HG Vora Makes Final Push for Votes in Penn Proxy Fight
Posted on: June 9, 2025, 04:25h.
Last updated on: June 9, 2025, 04:25h.
- Hedge fund attempting to procure votes for its “Gold Card” directors slate
- Penn’s annual meeting is scheduled for June 17
Like a politician making a late October play for votes in advance of Election Day, HG Vora is engaging in a final push for support of its “Gold Card” directors slate in advance of Penn Entertainment’s (NASDAQ: PENN) annual meeting on Tuesday, June 17.
Today, the hedge fund sent another letter to Penn investors, reminding them that time is running out for them to have their say when it comes to bringing “shareholder-driven change to PENN’s boardroom.” At issue is Vora’s insistence that the regional casino operator add three of the investor’s hand-picked candidates to Penn’s board. Penn has agreed to adding to a pair of those candidates, a decision that rankled the money manager.
PENN Entertainment’s 2025 Annual Meeting of Shareholders is just one week away. Cast your vote TODAY for all three director candidates nominated by HG Vora — William Clifford, Johnny Hartnett and Carlos Ruisanchez — using the GOLD Proxy Card to bring shareholder-driven change to PENN’s boardroom,” according to the Vora letter.
Clifford, who previously held high-level roles at Penn and affiliated companies from 2001 to 2014, is the candidate the gaming company balked at. The operator reiterated that view last Friday, calling his views on the industry “antiquated” while noting his resistance to change could do more than harm than good at the firm.
Vora Leans Into Proxy Advisory Firms’ Commentary
Vora scored some victories last week when a pair of proxy advisory firms — Egan-Jones and Institutional Shareholder Services (ISS) — weighed in in the hedge fund’s favor. The asset manager made use of those firms’ commentary in its Monday letter.
“Don’t just take our word for it: leading proxy advisory firms Institutional Shareholder Services, Inc. and Egan-Jones Proxy Services recommend that PENN shareholders vote ‘FOR’ all three director candidates using the GOLD Proxy Card, and Glass Lewis & Co., LLC similarly recommends that shareholders vote for Messrs. Hartnett and Ruisanchez. In making their recommendations,” noted the Penn investor.
ISS, the largest firm of its kind, advocated in favor of Clifford, Hartnett, and Ruisanchez joining Penn’s board while chastising current directors for not learning “tangible lessons from its record in approving company acquisitions” relating to online sports betting — an area in which Penn has spent significant capital only to cobble together minimal market share.
Penn fired back, noting that ISS said the gaming company appeared to have given proper consideration to all three Vora candidates. The ESPN Bet parent added that in attempted multiple resolutions with Vora, but on each occasion, the hedge fund refused those proposals. The casino operator also pointed out that when Hartnett and Ruisanchez join the board, 75% of the members will have been added since 2019, implying the director group has been kept fresh.
What’s Next in Penn/Vora Flap
Barring an “October surprise” of sorts, it’s likely all that’s left for HG Vora and Penn to do is rally votes in favor of their respective positions in advance of the June 17 annual meeting.
Speculating as to how the gaming company’s major investors are leaning is likely a fool’s errand because they’re not talking about it. In recent weeks, Casino.org has reached to Advent Capital Management, David Einhorn’s DME Capital Management and the Donerail Group — the investor that last year pushed Penn to consider selling itself — and none of those firms have returned requests for comment.
Vora and DME are Penn’s fifth- and sixth-largest shareholders, respectively, combining to hold nearly 9% of the gaming company’s outstanding equity.
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