PENN Entertainment (PENN) Proxy filing summary

Executive summary

• Significant strategic changes included a digital strategy realignment, retail growth investments, and a new organizational structure to drive efficiency and long-term value creation over the next fiscal year.

• Five new independent directors were appointed in the past 12 months, enhancing board expertise in gaming, digital, finance, and technology.

• Over $354 million in shares were repurchased in 2025, with a new $750 million repurchase program authorized, reflecting a strong commitment to shareholder returns.

• The company expects over $10 million in annualized cost savings from restructuring and aims for over $260 million in year-over-year segment-adjusted EBITDA improvement in 2026.

Voting matters and shareholder proposals

• Shareholders will vote on: election of Class III directors, ratification of the independent auditor, advisory approval of executive compensation, approval of an amendment to the long-term incentive plan, and a shareholder proposal for annual director elections.

• The board recommends voting for all management proposals and against the shareholder proposal for annual director elections.

Board of directors and corporate governance

• The board is 91% independent, with a diverse mix of skills in finance, technology, human capital, and gaming.

• Board refreshment is ongoing, with seven of eleven directors appointed in the past five years.

• Committees (Audit, Compensation, Nominating & Governance, Compliance) are composed solely of independent directors.

• The board maintains robust succession planning, annual self-evaluations, and regular shareholder engagement.