HG Vora’s Proxy Fight Targets PENN Entertainment’s Board

A Shareholder Revolt Brewing

HG Vora Capital Management, holding a 4.8% stake in PENN Entertainment, is shaking things up, filing proxy materials with the SEC and launching www.WinAtPENN.com to rally shareholders for a boardroom overhaul.

“It’s time for genuine change,” HG Vora declared, slamming PENN’s “severe underperformance” after an 80% stock drop since 2021, wiping out $11 billion in market value.

The firm’s pushing its “GOLD proxy card” to elect three new directors, accusing PENN’s leadership of botched strategies and reckless spending. With the June 17 shareholder meeting looming, this proxy fight’s sparking a big clash/

PENN’s stock tanked while competitors thrived, and HG Vora’s pointing fingers at a “failed strategic pivot” from regional casinos to a sports-media-tech conglomerate.

They claim PENN blew over $4.3 billion on shaky deals, like $2 billion for Score Media, $500 million for Barstool Sports (sold back for $1), and a $2 billion ESPN licensing deal.

“PENN’s online sports betting strategy has failed,” HG Vora argued, noting ESPN Bet’s measly 2% US market share, far from the “podium” PENN promised.

They also blasted CEO Jay Snowden’s $120 million pay since 2021, up 70% in 2024 despite three years of stock declines, earning PENN a rock-bottom ISS governance score. HG Vora says this mismanagement demands a board shake-up to unlock PENN’s true value.

The Proxy Play: New Faces for the Board

HG Vora’s betting on three candidates to fix PENN’s mess: William Clifford, former PENN CFO with a 23% annual shareholder return track record, Johnny Hartnett, ex-CEO of Superbet Group, and Carlos Ruisanchez, former Pinnacle Entertainment CFO.

“These nominees bring proven skills to maximize value,” HG Vora said, urging shareholders to vote the GOLD proxy card. PENN’s board agreed to nominate Hartnett and Ruisanchez but snubbed Clifford, slashing the number of open board seats from three to two right after HG Vora’s nominations.

HG Vora called this a “brazen act of entrenchment” and a “violation of fiduciary duties,” filing a lawsuit to reverse the move and ensure all three candidates get a fair shot.

PENN’s not taking the attack lying down. CEO Jay Snowden defended the company’s long-term pivot, saying, “We’re committed to creating value for all shareholders.”

The board’s governance committee promised to review HG Vora’s nominees “per standard procedures” and will share its stance before the June 17 meeting.

PENN argued its investments, including ESPN Bet, are part of a growth plan, despite the 2% market share stumble. By cutting board seats and rejecting Clifford, PENN’s signaling confidence in its current path, but HG Vora’s lawsuit claims this rigs the vote, “depriving shareholders of their fundamental rights.”