HG Vora-Backed Nominees Elected to Board at Penn Entertainment (PENN) 2025 AGM
Key Summary: On Jan 12, 2024, HG Vora Capital (9.6%) voiced concern over unequal board allocation at the company, citing legal violations, demanding prompt rectification. On Jan 12, 2024, HG Vora Capital (9.6%) voiced concern over unequal board allocation at the company, citing legal violations, demanding prompt rectification. On January 29, 2025, HG Vora Capital Management announced the nomination of three independent directors to PENN’s Board. On April 25, 2025, the company announced that it intends to nominate Johnny Hartnett and Carlos Ruisanchez for election to its Board following discussions with HG Vora Capital Management, LLC. On May 7, 2025, HG Vora, a 4.8% shareholder of PENN Entertainment, sued the company for allegedly cutting a Class II board seat to block nominee William Clifford. At the AGM held on June 17, 2025, shareholders elected the Company’s two director nominees, Johnny Hartnett and Carlos Ruisanchez, recommended by HG Vora Capital to serve on the Company’s Board of Directors
Market Cap: $2.4 billion | PENN Entertainment, Inc., together with its subsidiaries, provides integrated entertainment, sports content, and casino gaming experiences in North America.
- On January 12, 2024, HG Vora Capital Management (9.6%) issued a letter to the company expressing concern about the unequal allocation of members across the company's Board of Directors. HG Vora argues that this unequal allocation violates the Pennsylvania Business Corporation Law and the company's Articles of Incorporation, which require classes of directors to be as nearly equal in number as possible. HG Vora expects the company to rectify this violation promptly and reserves the right to take action to ensure compliance with the law and articles.
- On January 29, 2025, HG Vora Capital Management (4.8%)announced the nomination of three independent directors—William J. Clifford, Johnny Hartnett, and Carlos Ruisanchez—to the Board. HG Vora criticized the Board for poor judgment, failed transactions, and value-destroying actions, particularly the reckless spending of nearly $4 billion on online sports betting investments despite lacking industry expertise. Source
- On April 25, 2025, the company announced that it intends to nominate Johnny Hartnett and Carlos Ruisanchez for election to its Board following discussions with HG Vora Capital Management, LLC
- On May 7, 2025, HG Vora Capital Management sued the company alleging its board unlawfully reduced the number of Class II director seats to block shareholder nominee William Clifford from election. HG Vora claims the move violates federal and state laws and undermines shareholder rights. Despite PENN agreeing to nominate two HG Vora candidates, the firm seeks court intervention to restore the third board seat, correct misleading proxy disclosures, and allow full shareholder choice. HG Vora urges investors to use its GOLD proxy card to vote for all three of its independent nominees. Source
- On May 21, 2025, HG Vora Capital Management posted the investor presentation to their campaign website at www.WinAtPENN.com.
- On June 6, 2025, HG Vora Capital (4.8%) announced that ISS and Egan-Jones recommended shareholders vote FOR HG Vora’s three director nominees, citing PENN’s poor performance, failed interactive strategy, lack of board accountability, and insufficient gaming expertise
- At the AGM held on June 17, 2025, shareholders elected the Company’s two director nominees, Johnny Hartnett and Carlos Ruisanchez, recommended by HG Vora Capital to serve on the Company’s Board of Directors.
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