PENN Entertainment shareholders have plenty to read leading up to next month’s annual meeting.
Both Penn and shareholder HG Vora issued releases Monday, both sent directly to shareholders since they concern voting issues at the meeting. Penn’s release told shareholders that HG Vora was not seeking an injunction to delay the annual meeting, which meant there would only be two open director spots to vote on June 17, not three.
HG Vora, which owns 4.8% of Penn, responded by accusing Penn of trying to hold back a board seat to fill after the annual meeting. The two have been sparring publicly since the beginning of the year, when HG Vora called Penn out for its struggling sports betting business.
The stock market does not appear to love the back and forth between the two, as PENN fell 3.5% to $15.45 at Monday‘s close.
PENN: not a ‘contested election’
Despite two separate voting forms, Penn told shareholders that both cards will accomplish the same thing.
“While HG Vora’s proxy statement indicates it is seeking injunctive relief to permit a vote for this third candidate at the upcoming Annual Meeting, this is not true. HG Vora’s public litigation filings confirm it is no longer seeking this injunction, and, therefore, only two candidates will be up for election at this year’s Annual Meeting.
“Notwithstanding HG Vora’s efforts to portray this situation as a proxy contest, this is not a contested election. Both the Company and HG Vora are recommending the same two candidates at the Annual Meeting.
“Accordingly, we have made the decision not to spend the time and money to solicit proxies for the PENN White Card over the HG Vora Gold Card – a decision reinforced by recent conversations with our largest shareholders. Votes for Messrs. Hartnett and Ruisanchez on either card will be counted at the Annual Meeting.”
HG Vora seeking expedited trial
HG Vora answered hours later with a statement of its own, clarifying that its lawsuit against Penn is alive and well. While the plan was initially for injunctive relief, HG Vora explained it did not want to miss the opportunity to elect its two other nominees.
“HG Vora has nominated a highly qualified third independent director candidate in William Clifford and is now fighting in court for injunctive relief to have all votes for him counted at the Annual Meeting,” the filing read. “Accordingly, HG Vora filed a motion on May 14, 2025 for expedited relief and a rapid trial in federal court in Pennsylvania, which PENN is opposing.
“HG Vora did not seek a preliminary injunction so the Board would not have the excuse to delay the Annual Meeting and avoid seating the other two HG Vora-nominated director candidates – Johnny Hartnett and Carlos Ruisanchez.”
Penn will ‘consider opportunities’ for board
One of the final lines from Penn’s short statement suggests to HG Vora that management has plans to expand the board:
“Following the elections of Messrs. Hartnett and Ruisanchez at our upcoming Annual Meeting, 75% of PENN’s directors will have joined the Board since 2019, and we will continue to consider opportunities to further refresh the Board,” Penn said in the statement.
HG Vora told shareholders not to tolerate a manipulated election process.
“PENN’s statement today reflects its continued and ongoing assault on shareholder rights and demonstrates the lengths this Board will go to entrench itself,” the statement said. “PENN’s statement suggests that it is going to expand the Board by adding back the seat that it removed last month and unilaterally name a director of its choosing for a three-year term – all after the 2025 Annual Meeting.
“These self-serving actions have no legitimate corporate purpose and are being done to deprive shareholders of the right to vote or oppose the nomination of a third director. This is simply unacceptable and should not be tolerated.”
Background on HG Vora-Penn beef
HG Vora has been closely monitoring Penn’s interactive plans after the company signed a 10-year contract worth more than $2 billion with Disney to launch ESPN Bet. That partnership came after Penn gave up on its sports betting partnership with Barstool Sports.
The shareholder announced in January that it was nominating three directors to join Penn’s board following its “abject failure” in the interactive business.
HG Vora then launched a lawsuit concerning Penn’s decision to only nominate two of HG Vora’s three board nominees. The shareholder claims Penn changed the number of nominees to just two after both sides held conversations that suggested all three of HG Vora’s nominees would be up for election.
