Slide 1: Schedule 14A – PENN Entertainment, Inc.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate b
Slide 2: Genuine Change Is Needed At PENN
On May 21, 2025, HG Vora Capital Management, LLC and certain of its affiliates (collectively, “HG Vora”), the beneficial owners of approximately 4.80% of the outstanding common stock of PENN Entertainment, Inc. (NASDAQ: PENN) (the “Company”), posted the following investor presentation to their campa
Slide 3: Disclaimer
Disclaimer The information contained herein is provided for discussion and general informational purposes only and does not constitute an offering or the solicitation of an offer to purchase an interest in any investment. The views expressed herein are those of HG Vora Capital Management, LLC and it
Slide 4: Disclaimer (Continued)
Disclaimer (Continued) CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS The information herein contains “forward-looking statements.” Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limita
Slide 5: Table of Contents
Table of Contents I Executive Summary 6 II PENN’s Board Has Failed Shareholders 25 III As a Result, PENN’s Stock Has Underperformed 92 IV PENN’s Performance Can Be Improved 100 VI Conclusion 109 VII Appendices 112 4
Slide 6: What Is This Proxy Contest About?
What Is This Proxy Contest About? • PENN Entertainment, Inc. (“PENN” or the “Company”) is a premier regional casino operator in the U.S., with a geographically diverse portfolio of high-quality assets that have historically delivered consistent, predictable cash flows • PENN was well positioned to b
Slide 7: Executive Summary
SECTION I Executive Summary 6
Slide 8: About HG Vora
About HG Vora ▪ HG Vora Capital Management (“HG Vora”) is an SEC-registered investment advisor based in New York City and manages capital for a diverse range of institutional investors ▪ HG Vora specializes in investing across performing credit, stressed and distressed special situations as well as
Slide 9: Executive Summary
Executive Summary Inadequate Board Oversight and PENN’s Strategic Transformation Genuine Change Is Needed to Accountability Have Led to PENN’s Has Destroyed Significant Value Unlock Value at PENN Underperformance ▪ We initially invested in PENN due to its consistent, ▪ In our view, PENN’s underperfo
Slide 10: Overview of PENN
Overview of PENN PENN has two businesses Summary Financials1 Retail (Brick-and-Mortar Casinos) ~85% of 2024 Revenue Revenue ($B) Adjusted EBITDAR ($B) $6.4 $6.4 $6.6 $2.1 $5.9 $2.1 $2.0 50+-year history and legacy of success $1.7 $1.9 $5.3 $1.1 $3.6 Significant scale, with 43 casinos across 20 state
Slide 11: PENN Has a Strong Core Brick-and-Mortar Casino Business
PENN Has a Strong Core Brick-and-Mortar Casino Business… Scaled, Diversified Footprint Retail Business Financial Performance1 Largest regional casino operator by revenue and number of properties Revenue ($B) Exposure to population centers (including 15 of the top 30 Metropolitan Statistical Areas) a
Slide 12: …But PENN Has Abandoned Its Proven Approach
…But PENN Has Abandoned Its Proven Approach PENN Before 2020: PENN Today: A Leading Regional Gaming Company A Risky Bet on an Aspirational OSB Strategy ↗ Focus on Maintaining Best-in-Class Margins ↘ “Outsized cost structure” “[O]ur publicly traded competitors… are focused on EBITDA and Barclays, Feb
Slide 13: PENN's Strategy Shift Has Destroyed Value
PENN’s Strategy Shift Has Destroyed Value PENN was a well-performing company and stock before The ill-founded strategy shift into OSB and poor execution Jay Snowden became CEO and shifted strategy have led to shareholder losses A Total Shareholder Return Total Shareholder Return 8,000% 2000 to 20201
Slide 14: PENN Has Invested Heavily in OSB
PENN Has Invested Heavily in OSB During Jay Snowden’s tenure as President and CEO, PENN has invested nearly double its entire market value in building out its OSB capabilities PENN Has Invested More than $4 Billion in Its Interactive Segment1 $4,254 (75%) $1,053 $550 $2,436 $2,100 $551 BarStool Spor
Slide 15: Interactive Losses Have Mounted
Interactive Losses Have Mounted Cumulative Interactive Segment Adjusted EBITDA ($M) 2019 2020 2021 2022 2023 2024 Q1 2025 $49 $12 $13 ($62) ($464) ($964) ($1,053) [T]he second reason we decided to pursue digital was to build a scaled and profitable stand-alone business at PENN, one we believe would
Slide 16: Financial Results for the Company Have Deteriorated Significantly
Financial Results for the Company Have Deteriorated Significantly PENN’s Financial Results Are Significantly Worse than Before Jay Snowden’s Tenure % Change $ in millions, except per share data FY 2019 FY 2024 (FY 2019 vs. FY 2024) Revenue $5,301 $6,578 24% EBITDAR $1,438 $1,126 (22%) % Margin 27% 1
Slide 17: PENN's Board Has Failed in Its Core Responsibilities
PENN’s Board Has Failed in Its Core Responsibilities We Believe PENN’s Severe and Objective Underperformance Is the Result of the Board’s Failures Board Fulfilled Board Responsibility Description HG Vora’s Assessment Responsibility? Devoted significant resources and management attention to pursuing
Slide 18: PENN Has Disingenuously Evaded and Actively Attempted to Thwart Us
PENN Has Disingenuously Evaded and Actively Attempted to Thwart Us May 2023 December 2024 HG Vora delivered a presentation expressing HG Vora was not restricted under applicable gaming regulations in any state where the concerns regarding the Company’s capital Company operates from submitting advanc
Slide 19: PENN Has Disingenuously Evaded and Actively Attempted to Thwart Us (Continued)
PENN Has Disingenuously Evaded and Actively Attempted to Thwart Us (Continued) Early 2025 During settlement discussions with the HG Vora’s advisors confirmed that while HG HG Vora notified PENN of its intention to Company, HG Vora’s advisors emphasized Vora could not raise corporate governance nomin
Slide 20: PENN Has Not Performed Well Over the Short Term…
PENN Has Not Performed Well Over the Short Term… PENN underperformed its peers and market benchmarks over all relevant periods up until we publicly disclosed our notice of nomination in January 2025… and up until the present day (see pages 93 and 94) PENN’s Relative Total Shareholder Return to Janua
Slide 21: …Or the Long Term
…Or the Long Term PENN’s Relative Total Shareholder Return to January 20251 vs. Company Performance Peers vs. US Gaming Peers vs. Russell 3000 Casino & Gambling Index vs. S&P 600 6-Year 7-Year 8-Year 9-Year 10-Year 7% (16%) (38%) (27%) (46%) (37%) (29%) (45%) (65%) (85%) (107%)(104%) (100%) (111%) (
Slide 22: PENN's Claim That It Is Nearing an Inflection Point Rings Hollow
PENN’s Claim That It Is “Nearing an Inflection Point”1 Rings Hollow PENN Claims that It Is Nearing an “Inflection Point,” Yet… The Company’s stock price is negative year-to- ESPN Bet’s market share remains in the low date and over the last one, two, three, and four single-digits, far below PENN’s lo
Slide 23: HG Vora Sees Multiple Paths to Value Creation
HG Vora Sees Multiple Paths to Value Creation We Believe Genuine Change Can Help Drive Significant Value for Shareholders Initiative Description 1 Enhance Board Composition • Refresh the Board by adding all three independent candidates nominated by HG Vora, including William Clifford • Conduct a pee
Slide 24: We Have Nominated Three Exceptional Independent Candidates
We Have Nominated Three Exceptional Independent Candidates to Help PENN Win Again Biography Relevant Expertise ▪ More than three decades of experience in the gaming industry ▪ Chief Financial Officer and Treasurer of Gaming and Leisure Properties (2013 – 2018) ▪ Spent 13 years as CFO of PENN, during
Slide 25: Shareholders Should Vote the GOLD Proxy Card to Support Genuine Change
Shareholders Should Vote the GOLD Proxy Card to Support Genuine Change PENN’s Board Has Genuine Change Is Needed Destroyed Shareholder Value to Unlock Value at PENN ▼ PENN has underperformed its peers and the broader market over ▲ To ensure the next five years do not look like the last five years un
Slide 26: PENN's Board Has Failed Shareholders
SECTION II PENN’s Board Has Failed Shareholders 25
Slide 27: PENN's Board Has Failed Shareholders
PENN’s Board Has Failed Shareholders Board Responsibility HG Vora’s Assessment PENN Grade Pages Strategy and 1 The Board backed the wrong strategy and allocated capital poorly 27 – 48 Capital Allocation Oversight and 2 The Board has not demanded good execution 49 – 66 Accountability Board Compositio
Slide 28: The Board Backed the Wrong Strategy and Allocated Capital Poorly
SECTION II 1 The Board Backed the Wrong Strategy and Allocated Capital Poorly 27
Slide 29: We Believe PENN Chose the Wrong Strategy to Drive Growth in Digital Gaming
We Believe PENN Chose the Wrong Strategy to Drive Growth in Digital Gaming At the beginning of Jay Snowden’s tenure as CEO, PENN’s Board had to align on a strategy for online gaming, which was poised for rapid growth; in our view, the Board chose the wrong path A PENN’s Decision Points PENN’s Decisi
Slide 30: PENN's Board Was Ill-Equipped to Make This Critical Decision
PENN’s Board Was Ill-Equipped to Make This Critical Decision As PENN was preparing to embark on its new M&A and technology-driven strategy, its Board was almost entirely lacking in the skills necessary to oversee the Company’s significant transformation A EXPERIENCE PENN Directors as of Technology P
Slide 31: OSB Was the Wrong Strategy
OSB Was the Wrong Strategy Remember where [PENN] came from. They were a casino company. And they were a good casino company. But it’s a leap to think that just because you have [casinos], you’re going to get into the sports betting business and make it work. If you’re living quarter to quarter witho
Slide 32: Rush Street Interactive's Success Illustrates PENN's Missed Opportunity
Rush Street Interactive’s Success Illustrates PENN’s Missed Opportunity PENN Prioritized OSB, to the Detriment of Its Online Casino Offering We believe this choice has had profound implications for the business • In our view, Pennsylvania should have been an attractive market for PENN for online cas
Slide 33: PENN Entered the OSB Market Too Late…
PENN Entered the OSB Market Too Late… PENN’s Delayed Entry into OSB May Have Impaired Its Future Opportunity After OSB was effectively legalized in 2018, PENN spent 18 months developing a strategy; other competitors had already established market dominance November 2018 February 2019 By the Beginnin
Slide 34: …And Built Its OSB Business with Three Flawed Transactions
…And Built Its OSB Business with Three Flawed Transactions Target / Counterparty Type of Transaction Year Announced Total Value of Consideration Results • Generated nearly $100 million in cumulative $551 million Adjusted EBITDA losses1 • Controversies threatened PENN’s relationships with A Acquisiti
Slide 35: Other Gaming Companies Were Seemingly Wary of Barstool Sports
A Other Gaming Companies Were Seemingly Wary of Barstool Sports When PENN did the original transaction, they did not know the temperature of Wall Street… If they had bought Barstool – 100% – right away, it would have been probably World War III… Moelis is our banker… [they do] all the gambling merge
Slide 36: PENN Overpaid for Barstool Out of Desperation
A PENN Overpaid for Barstool Out of Desperation Desperate for growth and lured by the promise of OSB, PENN paid a high price to acquire its ownership stake in Barstool Sports Barstool Sports Implied Valuation ~$606 Million ~$450 Million ~$10 to $15 Million $1 Chernin Digital Group Acquisition of 51%
Slide 37: Barstool Sports Controversies Threatened PENN's Regulatory Status
A Barstool Sports Controversies Threatened PENN’s Regulatory Status Barstool’s controversies threatened PENN’s relationships with its gaming regulators Situation Description Gaming Regulator’s Reaction In 2023, Barstool ran a promotion called the “Can’t Lose Parlay,” which featured bets created by
Slide 38: PENN Actively Backed Dave Portnoy at Controversial Moments
A PENN Actively Backed Dave Portnoy at Controversial Moments PENN should have known that Barstool’s brand and outspoken founder might present challenges for a highly regulated public company; it chose to ignore those warnings and stood by Barstool when it faced controversy [Dave Portnoy] rose to fam
Slide 39: Barstool Sports Never Achieved Meaningful Market Share
A Barstool Sports Never Achieved Meaningful Market Share Barstool Sportsbook never achieved meaningful market share during PENN’s ownership, and was never a significant player in the U.S. OSB landscape Barstool Sports National Market Share1 5.0% 3.8% 3.8% 4.1% 3.4% 3.1% 2.8% 2.8% 1.8% 2.1% 1.7% 1.6%
Slide 40: PENN Nonetheless Doubled Down
A PENN Nonetheless Doubled Down Despite ample evidence that Barstool was not meeting expectations, PENN inexplicably doubled down Barstool Did Not Appear to Be Driving Profitability in …Yet, PENN Invested Another $388 Million to Purchase PENN’s Interactive Business… the Balance of Barstool in Februa
Slide 41: PENN's Stated Goals Were Not Achieved
A PENN’s Stated Goals Were Not Achieved What PENN Said About the Barstool Acquisition HG Vora’s Observations Goal Achieved? “[W]e believe the significant reach of Barstool Sports and Barstool’s demographic skewed younger and lower-income, with fewer dollars to loyalty of its audience will lead t
Slide 42: PENN Paid a High Price for theScore's Technology
B PENN Paid a High Price for theScore’s Technology PENN Paid a Rich Multiple and a High Premium for theScore “Valuation is high relative to “We get that PENN needed a theScore today…” tech stack, but buying a media Company for a tech stack, EV/LTM Revenue1 knowing the challenges peers 90.0x have had
Slide 43: The ESPN Bet Partnership Was Costly
C The ESPN Bet Partnership Was Costly PENN Committed to Paying ESPN More than $2 Billion Over the Next 10 Years Cumulative Value of Consideration for ESPN Sportsbook and Investment Agreement ($M)1 $2,050 $1,900 $1,750 $1,600 $550 $1,450 $550 $1,300 $550 $1,150 $550 $1,000 $550 $850 $550 $700 $550 $5
Slide 44: We Believe PENN's ESPN Bet Strategy Was Flawed from the Beginning
C We Believe PENN’s ESPN Bet Strategy Was Flawed from the Beginning ESPN Bet’s Challenge Management’s Optimistic View HG Vora’s Concern Barstool was a learning experience; next time will be better ESPN Bet did not launch until five years after the Supreme Court ESPN Bet Was Late to OSB “We have lear
Slide 45: Other Observers Seemingly Foresaw that PENN Would Struggle with ESPN Bet
C Other Observers Seemingly Foresaw that PENN Would Struggle with ESPN Bet “[W]e wonder if it’s a little too late for “ESPN Bet has a better chance than past “[N]ot many U.S. sports betting / media tie- PENN to crack being a 10%+ market share OSB/media flops (FoxBet, Bally’s, PB/NBC, in deals done t
Slide 46: Mr. Snowden's Refusal to Answer Basic Questions About ESPN Bet
C Mr. Snowden’s Refusal to Answer Basic Questions About ESPN Bet Was Not Reassuring Analysts Had Relevant Questions Regarding ESPN Bet… …Which Mr. Snowden Declined to Answer “Jay, is it possible to give a little more color about how this came together overall?” “Not really. I'd prefer not to get on
Slide 47: These Poor Capital Allocation Decisions Have Led to Impairments…
These Poor Capital Allocation Decisions Have Led to Impairments… Cumulative Impairment Losses ($M)1 Impairment Losses as a % of Revenue, 2020-20241 3.3% $961 $872 $742 $623 $623 2.0% 1.8% 1.0% 1.0% 0.0% 0.0% 0.0% 2020 2021 2022 2023 2024 PENN BYD CZR CHDN RRR LVS MGM WYNN 1. Source: Bloomberg. 46
Slide 48: …And High Leverage…
…And High Leverage… Lease-Adjusted Net Leverage1 PENN’s leverage has increased more than 2.5 turns since the ESPN Bet deal was announced in August 2023 8.6x 7.9x 7.2x 7.3x 6.0x 4.5x 4.6x 4.7x 4.7x 4.3x 4.3x 4.4x 4.0x 3.9x 4.1x 4.0x 1Q 21 2Q 21 3Q 21 4Q 21 1Q 22 2Q 22 3Q 22 4Q 22 1Q 23 2Q 23 3Q 23 4Q
Slide 49: …And Substantial Questions About the Strategy
…And Substantial Questions About the Strategy “It's quite surprising that PENN “I think there’s a pretty compelling “Has PENN’s interactive “ESPN Bet is still not on pace to has invested heavily in case to be made for PENN to strategy continued to meet its original target of a developing an online s
Slide 50: The Board Has Not Demanded Good Execution
SECTION II 2 The Board Has Not Demanded Good Execution 49
Slide 51: Overall Operating Performance Has Meaningfully Deteriorated
Overall Operating Performance Has Meaningfully Deteriorated Adjusted EBITDAR ($M)1 Free Cash Flow ($M)1 GAAP Earnings per Share1 $0.37 $1,605 $513 $1,292 ($2.05) ($123) 2019 2024 2019 2024 2019 2024 1. Source: FactSet and Company filings. 50
Slide 52: Interactive Costs Are Too High…
Interactive Costs Are Too High… PENN’s Interactive Segment Has Similar Scale …Yet PENN Interactive Is Deeply Unprofitable to those of Boyd, Caesars and RSI… Because It Is Burdened by Expenses Related to ESPN Bet 2024 Revenue from Digital Segment ($M)1,2 2024 EBITDA from Digital Segment ($M)1,2 $1,16
Slide 53: …And Margins Have Declined…
…And Margins Have Declined… PENN’s Peers Have Expanded EBITDAR Margins, while PENN’s Margins Have Declined Change in EBITDAR Margin from 2019-2024 (bps)1 1,658 928 723 694 419 (828) RRR CHDN BYD CZR WYNN PENN 1. Source: Bloomberg. 52
Slide 54: …And Are Expected to Remain Inferior
…And Are Expected to Remain Inferior Analysts Expect PENN’s Interactive Margins to Remain Low Relative to Peers Consensus Digital Segment EBITDA Margin1 25% 26% 20% 16% 14% 14% 14% 14% 12% 10% 6% (7%) 2025E 2026E 2027E PENN Interactive Rush Street Interactive² Boyd Online Caesars Digital PENN… conti
Slide 55: ESPN Bet Has Failed to Gain Meaningful Market Share…
ESPN Bet Has Failed to Gain Meaningful Market Share… ESPN Bet used sign-up bonuses to incentivize trial upon launch, but quickly ceded market share; by Mr. Snowden’s own admission, ESPN Bet has failed to meet his goal of competing for a “podium position”1 ESPN Bet Monthly Market Share and Ranking Si
Slide 56: …And Has Performed Poorly in Key States
…And Has Performed Poorly in Key States ESPN Bet’s Market Share Is in the Low Single-Digits in the States with the Largest OSB Markets #1 | New York #2 | Illinois #3 | New Jersey #4 | Ohio #5 | Pennsylvania $2.0B $1.2B $1.1B $882M $742M 2024 Gross Gaming Revenue 2024 Gross Gaming Revenue 2024 Gross
Slide 57: ESPN Bet Underperformed During the Critical 2024 NFL Season
ESPN Bet Underperformed During the Critical 2024 NFL Season During its first full NFL season after launch, ESPN Bet lagged behind its peers in terms of app downloads U.S. OSB NFL Season App Downloads (iOS and Android) (in millions)1 4.1 4.0 1.9 1.4 1.2 1.2 1.0 0.5 FanDuel DraftKings Hard Rock bet365
Slide 58: PENN's Interactive User Base Has Declined Since the Launch of ESPN Bet…
PENN’s Interactive User Base Has Declined Since the Launch of ESPN Bet… Despite PENN’s claims that ESPN Bet would drive top-of-funnel growth, the Company’s Interactive user base has declined significantly over the last year Average Monthly Active Users (in 000s)1 771 (27%) 684 542 560 465 429 Q4 202
Slide 59: …And By PENN's Own Measures, ESPN Bet Has Underperformed
…And By PENN’s Own Measures, ESPN Bet Has Underperformed PENN’s opportunity for a “podium position” in OSB looks increasingly remote, as the Company expects its market share to continue to trend well below the targets it set when the ESPN Bet deal was announced Sports Betting Handle Market Share 37.
Slide 60: OSB Hold Rate (Revenue) Is Too Low
OSB “Hold Rate” (Revenue) Is Too Low The “hold” percentage refers to the amount wagered that the casino retains as revenue; PENN’s gross hold for Barstool and ESPN Bet has consistently been below the peer median Aggregated OSB Gross Hold Rate1 +140 bps +60 bps 8.6% 7.2% 6.2% 5.6% Peer Median² ESPN B
Slide 61: Meanwhile, Even PENN's Core Business Has Deteriorated…
Meanwhile, Even PENN’s Core Business Has Deteriorated… LTM Retail Segment Revenue ($B)1 LTM Retail Segment Adjusted EBITDAR ($B)1 $2.5 39.0% 38.3% $2.4 38.0% $5.8 $5.8 $5.8 $2.3 $5.7 $5.7 $5.7 37.0% $5.7 $5.7 $2.2 $2.2 $5.6 $5.6 $5.6 $5.6 $5.6 $2.1 $2.1 $2.1 $2.1 36.0% $2.1 $2.1 $2.0 $2.0 $2.0 $2.0
Slide 62: …Resulting in the Collapse of Returns on Capital
…Resulting in the Collapse of Returns on Capital PENN Has Gone from an Industry Leader …to an Industry Laggard with Respect to Return on Invested Capital… 2016-2019 Average ROIC1 2021-2024 Average ROIC1 17.1% 14.8% 13.1% 9.5% 8.7% 8.5% 8.1% 8.1% 7.4% 6.8% 5.4% 5.6% 3.5% 3.4% 2.8% 1.7% LVS PENN CHDN
Slide 63: The Company Has Meaningfully Missed Guidance
The Company Has Meaningfully Missed Guidance PENN Has Missed Adjusted EBITDAR Guidance Significantly for the Last Two Years Adjusted EBITDAR ($B)1 $1.875 to $2.0 (22%) $1.485 to $1.645 (17%) $1.51 $1.29 Initial Guidance Actual Initial Guidance Actual 2023 2024 [W]e have not been as tight and accurat
Slide 64: Forecasts for the Interactive Segment Have Been Particularly Unreliable
Forecasts for the Interactive Segment Have Been Particularly Unreliable PENN Has Consistently Moved the Goalposts with Respect to Its Expectations for Interactive Segment Profitability The Company has pushed its breakeven point back more than four years from its original estimate First Target | 2021
Slide 65: We Believe the Board Has Failed to Recruit the Right Leadership Team…
We Believe the Board Has Failed to Recruit the Right Leadership Team… PENN’s Leadership Team Lacks Experience in OSB and Online Casino Gaming Prior OSB Prior Online Casino PENN Executive Prior Role Experience? Experience? Jay Snowden President and CEO Chief Operating Officer Felicia Hendrix Chie
Slide 66: …And Failed to Retain the Team It Did Recruit
…And Failed to Retain the Team It Did Recruit PENN’s Interactive Strategy Was Previously Led …All of Whom Abruptly Departed in 2024 by Members of the Levy Family… PENN Entertainment Announces Interactive John Levy Benjie Levy Leadership Transition Scheduled for April 2024 January 31, 2024 Founder an
Slide 67: But PENN's Leadership Is Full of Excuses
But PENN’s Leadership Is Full of Excuses PENN’s Challenge Mr. Snowden’s Explanation HG Vora’s Perspectives PENN should have known better; virtually as soon as the transaction was “The Gaming Industry Is Too Heavily Regulated” announced, observers noted the potential risks associated with Barstool’
Slide 68: The Board Lacks Sufficient Relevant Expertise, Alignment and Accountability
SECTION II 3 The Board Lacks Sufficient Relevant Expertise, Alignment and Accountability 67
Slide 69: The Board is Still Not Comprised of Directors Whose Skills Align with OSB
The Board is Still Not Comprised of Directors Whose Skills Align with OSB or Online Casino EXPERIENCE PENN Directors as of Technology Product Strategic May 2025 Primary Industry Background M&A Development & Operations Online Gaming Transformation B A Vimla Black-Gupta Consumer packaged goods Anuj Dh
Slide 70: PENN's Directors Own Very Little Stock…
PENN’s Directors Own Very Little Stock… We Believe PENN’s Directors Lack Alignment with Shareholders Because They Own Relatively Little Stock Value of Position in PENN ($M)1 Independent Directors' Aggregate Ownership $9 ~35x Mr. Snowden's Ownership $43 ~8x HG Vora's Ownership $117 $210 $327 Common S
Slide 71: …And Have Been Selling
…And Have Been Selling PENN’s Directors – Especially Mr. Snowden – Have Been Selling Shares, Insulating Themselves from PENN’s Decline Cumulative Value of Shares Sold ($M)1 Mr. Snowden has sold >$40 million in stock since he was appointed CEO $69 $69 $67 $62 $37 $14 $14 $14 $10 $10 $10 $10 $10 $8 $8
Slide 72: PENN's Governance Framework Does Not Ensure Accountability
PENN’s Governance Framework Does Not Ensure Accountability PENN’s Governance Makes It Difficult for Shareholders to Hold the Board Accountable1 Percentage of Companies with Provision Company Company US S&P 500 S&P 600 Proxy Peers Performance Peers Gaming Peers Majority Vote Standard 50% 50% 40% 92
Slide 73: The Board Has Failed to Align the Interests of Management and Shareholders
SECTION II 4 The Board Has Failed to Align the Interests of Management and Shareholders 72
Slide 74: We Believe PENN's Compensation Program Is Deeply Flawed
We Believe PENN’s Compensation Program Is Deeply Flawed HG Vora’s Perspective Summary Observations • Mr. Snowden’s target compensation is higher than all but one of his peers, despite the fact that he is the second-worst performing CEO among his peers, and PENN is the second-smallest company PENN’s
Slide 75: Mr. Snowden's Target Compensation Is Too High…
A Mr. Snowden’s Target Compensation Is Too High… Market Value ($B)1 $38B $31B $25B PENN is the second- $17B smallest company in $2B $3B $6B $6B $7B $8B $9B $9B $2B its peer group… LGF.A PENN RRR BYD CZR SIRI ROKU WYNN MGM DKNG LVS LYV EA Annualized TSR During CEO's Tenure1 15% 15% …And Mr. Snowden 5
Slide 76: …And Has Grown Rapidly…
A …And Has Grown Rapidly… The compensation of PENN’s executives has been growing for years, even though PENN itself has not grown meaningfully by any relevant metric Total Executive Compensation Opportunity at Target ($M)1 Growth from 2021 to 2024 (Indexed to 100)1,2 200 Total NEO $25.3 184 Compensa
Slide 77: …Even After an Unusual and Excessive Mega-Grant in 2021
A …Even After an Unusual and Excessive “Mega-Grant” in 2021 The 2021 mega-grant gave Mr. Snowden—who at the time was just one year into his tenure as CEO—the opportunity to earn ~4.6x more than what he had earned during his previous ten years at PENN Jay Snowden's Compensation Opportunity ($M)1 Cumu
Slide 78: Payouts Have Been High Despite Poor Performance…
B Payouts Have Been High Despite Poor Performance… PENN has consistently paid out executive bonuses at or near target levels despite the Company’s persistent total shareholder return underperformance Incentive Plan Payout Levels1 Total Shareholder Return During Calendar Year1 150% 150% PENN Company
Slide 79: …Because the Compensation Committee Adjusted Targets Post Hoc…
B …Because the Compensation Committee Adjusted Targets Post Hoc… While PENN’s Interactive segment lost more than $400 million in 2023, PENN’s Compensation Committee simply adjusted the targets and used a pro forma EBITDAR calculation and executives were paid at 99% Adjusted EBITDAR ($B)1 Original 20
Slide 80: …And Has Set Targets Below Prior Year Performance
B …And Has Set Targets Below Prior Year Performance For 2024, the Compensation Committee set Adjusted EBITDAR targets that, in our view, should have been easily achievable; however, the Company failed to reach even these modest targets Adjusted EBITDAR ($M) $1,485 to $1,645 $1,513 $1,470 $1,454 $1,2
Slide 81: PENN's Equity Grant Practices Are Also Excessive…
C PENN’s Equity Grant Practices Are Also Excessive… The Company’s stock-based compensation and burn rate have increased dramatically in recent years Stock-Based Compensation ($M)1 Value-Adjusted Burn Rate1,2 $85.9 2.99% The target value of Jay Snowden’s 2024 equity 2.65% grant is higher than the sto
Slide 82: …And Based on a False Premise of Performance
C …And Based on a False Premise of Performance PENN has falsely claimed that its performance justifies such excessive equity grants 10-Year Total Shareholder Return Through Filing of 2025 Proxy Statement1,2 347% 95% 53% 53% 47% (5%) US Gaming Peers S&P 600 Company Proxy Peers Company Performance Pee
Slide 83: Other Shareholders Seemingly Share Our Concerns Regarding Compensation
Other Shareholders Seemingly Share Our Concerns Regarding PENN’s Compensation PENN Has One of the Worst Say-on-Pay Track Records in the S&P 600 Over the Last Three Years Just 17 companies in the Say-on-Pay Proposal Support1 S&P 600 have a lower PENN Company Proxy Peers Company Performance Peers US G
Slide 84: We Believe PENN's Private Jet Use Is Excessive and Unnecessary
We Believe PENN’s Private Jet Use Is Excessive and Unnecessary PENN’s Executives Are Frequent Fliers Total Flights1 • PENN owns two private jets: a Bombardier 294 Challenger 600 and a Learjet 45 247 221 128 192 • Over the last five calendar years, PENN’s 151 106 aircraft have logged more than 1,100
Slide 85: Private Jet Use (Continued)
We Believe PENN’s Private Jet Use Is Excessive and Unnecessary (Continued) Mr. Snowden and Ms. Hendrix Appear to Be Using PENN’s Corporate Aircraft as Their Personal Uber Service # Flights # Flights Total Flights Location Comments Origin Destination To/From Reading, PA 381 379 760 PENN’s headquarter
Slide 86: The Board Has Failed to Engage with Shareholders in Good Faith
SECTION II 5 The Board Has Failed to Engage with Shareholders in Good Faith 85
Slide 87: PENN Has Repeatedly Sought to Avoid Accountability to Shareholders
PENN Has Repeatedly Sought to Avoid Accountability to Shareholders 1 Maintained Sizes Unequal Class 2 Argued to Gaming Regulator to Bar Shareholder Nominations 3 Threatened to Invalidate HG Vora’s Nomination Notice ▪ In June 2021, PENN’s classified Board expanded ▪ The gaming industry is highly regu
Slide 88: PENN Has Repeatedly Sought to Avoid Accountability (Continued)
PENN Has Repeatedly Sought to Avoid Accountability to Shareholders (Continued) Limited HG Vora’s Ability Abruptly Reduced the Number Filed Materially False and 4 to Discuss Constructive 5 of Directors Up for Election in 6 Misleading Proxy Materials Resolutions 2025 ▪ During settlement discussions wi
Slide 89: Board Reduction Scheme Was an Egregious Act of Entrenchment
We Believe PENN’s Board Reduction Scheme Was an Egregious Act of Entrenchment PENN Delivered a Misleading 14a-19 Notice The Board Reduced the Number of Seats Up for Election at the Annual Meeting The Company issued a press release indicating that the Board In a required notice, PENN indicated that t
Slide 90: PENN Is in Blatant Violation of the Universal Proxy Rules
We Believe PENN Is in Blatant Violation of the Universal Proxy Rules PENN is depriving shareholders of the ability to choose from all three validly nominated director candidates …Yet, PENN’s proxy card omits the name of one of HG Vora’s HG Vora properly nominated three independent candidates candida
Slide 91: Observers Have Questioned PENN's Scheme to Manipulate the Election
Observers Have Questioned PENN’s Scheme to Manipulate the Election “Almost certainly, [HG Vora] would have won that third seat if investors “[PENN’s] board was suspiciously silent had been allowed to vote for its nominee. Rather than suffer the ignominy about its decision to nominate Ruisanchez and
Slide 92: PENN Intends to Appoint Directors Unilaterally After the Annual Meeting
We Believe PENN Intends to Appoint Directors Unilaterally After the Annual Meeting We are concerned that, after reducing the size of the Board to thwart the will of shareholders at the Annual Meeting, the Board will add back the seat it removed and unilaterally appoint a director of its choosing aft
Slide 93: As a Result, PENN's Stock Has Underperformed
SECTION III As a Result of the Board’s Failures, PENN’s Stock Has Underperformed 92
Slide 94: PENN Has Underperformed on a TSR Basis Over the Short Term…
PENN Has Underperformed on a TSR Basis Over the Short Term… PENN’s Relative Total Shareholder Return to Present1 vs. Company Performance Peers vs. US Gaming Peers vs. Russell 3000 Casino & Gambling Index vs. S&P 600 1-Year 2-Year 3-Year 4-Year 5-Year 16% 19% 10% (3%) (17%) (16%) (28%) (43%) (46%) (5
Slide 95: …And the Long Term
…And the Long Term PENN’s Relative Total Shareholder Return to Present1 vs. Company Performance Peers vs. US Gaming Peers vs. Russell 3000 Casino & Gambling Index vs. S&P 600 6-Year 7-Year 8-Year 9-Year 10-Year (14%) (21%) (24%) (25%) (28%) (48%) (51%) (65%) (59%) (57%) (81%) (74%) (94%) (99%) (104%
Slide 96: PENN Has Destroyed Nearly $19 Billion in Shareholder Value
PENN Has Destroyed Nearly $19 Billion in Shareholder Value PENN’s Share Price Has Declined by Nearly 90% Compared to Its 2021 Peak $136.47 ~$19 Billion of Lost Market Value Since 2021 Peak $16.15 [W]e remain busy at work on a variety of growth initiatives, all with a focus on driving shareholder val
Slide 97: Shareholders Have Lost Money Over Almost All Recent Time Periods
Shareholders Have Lost Money Over Almost All Recent Time Periods PENN’s Absolute TSR Performance Over the Last Decade1 1-Year 2-Year 3-Year 4-Year 5-Year 6-Year 7-Year 8-Year 9-Year 10-Year 15% (6%) (4%) (5%) (14%) (26%) (38%) (43%) (58%) (82%) S&P 600 Absolute TSR: (3%) 12% 1% (4%) 84% 39% 42% 60%
Slide 98: PENN's TSR Has Trailed Most of Its Peers
PENN’s TSR Has Trailed Most of Its Peers PENN’s Relative TSR vs. Individual Peers1 Relative TSR for the Period Ending April 25, 2025 PENN'S TSR Relative to: 1-Year 2-Year 3-Year 4-Year 5-Year During CEO's Tenure S&P 600 (3%) (55%) (59%) (78%) (69%) (66%) Company Performance Peers 16% (17%) (60%) (54
Slide 99: Analysts Are Increasingly Bearish
Analysts Are Increasingly Bearish Mean Price Targets Have Declined Dramatically Analysts Are Less Enthusiastic About PENN than Other Gaming Peers Mean Analyst Price Target1 % Buy / Overweight Ratings1,2 $114.15 77% 75% 71% 65% (80%) 38% $23.37 Mar. 2020 Mar. 2021 Mar. 2022 Mar. 2023 Mar. 2024 Mar. 2
Slide 100: Analysts Are Increasingly Bearish (Continued)
Analysts Are Increasingly Bearish (Continued) Analysts Do Not Appear to Share Mr. Snowden’s Optimism Regarding PENN’s Opportunity Event Decline in 2025 EBITDAR Consensus1 Decline in 2025 EPS Consensus1 Mr. Snowden’s Perspective on the Future "[W]e feel like we're strongly positioned. We've got some
Slide 101: PENN's Performance Can Be Improved
SECTION IV PENN’s Performance Can Be Improved 100
Slide 102: Initiatives to Enhance PENN's Performance
Initiatives to Enhance PENN’s Performance We Believe Genuine Change Can Help Drive Significant Value for Shareholders Initiative Description 1 Enhance Board Composition • Refresh the Board by adding all three independent candidates nominated by HG Vora, including William Clifford • Conduct a peer be
Slide 103: HG Vora's Nominees Have Necessary Skills and Experience
1 HG Vora’s Nominees Have Necessary Skills and Experience While PENN has indicated that the Board intends to nominate Messrs. Hartnett and Ruisanchez at the Annual Meeting, we believe the Board would benefit from the addition of all three candidates nominated by HG Vora William Clifford Johnny Hartn
Slide 104: All Three Independent Nominees Would Be Additive to the Board
1 By PENN’s Own Standards, All Three Independent Nominees Would Be Additive to the Board PENN’s Qualifications, Skills and Experience Matrix William Johnny Carlos (from the Company’s 2025 Proxy Statement) Clifford Hartnett Ruisanchez Corporate Governance ● ● Corporate Stewardship ● Cybersecurity ● F
Slide 105: HG Vora's Nominees Have Expertise in Critical Areas
1 HG Vora’s Nominees Have Expertise in Critical Areas We believe the candidates nominated by HG Vora are well positioned to help the Board address PENN’s most challenging and pressing strategic issues EXPERIENCE Technology Product HG Vora’s Nominees M&A Development & Operations Online Gaming Strateg
Slide 106: Industry Executives and Analysts Have Spoken Highly of Our Nominees
1 Industry Executives and Analysts Have Spoken Highly of Our Nominees “Bill [Clifford] has been a significant part of everything that we have “Carlos brings relevant gaming industry and done in this company, all the major movements over the years… [W]e capital markets knowledge and experience… built
Slide 107: We Believe PENN Should Reassess Its Compensation Program
2 We Believe PENN Should Reassess Its Compensation Program In our view, PENN has failed to align pay with performance We believe HG Vora’s nominees can help ensure that the Board conducts a comprehensive assessment of the Company’s deeply flawed compensation program, including areas we have highligh
Slide 108: The Board Should Review the Company's Strategy and Leadership
3 The Board Should Review the Company’s Strategy and Leadership In our view, PENN has spent far too much time and shareholder capital without a clear focus on the Company’s strengths or a coherent long-term strategy We believe the candidates nominated by HG Vora can help ensure that the Board conduc
Slide 109: The Board Should Carefully Examine the Company's Interactive Business
3 The Board Should Carefully Examine the Company’s Interactive Business Key Components of PENN’s Interactive Business We believe PENN has not realized the full Challenges Key Questions for the Board opportunity of its Interactive business Should PENN continue its partnership with ESPN beyond 2026?
Slide 110: Conclusion
SECTION V Conclusion 109
Slide 111: Shareholders Should Support Change at PENN
Shareholders Should Support Change at PENN Inadequate Board Oversight and PENN’s Strategic Transformation Genuine Change Is Needed to Accountability Have Led to PENN’s Has Destroyed Significant Value Unlock Value at PENN Underperformance ▪ We initially invested in PENN due to its consistent, ▪ In ou
Slide 112: Vote the GOLD Proxy Card to Support Genuine Change at PENN
Vote the GOLD Proxy Card to Support Genuine Change at PENN Help us send a message to PENN that the status quo is unacceptable Vote using the GOLD proxy card “FOR” all three candidates nominated by HG Vora: William Clifford, Johnny Hartnett and Carlos Ruisanchez Because PENN intends to nominate two o
Slide 113: Nominee Biographies
APPENDIX Nominee Biographies 112
Slide 114: HG Vora Nominee Biography: William Clifford
HG Vora Nominee Biography: William Clifford William Clifford has more than 30 years of experience delivering excellent returns for shareholders in the gaming industry Seasoned Gaming Industry Executive Former Senior Vice President, Chief Financial Officer and Treasurer of Gaming and Leisure Proper
Slide 115: HG Vora Nominee Biography: Johnny Hartnett
HG Vora Nominee Biography: Johnny Hartnett Johnny Hartnett has decades of experience building and running OSB and gaming businesses Experienced at Growing and Leading Gaming Businesses Former CEO of Superbet Group ‒ Under his leadership, revenue grew 7x and profitability increased 5x Former Chie
Slide 116: HG Vora Nominee Biography: Carlos Ruisanchez
HG Vora Nominee Biography: Carlos Ruisanchez Carlos Ruisanchez has a strong track record of capital allocation and value creation for shareholders Entrepreneurial and Gaming Industry Success Former President and Chief Financial Officer of Pinnacle Entertainment ‒ Helped drive a nearly 5x total ret
Slide 117: For Shareholders / For Media
FOR SHAREHOLDERS FOR MEDIA Bruce Goldfarb/Chuck Garske Jonathan Gasthalter/Nathaniel Garnick/Iain Hughes Okapi Partners Gasthalter & Co. (877) 629-6355 (212) 257-4170 info@okapipartners.com info@gasthalter.com