Penn Entertainment Faces Board Accountability Shake-Up as Key Proxy Firms Endorse Union Proposal

• A nationwide labor union is pushing Penn shareholders to support declassification of the board
• Two major proxy advisory firms back the union’s proposal
• Penn’s annual meeting is on June 16

A labor union advocating that shareholders support its quest to declassify Penn Entertainment’s (NASDAQ: PENN) board elections garnered the backing of two major proxy advisory services.

UNITE HERE, the labor organization pitching board transparency at the regional casino operator, announced today that Glass Lewis & Co. and Institutional Shareholder Services (ISS) are recommending to Penn investors that they vote in favor of the union’s declassification proposal.

These recommendations reinforce what shareholders have communicated for years: that annual director elections enhance board accountability and are a fundamental governance best practice,” said Michael Hachey, UNITE HERE director of gaming industry research, in a statement.

The organized labor group unveiled its proposal to declassify Penn’s board in April, noting the casino giant’s investors approved a similar measure in 2010, but the company never moved on it.

In addition to declassification, UNITE HERE wants Penn to move annual elections of its directors. The endorsements from Glass Lewis and ISS come ahead of Penn’s annual meeting scheduled for June 16.

UNITE HERE Has Success with Similar Pitches

UNITE HERE is no stranger to pushing for enhanced board transparency. In 2019, advocated for similar change at Caesars Entertainment (NASDAQ: CZR), pushing five non-binding proposals, including majority votes. Three years later, went to majority voting for uncontested board elections.

“Today, annual director elections are widely recognized as a governance best practice among public companies and institutional investors,” says the union. “According to data cited in Unite Here’s shareholder communications, declassification proposals in 2025 received average shareholder support of 77.9% and passed at an 86% rate.”

Penn, the largest regional casino operator by number of venues, added two members to its board last year while adding three more directors in February.

Proxy Firms Familiar to Penn

Both Glass Lewis and ISS are familiar to Penn. Amid the gaming company’s 2025 rift with hedge fund HG Vora, ISS supported that investor’s effort to place three candidates on Penn’s board. Egan-Jones, another proxy advisory firm, did as well.

However, Glass Lewis departed from its competitors, supporting the “White Card” plan that resulted in two of Vora’s three preferred candidates making it to the board.

For its part, UNITE HERE believes Penn should switch to annual directors’ elections because the move could serve as a catalyst for long-term shareholder value creation while boosting accounting and reducing “entrenchment risk and better align PENN with prevailing governance standards and shareholder expectations.”