Title: Hedge fund rallies support for directors ahead of Penn's annual meeting
Contender HG Vora Steps Up Efforts in Penn Proxy Contest
It's crunch time for HG Vora, as the hedge fund is pulling out all the stops to get votes for its "Gold Card" directors slate before Penn Entertainment's (NASDAQ: PENN) annual meeting on June 17.
With the deadline swiftly approaching, HG Vora is reminding investors that they haven't got much time left to make their voices heard in favor of bringing fresh faces to Penn's boardroom. The hedge fund believes the regional casino operator needs some much-needed shareholder-driven change, and they've singled out three candidates they'd like to see join Penn's board: William Clifford, Johnny Hartnett, and Carlos Ruisanchez.
The gaming company has already agreed to add a pair of those candidates, but the sticking point seems to be William Clifford. Penn's rejection of Clifford's nomination has not sat well with HG Vora, who maintains that his expertise and unique perspective would be valuable assets to the company. In its latest letter, the hedge fund implied that Clifford’s views on the industry are outdated, but still relevant and vital[1].
Brokerage Firms Join the Fray
HG Vora has managed to win over a couple of prominent proxy advisory firms, Egan-Jones and Institutional Shareholder Services (ISS), in the battle for Penn's board seats. Both firms have issued recommendations supporting HG Vora's candidates, giving the hedge fund ammunition to bolster its case for change.
"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 just like Egan-Jones and ISS, Glass Lewis & Co., LLC also recommends that shareholders vote for Messrs. Hartnett and Ruisanchez," the hedge fund said in its latest letter[1].
ISS, one of the largest proxy advisory firms, advocated for Clifford, Hartnett, and Ruisanchez, pointing out Penn's underwhelming performance in online sports betting, where they've invested substantial funds but failed to grab significant market share. Penn, however, has defended its position, claiming that ISS acknowledged the gaming company's due diligence on Clifford, Hartnett, and Ruisanchez while also noting that HG Vora had rejected multiple proposals to negotiate[4]. The casino operator also argued that a quarter of its board members have been replaced since 2019[3].
The Final Stretch
With the annual meeting just a week away, all that's left for both parties is a mad dash to secure as many votes as possible. As of now, it's trying to predict which way major investors will lean, as they've yet to provide any clues[6]. In recent weeks, Casino.org has attempted to reach out to Advent Capital Management, David Einhorn's DME Capital Management, and the Donerail Group, but none of them have responded to seeking comment[6].
As things stand, Vora and DME hold a significant stake in Penn, constituting nearly 9% of the company's outstanding shares[6]. The outcome of this dispute could shape Penn's future, as shareholders prepare to cast their votes using the GOLD proxy card. Let the battle for the boardroom begin!
- HG Vora Letter to Penn Shareholders, June 8, 2025
- ISS's Proxy Report on Penn Entertainment, June 4, 2025
- Penn Entertainment Response to ISS Report, June 7, 2025
- Penn Entertainment Annual Meeting of Shareholders, June 17, 2025
- HG Vora's "Gold Card" campaign announcement, May 31, 2025
- Casino.org's attempts to contact major Penn Entertainment shareholders, June 8, 2025
The financial implications of this boardroom dispute are significant, as HG Vora's proposals for William Clifford, Johnny Hartnett, and Carlos Ruisanchez could offer fresh perspectives in the gaming business. The expertise of these candidates, endorsed by brokerage firms like Egan-Jones, Institutional Shareholder Services (ISS), and Glass Lewis & Co., could potentially lead to better finance and investing strategies within Penn Entertainment. As the annual meeting approaches, the outcome of this battle for the boardroom will significantly impact Penn's financial future.
