PEN Entertainment Responds to ISS Report

PENN Entertainment and HG Vora Align on Director Nominees Ahead of Annual Meeting

WYOMISSING, Pa. – In a move that could signal greater stability, PENN Entertainment, Inc. (Nasdaq: PENN) (“PENN”) today addressed the upcoming 2025 Annual Meeting of Shareholders scheduled for June 17, 2025, following a report released by Institutional Shareholder Services (“ISS”).

The key takeaway? Both PENN and HG Vora are backing the same two highly-qualified candidates, Johnny Hartnett and Carlos Ruisanchez, for the two open director seats. ISS itself acknowledged the open-mindedness of PENN’s board in evaluating candidates, stating, “To its credit, the board appears to have given serious consideration to all three dissident nominees, and was open to accepting two of these nominees as its own.”

PENN is now urging shareholders to follow suit and vote for Messrs. Hartnett and Ruisanchez, a move that would see a significant refresh of the board – with 75% of PENN’s directors having joined since 2019.

However, the ISS report did raise some eyebrows. PENN took issue with the report’s assessment of William Clifford’s candidacy, highlighting his past opposition to crucial initiatives during his tenure as CFO. According to PENN, these initiatives, implemented after his departure and under the P30 program, ultimately led to significant margin improvements. The company also suggested Clifford’s views on the rapidly evolving industry were “antiquated,” potentially hindering constructive decision-making.

PENN further explained that attempts to find common ground with HG Vora were unsuccessful, citing the latter’s violation of institutional waivers with multiple state gaming regulators, which limited PENN’s ability to allow HG Vora to influence company governance beyond the evaluation of nominees.

PENN’s message to shareholders is clear: their focus remains on ensuring a board optimally positioned to execute the company’s strategic plan and drive shareholder value. They are committed, they stress, to creating value for all.

About PENN Entertainment, Inc.

PENN Entertainment, Inc., along with its subsidiaries (“PENN”), is a leading North American provider of integrated entertainment, sports content, and casino gaming experiences. Operating in 28 jurisdictions across North America, PENN boasts a diversified portfolio of casinos, racetracks, and online sports betting and iCasino offerings under well-known brands such as Hollywood Casino^®, L’Auberge^®, ESPN BET^™, and theScore BET Sportsbook and Casino^®. PENN’s strategic partnership with ESPN, “the worldwide leader in sports,” and its ownership of theScore^™, a leading digital sports media brand in Canada, fuel its differentiated strategy to expand its footprint and grow its customer base.

PENN’s focus on organic cross-sell opportunities is bolstered by its market-leading retail casinos, sports media assets, and technology. These assets include a fully integrated digital sports and iCasino betting platform and an in-house iCasino content studio (PENN Game Studios). The company further enhances its portfolio with the industry-leading PENN Play™ customer loyalty program, offering unique rewards and experiences to its over 32 million members.

Forward Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the use of forward-looking terminology such as “expects,” “believes,” “estimates,” “projects,” “intends,” “plans,” “goal,” “seeks,” “may,” “will,” “should,” or “anticipates” or the negative or other variations of these or similar words, or by discussions of future events, strategies or risks and uncertainties. The company’s future financial performance and business may be impacted by economic and market conditions, as well as competition, consumer trends, regulatory changes, and strategic initiatives. Specific information regarding these factors can be found in the Company’s filings with the Securities and Exchange Commission. The Company does not intend to update publicly any forward-looking statements except as required by law.

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