PENN ENTERTAINMENT INC (PENN)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
PENN ENTERTAINMENT INC · Meeting: June 16, 2026
Directors FOR
1
Directors AGAINST
3
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Class III Directors
Against Analysis
Ms. Kaplowitz has served since 2020, her full tenure overlaps PENN's severe stock underperformance — the company's shares fell 39% over three years while its peer group rose 29%, a gap of nearly 68 percentage points, far exceeding the 20-point trigger threshold for a company with negative returns, and the five-year record is even worse, so no long-term mitigant applies.
Ms. Scaccetti has served since 2015, meaning her entire tenure encompasses PENN's multi-year stock decline — the three-year underperformance gap of 68 percentage points against peers far exceeds the policy threshold, and the five-year picture (PENN down 80% vs. peers down 6%) provides no mitigating offset, warranting an against vote.
As CEO and director since 2019, Mr. Snowden's board tenure fully overlaps the period during which PENN's stock fell 39% over three years while the peer group gained 29% — a gap of 68 percentage points that far exceeds the policy's 20-point trigger threshold for companies with negative absolute returns; the five-year record (PENN -80.5% vs. peers -6.1%) provides no mitigating offset, and under policy, executive directors are subject to the same TSR accountability standard as independent directors, independent of the Say on Pay vote.
For Analysis
Mr. Schiavolin was appointed to the board in February 2026, less than 24 months before the annual meeting, so he is exempt from the TSR performance trigger under policy; he brings over 25 years of relevant international gaming and omnichannel experience.
Two of four Class III nominees — Ms. Kaplowitz (director since 2020) and Ms. Scaccetti (director since 2015) — receive against votes because their tenures fully overlap PENN's severe multi-year stock underperformance; CEO Jay Snowden also receives an against vote under the same TSR trigger applied to executive directors. New nominee Fabio Schiavolin is exempt as a director appointed within the past 24 months.
Say on Pay
✗ AGAINSTCEO
Jay Snowden
Total Comp
$24,126,651
Prior Support
35.49%%
PENN received only 35.49% shareholder support on last year's Say on Pay vote — far below the 70% threshold that triggers a mandatory against vote under policy unless the company has made visible, sufficient changes — and while the company has announced meaningful 2026 program reforms (a 31% CEO pay cut, peer group refresh, and new long-term incentive design), those changes largely apply to 2026 and beyond, not to the 2025 compensation being voted on here. The CEO's reported 2025 total pay of $24.1 million is well above what would be expected for a CEO at a company with a $2.4 billion market cap in the consumer cyclical gaming sector, and the pay-for-performance check fails because above-benchmark incentive pay was paid out during a period when PENN's stock fell 39% over three years while its peer group rose 29% — a 68-percentage-point gap that directly contradicts the purpose of variable compensation. The announced 2026 reforms are encouraging and shareholders should monitor whether they are fully implemented, but the 2025 pay package itself does not pass the policy screens.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$6,703,284
Non-Audit Fees
$2,120
Non-audit fees were only $2,120 against audit fees of $6,703,284 — a ratio of essentially zero percent, well below the 50% threshold — and PwC is a Big 4 firm appropriate for a company of PENN's size; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire under policy.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Advisory Vote on a Shareholder Proposal Requesting Annual Election of Directors
This proposal asks PENN to move from its current classified board structure — where directors serve staggered three-year terms and only one class faces election each year — to a system where all directors are elected annually, which is a widely recognized mainstream governance improvement that gives shareholders more frequent accountability over board members. Annual director elections are standard at the majority of large U.S. public companies and directly address the concern raised by this proxy analysis: under the current staggered structure, shareholders cannot remove underperforming directors from Classes I and II until 2027 and 2028, even when — as here — multi-year stock underperformance is severe. The board's opposition does not override the strong governance case for annual elections, and the proposal receives support under policy as a structural improvement that serves all shareholders' interests.
Overall Assessment
PENN Entertainment's 2026 annual meeting ballot is dominated by executive accountability concerns: three of four Class III director nominees (including the CEO) receive against votes due to PENN's severe multi-year stock underperformance versus its peer group, and Say on Pay receives an against vote driven by a 35.49% prior-year support failure and above-benchmark CEO pay during a period of deep shareholder value destruction. The auditor ratification passes cleanly, and the stockholder proposal to move to annual director elections receives support as a mainstream governance improvement that would strengthen the shareholder accountability currently limited by PENN's staggered board structure.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing