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PENN Entertainment is navigating a pivotal chapter—anchored by our legacy of operational excellence and guided by a clear, long-term vision. Over the past several years, we’ve made meaningful investments to modernize our business and build a foundation for sustainable growth and shareholder value creation. While the execution of our digital strategy has introduced near-term volatility in our operational performance, we are beginning to see indicators of progress that validate our strategy as we leverage our rapidly growing database. With the proliferation of both legalized online sports betting and online gaming continuing across North America, we view it as imperative to have an omnichannel relationship with our customers to successfully compete long term.

We recognize that recent shareholder returns have fallen short of expectations. Our Board and management team remain fully committed to returning to the level of performance and value creation that has been a hallmark of PENN over the past three decades.

PENN continues to set the standard for operational excellence and customer experience in regional gaming. We have the nation’s largest and most geographically diversified collection of regional assets in the industry, spanning over 40 properties across 20 states. Our retail business leads the industry in tax-adjusted margins and remains a model for operational consistency and efficiency. At the same time, we are consistently rated as one of the top employers of choice in gaming. While some companies lose focus in the pursuit of digital growth, we’ve held the line—maintaining and leveraging our core strength even as we expand our capabilities.

Today, our retail operations are thriving, gaining market share in key regions across the country, attracting a younger customer base, and tangibly benefitting from our digital investments through increased cross-channel engagement.

We are also advancing five exciting retail development projects—in Joliet, Las Vegas, Columbus, Aurora, and Council Bluffs—four of which are nearing completion over the next twelve months and continue to be on or ahead of schedule and on budget. These projects will further strengthen our competitive position and support long-term earnings growth.

Our omnichannel strategy is central to our vision and long-term viability. The ability to engage customers across platforms—retail and digital—is already proving to be a differentiator in the gaming industry as it has across other categories of the consumer and retail sector.

We are seeing steady growth in our digital Monthly Active Users, with a significant portion of these customers located near PENN properties. This geographic overlap reinforces the value of our omnichannel ecosystem—where data, loyalty, and best-in-class experiences come together to drive digital engagement and incremental retail visitation and revenues.

We have also seen a meaningful shift in our customer demographics. Our average active PennPlay loyalty program member is now in their mid-40s, nearly a decade younger than in 2020, driven in large part by the reach of our digital channels, combined with the strategic capital investments we’ve made to appeal to a younger demographic.

Most importantly, we’re seeing that customers who interact with us across both channels are significantly more valuable than those who interact with us in digital or retail alone. For example, retail customers in Pennsylvania and Michigan who engaged with our new Hollywood iCasino app in Q1 2025 combined to generate over 25% year-over-year increases in retail theoretical revenue and over 190% year-over-year increases in online theoretical revenue for the same period. In addition, over 40% of our standalone iCasino users to date are new to our digital ecosystem, many of whom were retail customers previously playing online with our digital-first competitors. We remain convinced that establishing and maintaining a digital relationship with our customers is essential, and that offering a unified experience across our various platforms will increase play and generate greater loyalty and enhanced value per customer. This value creation opportunity is significant, and the Board and management team are closely monitoring our progress while remaining disciplined in our allocation of capital.

We have made several strategic investments over the last five years to build out a robust digital platform and assemble a world-class team to lead our digital evolution, headed by Aaron LaBerge, former Chief Technology Officer of The Walt Disney Company. Under Aaron’s leadership, we’ve added high-impact talent across product, design, engineering, marketing and analytics, and we are now executing with greater speed and precision.

Our digital offerings are powered by a cutting-edge, fully-owned technology stack. We believe that ownership of our technology is critical to long-term success, providing not just material cost savings, but also greater control of our technological roadmap and the ability to accelerate new features and products. Our new standalone Hollywood iCasino app, for instance, is gaining share and starting to contribute meaningfully to gross margin. Our app was recently ranked the #2 iCasino product in the U.S. by Eilers & Krejcik—validation of the work our talented team is doing to build a competitive digital experience.

Our sports betting strategy, including our partnership with ESPN, remains a key area of focus. Sports betting is the primary driver of customer acquisition for our entire omnichannel ecosystem. ESPN is a globally respected sports brand, and the integration of their media platform with our betting product gives us a unique opportunity to engage fans and bettors.

That said, our market share and financial performance in sports betting to date has not met our expectations. Our Board and management team are moving swiftly and decisively to recalibrate execution and unlock the full value of this partnership. We have a committed partner and shared desire to compete and build share in a financially responsible way. While our initial integrations have expanded reach and driven customer acquisition, we recognize there’s more work to do to deliver on the full potential. As mentioned on our Q4 earnings call, we are optimistic that our joint efforts with ESPN will deliver improved results over the coming quarters, but we maintain optionality and control of our future in this vertical if this does not prove to be the case.

PENN ended 2024 with $1.7 billion in liquidity and a strengthened balance sheet. We’ve announced plans to repurchase at least $350 million of stock this year, reflecting our confidence in the long-term value of our assets and strategy.

Over the next twelve months, we expect to:

We are clear-eyed about where we stand. The significant digital investments have been made and are beginning to yield results. Our core business remains very strong. Our omnichannel platform is continuing to build and gain traction. Our focus now is on best-in-class operational execution, which will transform our strategic investments into consistent, long-term results and value creation for our shareholders.

We are confident that PENN’s best days are ahead—and we are moving with speed, discipline, and determination to realize the full potential of this company for our shareholders.

Thank you for your continued investment.

Even if you plan to attend the virtual Annual Meeting, please vote right away by using one of the following advance voting methods. Make sure to have the proxy card or voting instruction form in hand, and follow the instructions. You can vote in advance in one of four ways:

Your vote is important. We encourage you to vote promptly, regardless of whether you plan to attend the Annual Meeting.

By Order of the Board of Directors,

 

Christopher Rogers

To attend the virtual Annual Meeting, you must be a shareholder on the record date and have previously registered to attend the meeting. Register to attend the Annual Meeting on or before 9:45 a.m. ET on June 17, 2025 by visiting www.proxyvote.com. You will need the 16-digit control number found on your proxy card or voting instruction form. You will receive a confirmation e-mail with information on how to attend the meeting. After you have registered, you will be able to participate in the Annual Meeting by visiting www.virtualshareholdermeeting.com/PENN2025 and entering the same 16-digit control number you used to preregister and as shown in your confirmation e-mail.

Beneficial shareholders who do not have a 16-digit control number should follow the instructions provided on the voting instruction form provided by your broker, bank, or other nominee. In addition to registering for the meeting, beneficial holders that wish to vote at the meeting must obtain a legal proxy from their bank, broker, or other nominee prior to the meeting. You will need to have an electronic image (such as a pdf file or scan) of the legal proxy with you if you are voting at the meeting.

Electronic entry to the virtual Annual Meeting will begin at 9:45 a.m. ET and the Annual Meeting will begin promptly at 10:00 a.m. ET. If you encounter difficulties accessing the virtual Annual Meeting, please call the technical support number that will be posted at www.virtualshareholdermeeting.com/PENN2025.

This Proxy Statement 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. Specifically, forward-looking statements include, but are not limited to, statements regarding: future revenue and Adjusted EBITDAR; the Company’s expectations of future results of operations and financial conditions, including free cash flow and leverage; the Company’s expectations regarding share repurchases; the scale and timing of the Company’s product and technology investments; the Company’s expectations regarding results, and the impact of competition, in retail/mobile/online sportsbooks, iCasino, social gaming, and retail operations; the Company’s overall growth strategy; the Company’s omnichannel strategy and the development and launch of its Interactive segment’s products in new jurisdictions and enhancements to existing Interactive segment products, including features and content for the ESPN BET and theScore Bet; the benefits of the Sportsbook Agreement between the Company and ESPN; the Company’s expectations regarding its Sportsbook Agreement with ESPN and the value and potential of this partnership and the future success of its products, including customer acquisition and retention; the Company’s expectations with respect to the integration and synergies related to the Company’s integration of theScore and the continued growth and monetization of the Company’s media business; the Company’s expectations with respect to the ongoing introduction and the potential benefits of the cashless, cardless and contactless (3C’s) technology; and the Company’s expectations regarding its growth and development projects and opportunities, including anticipated benefits, opening dates and the Company’s positioning and ability to deliver on such projects. Such statements are all subject to risks, uncertainties and changes in circumstances that could significantly affect the Company’s future financial results and business. Accordingly, the Company cautions that the forward-looking statements contained herein should not be unduly relied upon and are qualified by important factors that could cause actual results to differ materially from those reflected by such statements.

Such factors include the effects of economic and market conditions in the markets in which the Company operates or otherwise, including the impact of global supply chain disruptions, price inflation, changes in interest rates, tariffs and global trade disputes, slowing economic growth, and geopolitical and regulatory uncertainty; competition with other entertainment, sports content, and gaming experiences; the timing, cost and expected impact of product and technology investments; the impact of new or changes in current laws, regulations, rules or other industry standards; the impact of activist shareholders; and the other factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, each as filed with the U.S. Securities and Exchange Commission. The Company does not intend to update publicly any forward-looking statements except as required by law. Considering these risks, uncertainties and assumptions, the forward-looking events discussed in this Proxy Statement may not occur.

 

 

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.

 

We believe our Board brings the right combination of fresh perspectives and deep experience, both of which are critical to governing a Company operating in a highly regulated and complex industry. Over the past five years, we have appointed three new directors and are nominating two additional directors at the Company's 2025 Annual Meeting. At the same time, we have preserved the essential long-term knowledge and sound judgment that seasoned directors provide — experience that deepens the Board’s understanding of the Company’s history, regulatory landscape, and strategic evolution, and strengthens its ability to oversee management effectively and drive sustainable, long-term success.

 

PENN’s Board believes that having a mix of highly-qualified directors with complementary skill sets, experiences and attributes is essential to meeting its oversight responsibility. The table below summarizes the key qualifications, expertise and attributes possessed by one or more of PENN’s directors that are of particular relevance to the Company’s business, strategy and risk management structure, but does not encompass all qualifications, expertise and attributes of the Board. These factors were considered by the Nominating and Corporate Governance Committee and the Board in connection with this year’s director nomination process.

 

Our Board values shareholder feedback as a critical input in our annual corporate governance and executive compensation review process to promote transparency, develop a better understanding of shareholder perspectives, and support Board accountability. We maintain an active bi-annual, broad-based shareholder engagement program, which is led by our Board Chair and the Chairs of our Compensation Committee and Nominating and Corporate Governance Committee, to solicit shareholder insights and feedback on a range of topics, including strategic priorities, capital allocation, corporate governance, executive compensation, and business impact initiatives, as well as on other topics of importance to our shareholders. Perspectives of our shareholders are shared with relevant Committees and the full Board and inform the Board meeting agendas, as well as responsive actions when appropriate, throughout the year.

Many shareholders who participated in the 2024 engagement meetings expressed appreciation of the Board’s thoughtful approach to shareholder dialogue and responsive actions adopted last year, including enhanced proxy disclosures and the continued evolution of corporate stewardship practices.

Annual Off-Season Shareholder Outreach and Engagement (cont.)

The Board strives to maintain the highest standards of excellence in governance practices and is committed to continuing its track record of implementing responsiveness actions that address stockholder preferences and feedback, while promoting long-term shareholder value and accountability.

Our executive compensation is predominantly at risk and long-term focused. We issue a significant majority of executive compensation in the form of annual and at-risk, long-term incentives that deliver value only if our executives achieve pre-set performance goals or we achieve sustained long-term stock price appreciation.

 

 

 

 

 

 

 

 

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Our commitment to corporate governance is integral to our business and reflects not only regulatory requirements, the Listing Rules of the Nasdaq Stock Market (the “Nasdaq Rules”) and broadly recognized governance practices, but also effective leadership and oversight by our Board and the senior management team. To maximize shareholder value, the Board strives to maintain a governance environment where: (i) entrepreneurship and prudent risk taking are encouraged, with a focus on both long- and short-term value creation; (ii) shareholder perspectives are understood and long-term relationships with shareholders are fostered through frequent, candid and comprehensive engagement with and disclosure to the Company’s shareholders and the investment community; (iii) integrity and accountability are integrated into the Company’s management philosophy and operations; and (iv) the Company is able to attract, develop and retain industry-leading executive talent to manage the Company’s increasingly complex operations.

The Board regularly evaluates the governance environment to enable the Company to stay apprised of evolving industry risks facing the Company and respond appropriately to changes, practices and market conditions, as well as suggestions from shareholders and other stakeholders. Notable features of our corporate governance framework include the following:

The full Board acknowledges cybersecurity as one of the core enterprise risks facing the Company. The Audit Committee of the Board is responsible for ultimate oversight of cybersecurity threats, policies, standards, and practices. The Committee receives regular presentations and reports from the Cybersecurity Committee, the Company’s Chief Information Officer and other members of the management team on evolving cyber related risks, which include detail on evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends and information security with respect to PENN’s peers.

On a regular basis, PENN engages third parties to perform assessments of existing cybersecurity measures, including information security maturity assessments, audits and independent reviews of the information security control environment and operating effectiveness, with notable assessment results reported to the Audit Committee and Board, when appropriate. The Board and Audit Committee are also informed of any identified cybersecurity incidents that meet established reporting thresholds and subsequent incident follow up.

As a part of the Audit Committee’s efforts to continue evolving its oversight of PENN’s cybersecurity systems, processes and plans, PENN engaged a third-party consultant to conduct a comprehensive cyber preparedness and vulnerabilities assessment in 2024. The full Board, management team and Cybersecurity Committee participated in a tabletop cybersecurity exercise intended to test PENN’s existing cybersecurity response plans and resiliency. Readout results of the exercise were performed to inform the Audit Committee and Cybersecurity Committee’s ongoing annual risk oversight review and to identify potential incident response preparedness plan improvements.

The Board has determined that all the directors, other than Mr. Snowden, are independent under the Nasdaq Rules. Notably, the Board’s Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee are comprised exclusively of independent directors. The independent Board directors meet in executive session without the presence of management or non-independent directors at each regularly scheduled Board meeting and at other times, as necessary.

Board and Committee evaluations play a critical role in ensuring the effective functioning of our Board of Directors. The Board believes it is important to evaluate Board, Committee and director performance, and to solicit and act upon feedback received from each member of our Board. To this end, the Board and each Committee conduct a comprehensive annual self-evaluation process that is overseen by the Nominating and Corporate Governance Committee. The process for reviewing and taking action based on the Board and Committee annual evaluations is set out below.

 

The Nominating and Corporate Governance Committee considers candidates for Board membership suggested by, among others, its members, other Board members and management. The Nominating and Corporate Governance Committee will also consider recommendations of nominees for directors by shareholders (for information relating to the nominations of directors by our shareholders, please see “Director Nominations by Shareholders” on page 97).

 

Director Candidate Qualification and Selection Process (cont.)

During the candidate review process, the Nominating and Corporate Governance Committee and its delegates conduct interviews with the potential nominee. In addition, the Nominating and Corporate Governance Committee will also submit the candidate to an investigation overseen by the Company’s Chief Compliance Officer, in coordination with the Compliance Committee, to evaluate whether the candidate is suitable to serve on the Board of a highly regulated, multi-jurisdictional company subject to gaming regulatory oversight and operating under privileged gaming licenses and registrations. A successful candidate will also be required to submit to applicable gaming regulatory suitability investigations, which include providing detailed financial and personal history information customarily requested by the Company’s gaming regulators.

Our Board and Committee evaluation process has resulted in regular Board refreshment, with three of the eight directors appointed in the last five years and two additional new directors nominated for election to the Board at this year’s Annual Meeting, enhancing Board skills and expertise related to finance, marketing, strategy, technology, media, cybersecurity, gaming, and digital transformation experience to our Board, ensuring effective oversight of our growth strategy.

 

The Company’s governing documents allow the roles of Board Chair and Chief Executive Officer to be filled by the same or different individuals. This approach allows the Board flexibility to determine whether the two roles should be separated or combined based on the Company’s evolving needs at a given time and the Board’s assessment of the Company’s current leadership. The Board will periodically consider the advantages of having an independent Board Chair or a combined Board Chair and CEO and is open to different structures as circumstances may warrant. The roles of our Board Chair and CEO have been split for over ten years. Mr. Snowden, our CEO and President, is responsible for the general management and operation of the business, providing guidance and oversight to senior management and formulating the strategic direction of the Company. The Board Chair is responsible for the content, quality and timeliness of information provided to our Board and consults with the full Board, which includes our CEO, regarding oversight of our business affairs.

David Handler, who is an independent director, has served as our Board Chair since June 2019. Mr. Handler joined our Board in 1994 and is a partner at Tidal Partners, an independent financial advisory firm that provides M&A and strategic advisory services focused on the technology industry. The Board believes that Mr. Handler is best suited to serve as Board Chair because of his considerable investment banking and capital markets experience, including a focus on mergers and acquisitions and other significant transactions (including many in the technology sector), which complements his seasoned expertise in and exposure to the gaming industry. Mr. Handler’s background has been an invaluable asset to the Company, particularly in connection with PENN’s digital transformation, evaluating potential acquisitions and financing opportunities and in assessing strategic transactions.

In addition, for 2024, Barbara Shattuck Kohn served as the Board’s Lead Independent Director to, among other things, facilitate communication between management and the independent directors. Following Ms. Shattuck Kohn’s decision not to stand for reelection at the 2025 Annual Meeting, the Board expects to appoint a new independent director to serve as the Lead Independent Director. The responsibilities of the Lead Independent Director include:

The Board prioritizes facilitating a boardroom dynamic and culture that supports a number of priority areas, including:

Each member of the Board contributes a substantial amount of time and effort to serve as a Board and Committee member. In addition to Board and Committee meetings, our Board of Directors and its Committees act by written consent from time to time as appropriate. Further, Board members are encouraged to, and regularly do, engage in informal discussions with each other and members of management, and they are provided with periodic management reports and updates. The independent directors meet periodically in executive session.

During the year ended December 31, 2024, our Board held 19 meetings, with each of the Company’s directors attending at least 75% of the meetings of the Board and Committees of the Board of which he or she was a member. The Company encourages directors to attend shareholder meetings, and all but one of the Company’s directors attended the 2024 Annual Meeting of Shareholders.

The Board maintains four standing Committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Compliance Committee. Members serve on these committees until their resignation or as otherwise determined by our Board. The specific duties and operation of each Committee are described in more detail below. The Board has determined that each director serving on the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee is independent under the Nasdaq Rules and the applicable rules and regulations of the SEC. The Compliance Committee also includes an independent non-director subject matter expert, who serves as Chair. Each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee operates under a written charter adopted by the Board that is reviewed annually and is available at https://www.pennentertainment.com/Investors/Corporate-Governance.

The information below reflects the composition of each Committee as of April 1, 2025.

In addition to being independent as noted above, the Board has determined that each member of the Audit Committee also meets the financial literacy requirements under the Nasdaq Rules and is an “audit committee financial expert” within the meaning of the rules and regulations of the SEC. In addition, Ms. Scaccetti has practiced as a certified public accountant since 1977 and has significant experience as an Audit Committee member on several public-company boards, which makes her particularly well qualified to serve as Chair.

Key Responsibilities:

Key Focus Areas for 2024:

In discharging its oversight role, the Audit Committee is empowered to investigate any matter brought to its attention or that it believes should be investigated. The Audit Committee may at any time engage, at the expense of the Company, independent counsel or other advisors as it deems necessary to carry out its duties. The Audit Committee operates under a written charter adopted by the Board of Directors that is reviewed annually and is available at https://www.pennentertainment.com/corp/investors/corporate-governance.

In addition to being independent as noted above, each member of the Compensation Committee is also a non-employee director according to Rule 16b-3 of the Exchange Act, and an outside director, as defined under Section 162(m) of the Internal Revenue Code of 1986.

Key Responsibilities:

Key Focus Areas for 2024:

The CEO provides the Compensation Committee with performance assessments and compensation recommendations for each executive officer of the Company (other than himself). The Compensation Committee considers the CEO’s recommendations with the assistance of the independent compensation consultant and sets the compensation of those non-CEO executive officers based on its deliberations. The Compensation Committee regularly meets in executive session regarding executive performance and compensation, including establishing recommendations to the Board regarding the CEO’s compensation. The Compensation Committee operates under a written charter adopted by the Board of Directors that is reviewed annually and is available at https://www.pennentertainment.com/corp/investors/corporate-governance.

The Nominating and Corporate Governance Committee carries out responsibilities delegated by the Board relating to the Company’s director nomination processes and procedures, develops and maintains the Company’s corporate governance policies, oversees the Company’s Corporate Responsibility Committee and develops and maintains corporate social responsibility policies, and performs other matters as required by applicable laws, rules and regulations. The Nominating and Corporate Governance Committee operates under a written charter adopted by the Board of Directors that is reviewed annually and is available at https://www.pennentertainment.com/corp/investors/corporate-governance.

Key Responsibilities: