PENN Entertainment’s Letter Confirms Two-Candidate Board Election, Rejects Proxy Contest Claims

A Clear Path for the Annual Meeting

PENN Entertainment dropped a key letter to shareholders on May 19, laying out the game plan for its June 17, 2025, Annual Meeting and tackling the ongoing tussle with activist investor HG Vora Capital Management. The letter clarifies that only two board seats are up for grabs, with Johnny Hartnett and Carlos Ruisanchez, both initially pitched by HG Vora, as the candidates.

PENN pushes back on HG Vora’s narrative of a heated proxy contest, insisting it’s not a “contested election” since both sides endorse the same duo. With the meeting a month away, PENN aims to cut through the noise, save cash by not pushing its White Card over HG Vora’s Gold Card, and highlight its board refresh efforts, noting 75% of directors will be post-2019 hires after the vote.

The letter spells out the election process. Shareholders will vote for two board seats, with Hartnett, a former Superbet CEO with Flutter experience, and Ruisanchez, a hospitality exec and ex-Pinnacle CFO, as the picks.

PENN calls out HG Vora’s proxy statement, which suggested it’s seeking a court injunction to add a third candidate, William Clifford. The company says that’s false, citing HG Vora’s public filings confirming it’s no longer pursuing that injunction.

HG Vora’s Side of the Fight

HG Vora, holding a 4.8% stake in PENN, has been vocal about the company’s missteps, per web sources. The hedge fund slams PENN’s shift to digital gaming, like its ESPN Bet platform, and costly deals like the $2 billion Barstool Sports flop, claiming they’ve tanked shareholder value.

HG Vora’s beef centers on a $11 billion market value drop since 2021 and CEO Jay Snowden’s $120 million compensation, which it calls unjustified. The fund nominated three candidates: Clifford, Hartnett, and Ruisanchez for the board, but PENN’s April 25, move to cut the open seats from three to two sparked outrage.

HG Vora filed a lawsuit in Pennsylvania federal court, alleging the cut violates state law and shareholder rights, though it’s not seeking an injunction to restore the third seat before the meeting.

The dispute stems from HG Vora’s push for more board influence to steer PENN’s strategy. The fund argues the current board’s digital pivot has burned cash with little payoff, pointing to a 60% stock drop over four years while peers like Boyd Gaming gained 73%.

PENN defends its omni-channel approach, blending online and retail gaming, as a long-term win, projecting digital profitability by 2026.