
UNITE HERE urges shareholders to vote FOR the proposal to declassify the Board of Directors at PENN Entertainment, Inc. (&#34;PENN&#34;) and transition to annual elections for all directors at the AGM on June 16, 2026.


PENN

UNITE HERE urges shareholders to vote FOR the proposal to declassify the Board of Directors at PENN Entertainment, Inc. ("PENN") and transition to annual elections for all directors at the AGM on June 16, 2026.


PENN (NASDAQ:<a class="ticker" href="https://www.benzinga.com/quote/PENN">PENN</a>) shareholders already supported declassification in 2010, yet the Board has not implemented that outcome. In the years since, governance standards have moved in greater favor of annual elections as investor expectations have become clearer. In 2025, declassification proposals were reported to have seen average shareholder support of 77.9%, resulting in a passage rate of 86% across 14 proposals. (Goldberg, Mencher &amp; Flynn, Cooley LLP, Harvard Law School Forum on Corporate Governance, July 22, 2025.) Today, maintaining a classified structure places PENN increasingly out of step with shareholder preference.


Annual elections would:

<ul xmlns="http://www.w3.org/1999/xhtml" class="bwlistdisc">
<li xmlns="http://www.w3.org/1999/xhtml">
Support long-term value creation by reinforcing confidence in Board oversight

</li>
<li xmlns="http://www.w3.org/1999/xhtml">
Enhance accountability and responsiveness during a period of disruption in the traditional gaming industry created by prediction markets, the growth of internet gaming, and grey market activities such as skill-based games and sweepstakes gambling

</li>
<li xmlns="http://www.w3.org/1999/xhtml">
Reduce entrenchment risk and align PENN with governance norms embraced by leading industry peers

</li>
</ul>
Importantly, the proposal is precatory. The Board retains full discretion to determine whether to declassify, and if it does so, to proceed in a manner that is consistent with the law and all applicable gaming regulatory requirements.


The Company's Opposition—and Why It Falls Short


The Board has recommended against the proposal. We address their reasons cited below.


1. The Company's Arguments Regarding Gaming Regulations Are Contradicted by the Practices of Gaming Peer Companies with Annual Elections


Ability to Attract Directors


PENN argues that operating in the highly regulated gaming industry under licensing requirements that require "extensive regulatory review and licensing of directors" can "hinder [its] ability to attract talented director candidates." PENN notes these requirements are "unique to the gaming industry." But despite these concerns, MGM Resorts International, Caesars Entertainment, Boyd Gaming, Golden Entertainment, and Full House Resorts all maintain annual elections, and all operate in the highly regulated gaming industry. Like PENN, each of the five companies operates under Nevada gaming regulations, which require:


"Each officer, director and employee of a publicly traded corporation who the Commission determines is or is to become actively and directly engaged in the administration or supervision of, or any other significant involvement with, the gaming activities of the corporation or any of its affiliated or intermediary companies must be found suitable therefor and may be required to be licensed by the Commission." (See: Nevada NRS 463.637, "Commission" refers to the Nevada Gaming Commission.)


PENN does not explain why it would face more difficulty attracting director candidates than gaming industry peers that maintain annual elections.


Large Regional Footprint


PENN states that it has the "largest regional footprint in the industry." PENN reported as of year-end 2025 that it "owned, managed, or had ownership interests in 42 gaming and racing properties in 19 states" and that it "operates in 28 jurisdictions throughout North America" (PENN Entertainment, 10-K for 2025). But Caesars Entertainment maintains annual elections and reported a regional footprint of comparable size. Caesars reported as of year-end 2025 that "we own, lease or manage an aggregate of 52 domestic properties in 18 states" and "we also operate and conduct sports wagering across 34 jurisdictions in North America, 27 of which offer online sports betting, and operate iGaming in five jurisdictions in North America" (Caesars Entertainment, 10-K for 2025).


PENN does not explain why its regional footprint would be more of a hindrance to holding annual elections than Caesars' regional footprint.


Licensure Requirement Before Performance of Duties


PENN argues "more significantly, certain of our jurisdictions, each of which is important to our operations, require directors to obtain licensure before they are permitted to vote on Board matters." PENN does not name which jurisdictions. MGM Resorts International maintains annual elections and, like PENN, operates under Michigan gaming regulations, which explicitly require director licensure prior to performing duties or exercising powers related to Michigan operations. Michigan requires:


"A proposed new director, partner, officer, or key person required to be qualified or licensed under the act or these rules by virtue of his or her position with a holding company or affiliate that has control of a Michigan casino license applicant or licensee shall not perform any duties or exercise any powers of the position related to Michigan operations until he or she has been determined to be qualified or licensed, or both, or otherwise authorized by the board, under the act and these rules." (See: Michigan Admin. Code Rule 432.1318)


PENN does not explain why its situation is different than, for example, MGM maintaining annual elections while operating under Michigan regulations.


2. Stability and Long-Term Focus Do Not Require a Classified Board


The Board argues that a classified structure supports long-term strategic decision-making and continuity.


However, the widespread adoption of annual elections across large-cap companies, including in capital-intensive, highly regulated industries, demonstrates that annual elections and long-term thinking are not mutually exclusive. Directors elected annually are still experienced, accountable, and fully capable of overseeing multi-year strategic initiatives. Indeed, annual elections enhance long-term value by ensuring that directors remain continuously accountable for execution.


3. Board Refreshment and Shareholder Engagement Are Not Substitutes for Voting Rights


The Company points to its shareholder engagement program as evidence of responsiveness. The Company also highlights that six of eleven directors have joined within the past four years.


While engagement is important and refreshment is positive, they are not substitutes for shareholder rights. Shareholders' ability to vote annually on directors is a direct implementation of the shareholder franchise, and helps ensure that refreshment is aligned with shareholders' priorities.


Conclusion


The proposal to declassify the Board is simple, beneficial for shareholders, and consistent with the practices of gaming industry peers that maintain annual elections and operate in the highly regulated gaming industry. After more than a decade since shareholders first supported declassification, it is time to align PENN's governance with modern standards of accountability.


We urge you to vote FOR this proposal.


This is not a solicitation of authority to vote your proxy. Please do not send us your proxy card, as it will not be accepted.

<img xmlns="http://www.w3.org/1999/xhtml" alt="" src="https://cts.businesswire.com/ct/CT?id=bwnews&amp;sty=20260430099045r1&amp;sid=benz2&amp;distro=nx&amp;lang=en" style="width:0;height:0"></img>View source version on businesswire.com: <a xmlns="http://www.w3.org/1999/xhtml" href="https://www.businesswire.com/news/home/20260430099045/en/" rel="nofollow">https://www.businesswire.com/news/home/20260430099045/en/</a>
Questions or want to discuss? Please contact Michael Hachey, Director of Gaming Industry Research, UNITE HERE, at <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:mhachey@unitehere.org" shape="rect">mhachey@unitehere.org</a> or (703) 344-4778.

PENN

UNITE HERE Urges Other PENN Entertainment Shareholders to Support Proposal to Declassify the Board

Shareholder Proposal for Annual Elections Could Impact PENN's Governance

<section class="insight" data-version="1">
 <section data-block="information">
 <h3>Information</h3>
 UNITE HERE urges shareholders to vote FOR the proposal to declassify the Board of Directors at PENN Entertainment, Inc. (&amp;#34;PENN&amp;#34;) and transition to annual elections for all directors at the AGM on June 16, 2026.


PENN
 </section>

 <section data-block="ai-summary-paragraph">
 <h3>AI Summary</h3>
 UNITE HERE advocates for shareholders to support declassifying PENN&#039;s board, transitioning to annual elections. This proposal reflects shareholder sentiment and align PENN’s governance with modern practices, potentially enhancing accountability in a disrupted gaming landscape.
 </section>

 <section data-block="ai-summary-bullets">
 <h3>Key Points</h3>
 <ul><li>UNITE HERE urges shareholders to support board declassification at PENN.</li><li>Shareholders favored declassification in 2010, but the Board has not acted.</li><li>Annual elections enhance accountability amid gaming industry disruptions.</li><li>Peer companies show that annual elections are feasible under gaming regulations.</li><li>Board&#039;s opposition lacks clarity on regulatory impact compared to peers.</li></ul>
 </section>

 <section data-block="companies-mentioned">
 <h3>Companies Mentioned</h3>
 <ul><li>MGM Resorts International (MGM): Operates under similar regulatory conditions with annual director elections.</li><li>Caesars Entertainment (CZR): Competitor also maintains annual elections despite significant regulatory requirements.</li><li>Boyd Gaming (BYD): Peer with successful annual elections in a regulated gaming environment.</li><li>Golden Entertainment (GDEN): Maintains annual elections and operates under the same regulations as PENN.</li><li>Full House Resorts (FLL): Similar governance practices amid regulatory conditions as PENN.</li></ul>
 </section>

 <section data-block="category">
 <h3>Corporate Developments</h3>
 This article fits under corporate governance developments, focusing on the shift towards annual elections, reflecting a broader trend in investor expectations for increasing accountability and responsiveness in corporate structures.
 </section>

 <section data-block="market-moving">
 <h3>Market-Moving</h3>
 <ul><li>Shareholder approval rate for declassification proposals averaged 77.9% in 2025.</li><li>Annual elections can align PENN&#039;s governance with industry peers, potentially increasing investor interest.</li><li>Declassification may reduce entrenchment risk, making PENN more attractive to institutional investors.</li></ul>
 </section>

 <section data-block="key-facts">
 <h3>Key Facts</h3>
 <ul><li>DEclassification proposal scheduled for AGM on June 16, 2026.</li><li>2010 shareholder support for declassification not implemented by PENN.</li><li>PENN operates 42 properties in 19 states as of year-end 2025.</li><li>MGM and Caesars have annual elections despite regulatory requirements.</li></ul>
 </section>

 <section data-block="trading-thesis">
 <h3>Trading Thesis</h3>
 Investors should consider buying PENN as renewed governance proposals may improve shareholder value.
 </section>
</section>



UNITE HERE urges shareholders to vote FOR the proposal to declassify the Board of Directors at PENN Entertainment, Inc. ("PENN") and transition to annual elections for all directors at the AGM on June 16, 2026.


PENN (NASDAQ:<a class="ticker" href="https://www.benzinga.com/quote/PENN">PENN</a>) shareholders already supported declassification in 2010, yet the Board has not implemented that outcome. In the years since, governance standards have moved in greater favor of annual elections as investor expectations have become clearer. In 2025, declassification proposals were reported to have seen average shareholder support of 77.9%, resulting in a passage rate of 86% across 14 proposals. (Goldberg, Mencher &amp; Flynn, Cooley LLP, Harvard Law School Forum on Corporate Governance, July 22, 2025.) Today, maintaining a classified structure places PENN increasingly out of step with shareholder preference.


Annual elections would:

<ul xmlns="http://www.w3.org/1999/xhtml" class="bwlistdisc">
<li xmlns="http://www.w3.org/1999/xhtml">
Support long-term value creation by reinforcing confidence in Board oversight

</li>
<li xmlns="http://www.w3.org/1999/xhtml">
Enhance accountability and responsiveness during a period of disruption in the traditional gaming industry created by prediction markets, the growth of internet gaming, and grey market activities such as skill-based games and sweepstakes gambling

</li>
<li xmlns="http://www.w3.org/1999/xhtml">
Reduce entrenchment risk and align PENN with governance norms embraced by leading industry peers

</li>
</ul>
Importantly, the proposal is precatory. The Board retains full discretion to determine whether to declassify, and if it does so, to proceed in a manner that is consistent with the law and all applicable gaming regulatory requirements.


The Company's Opposition—and Why It Falls Short


The Board has recommended against the proposal. We address their reasons cited below.


1. The Company's Arguments Regarding Gaming Regulations Are Contradicted by the Practices of Gaming Peer Companies with Annual Elections


Ability to Attract Directors


PENN argues that operating in the highly regulated gaming industry under licensing requirements that require "extensive regulatory review and licensing of directors" can "hinder [its] ability to attract talented director candidates." PENN notes these requirements are "unique to the gaming industry." But despite these concerns, MGM Resorts International, Caesars Entertainment, Boyd Gaming, Golden Entertainment, and Full House Resorts all maintain annual elections, and all operate in the highly regulated gaming industry. Like PENN, each of the five companies operates under Nevada gaming regulations, which require:


"Each officer, director and employee of a publicly traded corporation who the Commission determines is or is to become actively and directly engaged in the administration or supervision of, or any other significant involvement with, the gaming activities of the corporation or any of its affiliated or intermediary companies must be found suitable therefor and may be required to be licensed by the Commission." (See: Nevada NRS 463.637, "Commission" refers to the Nevada Gaming Commission.)


PENN does not explain why it would face more difficulty attracting director candidates than gaming industry peers that maintain annual elections.


Large Regional Footprint


PENN states that it has the "largest regional footprint in the industry." PENN reported as of year-end 2025 that it "owned, managed, or had ownership interests in 42 gaming and racing properties in 19 states" and that it "operates in 28 jurisdictions throughout North America" (PENN Entertainment, 10-K for 2025). But Caesars Entertainment maintains annual elections and reported a regional footprint of comparable size. Caesars reported as of year-end 2025 that "we own, lease or manage an aggregate of 52 domestic properties in 18 states" and "we also operate and conduct sports wagering across 34 jurisdictions in North America, 27 of which offer online sports betting, and operate iGaming in five jurisdictions in North America" (Caesars Entertainment, 10-K for 2025).


PENN does not explain why its regional footprint would be more of a hindrance to holding annual elections than Caesars' regional footprint.


Licensure Requirement Before Performance of Duties


PENN argues "more significantly, certain of our jurisdictions, each of which is important to our operations, require directors to obtain licensure before they are permitted to vote on Board matters." PENN does not name which jurisdictions. MGM Resorts International maintains annual elections and, like PENN, operates under Michigan gaming regulations, which explicitly require director licensure prior to performing duties or exercising powers related to Michigan operations. Michigan requires:


"A proposed new director, partner, officer, or key person required to be qualified or licensed under the act or these rules by virtue of his or her position with a holding company or affiliate that has control of a Michigan casino license applicant or licensee shall not perform any duties or exercise any powers of the position related to Michigan operations until he or she has been determined to be qualified or licensed, or both, or otherwise authorized by the board, under the act and these rules." (See: Michigan Admin. Code Rule 432.1318)


PENN does not explain why its situation is different than, for example, MGM maintaining annual elections while operating under Michigan regulations.


2. Stability and Long-Term Focus Do Not Require a Classified Board


The Board argues that a classified structure supports long-term strategic decision-making and continuity.


However, the widespread adoption of annual elections across large-cap companies, including in capital-intensive, highly regulated industries, demonstrates that annual elections and long-term thinking are not mutually exclusive. Directors elected annually are still experienced, accountable, and fully capable of overseeing multi-year strategic initiatives. Indeed, annual elections enhance long-term value by ensuring that directors remain continuously accountable for execution.


3. Board Refreshment and Shareholder Engagement Are Not Substitutes for Voting Rights


The Company points to its shareholder engagement program as evidence of responsiveness. The Company also highlights that six of eleven directors have joined within the past four years.


While engagement is important and refreshment is positive, they are not substitutes for shareholder rights. Shareholders' ability to vote annually on directors is a direct implementation of the shareholder franchise, and helps ensure that refreshment is aligned with shareholders' priorities.


Conclusion


The proposal to declassify the Board is simple, beneficial for shareholders, and consistent with the practices of gaming industry peers that maintain annual elections and operate in the highly regulated gaming industry. After more than a decade since shareholders first supported declassification, it is time to align PENN's governance with modern standards of accountability.


We urge you to vote FOR this proposal.


This is not a solicitation of authority to vote your proxy. Please do not send us your proxy card, as it will not be accepted.

<img xmlns="http://www.w3.org/1999/xhtml" alt="" src="https://cts.businesswire.com/ct/CT?id=bwnews&amp;sty=20260430099045r1&amp;sid=benz2&amp;distro=nx&amp;lang=en" style="width:0;height:0"></img>View source version on businesswire.com: <a xmlns="http://www.w3.org/1999/xhtml" href="https://www.businesswire.com/news/home/20260430099045/en/" rel="nofollow">https://www.businesswire.com/news/home/20260430099045/en/</a>
Questions or want to discuss? Please contact Michael Hachey, Director of Gaming Industry Research, UNITE HERE, at <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:mhachey@unitehere.org" shape="rect">mhachey@unitehere.org</a> or (703) 344-4778.

UNITE HERE advocates for shareholders to support declassifying PENN's board, transitioning to annual elections. This proposal reflects shareholder sentiment and align PENN’s governance with modern practices, potentially enhancing accountability in a disrupted gaming landscape.

UNITE HERE Urges Other PENN Entertainment Shareholders to Support Proposal to Declassify the Board

AI Summary

Sentiment Rationale

Trading Thesis

Market-Moving

Key Facts

Companies Mentioned

Corporate Developments

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