HG Vora asked fellow Penn Entertainment shareholders to vote for its three director nominees in its proxy submission Tuesday evening.
The vocal shareholder began shouting about Penn’s online gaming segment less than two months after launching ESPN Bet in November 2023 with its latest sports betting partner, Disney. HG Vora then formally moved against the operator this past January for Penn’s “abject failure” in online gaming and nominated three directors.
The proxy materials ask shareholders to vote for three directors nominated by HG Vora, though how many directors can actually be voted in is under dispute. HG Vora sued Penn to invalidate its “Board Reduction Scheme” which would only allow two directors to join.
The latest materials suggested Penn’s issues stem from its “misguided transformation from a best-in-class regional casino operator to a sports, media and technology conglomerate.”
HG Vora tired of waiting for profits
Penn expects to begin profiting from online casino and sports betting in 2026, the company said on its first-quarter earnings call.
HG Vora took issue with that claim in its letter to shareholders, though, asking why anyone should believe the claim that has been made many times before:
“Nevertheless, the Board continues to insist that success is just around the corner, assuring shareholders that the digital business is nearing an “inflection point” and will turn profitable in 2026. Shareholders have heard these claims before. PENN also said that it expected its digital business to achieve profitability in 2021, 2022, 2023 and 2025.
“Why should shareholders trust that this time will be different when the strategy, management team and a majority of the Board members remain the same?”
‘Excessive’ compensation noted
The shareholder letter also drew attention to CEO Jay Snowden‘s compensation, something HG Vora has mentioned multiple times.
Penn’s market value is down around $11 billion since the beginning of 2021, the firm said. Since then, HG Vora says Snowden has made more than $120 million.
“Despite PENN’s abysmal track record during his tenure, Mr. Snowden is now the second highest-paid CEO among his peers after the Company rewarded him with a greater than 70% increase to his target compensation in 2024,” the letter said. “This increase in target compensation is particularly tone-deaf, in our view, given the fact that PENN’s stock price declined for the third consecutive year in 2023, underperforming the Company’s publicly traded gaming peers by nearly 30 percentage points.”
Union backs three Penn nominees
UNITE HERE submitted its own proxy statement, asking shareholders to vote for HG Vora’s three nominees. The union of about 300,000 hospitality workers represents employees at four Penn casinos and is also a shareholder.
“As a long-term shareholder of the Company that represents workers at four PENN-operated casinos, UNITE HERE is alarmed by the Company’s 48% loss in share value between January 30, 2020 and May 11, 2025,” the statement said.
“This poor outcome stems in part from PENN’s multi-billion-dollar bet on Interactive gaming that is failing to achieve its market share goals, including the Company’s partnership with Barstool Sports between 2020 and 2023, which created negative press and led to PENN being investigated and fined by gaming regulators.”
