PENN Disputes HG Vora Claims Ahead of Shareholder Vote

Boardroom Tensions Come to a Head

The latest development is part of a months-long standoff between PENN and HG Vora, which intensified after the investor released a 116-page presentation accusing the company of poor performance and governance failures. The presentation, titled Genuine change is needed at PENN, criticized the current board and urged shareholders to support HG Vora’s alternative slate of directors via a gold proxy card.

While PENN agreed to nominate two of HG Vora’s candidates — Johnny Hartnett and Carlos Ruisanchez — for board election, the company excluded the third nominee, William Clifford. That omission has become a flashpoint, with HG Vora expressing frustration at what it sees as a partial and unsatisfactory compromise.

PENN Rejects “False Mischaracterisations”

In a detailed rebuttal issued this week, PENN dismissed HG Vora’s claims as inaccurate and damaging. “HG Vora is not fully licensed and has repeatedly ignored or violated regulatory directives and exposed us to regulatory scrutiny and reputational risk,” the operator stated.

The fact sheet also defended CEO Jay Snowden’s compensation, asserting that only 45% of his reported pay is cash-based and that this figure places him in the bottom quartile among peer companies. PENN also stressed that Snowden has not sold any company stock since 2021 and has, in fact, purchased $2.8 million worth of shares during his tenure — $1.5 million of which came in the past nine months.

One of the most pointed accusations from HG Vora is that PENN allegedly tried to “weaponise regulators” against the investor. PENN rejected this claim outright, arguing that regulatory decisions are made independently and based on statute, not at the behest of licensees.

The operator also reminded shareholders that HG Vora was fined $950,000 by the U.S. Securities and Exchange Commission in March 2024 for regulatory violations — a move PENN said underscores the investor’s own problematic conduct.

PENN’s response sought to bolster its case that the existing leadership has the expertise needed to execute its long-term strategy. The company highlighted the background of chief technology officer Aaron LaBerge, citing his previous roles at Disney and ESPN, and emphasized that more than 70 senior members of the interactive division bring significant experience from major operators including FanDuel, Entain, Betsson, and William Hill.

The board, PENN added, includes directors with deep experience in mergers and acquisitions, strategy, and digital transformation.

A Settlement That Fell Through

In a letter to shareholders, PENN revealed that efforts had been made to reach a settlement with HG Vora, but those negotiations broke down. According to the company, the investor “rejected all of our proposals and insisted on imposing other conditions that violated directives from a gaming regulator.”

Despite the breakdown, PENN acknowledged that HG Vora has already made an impact: after the upcoming AGM, its nominees will hold 25% of the board seats. Even so, PENN remains critical of what it views as an aggressive and misleading campaign.

With less than a month to go before the shareholder vote, both sides are escalating their messaging. PENN’s leadership insists it remains committed to its omnichannel strategy and to delivering long-term value — while HG Vora is calling for structural change and greater accountability.

The June 17 AGM is likely to determine not just the composition of PENN’s board, but also the future direction of one of the most closely watched gaming companies in North America