Penn Entertainment shareholder nominates candidates to join Board of Directors

Parag Vora, Founder of HG Vora, stated that he believes the Board has overseen ‘misguided’ Interactive strategies that have resulted in ‘reckless’ spending.

HG Vora Capital Management (HG Vora) has nominated three candidates to join Penn Entertainment’s Board of Directors after stating that there are “numerous deficiencies” on the Board which have led to “abysmal” returns for shareholders. 

HG Vora holds an 18.5% interest in Penn Entertainment and was founded by Parag Vora, who also serves as the company’s Portfolio Manager. 

Vora made a statement on his concerns regarding Penn Entertainment’s strategic spending, having said, “Penn’s Board has overseen a misguided Interactive strategy that has resulted in the reckless spending of nearly $4 billion – greater than the Company’s entire market capitalization – on overpriced, poorly negotiated M&A transactions and media partnerships that have resulted in large ongoing operating losses due to an inability to execute.

“To date, there have been no repercussions for the Board’s persistent bad judgment and disappointing shareholder returns. We believe this is in part due to Penn’s weak corporate governance, which disenfranchises shareholders and entrenches board members while rewarding its CEO with excessive compensation.”

HG Vora stated that there is “significant unrealized value” in Penn Entertainment’s regional casino portfolio and Interactive assets. 

William Clifford, Johnny Hartnett and Carlos Ruisanchez were all nominated to the Board of Directors, also said to be independent of both HG Vora and Penn Entertainment management. Clifford served as SVP, CFO and Treasurer for Gaming and Leisure Properties (GLPI) after working for Penn National Gaming as the company’s SVP of Finance and CFO. 

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Hartnett held numerous positions for the Flutter Group, serving as Chief Development Officer where he led the company’s M&A efforts, including the acquisition of FanDuel sportsbook. Most recently, Hartnett held the role of CEO for Superbet Group before transitioning to a non-Executive Director position for the operator. 

Ruisanchez’s experience stems from the hospitality and real estate sectors, having previously served as President and CFO of Pinnacle Entertainment. 

Penn Entertainment confirmed that its Board of Directors received notice of the nominations made by HG Vora and that fellow shareholders are not required to take immediate action. The three nominees would stand for election at the company’s 2025 Annual Meeting of Shareholders, which has not yet been scheduled. 

“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. We regularly solicit feedback and engage with the investment community about our strategy, performance and business priorities,” Penn Entertainment said. 

“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 US Securities and Exchange Commission ahead of the 2025 Annual Meeting.”

Kirk Geller

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