Penn Entertainment responds to ISS report

Penn Entertainment (PENN) made the following statement in response to the report issued by Institutional Shareholder Services related to the company’s 2025 annual meeting of shareholders on June 17: “The ISS report confirms that two director seats are up for election at the 2025 Annual Meeting and that PENN and HG Vora have nominated and are recommending the same two highly-qualified candidates – Johnny Hartnett and Carlos Ruisanchez. ISS recognizes the open-mindedness with which PENN evaluated HG Vora’s director candidates, noting: “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 encourages all shareholders to vote for Messrs. Hartnett and Ruisanchez for election and looks forward to welcoming them to the Board. Following the Annual Meeting, 75% of PENN’s directors will have joined the Board since 2019. In reaching its conclusions however, the ISS report fails to reflect a realistic view of William Clifford’s candidacy. We remind shareholders that, during his time as PENN’s CFO, Mr. Clifford advocated against key initiatives that were critical to succeeding in a competitive market. Following Mr. Clifford’s departure in 2013 as PENN’s CFO, these changes were implemented under the publicly announced P30 program and resulted in meaningful margin improvement. Further, during his interviews with PENN’s Nominating and Corporate Governance Committee, Mr. Clifford demonstrated antiquated views of a rapidly changing industry, and the same posture of resistance to exploring value-generating solutions, which we believe would hinder constructive decision-making. PENN attempted multiple resolutions with HG Vora, but all of our resolution attempts were rejected. Given HG Vora’s violation of its institutional waivers by multiple state gaming regulators, our ability to allow HG Vora to influence the governance of the Company beyond the evaluation of the nominees was expressly prohibited. We appreciate the feedback and advice we have received from our shareholders in advance of this year’s Annual Meeting. We want to assure shareholders that we understand and share their focus on ensuring that PENN’s Board of Directors is optimally comprised to oversee the Company’s execution on a strategic plan to drive shareholder value. The Board and management team remain committed to creating value for all shareholders and will continue to take actions in support of that objective.”