Two Vora Nominees Joining Penn Board, Clifford Garners Majority Support
Posted on: June 17, 2025, 03:49h.
Last updated on: June 17, 2025, 03:49h.
- HG Vora nominees Hartnett, Ruisanchez joining Penn Entertainment board
- Clifford receives majority support as well
- His fate could be determined in court
At Penn Entertainment’s (NASDAQ: PENN) annual meeting today, the regional casino operator formally accepted two HG Vora candidates to its board of directors with a majority of the votes cast being favor of the hedge fund’s “Gold Card” slate, which included a third independent director.
Both the gaming company and the money manager issued statements confirming Johnny Hartnett and Carlos Ruisanchez will be joining the board. In its press release, Vora noted the candidacy of William Clifford — the third dissident candidate — “was supported by dozens of institutional investors and actively managed funds and received a majority of votes cast in the election.”
More than 55% of all votes cast in the election were submitted on HG Vora’s GOLD proxy card, and we believe approximately 5 of the Company’s top 30 institutional investors voted on the Company’s white proxy card, based on preliminary tabulations from HG Vora’s proxy solicitor, Okapi Partners,” according to the Vora statement.
Parag Vora, the founder of the hedge fund that initiated a proxy fight against the casino company, said the vote clearly indicates Penn investors want “genuine change” at the firm and that includes Clifford eventually being seated on the board.
Where Clifford’s Candidacy Stands Today
Entering the annual meeting, Penn had two open board seats, but Vora previously asserted the gaming company intentionally cut that number from three. The money manager said that move stifles shareholder democracy.
Earlier this year, one Penn director announced his retirement and a pair said they would not stand for reelection, implying three board seats would be open. Despite considerable back-and-forth between the operator and Vora, no agreement was reached, leaving Clifford’s candidacy hanging in the balance while prompting a lawsuit from Penn.
That case is in the hands of the United States District Court for the Eastern District of Pennsylvania and it’s possible that if the court eventually rules in favor of Vora, relief could include a legal mandate that the votes cast in favor of Clifford be acknowledged, potentially leading to him being seated on the board. However, that’s speculation at this point.
“William Clifford, the third independent director nominee put forth by HG Vora and whose proper nomination the Company refused to acknowledge, was supported by dozens of institutional investors and actively managed funds and received a majority of votes cast in the election,” according the to the press release issued by Vora.
Penn Balked at Clifford Candidacy
In advance of Penn’s annual meeting, some proxy advisory firms voiced support for the Gold Card proposal while at least one spoke in favor of the gaming company, saying that Clifford was properly vetted, adding Penn did nothing wrong by rebuffing his candidacy.
Clifford previously spent more than a decade in high-level roles at Penn and entities affiliated with the gaming company and while that experience makes him a viable nominee for any board in the industry, it may have been problematic as it relates to Penn.
The operator noted that not much had changed with Clifford following an unsuccessful 2020 attempt to place him on the board. Penn said that during his previous stint with the company, Clifford was resistant to changes that when ultimately implemented, led to notable margin improvement. The company added he didn’t demonstrate the open mind needed to bring value to the board and that his “antiquated views” could be headwinds to efforts to generate shareholder value in a rapidly evolving industry.
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