Proxy Firms Side With UNITE HERE: PENN’s Classified Board Is On The Hot Seat (And What This Means For Gaming Governance)

(AsiaGameHub) –   Margaret Hale, a governance consultant who’s advised 15+ gaming firms on board structure, says the proxy firms’ backing isn’t just a nod to better oversight—it’s a wake-up call for PENN. “This isn’t about one vote,” Hale explains. “It’s about investors finally saying enough to the company’s history of ignoring shareholder mandates. The 2013 reform that never happened? That’s hanging over this vote. If PENN’s board ignores this again, they risk alienating the institutional investors who’ve stuck with them through digital expansion growing pains.” Hale adds that annual elections could force the board to address lingering questions about financial strategy faster, especially as the gaming industry’s digital arm becomes more competitive.

Two top proxy firms—Institutional Shareholder Services and Glass Lewis & Co.—are urging PENN Entertainment investors to support a proposal ending the company’s classified board structure ahead of the June 16 annual general meeting. The push comes from labor union UNITE HERE, which wants all directors to face annual elections instead of staggered terms. UNITE HERE notes that shareholders approved a similar change over a decade ago, but it was never implemented. PENN owns dozens of gaming and racing properties across the U.S. and has expanded its board and digital business in recent years, but it’s still under scrutiny for governance practices, financial strength, and long-term strategy. The proposal is non-binding, but it asks the board to take steps to implement the change in line with legal rules.

The gaming industry’s shift to digital has amplified investor demand for more accountable governance. Competitors like large casino operators already use annual director elections, proving regulatory complexity isn’t a barrier. This trend isn’t unique to PENN— institutional investors are increasingly tying governance to investment decisions, viewing classified boards as a barrier to agility in fast-changing sectors. If the proposal passes, it could set a precedent for other gaming firms still clinging to staggered terms. For PENN, the vote isn’t just about board structure; it’s about rebuilding trust with shareholders who want a say in how the company navigates digital growth and financial challenges.