PENN Entertainment Inc
For the period ended Jun 17, 2025. Filed Apr 28, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 17, 2025 · Filed Apr 28, 2025
Contents
Proxy Voting Methods
Voting Matters
| PROPOSAL · BOARD VOTE RECOMMENDATION · PAGE | |||
|---|---|---|---|
| 1 | Election of Class II Directors | FOR each nominee | 11 |
| 2 | Ratification of Appointment of Independent Registered Public Accounting Firm | FOR | 40 |
| 3 | Advisory Vote to Approve the Compensation of Named Executive Officers | FOR | 44 |
| 4 | Approval of the Second Amendment to our 2022 Long-Term Incentive Compensation Plan | FOR | 81 |
| 5 | Approval, on an advisory basis, of a shareholder proposal regarding the commissioning of a report on the effects of a company-wide non-smoking policy | AGAINST | 94 |
Shareholders will also transact such other business as may properly come before the Annual Meeting and any postponement or adjournment thereof.
DATE AND TIME:June 17, 2025 at 10 a.m. ET
VIRTUAL MEETING: The Annual Meeting is a virtual meeting atwww.virtualshareholdermeeting.com/PENN2025
RECORD DATE: April 28, 2025 Only shareholders of record as of the close of business on April 28, 2025, will be entitled to notice of and to vote at the Annual Meeting.
ATTENDANCE: Only shareholders of record or their legal proxies may participate in the virtual Annual Meeting.
| VIA THE INTERNET Locate the control number on your proxy card or voting instruction form in order to access the website indicated. | SCAN Your proxy card or voting instruction form may also include a QR code for voting via your mobile phone. | BY MAIL Mark, sign, date and then return the proxy card or voting instruction form in the postage-paid envelope provided. | BY TELEPHONE Use the toll-free numbershown on your proxy cardor voting instruction formand follow the recordedinstructions. |
| 2 | PROXY STATEMENT - 2025 |
PROXY STATEMENT SUMMARY
| ESPN & theScore™ | BEST-IN-CLASS REGIONAL CASINOS | CUTTING-EDGE TECHNOLOGY |
| Leveraging leading sports media brands to expand our digital footprint through organic cross-sell opportunities | Leading properties in a geographically diversified portfolio create sustained customer engagement and loyalty | Fully integrated digital sports and iCasino betting platforms and in-house iCasino content studio (PENN Game Studios) drive growth and customer retention |
| PROXY STATEMENT - 2025 | 3 |
PROXY STATEMENT SUMMARY
2024 Performance Highlights
2024 marked another year of meaningful progress at PENN as we continue to execute our omnichannel strategy to create long-term shareholder value. Our Retail segment generated over $5.6 billion in revenue, reflecting the ongoing success of our initiatives to enhance the customer experience through new technology and expanded offerings, while our geographically diversified portfolio enabled us to partially offset the impact from new supply in certain markets. Across the business, we are attracting new and younger customers and driving market share gains by leveraging our refreshed properties, ESPN BET-branded retail sportsbooks and online sports betting and iCasino offerings. Our four retail growth projects remain on budget and on track, with the new Hollywood Casino in Joliet, Illinois, expected to open in the fourth quarter of 2025. Our other retail growth projects include the new Hollywood Columbus Hotel Tower in Ohio, the new M Resort Hotel Tower in Nevada, and the relocation of Hollywood Aurora in Illinois, all of which are expected to deliver strong returns upon opening in the first half of 2026.
In Interactive, we delivered significant improvement in our financial results year over year, driven by our disciplined promotional strategies and accelerated growth in our iCasino business, capped off by the debut of our stand-alone Hollywood branded iCasino offering at the end of 2024. We continue to work closely with our partners at ESPN to unlock the full potential and value of our ESPN BET partnership, identifying ways to optimize spend and resources in 2025 to deliver improved results. Our connectivity to the ESPN ecosystem, including ESPN’s market-leading fantasy and other free-to-play products, is central to our strategy to deliver highly integrated and personalized betting experiences for our customers, and we are confident this positioning will help us grow market share throughout 2025 and beyond. We expect to generate positive cash flow from our Interactive unit by the end of 2025, as we begin to realize the financial benefits of our strategy to efficiently leverage our strong brands, growing database and rapidly improving technology for sports betting and iCasino. Our PENN Play™ loyalty program has grown to over 32 million members, representing a database increase of 10% compared to the prior year, and we continue to believe that our omnichannel strategy of cross-selling digital users into retail engagement and vice versa is key to our continued growth as both an online and retail operator.
We believe that our Retail and Interactive gaming businesses – together with our media and content ecosystem – position PENN for significant growth as North America’s leading provider of integrated entertainment, sports content, and casino gaming experiences. We have made meaningful and important progress on our strategy in recent years, and remain excited about the opportunities that lie in front of us in 2025 and into 2026 across all lines of our business.
| 4 | PROXY STATEMENT - 2025 |
PROXY STATEMENT SUMMARY
What's New?
We continually review our approach to corporate governance, executive compensation and shareholder alignment so that PENN is in a position to maintain a culture of high performance, collaboration, innovation and good corporate citizenship. We believe providing a broader understanding of our perspectives on certain items will be beneficial to you as you consider this year's voting matters. This year's new or updated items include:
Expansion of the Company’s enterprise risk management program, including establishment of a formal enterprise risk management committee to assess, monitor and mitigate key risks facing the Company - see “Recent Governance Enhancements” on page 9
Amendment of the Company's Clawback Policy to cover time-based incentives, in addition to performance-based incentives - see “Compensation Clawback Policy” on page 62
As a testament to the Board’s commitment to strong refreshment, three of our eight directors have been appointed to the Board within the past five years, with two additional new director nominees standing for election at the 2025 Annual Meeting. With the nomination of Johnny Hartnett and Carlos Ruisanchez to the Board, we are expanding expertise in capital allocation, finance, digital and innovative, technology-focused strategies. On April 25, 2025, Ron Naples retired from the Board and Barbara Shattuck Kohn and Saul Reibstein informed the Board that they will not stand for reelection at the 2025 Annual Meeting
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.