PENN Entertainment has entered into a cooperation agreement with HG Vora Capital Management, LLC and certain related parties.

The agreement stipulates that the board of directors will take necessary actions to appoint Heather Ace and Jeffrey Fox as Class II directors, both with terms expiring at the company’s 2028 annual meeting of shareholders, and Fabio Schiavolin as a Class III director with a term expiring at the Company’s 2026 Annual Meeting of Shareholders.

Furthermore, the company is committed to using its reasonable best efforts to ensure Mr. Schiavolin’s election at the upcoming 2026 annual meeting, which includes listing him on the proxy card and recommending that shareholders vote in his favor.

The company has also agreed to maintain a minimum of four Class II directors until after the 2028 Annual Meeting. In return, HG Vora has agreed to customary standstill restrictions and non-disparagement obligations, which will remain in effect until 45 days prior to the deadline for shareholder nominations for the 2028 Annual Meeting. The Cooperation Agreement also includes customary voting commitments from HG Vora and other provisions.