Reiterate that Penn And HG Vora recommends the same two highly qualified nominés – Johnny Hartnett and Carlos Ruiisanchez – for the two seats of the director available at the next annual meeting
Penn Entertainment, Inc. (Nasdaq: Penn)) (“Penn” or “Company”) made the following declaration today in response to the report published today by the services of institutional shareholders (“ISS”) linked to the annual shareholders’ meeting in 2025 of the company (“annual assembly”) on June 17, 2025:
The ISS report confirms that two director’s seats are presented in the elections at the annual meeting of 2025 and that Penn and Hg Vora have appointed and recommended the same very qualified candidates – Johnny Hartnett and Carlos Ruisanchez. The ISS recognizes the opening of mind with which Penn assessed the candidates of the director of HG Vora, noting: “On his credit, the board of directors seems to have seriously examined the three dissident candidates, and was open to the acceptance of two of these candidates as his own.”1 Penn encourages all shareholders to vote for MM. Hartnett and Ruiisanchez for election and is delighted to welcome them to the board of directors. After the annual meeting,
However, to achieve its conclusions, the ISS report does not reflect a realistic vision of William Clifford’s candidacy. We remind shareholders that, during his time as a Penn financial director, Mr. Clifford pleaded against key initiatives that were essential to succeed in a competitive market. After the departure of Mr. Clifford in 2013 as Penn financial director, these changes were implemented as part of the P30 program announced publicly and led to a significant improvement in the margin. In addition, during his interviews with the Penn’s appointment and corporate governance committee, Mr. Clifford demonstrated obsolete opinions of rapidly evolving industry, and the same posture of resistance to the exploration of solutions generating value, which, in our view, hinder constructive decision -making. Penn attempted multiple resolutions with HG Vora, but all of our attempts to resolution were rejected. Given the violation by HG Vora of its institutional derogations by several state game regulators, our ability to allow HG Vora to influence business governance beyond the assessment of candidates was expressly prohibited.
We appreciate the comments and advice that we received from our shareholders before the annual meeting of this year. We want to make sure that we understand and share their attention on the guarantee that the Penn board of directors is composed optimally to supervise the execution of the company on a strategic plan to stimulate the value of shareholders. The board of directors and the management team remain determined to create value for all shareholders and will continue to take measures in support of this objective.
About Penn Entertainment, Inc.
Penn Entertainment, Inc., with its subsidiaries (“Penn”, or “Company”), is the main supplier of entertainment, sporting and casino game content in North America. Penn operates in 28 jurisdictions throughout
Front instructions
This press release contains “prospective declarations” within the meaning of the 1995 law on private security disputes. Or by discussions on future events, strategies or risks and uncertainties. More specifically, prospective declarations include, but without limiting itself, the declarations concerning: the expectations of the company on future operating results and the financial situation, including, but without limiting itself, income projections, adjusted Ebitda, adjusted Ebitdar and other financial measures; The hypotheses provided concerning directives, including the scale and calendar of investments in company products and technologies; The expectations of the company concerning the results and growth of customers and the impact of competition in retail / mobile / online retail, icasino, social games and retail shops; The development and launch by the company of the products of its interactive segment in the new jurisdictions and improvements of existing interactive segment products, including the content of ESPN BET and BET, and the subsequent development of ESPN BET and the opportunity to bet on our system of management of owners’ accounts and risk platforms and trading; the advantages of the sportsbook agreement between the company and ESPN; The expectations of the company concerning its sportsbook agreement with ESPN and the future success of ESPN Bet; the expectations of the company concerning the acquisitions of action; the expectations of the company with regard to integration and synergies linked to the integration of the company of the time and growth and continuous monetization of the media activities of the company; The expectations of the company according to which its asset portfolio offers an advantage of geographically diverse cash flows of operations; Directorate’s plans and strategies for future operations, including statements relating to the company’s plan to extend game operations thanks to the implementation and execution of a disciplined capital expenses program in our existing properties, the continuation of strategic acquisitions and investments, and the development of new game properties, including development projects and the advantages planned; Improvements, extensions or relocations of our existing properties; entry into new jurisdictions; Expansion of games in existing jurisdictions; strategic investments and acquisitions; Cross opportunities between our retail companies, online sports betting and Icasino companies; Our ability to obtain funding for our development projects in attractive terms; the calendar, cost and the expected impact of capital expenses planned on the operating results of the company; And the actions of regulatory, legislative, executive or judicial decisions at the federal, state, provincial or local levels with regard to our activities and the impact of these actions.
Such declarations are all subject to risks, uncertainties and changes under the circumstances which could considerably affect the financial and future affairs of the company. Consequently, the company warns that the prospective declarations contained herein are qualified by important factors which could ensure that the real results differ significantly from those reflected by such declarations. These factors include: the effects of economic and market conditions on the markets in which the company operates or otherwise, including the impact of global disturbances in the supply chain, price inflation, changes in interest rates, economic slowdowns, changes in commercial policies and geopolitical and regulatory uncertainty; competition with other entertainment, sporting and playing experiences; the expected calendar, cost and impact of investments in products and technology; the risks linked to operations, permits, licenses, funding, approvals and other possibilities within the framework of the growth of new or existing jurisdictions; Our ability to successfully acquire and integrate new properties and operations and to carry out expected synergies of acquisitions; The availability of future loans under our modified credit facilities or other sources of capital to allow us to serve our debt, make expected capital expenses or reimburse or refinance our debt before maturity; the impact of compensation obligations under the Barstool spa; Our ability to achieve the expected financial yields of the Sportsbook agreement with ESPN, including due to costs, costs, taxes or circumstances under the control of the company or the ESPN; The occurrence of any event, change or other circumstances which could give birth to the law of one or two of the company and the ESPN to terminate the sportsbook agreement between companies; the capacity of the company and the ESPN to accept to extend the initial duration of 10 years of the sportsbook agreement on mutually satisfactory conditions, if necessary, and the costs and obligations of these conditions if they are agreed; the outcome of any legal proceedings which can be established against the company, ESPN or their respective directors, managers or employees; the capacity of the company or the ESPN to keep and hire key personnel; the impact of new or changes in current laws, regulations, rules or other industry standards; the impact of militant shareholders; Disappointed results of disputes involving the company, including disputes within the framework of our annual shareholder assembly in 2025; our ability to keep heating Our gaming licenses and concessions and comply with Applicable Gaming Law, Changes in Current Laws, Regulations, Rules Or Other Industry Standards, and Additional Factors Described in the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2024, Subseque 10-Q and Current Reports on Form 8-K, Each as Filed with the
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Mike Nieves
Please, finance and treasurer
Penn Entertainment, Inc.
610-373-2400
Source: Penn Entertainment, Inc.