PENN Entertainment, Inc.
Shareholder Proposals
Item 5
Declassify the Board and adopt annual elections so all directors serve one-year terms.
Request that the Board eliminate the classified (staggered) Board structure and transition to annual elections so every director stands for election each year, with implementation respecting Pennsylvania law, the Company’s governing documents, and gaming regulatory requirements. The proposal, submitted by Unite Here (reporting ownership of 469 shares as of Dec 29, 2025), asks that the change not shorten unexpired director terms and notes a shift in investor preference toward annual director elections. The supporting statement argues annual elections improve director accountability, responsiveness to shareholders, and alignment with governance norms, and cites historical shareholder support for declassification and broader proxy-season vote data. The proposal is precatory and asks the Board to exercise its discretion to implement the change compatibly with regulatory suitability processes.