Penn Entertainment responds to ISS report; challenges assessment of dissident nominee
Company clarifies nominee recommendations and addresses shareholder concerns.
Key Points
- Penn Entertainment has confirmed its support for Johnny Hartnett and Carlos Ruisanchez for the two director seats up for election at the upcoming 2025 Annual Meeting
- The company has also criticised the ISS report’s assessment of dissident nominee William Clifford
Penn Entertainment has issued a statement responding to the Institutional Shareholder Services (ISS) report concerning the Company’s 2025 Annual Meeting of Shareholders scheduled for 17 June 2025.
The ISS report confirms two director seats are available and that Penn and dissident shareholder HG Vora have nominated the same candidates for these positions. These candidates are Johnny Hartnett and Carlos Ruisanchez.
ISS acknowledged Penn’s openness to considering HG Vora’s nominees, noting the Board’s serious evaluation of all three dissident candidates.
Good to know: Penn Entertainment operates across 28 North American jurisdictions, with a partnership with ESPN and ownership of theScore digital sports media
In response, Penn has taken issue with ISS’s portrayal of William Clifford’s candidacy. The company emphasized that during Clifford’s tenure as CFO, he opposed vital initiatives later proven essential to Penn’s efforts.
Penn encourages all shareholders to vote for Hartnett and Ruisanchez, highlighting that after this election, 75% of the Board will have joined since 2019, reflecting the leadership team’s focus.
Post-Clifford, Penn implemented its P30 program, leading to margin improvements. Penn also criticized Clifford’s outdated industry views and resistance to innovative solutions.
Despite multiple resolution attempts with HG Vora, Penn noted that all were rejected. The company cited HG Vora’s violations of institutional waivers by state gaming regulators, which prevented the dissident shareholder from exerting broader governance influence.
Penn expressed appreciation for shareholder feedback ahead of the Annual Meeting and reiterated its commitment to Board composition and execution of a strategic plan designed to focus on shareholder value.
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