Latest news with #GOLDProxyCard
Yahoo
22-05-2025
- Business
- Yahoo
Delaware Court Finds That Ionic Digital Directors Breached Fiduciary Duties
SAN FRANCISCO, May 22, 2025 (GLOBE NEWSWIRE) -- In a major victory for stockholder rights, the Delaware Court of Chancery ruled that the board of directors of Ionic Digital Inc. breached their fiduciary duty by unjustly reducing the size of the Board to entrench itself and block shareholder-nominated directors. The ruling forces Ionic to reopen its nomination window for two Class I director seats, giving stockholders the opportunity to finally choose who sits on the Board. Concerned Stockholders Tony Vejseli, Chris Villinger, and Brett Perry, who brought the lawsuit, are urging fellow stockholders to vote for Mike Abbate and Oliver Wiener at the upcoming annual meeting. Learn more at Summing up the dire situation at Ionic Digital and the lack of liquidity facing its stockholders, the Court noted that: 'In the seventeen months since the Company's formation, five of Ionic's eight initial directors have left the Board. Ionic has employed three Chief Executive Officers, two Chief Financial Officers, and two Chief Legal Officers. Its auditor also resigned. Meanwhile, because Ionic has not yet publicly listed its shares and transfer restrictions are in place, stockholders cannot sell their shares.' The Court's landmark decision highlights the self-serving motivations behind the Board's attempts to entrench itself against stockholder-led change, noting: '[T]he trial evidence here overwhelmingly supports a finding that the Board Reduction Resolution was not adopted on a 'clear day.' 'The Board failed to prove that the Board Reduction Resolution was adopted for a valid, non-pretextual corporate purpose.' '[T]he Director Defendants breached their fiduciary duties by inequitably interfering with a corporate election by reducing the number of directors that Ionic stockholders will elect at the Company's first Annual Meeting. 'Plaintiffs have established their entitlement to an order invalidating the Board Reduction Resolution and restoring the Board to six directors, including two Class I directors.' '[T]he Board's wrongful conduct [] necessitates reopening the nomination window.' '[…] Ionic's stockholders, who have not been able to exercise their voting rights since the Company's incorporation, can finally decide for themselves who should serve on the Board.' 'Ionic's stockholders—not this Court—will decide who serves on the Board.' It's Time for Change. The Concerned Stockholders are committed to restoring transparency, accountability, and liquidity to Ionic Digital. Vote for real change — support Mike Abbate and Oliver Wiener on the GOLD Proxy Card at the 2025 annual meeting. Learn more at Contact InformationInvestor Contact:Saratoga Proxy Consulting LLCJohn Ferguson / Ann Marie Mellone (888) 368-0379(212) 257-1311info@ 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
Yahoo
21-05-2025
- Business
- Yahoo
HG Vora Releases Investor Presentation Highlighting Need for Shareholder-Led Change at PENN Entertainment
Details Abysmal Performance, Strategic Missteps, and Poor Corporate Governance Under PENN's Current Leadership Explains How Genuine Change is Needed to Restore Oversight and Accountability to PENN's Entrenched Board Highlights How the Three Independent Director Candidates Nominated by HG Vora – William Clifford, Johnny Hartnett and Carlos Ruisanchez – Can Help Restore Value at PENN Urges Shareholders to Vote for All Three Candidates Nominated by HG Vora on the GOLD Proxy Card NEW YORK, May 21, 2025--(BUSINESS WIRE)--HG Vora Capital Management, LLC (together with its affiliates, "HG Vora") today released a comprehensive presentation highlighting the urgent need for change on the Board of Directors of PENN Entertainment, Inc. (NASDAQ: PENN) ("PENN" or the "Company") at the Company's 2025 Annual Meeting of Shareholders (the "Annual Meeting") to be held on June 17, 2025. HG Vora encourages all shareholders to review the presentation here and access additional related materials at VOTE THE GOLD PROXY CARD TODAY TO SEND A MESSAGE TO PENN THAT SHAREHOLDER-LED CHANGE IS URGENTLY NEEDED. Voting HG Vora's GOLD proxy card allows you to tell PENN that you want to elect William Clifford as well as Johnny Hartnett and Carlos Ruisanchez. If you have already voted using the Company's proxy card, you have every right to change your vote by completing and mailing the GOLD proxy card in the pre-paid envelope or by voting via Internet by following the instructions on the GOLD proxy card. 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) filed a definitive proxy statement and accompanying gold universal proxy card with the SEC on May 12, 2025 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 Capital Management, LLC (the "Investment Manager"), HG Vora Special Opportunities Master Fund, Ltd. ("Master Fund"), Downriver Series LP – Segregated Portfolio C ("Downriver"), Parag Vora ("Mr. Vora" and, collectively with Investment Manager, Master Fund and Downriver, "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 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 DEFINITIVE PROXY STATEMENT AND OTHER PROXY MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS ARE AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE AT THE DEFINITIVE PROXY AND ACCOMPANYING PROXY CARD WILL ALSO BE FURNISHED TO SOME OR ALL OF THE COMPANY'S SHAREHOLDERS. SHAREHOLDERS MAY DIRECT 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). View source version on Contacts Investors Bruce Goldfarb/Chuck GarskeOkapi Partners(877) 629-6355 Media Jonathan Gasthalter/Nathaniel Garnick/Iain HughesGasthalter & Co.(212) 257-4170
Associated Press
17-04-2025
- Business
- Associated Press
Dynavax Files Definitive Proxy Statement and Sends Letter to Stockholders
Urges Stockholders to Vote 'FOR' All Four Dynavax Director Nominees on the GOLD Proxy Card Highlights Record Financial and Operational Results, Balanced Capital Allocation Strategy and Meaningful Board Refreshment Underscores Deep Track's Value Destructive, Short-Term Focus and Unnecessary Proxy Contest EMERYVILLE, Calif., April 17, 2025 /PRNewswire/ -- Dynavax Technologies Corporation (Nasdaq: DVAX) ('Dynavax' or the 'Company'), a commercial-stage biopharmaceutical company developing and commercializing innovative vaccines, today announced that it has filed definitive proxy materials with the Securities and Exchange Commission ('SEC') in connection with its upcoming Annual Meeting of Stockholders scheduled to be held on June 11, 2025. Stockholders of record as of April 14, 2025, will be entitled to vote at the meeting. Dynavax's definitive proxy materials are available on the investor relations section of the Company's website at In conjunction with the definitive proxy filing, Dynavax is mailing a letter to the Company's stockholders. Highlights from the letter include: The full text of the letter being mailed to stockholders follows: Dear Fellow Stockholder, Your vote at our Annual Meeting on June 11, 2025, will be critically important this year. Deep Track Capital, a hedge fund, is attempting to replace four of our independent directors, including our Chairman, in pursuit of a short-term strategy that puts the value of your investment in Dynavax at risk. We urge you to vote 'FOR' Dynavax's four highly qualified director nominees on the GOLD universal proxy card today for the following reasons: It is imperative that the Company stay on the right course by continuing to execute on our commercial and R&D strategy with a balanced, thoughtful capital allocation plan. We strongly urge you to vote 'FOR' Dynavax's four recommended director nominees on the enclosed GOLD universal proxy card. DYNAVAX IS EXECUTING A CLEAR STRATEGY THAT IS GENERATING RECORD RESULTS AND DELIVERING STRONG RETURNS FOR STOCKHOLDERS Dynavax is a commercially successful vaccine company known for our leading hepatitis B vaccine, HEPLISAV-B®, and novel vaccine adjuvant technology, CpG 1018. Dynavax is in the strongest position it has ever been in, marked by consistently delivering record financial and operational results. In 2019, the Company shed its immuno-oncology business and entirely refocused its portfolio to prioritize its vaccine business and successfully launch HEPLISAV-B®. Under new executive leadership and a refreshed Board chaired by Scott Myers since October 2021, the Company is thriving in one of the most challenging biotechnology environments in a generation: Driving HEPLISAV-B® is one pillar of our overarching strategy. We expect the U.S. hepatitis B adult vaccine market to peak in 2030 and we are taking action now to advance our differentiated vaccine pipeline in order to enable long-term top-line growth and sustained value creation for stockholders. With our proven capability to bring products to market and a strong balance sheet, we are doing this in two ways: This strategy is supported by a disciplined capital allocation framework that protects the value of our core business while balancing strategic investments for future growth and return of capital to our stockholders. Dynavax announced a $200 million share repurchase program in November 2024 to be completed in 2025, $128.8 million of which has already been executed as of the end of the first quarter of 2025. We are one of few vaccine-focused biotechnology companies that have returned meaningful capital to stockholders. We also recently refinanced a majority of our outstanding Convertible Senior Notes, which extended the maturity date of most of our existing debt, lowered our overall cost of capital through improved terms, and reduced basic and diluted shares outstanding. We believe we executed this refinancing on a timely basis, which significantly strengthened our capital structure and further positioned us for successful execution of our strategy. THE DYNAVAX BOARD IS BEST POSITIONED TO ADVANCE OUR STRATEGY As Dynavax's strategy has evolved, so too has our Board to ensure our collective skillsets are truly representative of the current and future needs of the business. The Dynavax Board has been programmatically and meaningfully refreshed, resulting in a dynamic boardroom with new and varied perspectives. Our refreshment process – which has been in place long before Deep Track began its campaign – has been executed through rigorous selection criteria to identify industry leaders with highly specialized skills and experiences that are relevant to Dynavax's business. Today, the Board has significant and relevant public company experience, including serving as directors and C-suite executives of global healthcare organizations with a wide cross section of expertise across every function of the industry. We have also made important proactive corporate governance enhancements, including seeking your approval to declassify the Board of Directors. As a result of the changes we have made, including the appointment of two highly qualified new directors earlier this year, following the Annual Meeting, the Board will be comprised of nine directors, with six of our eight independent directors having been appointed since 2020. The Company's four director nominees play essential roles in designing and overseeing the execution of Dynavax's strategy: DEEP TRACK'S PLAN IS VALUE DESTRUCTIVE We have engaged with Deep Track consistently since it first became a Dynavax investor in 2022, including quarterly discussions with management and several meetings with our Chairman. Through August 2024, Deep Track was supportive of the Company's strategy and execution and repeatedly reiterated its support for management. Since launching its campaign against the Company in August 2024, Deep Track has demanded that Dynavax: increase the stock repurchase program to at least $400 million, enter into an expensive royalty financing leveraging HEPLISAV-B® to accelerate an outsized share repurchase program, abandon internal development efforts and business development and focus solely on HEPLISAV-B® commercialization, and ultimately seek to sell Dynavax as a single asset company. If executed, this plan would destroy stockholder value. Deep Track's plan would saddle the Company with high-cost debt, jeopardize our strong platform and inhibit our ability to invest in the growth of HEPLISAV-B®, internal development of our current pipeline, and future development of medicines and vaccines for patients, in exchange for a near-term payoff at a considerably lower value. Notwithstanding Deep Track's short-sightedness, we have not dismissed their requests. Since August 2024, the Company has had over 20 exchanges with Deep Track and we have offered four reasonable settlement proposals. We do not want this proxy contest and have made every effort to avoid it. Notably, we have offered to (1) appoint up to two of Deep Track's independent candidates and (2) have up to three incumbent directors step down. Deep Track refused all of our offers and has failed to negotiate in good faith – regularly introducing new settlement demands or going silent without warning. Most recently, after the filing of Dynavax's preliminary proxy, Deep Track approached us with yet another proposal that was not a meaningful step toward resolution, again insisting that Deep Track principal Brett Erkman and another Deep Track candidate replace two incumbent directors, but this time without a standstill restriction, while also re-balancing the Board's classes such that Deep Track could achieve majority turnover on the Board at our 2026 Annual Meeting. Deep Track appears to be misinterpreting our sincere and generous settlement proposals to avert a contested election as a baseline for additional demands that no reasonable Board could accept. We believe that Deep Track's campaign ultimately comes down to one objective: gain majority control of the Dynavax Board at the 2026 Annual Meeting in order to effectuate its value destructive plan, at the expense of all other stockholders, while not paying a control premium. Deep Track has made it abundantly clear that any settlement – including its latest proposal – must afford Deep Track the ability to obtain majority control of the Board at the 2026 Annual Meeting and must include the appointment of its own principal, Mr. Erkman, who the Board interviewed and found unqualified to serve as a director based on a lack of relevant skills and experience. It is our strong belief that Mr. Erkman, as a Deep Track employee, would not be open-minded or act with independence in the Boardroom – he is beholden to Deep Track. Replacing any of Dynavax's directors with Deep Track's nominees would leave Dynavax deficient in vital expertise that is needed at this critical moment – Deep Track's campaign would remove proven strategic leadership, essential vaccine expertise, senior public biotechnology and board experience and deep industry financial expertise. Simply put, Deep Track's nominees do not stack up. We remain unwavering in our commitment to act in the best interests of the Company and all stockholders. Dynavax's proposed Board slate is uniquely equipped to guide the Company's strategy and continue delivering enhanced value for you. Your vote is critical in protecting the future of our Company. Thank you for your support, The Dynavax Board of Directors Advisors Goldman Sachs & Co. LLC is serving as financial advisor to Dynavax and Cooley LLP is serving as legal counsel. About Dynavax Dynavax is a commercial-stage biopharmaceutical company developing and commercializing innovative vaccines to help protect the world against infectious diseases. The Company has two commercial products, HEPLISAV-B® vaccine (Hepatitis B Vaccine (Recombinant), Adjuvanted), which is approved in the U.S., the European Union and the United Kingdom for the prevention of infection caused by all known subtypes of hepatitis B virus in adults 18 years of age and older, and CpG 1018® adjuvant, currently used in HEPLISAV-B and multiple adjuvanted COVID-19 vaccines. For more information about our marketed products and development pipeline, visit Forward-Looking Statements This communication contains 'forward-looking' statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to a number of risks and uncertainties. All statements that are not historical facts are forward-looking statements. Forward-looking statements can generally be identified by the use of words such as 'anticipate,' 'believe,' 'continue,' 'expect,' 'will,' 'may,' 'plan,' 'potential,' 'seek,' 'would' and similar expressions, or the negatives thereof, or they may use future dates. Forward-looking statements made in this document include statements regarding the Company's submission of a declassification proposal at its 2025 Annual Meeting, expected contributions from newly appointed directors, expectations regarding delivering value for our stockholders, our future growth, our differentiated technology, market share, expected product revenue, our business strategy and long-term performance. Actual results may differ materially from those set forth in this communication due to the risks and uncertainties inherent in our business, including, the risk that circumstances surrounding or leading up to our 2025 Annual Meeting may change, risks relating to our ability to commercialize and supply HEPLISAV-B, and risks related to the implementation of our long-term growth objectives, as well as other risks detailed in the 'Risk Factors' section of our Annual Report on Form 10-K for the financial year ended December 31, 2024 and any periodic filings made thereafter, as well as discussions of potential risks, uncertainties and other important factors in our other filings with the U.S. Securities and Exchange Commission. These forward-looking statements are made as of the date hereof, are qualified in their entirety by this cautionary statement and we undertake no obligation to revise or update information herein to reflect events or circumstances in the future, even if new information becomes available. Information on Dynavax's website at is not incorporated by reference in our current periodic reports with the SEC. Important Additional Information and Where to Find It On April 17, 2025, the Company filed a definitive proxy statement on Schedule 14A (the 'Proxy Statement') and form of accompanying GOLD proxy card with the U.S. Securities and Exchange Commission (the 'SEC') in connection with its 2025 Annual Meeting and its solicitation of proxies for the Company's director nominees and for other matters to be voted on. The Company may also file other relevant documents with the SEC regarding its solicitation of proxies for the 2025 Annual Meeting. This communication is not a substitute for any proxy statement or other document that the Company has filed or may file with the SEC in connection with any solicitation by the Company. STOCKHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT, ACCOMPANYING GOLD PROXY CARD AND OTHER RELEVANT DOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY CONTAIN IMPORTANT INFORMATION. Stockholders may obtain a copy of the Proxy Statement, accompanying GOLD proxy card, any amendments or supplements to the Proxy Statement and any other relevant documents filed by the Company with the SEC at no charge at the SEC's website at Copies will also be available at no charge at the Company's website at Certain Information Regarding Participants This communication is neither a solicitation of a proxy or consent nor a substitute for any proxy statement or other filings that may be made with the SEC. The Company, its directors, its director nominees and certain of its executive officers and employees may be deemed to be participants in the solicitation of proxies for the 2025 Annual Meeting. Information regarding the names of such persons and their respective direct or indirect interests in the Company, by securities holdings or otherwise, is available in the Proxy Statement, which was filed with the SEC on April 17, 2025, including in the sections captioned 'Compensation Discussion and Analysis,' 'Summary Compensation Table,' 'Grants of Plan Based Awards,' 'Outstanding Equity Awards at Fiscal Year End,' 'Pay Ratio Disclosure,' 'Director Compensation,' 'Certain Transactions,' 'Security Ownership of Certain Beneficial Owners and Management,' and 'Supplemental Information Regarding Participants in the Solicitation.' To the extent that the Company's directors and executive officers have acquired or disposed of securities holdings since the applicable 'as of' date disclosed in the Proxy Statement, such transactions have been or will be reflected on Statements of Changes in Ownership of Securities on Form 4 or Initial Statements of Beneficial Ownership of Securities on Form 3 filed with the SEC. These documents are or will be available free of charge at the SEC's website at For Investors: Paul Cox [email protected] 510-665-0499 or MacKenzie Partners, Inc. Bob Marese / John Bryan Toll-Free: 1-800-322-2885 [email protected] For Media: Dan Moore / Tali Epstein [email protected] 1Based on Dynavax stock price between March 31, 2020, and March 31, 2025. 2Based on Dynavax stock price between March 31, 2020, and March 31, 2025. 3Based on Dynavax stock price between March 31, 2020, and March 31, 2025. View original content to download multimedia: SOURCE Dynavax Technologies
