PENN Entertainment (PENN) Proxy Filing summary

Executive summary

• Proxy advisory firm Glass Lewis recommended voting for two director nominees, Johnny Hartnett and Carlos Ruisanchez, at the upcoming annual meeting on June 17, 2025.

• 75% of directors will have joined the board since 2019, reflecting significant board refreshment.

• The board and management are focused on advancing long-term value and strategic growth, leveraging partnerships and technology.

• Forward-looking statements address expectations for financial results, product launches, and expansion strategies.

Voting matters and shareholder proposals

• Two board seats are up for election, with both the company and activist investor HG Vora supporting the same nominees.

• A third nominee from HG Vora is not eligible for election due to board size decisions and regulatory constraints.

• Glass Lewis found no evidence of bad faith or entrenchment in the board's nomination process.

Board of directors and corporate governance

• The board conducted a thorough review of all nominees, including interviews and detailed rationale for decisions.

• Board refreshment efforts have resulted in a majority of directors joining since 2019.

• Regulatory requirements in the gaming industry impact board nominations and timing.