With its 2025 Annual Meeting of Shareholders approaching, Penn Entertainment has issued a firm response to a recent report from Institutional Shareholder Services (ISS). The company addressed the nominations, board strategy, and a long-running dispute with HG Vora.
Good to know
- Both Penn and HG Vora support Johnny Hartnett and Carlos Ruisanchez for board seats.
- Penn criticized former CFO William Clifford for past opposition to key initiatives.
- 75% of Penn’s board members have joined since 2019.
Penn Entertainment and activist investor HG Vora have aligned on two board candidates ahead of the shareholder vote on 17 June 2025. Both parties nominated Johnny Hartnett and Carlos Ruisanchez, and ISS has acknowledged this overlap in its recent proxy advisory report.
However, the agreement stops there. Penn pushed back strongly against how ISS presented former CFO William Clifford’s candidacy. The company argued that Clifford resisted important initiatives during his time as CFO, which later became crucial to Penn’s growth and strategy.
After Clifford stepped down, Penn rolled out its P30 program, aimed at operational improvements. According to the company, this move has already delivered better margins and long-term value creation.
Penn also took the opportunity to remind shareholders that 75% of its current board has been refreshed since 2019. The leadership team framed this as proof of its ongoing effort to adapt and stay focused on execution and innovation.
On the issue of governance, Penn accused HG Vora of ignoring terms set by state gaming regulators, which had been designed to limit the firm’s influence over board matters. The company stated that despite trying to reach common ground multiple times, HG Vora rejected every proposal.
While ISS noted that Penn showed a willingness to review all three of HG Vora’s original nominees, the board only found two of them suitable—Hartnett and Ruisanchez. The company now urges shareholders to vote in favor of those two nominees and reaffirm its current strategic path.
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