Penn Promises to Review HG Vora Demand for Board Seats
Posted on: January 29, 2025, 10:05h.
Last updated on: January 30, 2025, 09:55h.
Shares of Penn Entertainment (NASDAQ: PENN) gained 1.06% in after-hours trading Wednesday after an investor said it’s readying a proxy fight, and as the gaming firm confirmed it received that shareholder’s demand for board seats.

On Wednesday, HG Vora indicated it’s ready to take its quest for board seats directly to Penn investors while nominating three candidates to the regional casino operator’s board. The money manager excoriated Penn for a series of costly gaffes in the online sports betting space, noting those errors shifted attention away from the company’s iGaming and land-based casino opportunity sets.
The hedge fund nominated William Clifford, Johnny Hartnett, and Carlos Ruisanchez to Penn’s board. Clifford was previously a Penn executive who held high-level roles at Pinnacle Entertainment, which was acquired by Penn in 2018. Penn acknowledged receipt of those candidacies.
The Board’s Nominating and Corporate Governance Committee will carefully review HG Vora’s proposed director nominees, in line with PENN’s normal evaluation procedures, and present its formal recommendation regarding the election of directors in the Company’s proxy materials, which will be filed with the U.S. Securities and Exchange Commission ahead of the 2025 Annual Meeting,” according to a statement.
The casino operator’s 2025 annual meeting hasn’t been scheduled.
Penn Wants to Create Shareholder Value
In the statement noting it received HG Vora’s demands, Penn said it endeavors to do something the money manager believes the operator has failed at: create long-term value for investors.
“The PENN Board and management team are committed to creating long-term value for all shareholders and will continue to take actions to achieve that objective,” according to the press release. “We regularly solicit feedback and engage with the investment community about our strategy, performance, and business priorities.”
All public companies purport to be looking to create value for investors, but as HG Vora noted, Penn has failed. Nearly four years ago, the stock hit an all-time high of around $140. It closed at $20.78 on Wednesday.
In the interim, Penn bought Barstool Sports for about $500 million only to dump it for $1 to ink a $1.5 billion deal to use the ESPN brand on its online sportsbooks. That’s among the issues highlighted by irked investors because ESPN Bet has yet to earnestly challenge the dominant online sportsbooks.
HG Vora made clear it’s not impressed by Penn’s share price performance. The money manager said the stock is down 81% over the past four years while shares of rival Boyd Gaming (NYSE: BYD) gained 69% during that span.
Penn May Have to Listen to HG Vora
Penn appears willing to engage in talks with HG Vora, and that’s a starting point. The gaming company likely doesn’t have a choice because the hedge fund has cards to play.
It owns 4.75% of Penn shares outstanding and since it’s prepared for a proxy battle, it could team up with other investors to get its desired outcome. Those could include David Einhorn’s Greenlight Capital and the Donerail Group, which combine to own about 4.7% of Penn equity.
Neither Einhorn nor Donerail has commented on potential support for HG Vora as of yet, but the latter previously pushed Penn to consider selling itself, mentioning many of the same problems as Vora.
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