Penn Bends Knee to Vora, Nominates Hedge Fund Picks to Board

• Casino operator will nominate Hartnett, Ruisanchez  to board
• Hedge fund previously bashed gaming company’s online betting missteps, board composition

Penn Entertainment (NASDAQ: PENN) is acquiescing to HG Vora, telling investors Friday it will nominate two of the hedge fund’s candidates to its board of directors.

In January, Vora nominated William Clifford, Johnny Hartnett, and Carlos Ruisanchez to Penn’s board. At that time, the regional casino operator promised to take those recommendations under consideration. The Pennsylvania-based gaming company said Friday it will nominate Hartnett and Ruisanchez to its director slate following discussions with the money manager.

The board continues to believe there is significant opportunity for value creation at Penn, particularly within our interactive segment,” said Penn in a statement. “Johnny and Carlos bring critical expertise and experience in the gaming industry, across both digital and retail, that are aligned with the board’s priorities and are tailored to the opportunities in front of us.”

No reason was given as to why Clifford wasn’t included. He was previously a Penn executive who held high-level roles at Pinnacle Entertainment, which was acquired by Penn in 2018.

Still No Firm Agreement with Vora

In December 2023, it was revealed that HG Vora, a hedge fund with a track record of investing in casino equities, held 18.5% of Penn shares and was demanding that the gaming company grant it board seats.

Penn noted there are now three directors seats that need to be filled. Barbara Shattuck Kohn and Saul Reibstein won’t stand for reelection this year and Ron Naples told the board he’s retiring with immediate effect. Penn’s board now consists of eight members, seven of which are considered independent.

HG Vora previously blasted Penn regarding the composition of its board of directors, claiming the gaming company is in violation of the the Pennsylvania Business Corporation Law of 1988 (BCL) as well as the operator’s own articles of incorporation.

Penn Didn’t See Value in Proxy Fight

HG Vora was a prepared for a proxy fight with Penn. The stock closed at $16.15 today — a far cry from the all-time high of $142 seen 49 months ago. That decline may have signaled Vora would have found a receptive audience with a proxy tussle.

Though the two sides don’t have an agreement in place, Penn felt it was in the best interest of investors to avoid a battle with the hedge fund.

“The Company remains focused on realizing the significant value creation opportunity across the business, and the Board believes a costly and distracting proxy fight is not in the best interests of PENN and its shareholders,” according to the press release.