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Business Insider
a day ago
- Business
- Business Insider
Penn Entertainment responds to ISS report
Penn Entertainment (PENN) made the following statement in response to the report issued by Institutional Shareholder Services related to the company's 2025 annual meeting of shareholders on June 17: 'The ISS report confirms that two director seats are up for election at the 2025 Annual Meeting and that PENN and HG Vora have nominated and are recommending the same two highly-qualified candidates – Johnny Hartnett and Carlos Ruisanchez. ISS recognizes the open-mindedness with which PENN evaluated HG Vora's director candidates, noting: 'To its credit, the board appears to have given serious consideration to all three dissident nominees, and was open to accepting two of these nominees as its own.' PENN encourages all shareholders to vote for Messrs. Hartnett and Ruisanchez for election and looks forward to welcoming them to the Board. Following the Annual Meeting, 75% of PENN's directors will have joined the Board since 2019. In reaching its conclusions however, the ISS report fails to reflect a realistic view of William Clifford's candidacy. We remind shareholders that, during his time as PENN's CFO, Mr. Clifford advocated against key initiatives that were critical to succeeding in a competitive market. Following Mr. Clifford's departure in 2013 as PENN's CFO, these changes were implemented under the publicly announced P30 program and resulted in meaningful margin improvement. Further, during his interviews with PENN's Nominating and Corporate Governance Committee, Mr. Clifford demonstrated antiquated views of a rapidly changing industry, and the same posture of resistance to exploring value-generating solutions, which we believe would hinder constructive decision-making. PENN attempted multiple resolutions with HG Vora, but all of our resolution attempts were rejected. Given HG Vora's violation of its institutional waivers by multiple state gaming regulators, our ability to allow HG Vora to influence the governance of the Company beyond the evaluation of the nominees was expressly prohibited. We appreciate the feedback and advice we have received from our shareholders in advance of this year's Annual Meeting. We want to assure shareholders that we understand and share their focus on ensuring that PENN's Board of Directors is optimally comprised to oversee the Company's execution on a strategic plan to drive shareholder value. The Board and management team remain committed to creating value for all shareholders and will continue to take actions in support of that objective.'
Yahoo
2 days ago
- Business
- Yahoo
PENN Entertainment Responds to ISS Report
Reiterates that PENN and HG Vora Are Recommending the Same Two Highly-Qualified Nominees – Johnny Hartnett and Carlos Ruisanchez – for the Two Available Director Seats at the Upcoming Annual Meeting WYOMISSING, Pa., June 06, 2025--(BUSINESS WIRE)--PENN Entertainment, Inc. (Nasdaq: PENN) ("PENN" or the "Company") today made the following statement in response to the report issued today by Institutional Shareholder Services ("ISS") related to the Company's 2025 Annual Meeting of Shareholders (the "Annual Meeting") on June 17, 2025: The ISS report confirms that two director seats are up for election at the 2025 Annual Meeting and that PENN and HG Vora have nominated and are recommending the same two highly-qualified candidates - Johnny Hartnett and Carlos Ruisanchez. ISS recognizes the open-mindedness with which PENN evaluated HG Vora's director candidates, noting: "To its credit, the board appears to have given serious consideration to all three dissident nominees, and was open to accepting two of these nominees as its own."1 PENN encourages all shareholders to vote for Messrs. Hartnett and Ruisanchez for election and looks forward to welcoming them to the Board. Following the Annual Meeting, 75% of PENN's directors will have joined the Board since 2019. In reaching its conclusions however, the ISS report fails to reflect a realistic view of William Clifford's candidacy. We remind shareholders that, during his time as PENN's CFO, Mr. Clifford advocated against key initiatives that were critical to succeeding in a competitive market. Following Mr. Clifford's departure in 2013 as PENN's CFO, these changes were implemented under the publicly announced P30 program and resulted in meaningful margin improvement. Further, during his interviews with PENN's Nominating and Corporate Governance Committee, Mr. Clifford demonstrated antiquated views of a rapidly changing industry, and the same posture of resistance to exploring value-generating solutions, which we believe would hinder constructive decision-making. PENN attempted multiple resolutions with HG Vora, but all of our resolution attempts were rejected. Given HG Vora's violation of its institutional waivers by multiple state gaming regulators, our ability to allow HG Vora to influence the governance of the Company beyond the evaluation of the nominees was expressly prohibited. We appreciate the feedback and advice we have received from our shareholders in advance of this year's Annual Meeting. We want to assure shareholders that we understand and share their focus on ensuring that PENN's Board of Directors is optimally comprised to oversee the Company's execution on a strategic plan to drive shareholder value. The Board and management team remain committed to creating value for all shareholders and will continue to take actions in support of that objective. 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
Business Wire
2 days ago
- Business
- Business Wire
PENN Entertainment Responds to ISS Report
WYOMISSING, Pa.--(BUSINESS WIRE)--PENN Entertainment, Inc. (Nasdaq: PENN) ('PENN' or the 'Company') today made the following statement in response to the report issued today by Institutional Shareholder Services ('ISS') related to the Company's 2025 Annual Meeting of Shareholders (the 'Annual Meeting') on June 17, 2025: The ISS report confirms that two director seats are up for election at the 2025 Annual Meeting and that PENN and HG Vora have nominated and are recommending the same two highly-qualified candidates - Johnny Hartnett and Carlos Ruisanchez. ISS recognizes the open-mindedness with which PENN evaluated HG Vora's director candidates, noting: 'To its credit, the board appears to have given serious consideration to all three dissident nominees, and was open to accepting two of these nominees as its own.' 1 PENN encourages all shareholders to vote for Messrs. Hartnett and Ruisanchez for election and looks forward to welcoming them to the Board. Following the Annual Meeting, 75% of PENN's directors will have joined the Board since 2019. In reaching its conclusions however, the ISS report fails to reflect a realistic view of William Clifford's candidacy. We remind shareholders that, during his time as PENN's CFO, Mr. Clifford advocated against key initiatives that were critical to succeeding in a competitive market. Following Mr. Clifford's departure in 2013 as PENN's CFO, these changes were implemented under the publicly announced P30 program and resulted in meaningful margin improvement. Further, during his interviews with PENN's Nominating and Corporate Governance Committee, Mr. Clifford demonstrated antiquated views of a rapidly changing industry, and the same posture of resistance to exploring value-generating solutions, which we believe would hinder constructive decision-making. PENN attempted multiple resolutions with HG Vora, but all of our resolution attempts were rejected. Given HG Vora's violation of its institutional waivers by multiple state gaming regulators, our ability to allow HG Vora to influence the governance of the Company beyond the evaluation of the nominees was expressly prohibited. We appreciate the feedback and advice we have received from our shareholders in advance of this year's Annual Meeting. We want to assure shareholders that we understand and share their focus on ensuring that PENN's Board of Directors is optimally comprised to oversee the Company's execution on a strategic plan to drive shareholder value. The Board and management team remain committed to creating value for all shareholders and will continue to take actions in support of that objective. 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.
Yahoo
2 days ago
- Business
- Yahoo
Leading Proxy Advisory Firm ISS Recommends PENN Entertainment Shareholders Vote "FOR" All Three Director Candidates Nominated by HG Vora
Institutional Shareholder Services ("ISS") Recommends Shareholders Cast Votes Using the GOLD Proxy Card "FOR" William Clifford, Johnny Hartnett and Carlos Ruisanchez at PENN's 2025 Annual Meeting ISS Finds a Clear Case for Meaningful Change at PENN; Highlights that PENN has "Underperformed Peers Across the Board" and Raises "Concerns About its Approach to Refreshment" ISS States the Independent Director Nominees Would Bring "Direct Gaming Industry Experience" to PENN's Board HG Vora Urges Shareholders to Vote "FOR" All Three Independent Candidates on the GOLD Proxy Card to Express Their Desire for Genuine, Shareholder-Driven Change at PENN NEW YORK, June 06, 2025--(BUSINESS WIRE)--HG Vora Capital Management, LLC (together with its affiliates, "HG Vora") today announced that Institutional Shareholder Services Inc. ("ISS"), a leading independent proxy advisory firm, has recommended that shareholders of PENN Entertainment, Inc. (NASDAQ: PENN) ("PENN" or the "Company") cast their votes "FOR" the election of all three independent director candidates nominated by HG Vora – William Clifford, Johnny Hartnett, and Carlos Ruisanchez – to the Company's Board of Directors (the "Board") on the GOLD proxy card at PENN's 2025 Annual Meeting of Shareholders (the "Annual Meeting"), scheduled for June 17, 2025. In its report,* ISS concluded that PENN's performance under current leadership has "been disappointing over all measurement periods", that the Board's misguided interactive strategy has "failed to drive the returns expected by shareholders", and that there is "clearly a case for board change" given there is "little evidence that the board has been able to hold management accountable." With respect to PENN's significant underperformance and strategic errors under the current Board, ISS said: "The company's push into interactive has not been successful." "The overall story is one of M&A that has generally failed to drive the returns expected by shareholders." "It is particularly difficult to overlook the negative inflection that coincided with expansion into online sports betting, which is highlighted by the dissident." "Most worryingly, the company has pursued acquisitions and partnerships since early 2020 that have failed to meet the expectations of shareholders, and failed to meet the company's own stated goals." "The board appears not to have taken tangible lessons from its record in approving company acquisitions." With respect to the Board's composition, poor corporate governance, and lack of management oversight, ISS said: "The board lacks an adequate level of direct gaming industry experience. It appears that this deficiency has hampered the board's ability to effectively oversee management during the push into interactive, which has in turn translated into disappointing TSR and operational results." "[T]here is little evidence that the board has been able to hold management accountable, as the company has continued to pursue a strategy that has failed to deliver on expectations." With respect to the qualifications of the three independent director candidates, ISS said: "Hartnett and Ruisanchez seem to have fortuitously presented the board with a ready-made solution to a problem it was otherwise unprepared to address." "The more important point is that the board requires additional direct gaming industry experience, which Clifford can impart. He also has experience at the company itself, as a member of senior management and recently as a consultant." "[With respect to Clifford …], there is little evidence that the board has been able to hold management accountable, which suggests that a director who is not afraid to share a contrarian viewpoint may be a valuable addition." "There does not appear to be an outcome that would make support unwarranted for Clifford at this meeting." In conclusion, ISS said, "support for Clifford, as well as Hartnett and Ruisanchez, is warranted on the dissident card." Previously, leading independent proxy advisory firm Egan-Jones Proxy Services also recommended that PENN shareholders cast their votes "FOR" the election of all three independent director candidates nominated by HG Vora – William Clifford, Johnny Hartnett, and Carlos Ruisanchez – to the Board using the GOLD proxy card at PENN's 2025 Annual Meeting. To ensure the election of William Clifford, Johnny Hartnett, and Carlos Ruisanchez, it is essential that all PENN shareholders vote the GOLD proxy card "FOR" HG Vora's highly qualified director nominees – William Clifford, Johnny Hartnett, and Carlos Ruisanchez. With PENN's Annual Meeting less than two weeks away, it is important that shareholders cast their votes today. Every vote is important, no matter how many shares you own. If you have any questions about how to vote your shares, please contact our proxy solicitor Okapi Partners by telephone at 877-629-6355 or email at info@ For more information, including voting instructions, visit our website *HG Vora has neither sought nor obtained consent from ISS to use previously published information in this press release 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 InvestorsBruce Goldfarb/Chuck GarskeOkapi Partners(877) 629-6355MediaJonathan Gasthalter/Nathaniel Garnick/Iain HughesGasthalter & Co.(212) 257-4170
Yahoo
2 days ago
- Business
- Yahoo
Leading Proxy Advisory Firm ISS Recommends PENN Entertainment Shareholders Vote "FOR" All Three Director Candidates Nominated by HG Vora
Institutional Shareholder Services ("ISS") Recommends Shareholders Cast Votes Using the GOLD Proxy Card "FOR" William Clifford, Johnny Hartnett and Carlos Ruisanchez at PENN's 2025 Annual Meeting ISS Finds a Clear Case for Meaningful Change at PENN; Highlights that PENN has "Underperformed Peers Across the Board" and Raises "Concerns About its Approach to Refreshment" ISS States the Independent Director Nominees Would Bring "Direct Gaming Industry Experience" to PENN's Board HG Vora Urges Shareholders to Vote "FOR" All Three Independent Candidates on the GOLD Proxy Card to Express Their Desire for Genuine, Shareholder-Driven Change at PENN NEW YORK, June 06, 2025--(BUSINESS WIRE)--HG Vora Capital Management, LLC (together with its affiliates, "HG Vora") today announced that Institutional Shareholder Services Inc. ("ISS"), a leading independent proxy advisory firm, has recommended that shareholders of PENN Entertainment, Inc. (NASDAQ: PENN) ("PENN" or the "Company") cast their votes "FOR" the election of all three independent director candidates nominated by HG Vora – William Clifford, Johnny Hartnett, and Carlos Ruisanchez – to the Company's Board of Directors (the "Board") on the GOLD proxy card at PENN's 2025 Annual Meeting of Shareholders (the "Annual Meeting"), scheduled for June 17, 2025. In its report,* ISS concluded that PENN's performance under current leadership has "been disappointing over all measurement periods", that the Board's misguided interactive strategy has "failed to drive the returns expected by shareholders", and that there is "clearly a case for board change" given there is "little evidence that the board has been able to hold management accountable." With respect to PENN's significant underperformance and strategic errors under the current Board, ISS said: "The company's push into interactive has not been successful." "The overall story is one of M&A that has generally failed to drive the returns expected by shareholders." "It is particularly difficult to overlook the negative inflection that coincided with expansion into online sports betting, which is highlighted by the dissident." "Most worryingly, the company has pursued acquisitions and partnerships since early 2020 that have failed to meet the expectations of shareholders, and failed to meet the company's own stated goals." "The board appears not to have taken tangible lessons from its record in approving company acquisitions." With respect to the Board's composition, poor corporate governance, and lack of management oversight, ISS said: "The board lacks an adequate level of direct gaming industry experience. It appears that this deficiency has hampered the board's ability to effectively oversee management during the push into interactive, which has in turn translated into disappointing TSR and operational results." "[T]here is little evidence that the board has been able to hold management accountable, as the company has continued to pursue a strategy that has failed to deliver on expectations." With respect to the qualifications of the three independent director candidates, ISS said: "Hartnett and Ruisanchez seem to have fortuitously presented the board with a ready-made solution to a problem it was otherwise unprepared to address." "The more important point is that the board requires additional direct gaming industry experience, which Clifford can impart. He also has experience at the company itself, as a member of senior management and recently as a consultant." "[With respect to Clifford …], there is little evidence that the board has been able to hold management accountable, which suggests that a director who is not afraid to share a contrarian viewpoint may be a valuable addition." "There does not appear to be an outcome that would make support unwarranted for Clifford at this meeting." In conclusion, ISS said, "support for Clifford, as well as Hartnett and Ruisanchez, is warranted on the dissident card." Previously, leading independent proxy advisory firm Egan-Jones Proxy Services also recommended that PENN shareholders cast their votes "FOR" the election of all three independent director candidates nominated by HG Vora – William Clifford, Johnny Hartnett, and Carlos Ruisanchez – to the Board using the GOLD proxy card at PENN's 2025 Annual Meeting. To ensure the election of William Clifford, Johnny Hartnett, and Carlos Ruisanchez, it is essential that all PENN shareholders vote the GOLD proxy card "FOR" HG Vora's highly qualified director nominees – William Clifford, Johnny Hartnett, and Carlos Ruisanchez. With PENN's Annual Meeting less than two weeks away, it is important that shareholders cast their votes today. Every vote is important, no matter how many shares you own. If you have any questions about how to vote your shares, please contact our proxy solicitor Okapi Partners by telephone at 877-629-6355 or email at info@ For more information, including voting instructions, visit our website *HG Vora has neither sought nor obtained consent from ISS to use previously published information in this press release 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 InvestorsBruce Goldfarb/Chuck GarskeOkapi Partners(877) 629-6355MediaJonathan Gasthalter/Nathaniel Garnick/Iain HughesGasthalter & Co.(212) 257-4170
