Glass Lewis Supports Penn Adding Two Vora Directors
Posted on: June 9, 2025, 09:06h.
Last updated on: June 9, 2025, 09:06h.
- Proxy advisor speaks in favor of Penn directors slate
- Two others endorsed HG Vora proposal to add three board members
- Glass Lewis says Clifford isn’t eligible for election
With a proxy tussle with HG Vora nearing its conclusion, Penn Entertainment (NASDAQ: PENN) landed support from advisory firm Glass, Lewis & Co., which advocated for investors voting in favor of two the hedge fund’s candidates being added to the gaming company’s board while noting a third dissident isn’t eligible for election.
In a report out earlier today, Glass Lewis recommended that Penn shareholders vote in favor of Johnny Hartnett and Carlos Ruisanchez being added to the board. That’s the “White Card” whereas Vora is drumming up support for its “Gold Card” proposal, which also features William Clifford as a candidate.
Based on our review, we believe certain aspects of Clifford’s profile may overlap with existing or anticipated members of the board … the board’s assertion that his background is not sufficiently differentiated — and its unanimous decision not to support him despite backing two other dissident nominees — raises questions as to whether he would bring distinctive value at this time,” according to the Glass Lewis report.
The advisory firm endorsed the Penn proposal after two rivals — Egan-Jones and Institutional Shareholder Services (ISS) — advocated in favor of Clifford, Hartnett, and Ruisanchez joining Penn’s board. The regional casino operator to which Clifford has prior long-standing ties opposes his candidacy, citing his apparent resistance to change and views that don’t reflect the industry’s modernization.
Glass Lewis Says Penn Didn’t Act in Bad Faith
In its appeals to Penn shareholders, Vora has argued that there were supposed to be three board vacancies this year due to a combination of directors not seeking reelection and retirement, but the gaming company cut that number to two.
The hedge fund called that move an “affront” to investor democracy while claiming that Penn may have violated federal and state laws in the process. However, Glass Lewis said Clifford isn’t eligible for election unless Penn decides another seat is open or a court rules in Vora’s favor ahead of the gaming company’s annual meeting on June 17.
“We do not find sufficient evidence that the board acted in bad faith or with the primary purpose of entrenchment,” adds the proxy advisor. “The Company did evaluate all three HG Vora nominees, including through interviews, and provided detailed rationale for its decisions.”
Glass Lewis said the way in which Penn is approaching this year’s board elections is consistent with how it has done so in the past. While Vora isn’t pleased with Penn’s board and its accountability efforts, the casino operator points out that following the following the upcoming meeting, 75% of directors will have joined in the past six years, implying it’s making efforts to bring in independent, outside perspectives.
Penn Response
In expressing pleasure regarding the Glass Lewis report, Penn noted it hasn’t actively solicited votes for its White Card because whether an investor votes for Hartnett and Ruisanchez and the Gold or White cards, the votes count the same.
“Glass Lewis also acknowledges the strength and depth of the skills and experience our directors bring, in addition to our significant refreshment efforts,” according to a statement issued by the Pennsylvania-based casino giant.
Penn added that its board and management team embrace the opportunity to work with all investors to drive long-term value creation. Vora is likely to contest that assertion as it claims $19 billion in shareholder value has been eroded under Penn’s current leadership, blame for which the hedge fund pins on the board, Chairman David Handler and CEO Jay Snowden.
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