Latest news with #CarlosRuisanchez
Business Wire
4 days ago
- Business
- Business Wire
PENN Entertainment Welcomes Johnny Hartnett and Carlos Ruisanchez as Duly Elected Directors
WYOMISSING, Pa.--(BUSINESS WIRE)--PENN Entertainment, Inc. (Nasdaq: PENN) ('PENN' or the 'Company') today reported preliminary voting results with respect to the election of directors from its 2025 Annual Meeting of Shareholders held on June 17, 2025. PENN shareholders elected the Company's two director nominees, Johnny Hartnett and Carlos Ruisanchez, to serve on the Company's Board of Directors. The PENN Board issued the following statement: We are pleased to welcome Johnny and Carlos, both of whom bring highly relevant experience in digital and retail gaming to the Board. Over the past several months, we have continued to engage with our shareholders, and we look forward to incorporating feedback from those conversations as we move ahead. It is clear from this engagement that PENN's Board, management team and shareholders are aligned in their focus on ensuring PENN is achieving its full potential. The Board remains committed to the close oversight of our differentiated omni-channel strategy and to delivering sustainable long-term value. We recognize there is more work to be done, and we are intently focused on driving profitability in our Interactive segment and growth across the business as we continue strengthening the Company's balance sheet and liquidity position, deleveraging and accelerating capital return to shareholders. We look forward to further dialogue with our shareholders about our Board's composition and skillset evolution, as well as PENN's executive compensation program and strategic priorities, to ensure alignment with our shareholders. Thank you for your continued support and investment in PENN. The Company will report final results on a Form 8-K that will be filed with the Securities and Exchange Commission in the coming days. About PENN Entertainment PENN Entertainment, Inc., together with its subsidiaries ('PENN,' or the 'Company'), is North America's leading provider of integrated entertainment, sports content, and casino gaming experiences. PENN operates in 28 jurisdictions throughout North America, with a broadly diversified portfolio of casinos, racetracks and online sports betting and iCasino offerings under well-recognized brands including Hollywood Casino ®, L'Auberge ®, ESPN BET™ and theScore BET Sportsbook and Casino ®. PENN's ability to leverage its partnership with ESPN, the 'worldwide leader in sports,' and its ownership of theScore, the top digital sports media brand in Canada, is central to the Company's highly differentiated strategy to expand its footprint and efficiently grow its customer ecosystem. PENN's focus on organic cross-sell opportunities is reinforced by its market-leading retail casinos, sports media assets, and technology, including a proprietary state-of-the-art, fully integrated digital sports and iCasino betting platform and an in-house iCasino content studio (PENN Game Studios). The Company's portfolio is further bolstered by its industry-leading PENN Play™ customer loyalty program, offering its 31 million members a unique set of rewards and experiences. Forward-Looking Statements This press release contains 'forward-looking statements' within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the use of forward-looking terminology such as 'expects,' 'believes,' 'estimates,' 'projects,' 'intends,' 'plans,' 'goal,' 'seeks,' 'may,' 'will,' 'should,' or 'anticipates' or the negative or other variations of these or similar words, or by discussions of future events, strategies or risks and uncertainties. Specifically, forward-looking statements include, but are not limited to, statements regarding: the Company's expectations of future results of operations and financial condition, including, but not limited to, projections of revenue, Adjusted EBITDA, Adjusted EBITDAR and other financial measures; the assumptions provided regarding the guidance, including the scale and timing of the Company's product and technology investments; the Company's expectations regarding results and customer growth and the impact of competition in retail/mobile/online sportsbooks, iCasino, social gaming, and retail operations; the Company's development and launch of its Interactive segment's products in new jurisdictions and enhancements to existing Interactive segment products, including the content for the ESPN BET and theScore BET and the further development of ESPN BET and theScore BET on our proprietary player account management system and risk and trading platforms; the benefits of the Sportsbook Agreement between the Company and ESPN; the Company's expectations regarding its Sportsbook Agreement with ESPN and the future success of ESPN BET; the Company's expectations with respect to share repurchases; the Company's expectations with respect to the integration and synergies related to the Company's integration of theScore and the continued growth and monetization of the Company's media business; the Company's expectations that its portfolio of assets provides a benefit of geographically-diversified cash flows from operations; management's plans and strategies for future operations, including statements relating to the Company's plan to expand gaming operations through the implementation and execution of a disciplined capital expenditure program at our existing properties, the pursuit of strategic acquisitions and investments, and the development of new gaming properties, including the development projects and the anticipated benefits; improvements, expansions, or relocations of our existing properties; entrance into new jurisdictions; expansion of gaming in existing jurisdictions; strategic investments and acquisitions; cross-sell opportunities between our retail gaming, online sports betting, and iCasino businesses; our ability to obtain financing for our development projects on attractive terms; the timing, cost and expected impact of planned capital expenditures on the Company's results of operations; and the actions of regulatory, legislative, executive, or judicial decisions at the federal, state, provincial, or local level with regard to our business and the impact of any such actions. Such statements are all subject to risks, uncertainties and changes in circumstances that could significantly affect the Company's future financial results and business. Accordingly, the Company cautions that the forward-looking statements contained herein are qualified by important factors that could cause actual results to differ materially from those reflected by such statements. Such factors include: the effects of economic and market conditions in the markets in which the Company operates or otherwise, including the impact of global supply chain disruptions, price inflation, changes in interest rates, economic downturns, changes in trade policies, and geopolitical and regulatory uncertainty; competition with other entertainment, sports content, and gaming experiences; the timing, cost and expected impact of product and technology investments; risks relating to operations, permits, licenses, financings, approvals and other contingencies in connection with growth in new or existing jurisdictions; our ability to successfully acquire and integrate new properties and operations and achieve expected synergies from acquisitions; the availability of future borrowings under our Amended Credit Facilities or other sources of capital to enable us to service our indebtedness, make anticipated capital expenditures or pay off or refinance our indebtedness prior to maturity; the impact of indemnification obligations under the Barstool SPA; our ability to achieve the anticipated financial returns from the Sportsbook Agreement with ESPN, including due to fees, costs, taxes, or circumstances beyond the Company's or ESPN's control; the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the Company and ESPN to terminate the Sportsbook Agreement between the companies; the ability of the Company and ESPN to agree to extend the initial 10-year term of the Sportsbook Agreement on mutually satisfactory terms, if at all, and the costs and obligations of such terms if agreed; the outcome of any legal proceedings that may be instituted against the Company, ESPN or their respective directors, officers or employees; the ability of the Company or ESPN to retain and hire key personnel; the impact of new or changes in current laws, regulations, rules or other industry standards; the impact of activist shareholders; adverse outcomes of litigation involving the Company, including litigation in connection with our 2025 annual meeting of shareholders; our ability to maintain our gaming licenses and concessions and comply with applicable gaming law, changes in current laws, regulations, rules or other industry standards, and additional factors described in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, each as filed with the U.S. Securities and Exchange Commission. The Company does not intend to update publicly any forward-looking statements except as required by law. Considering these risks, uncertainties and assumptions, the forward-looking events discussed in this press release may not occur.
Yahoo
4 days ago
- Business
- Yahoo
PENN Entertainment Welcomes Johnny Hartnett and Carlos Ruisanchez as Duly Elected Directors
WYOMISSING, Pa., June 17, 2025--(BUSINESS WIRE)--PENN Entertainment, Inc. (Nasdaq: PENN) ("PENN" or the "Company") today reported preliminary voting results with respect to the election of directors from its 2025 Annual Meeting of Shareholders held on June 17, 2025. PENN shareholders elected the Company's two director nominees, Johnny Hartnett and Carlos Ruisanchez, to serve on the Company's Board of Directors. The PENN Board issued the following statement: We are pleased to welcome Johnny and Carlos, both of whom bring highly relevant experience in digital and retail gaming to the Board. Over the past several months, we have continued to engage with our shareholders, and we look forward to incorporating feedback from those conversations as we move ahead. It is clear from this engagement that PENN's Board, management team and shareholders are aligned in their focus on ensuring PENN is achieving its full potential. The Board remains committed to the close oversight of our differentiated omni-channel strategy and to delivering sustainable long-term value. We recognize there is more work to be done, and we are intently focused on driving profitability in our Interactive segment and growth across the business as we continue strengthening the Company's balance sheet and liquidity position, deleveraging and accelerating capital return to shareholders. We look forward to further dialogue with our shareholders about our Board's composition and skillset evolution, as well as PENN's executive compensation program and strategic priorities, to ensure alignment with our shareholders. Thank you for your continued support and investment in PENN. The Company will report final results on a Form 8-K that will be filed with the Securities and Exchange Commission in the coming days. About PENN Entertainment PENN Entertainment, Inc., together with its subsidiaries ("PENN," or the "Company"), is North America's leading provider of integrated entertainment, sports content, and casino gaming experiences. PENN operates in 28 jurisdictions throughout North America, with a broadly diversified portfolio of casinos, racetracks and online sports betting and iCasino offerings under well-recognized brands including Hollywood Casino®, L'Auberge®, ESPN BET™ and theScore BET Sportsbook and Casino®. PENN's ability to leverage its partnership with ESPN, the "worldwide leader in sports," and its ownership of theScore, the top digital sports media brand in Canada, is central to the Company's highly differentiated strategy to expand its footprint and efficiently grow its customer ecosystem. PENN's focus on organic cross-sell opportunities is reinforced by its market-leading retail casinos, sports media assets, and technology, including a proprietary state-of-the-art, fully integrated digital sports and iCasino betting platform and an in-house iCasino content studio (PENN Game Studios). The Company's portfolio is further bolstered by its industry-leading PENN Play™ customer loyalty program, offering its 31 million members a unique set of rewards and experiences. Forward-Looking Statements This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the use of forward-looking terminology such as "expects," "believes," "estimates," "projects," "intends," "plans," "goal," "seeks," "may," "will," "should," or "anticipates" or the negative or other variations of these or similar words, or by discussions of future events, strategies or risks and uncertainties. Specifically, forward-looking statements include, but are not limited to, statements regarding: the Company's expectations of future results of operations and financial condition, including, but not limited to, projections of revenue, Adjusted EBITDA, Adjusted EBITDAR and other financial measures; the assumptions provided regarding the guidance, including the scale and timing of the Company's product and technology investments; the Company's expectations regarding results and customer growth and the impact of competition in retail/mobile/online sportsbooks, iCasino, social gaming, and retail operations; the Company's development and launch of its Interactive segment's products in new jurisdictions and enhancements to existing Interactive segment products, including the content for the ESPN BET and theScore BET and the further development of ESPN BET and theScore BET on our proprietary player account management system and risk and trading platforms; the benefits of the Sportsbook Agreement between the Company and ESPN; the Company's expectations regarding its Sportsbook Agreement with ESPN and the future success of ESPN BET; the Company's expectations with respect to share repurchases; the Company's expectations with respect to the integration and synergies related to the Company's integration of theScore and the continued growth and monetization of the Company's media business; the Company's expectations that its portfolio of assets provides a benefit of geographically-diversified cash flows from operations; management's plans and strategies for future operations, including statements relating to the Company's plan to expand gaming operations through the implementation and execution of a disciplined capital expenditure program at our existing properties, the pursuit of strategic acquisitions and investments, and the development of new gaming properties, including the development projects and the anticipated benefits; improvements, expansions, or relocations of our existing properties; entrance into new jurisdictions; expansion of gaming in existing jurisdictions; strategic investments and acquisitions; cross-sell opportunities between our retail gaming, online sports betting, and iCasino businesses; our ability to obtain financing for our development projects on attractive terms; the timing, cost and expected impact of planned capital expenditures on the Company's results of operations; and the actions of regulatory, legislative, executive, or judicial decisions at the federal, state, provincial, or local level with regard to our business and the impact of any such actions. Such statements are all subject to risks, uncertainties and changes in circumstances that could significantly affect the Company's future financial results and business. Accordingly, the Company cautions that the forward-looking statements contained herein are qualified by important factors that could cause actual results to differ materially from those reflected by such statements. Such factors include: the effects of economic and market conditions in the markets in which the Company operates or otherwise, including the impact of global supply chain disruptions, price inflation, changes in interest rates, economic downturns, changes in trade policies, and geopolitical and regulatory uncertainty; competition with other entertainment, sports content, and gaming experiences; the timing, cost and expected impact of product and technology investments; risks relating to operations, permits, licenses, financings, approvals and other contingencies in connection with growth in new or existing jurisdictions; our ability to successfully acquire and integrate new properties and operations and achieve expected synergies from acquisitions; the availability of future borrowings under our Amended Credit Facilities or other sources of capital to enable us to service our indebtedness, make anticipated capital expenditures or pay off or refinance our indebtedness prior to maturity; the impact of indemnification obligations under the Barstool SPA; our ability to achieve the anticipated financial returns from the Sportsbook Agreement with ESPN, including due to fees, costs, taxes, or circumstances beyond the Company's or ESPN's control; the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the Company and ESPN to terminate the Sportsbook Agreement between the companies; the ability of the Company and ESPN to agree to extend the initial 10-year term of the Sportsbook Agreement on mutually satisfactory terms, if at all, and the costs and obligations of such terms if agreed; the outcome of any legal proceedings that may be instituted against the Company, ESPN or their respective directors, officers or employees; the ability of the Company or ESPN to retain and hire key personnel; the impact of new or changes in current laws, regulations, rules or other industry standards; the impact of activist shareholders; adverse outcomes of litigation involving the Company, including litigation in connection with our 2025 annual meeting of shareholders; our ability to maintain our gaming licenses and concessions and comply with applicable gaming law, changes in current laws, regulations, rules or other industry standards, and additional factors described in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, each as filed with the U.S. Securities and Exchange Commission. The Company does not intend to update publicly any forward-looking statements except as required by law. Considering these risks, uncertainties and assumptions, the forward-looking events discussed in this press release may not occur. View source version on Contacts Mike NievesSVP, Finance & TreasurerPENN Entertainment, Inc.610-373-2400 Sign in to access your portfolio
Yahoo
09-06-2025
- Business
- Yahoo
Leading Proxy Advisory Firm Glass Lewis Recommends Shareholders Vote "FOR" Both of PENN Entertainment's Director Nominees on the WHITE Proxy Card
Report Highlights the Company's Extensive Review of HG Vora's Nominees and Highly-Qualified, Refreshed Board Recommendation Makes Clear There Are Two Director Seats Available for Election to the Company's Board, and that PENN and HG Vora Support the Same Two Nominees – Johnny Hartnett and Carlos Ruisanchez WYOMISSING, Pa., June 09, 2025--(BUSINESS WIRE)--PENN Entertainment, Inc. (Nasdaq: PENN) ("PENN" or the "Company") today announced that leading independent proxy advisory firm Glass, Lewis & Co. ("Glass Lewis") has recommended that shareholders vote "FOR" PENN's two director nominees – Johnny Hartnett and Carlos Ruisanchez – on the Company's WHITE proxy card in connection with the Company's upcoming 2025 Annual Meeting of Shareholders (the "Annual Meeting") on June 17, 2025. In its report dated June 9, 2025, Glass Lewis noted:1 "… the addition of Hartnett and Ruisanchez appears likely to enhance board oversight of PENN's capital allocation and digital strategy..." "Based on our review, we believe certain aspects of Clifford's profile may overlap with existing or anticipated members of the board … the board's assertion that his background is not sufficiently differentiated – and its unanimous decision not to support him despite backing two other dissident nominees – raises questions as to whether he would bring distinctive value at this time." "… we do not find sufficient evidence that the board acted in bad faith or with the primary purpose of entrenchment. The Company did evaluate all three HG Vora nominees, including through interviews, and provided detailed rationale for its decisions." "PENN operates in the highly regulated gaming industry, where director nominees must undergo multi-jurisdictional licensing reviews. These constraints delayed HG Vora's ability to submit nominations…" Additionally, Glass Lewis' report makes clear that there are two Board seats available for election to the PENN Board: "The Dissident's third nominee, William Clifford, is not eligible for election at this meeting absent a reversal of the board's recent decision to reduce its size or a favorable court ruling, neither of which appears likely to occur prior to the meeting date." "[PENN] made its board size and class size decision [for the 2025 Annual Meeting] in the context of an already full board with a retiring director. Moreover, the Company's rationale … aligns with how the board has historically filled (or declined to fill) vacated seats … we do not find clear and compelling evidence that the board acted in bad faith…" PENN issued the following statement: We are pleased Glass Lewis recognizes the Board's thorough review of all three of HG Vora's nominees, our responsiveness to shareholder feedback regarding refreshment and the rigorous regulatory oversight of the gaming industry, in particular the restrictions imposed related to our engagement with HG Vora. Glass Lewis also acknowledges the strength and depth of the skills and experience our directors bring, in addition to our significant refreshment efforts. As we communicated to shareholders on May 19, 2025, we made the decision not to solicit proxies for the PENN White Card over the HG Vora Gold Card given that votes for Messrs. Hartnett and Ruisanchez on either card will be counted at the Annual Meeting. Following their elections, 75% of PENN's directors will have joined the Board since 2019. The PENN Board and management team remain committed to prioritizing the best interests of all shareholders, and look forward to further advancing PENN's strategy to deliver long-term value with a strengthened Board following the Annual Meeting. For additional information, please reference PENN's Annual Meeting materials. About PENN Entertainment, Inc. PENN Entertainment, Inc., together with its subsidiaries ("PENN," or the "Company"), is North America's leading provider of integrated entertainment, sports content, and casino gaming experiences. PENN operates in 28 jurisdictions throughout North America, with a broadly diversified portfolio of casinos, racetracks, and online sports betting and iCasino offerings under well-recognized brands including Hollywood Casino®, L'Auberge®, ESPN BET™, and theScore BET Sportsbook and Casino®. PENN's ability to leverage its partnership with ESPN, the "worldwide leader in sports," and its ownership of theScore™, the top digital sports media brand in Canada, is central to the Company's highly differentiated strategy to expand its footprint and efficiently grow its customer ecosystem. PENN's focus on organic cross-sell opportunities is reinforced by its market-leading retail casinos, sports media assets, and technology, including a proprietary state-of-the-art, fully integrated digital sports and iCasino betting platform, and an in-house iCasino content studio (PENN Game Studios). The Company's portfolio is further bolstered by its industry-leading PENN Play™ customer loyalty program, offering its over 32 million members a unique set of rewards and experiences. Forward Looking Statements This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the use of forward-looking terminology such as "expects," "believes," "estimates," "projects," "intends," "plans," "goal," "seeks," "may," "will," "should," or "anticipates" or the negative or other variations of these or similar words, or by discussions of future events, strategies or risks and uncertainties. Specifically, forward-looking statements include, but are not limited to, statements regarding: the Company's expectations of future results of operations and financial condition, including, but not limited to, projections of revenue, Adjusted EBITDA, Adjusted EBITDAR and other financial measures; the assumptions provided regarding the guidance, including the scale and timing of the Company's product and technology investments; the Company's expectations regarding results and customer growth and the impact of competition in retail/mobile/online sportsbooks, iCasino, social gaming, and retail operations; the Company's development and launch of its Interactive segment's products in new jurisdictions and enhancements to existing Interactive segment products, including the content for the ESPN BET and theScore BET and the further development of ESPN BET and theScore BET on our proprietary player account management system and risk and trading platforms; the benefits of the Sportsbook Agreement between the Company and ESPN; the Company's expectations regarding its Sportsbook Agreement with ESPN and the future success of ESPN BET; the Company's expectations with respect to share repurchases; the Company's expectations with respect to the integration and synergies related to the Company's integration of theScore and the continued growth and monetization of the Company's media business; the Company's expectations that its portfolio of assets provides a benefit of geographically-diversified cash flows from operations; management's plans and strategies for future operations, including statements relating to the Company's plan to expand gaming operations through the implementation and execution of a disciplined capital expenditure program at our existing properties, the pursuit of strategic acquisitions and investments, and the development of new gaming properties, including the development projects and the anticipated benefits; improvements, expansions, or relocations of our existing properties; entrance into new jurisdictions; expansion of gaming in existing jurisdictions; strategic investments and acquisitions; cross-sell opportunities between our retail gaming, online sports betting, and iCasino businesses; our ability to obtain financing for our development projects on attractive terms; the timing, cost and expected impact of planned capital expenditures on the Company's results of operations; and the actions of regulatory, legislative, executive, or judicial decisions at the federal, state, provincial, or local level with regard to our business and the impact of any such actions. Such statements are all subject to risks, uncertainties and changes in circumstances that could significantly affect the Company's future financial results and business. Accordingly, the Company cautions that the forward-looking statements contained herein are qualified by important factors that could cause actual results to differ materially from those reflected by such statements. Such factors include: the effects of economic and market conditions in the markets in which the Company operates or otherwise, including the impact of global supply chain disruptions, price inflation, changes in interest rates, economic downturns, changes in trade policies, and geopolitical and regulatory uncertainty; competition with other entertainment, sports content, and gaming experiences; the timing, cost and expected impact of product and technology investments; risks relating to operations, permits, licenses, financings, approvals and other contingencies in connection with growth in new or existing jurisdictions; our ability to successfully acquire and integrate new properties and operations and achieve expected synergies from acquisitions; the availability of future borrowings under our Amended Credit Facilities or other sources of capital to enable us to service our indebtedness, make anticipated capital expenditures or pay off or refinance our indebtedness prior to maturity; the impact of indemnification obligations under the Barstool SPA; our ability to achieve the anticipated financial returns from the Sportsbook Agreement with ESPN, including due to fees, costs, taxes, or circumstances beyond the Company's or ESPN's control; the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the Company and ESPN to terminate the Sportsbook Agreement between the companies; the ability of the Company and ESPN to agree to extend the initial 10-year term of the Sportsbook Agreement on mutually satisfactory terms, if at all, and the costs and obligations of such terms if agreed; the outcome of any legal proceedings that may be instituted against the Company, ESPN or their respective directors, officers or employees; the ability of the Company or ESPN to retain and hire key personnel; the impact of new or changes in current laws, regulations, rules or other industry standards; the impact of activist shareholders; adverse outcomes of litigation involving the Company, including litigation in connection with our 2025 annual meeting of shareholders; our ability to maintain our gaming licenses and concessions and comply with applicable gaming law, changes in current laws, regulations, rules or other industry standards, and additional factors described in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, each as filed with the U.S. Securities and Exchange Commission. The Company does not intend to update publicly any forward-looking statements except as required by law. Considering these risks, uncertainties and assumptions, the forward-looking events discussed in this press release may not occur. 1 Permission to use quotations was neither sought nor obtained. View source version on Contacts Mike NievesSVP, Finance & TreasurerPENN Entertainment, Inc.610-373-2400 Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Reuters
28-04-2025
- Business
- Reuters
HG Vora pushes ahead with proxy fight, wants investors to vote on 3 seats
NEW YORK, April 28 (Reuters) - Hedge fund HG Vora said on Monday it plans to push ahead with a proxy fight at Penn Entertainment (PENN.O), opens new tab to try and elect all three of its director candidates, after the casino operator said it would appoint only two of them to its board. "HG Vora will nominate its three candidates and solicit votes on their behalf," the hedge fund said in a statement. The Reuters Tariff Watch newsletter is your daily guide to the latest global trade and tariff news. Sign up here. On Friday, Penn Entertainment said it intended to appoint two of HG Vora's three proposed nominees and was shrinking the board by one to eight directors, leaving only two seats available to be voted on at the meeting in June. The hedge fund called the casino operator's move a "self-serving action" and suggested it was taken because the company feared "losing three Board seats." The step has "no legitimate corporate purpose and deprives shareholders of their fundamental right to elect directors of their choosing," the hedge fund said in a statement. It also questioned whether the company will follow through and name HG Vora candidates Johnny Hartnett and Carlos Ruisanchez, executives with gaming industry experience, as incoming directors. Just 10 days ago the company said it intended to nominate "three different candidates," the hedge fund said in its statement. Penn did not immediately respond to a request for comment. Penn's stock price has tumbled 87% from its high in 2021 and HG Vora has criticized management for how it allocates capital and what it has called poor acquisitions. Originally three directors were planning to stand for re-election but one of those will now retire from the board immediately and the other two decided not to seek re-election, the company said. Penn operates 43 properties in 20 states, under brands including Hollywood Casino, Ameristar, and Boomtown, according to its website.
Business Wire
28-04-2025
- Business
- Business Wire
HG Vora Responds to PENN Entertainment's Desperate Attempt to Disenfranchise Shareholders and Evade Accountability
NEW YORK--(BUSINESS WIRE)--HG Vora Capital Management, LLC (together with its affiliates, 'HG Vora') today responded to the actions the Board of Directors of PENN Entertainment, Inc. (Nasdaq: PENN) ('PENN' or the 'Company') took on April 25, 2025, which included reducing the number of seats up for election at PENN's 2025 Annual Meeting of Shareholders (the 'Annual Meeting') from three to two. HG Vora believes the Board's self-serving action, taken in the face of the prospect of losing three Board seats, had no legitimate corporate purpose and deprives shareholders of their fundamental right to elect directors of their choosing. In January 2025, after more than a year of working to ensure compliance with gaming regulations in over 20 states, HG Vora provided notice to PENN of its intention to nominate candidates to fill the three seats that were up for election at the Annual Meeting. HG Vora did so to restore accountability and proper oversight at PENN after years of poor judgment, failed transactions and value destructive actions. On April 15, 2025, PENN notified HG Vora in writing of the Company's intention to hold an election for three Board seats at the Annual Meeting. On the morning of April 25, 2025, representatives of PENN and HG Vora discussed how best to fill the three available Board seats. HG Vora's representative reiterated HG Vora's belief that all three of its candidates would be successfully elected to the Board by PENN's shareholders if the proxy contest went to a final vote. Later that same day, PENN's Board announced the extraordinary action, in the midst of the proxy contest, of reducing the number of Board seats to be filled at the Annual Meeting. PENN has previously violated state law with respect to the number of directors up for election. In 2024, for example, when HG Vora was planning to nominate candidates, PENN had too few directors in the class up for election in clear violation of Pennsylvania law. Only after the deadline for nominating directors had passed did the Company remedy its breach of Pennsylvania law. On Friday, the Company also announced that the Board 'intends' to nominate two of HG Vora's candidates, Johnny Hartnett and Carlos Ruisanchez. Just ten days prior, the Board expressed an entirely different intention, to nominate three different candidates. Because it is unclear if the Company's stated intention on Friday will persist, HG Vora will nominate its three candidates and solicit votes on their behalf. Importantly, HG Vora believes its third candidate, William Clifford, would be a valuable addition to the Board of PENN. Rather than continuing to waste shareholder capital and corporate resources on entrenching the Board in the name of "activism defense," PENN should welcome Mr. Clifford to the Board and work with its financial advisors to consider all options to maximize shareholder value. HG Vora is filing a preliminary proxy statement with the U.S. Securities and Exchange Commission (the 'SEC') in connection with the Company's Annual Meeting. HG Vora encourages shareholders to review its definitive proxy materials when they become available. Cautionary Statement Regarding Forward-Looking Statements The information herein contains 'forward-looking statements' that can be identified by the fact that they do not relate strictly to historical or current facts. Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as 'may,' 'will,' 'expects,' 'believes,' 'anticipates,' 'plans,' 'intends,' 'estimates,' 'projects,' 'potential,' 'targets,' 'forecasts,' 'seeks,' 'could,' 'should' or the negative of such terms or other variations on such terms or comparable terminology. Similarly, statements that describe our objectives, plans or goals are forward-looking. Forward-looking statements are subject to various risks and uncertainties and assumptions. There can be no assurance that any idea or assumption herein is, or will be proven, correct. If one or more of the risks or uncertainties materialize, or if HG Vora's underlying assumptions prove to be incorrect, the actual results may vary materially from outcomes indicated by these statements. Accordingly, forward-looking statements should not be regarded as a representation by HG Vora that the future plans, estimates or expectations contemplated will ever be achieved. The information herein does not constitute an offer to sell or solicitation of an offer to buy any of the securities described herein in any state to any person. Certain Information Concerning the Participants HG Vora and the other Participants (as defined below) are filing a preliminary proxy statement and accompanying gold universal proxy card with the Securities and Exchange Commission (the 'SEC') to be used to solicit proxies for the election of its slate of director nominees at the 2025 annual meeting of shareholders (the '2025 Annual Meeting') of PENN Entertainment, Inc. ('PENN'). The participants in the proxy solicitation are currently anticipated to be HG Vora Special Opportunities Master Fund, Ltd. ('Master Fund'), Downriver Series LP – Segregated Portfolio C ('Downriver'), HG Vora Capital Management, LLC (the 'Investment Manager'), Parag Vora ('Mr. Vora' and, collectively with Master Fund, Downriver and the Investment Manager, 'HG Vora'), Johnny Hartnett, Carlos Ruisanchez and William Clifford (collectively all of the foregoing, the 'Participants'). As of the date hereof, (i) Master Fund directly owns 3,825,000 shares of common stock, par value $0.001 per share (the 'Common Stock'), of PENN, including 100 shares of Common Stock as the record holder and (ii) Downriver directly owns 3,425,000 shares of Common Stock, including 100 shares of Common Stock as the record holder (collectively, the 7,250,000 shares of Common Stock owned by Master Fund and Downriver, the 'HG Vora Shares'). The HG Vora Shares collectively represent approximately 4.80% of the outstanding shares of Common Stock, based on the 150,852,769 shares of Common Stock outstanding as of April 24, 2025, as disclosed by PENN on its proxy statement for the 2025 Annual Meeting. The Investment Manager is the investment manager of Master Fund and Downriver, each of which have delegated all investment and voting decisions to the Investment Manager. Mr. Vora is the manager of the Investment Manager and has authority over day-to-day operations and investment and voting decisions, including with respect to the HG Vora Shares, of the Investment Manager. Each of the Investment Manager and Mr. Vora may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the HG Vora Shares and indirect ownership thereof. Mr. Ruisanchez directly owns 3,150 shares of Common Stock. Neither Mr. Clifford nor Mr. Hartnett beneficially own any shares of Common Stock. Certain of the Participants are also from time to time party to certain derivative instruments that provide economic exposure to PENN's Common Stock. All of the foregoing information is as of the date hereof unless otherwise disclosed. Important Information and Where to Find It HG VORA STRONGLY ADVISES ALL SHAREHOLDERS OF THE CORPORATION TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE AT THE DEFINITIVE PROXY STATEMENT, WHEN FILED, AND OTHER RELEVANT DOCUMENTS WILL ALSO BE AVAILABLE ON THE SEC WEBSITE, FREE OF CHARGE, OR BY DIRECTING A REQUEST TO THE PARTICIPANTS' PROXY SOLICITOR, OKAPI PARTNERS LLC, 1212 AVENUE OF THE AMERICAS, 17TH FLOOR, NEW YORK, NEW YORK 10036 (SHAREHOLDERS CAN CALL TOLL-FREE: (877) 629-6355).
