PENN Entertainment (PENN) Proxy Filing summary

Executive summary

• Achieved over $5.6 billion in retail revenue and significant improvements in the Interactive segment, with a 10% increase in the loyalty program database and market share gains in key regions.

• Advanced four major retail development projects, with openings expected in late 2025 and early 2026, and continued to attract a younger customer base through digital investments.

• Omnichannel strategy drove cross-channel engagement, with digital and retail customers showing higher value and engagement metrics.

• Ended 2024 with $1.7 billion in liquidity and announced a $350 million stock repurchase plan for 2025.

Voting matters and shareholder proposals

• Shareholders will vote on: election of two Class II directors, ratification of PricewaterhouseCoopers LLP as auditor, advisory approval of executive compensation, approval of an amendment to the 2022 Long-Term Incentive Compensation Plan, and a shareholder proposal on a smokefree policy report.

• Board recommends voting for all management proposals and against the smokefree policy report.

Board of directors and corporate governance

• Board consists of eight members, with three new directors in the last five years and two new nominees for 2025, emphasizing expertise in finance, technology, and digital strategy.

• All directors except the CEO are independent; committees are fully independent and include Audit, Compensation, Nominating and Corporate Governance, and Compliance.

• Board leadership is split between an independent Chair and the CEO, with a Lead Independent Director role for enhanced oversight.

• Annual board and committee self-evaluations, robust director onboarding, and succession planning are in place.