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Business Wire
a day ago
- Business
- Business Wire
HG Vora: Now is Your Last Chance to Vote for Genuine, Shareholder-Driven Change at PENN Entertainment
NEW YORK--(BUSINESS WIRE)--HG Vora Capital Management, LLC (together with its affiliates, 'HG Vora') sent a letter to shareholders of PENN Entertainment, Inc. (NASDAQ: PENN) ('PENN' or the 'Company') urging them to 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. The full text of the letter is attached and accessible online at alongside other relevant materials. Shareholders with questions about how to vote their shares should contact HG Vora's proxy solicitor, Okapi Partners, by telephone at 877-629-6355 or email at info@ 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).
Yahoo
4 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
4 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
Business Wire
4 days ago
- Business
- Business Wire
Leading Proxy Advisory Firm ISS Recommends PENN Entertainment Shareholders Vote 'FOR' All Three Director Candidates Nominated by HG Vora
NEW YORK--(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).
Business Wire
23-05-2025
- Business
- Business Wire
Deep Track Capital Comments on ISS Recommendation
GREENWICH, Conn.--(BUSINESS WIRE)--Deep Track Capital, LP, (together with its affiliates, 'Deep Track' or 'we'), one of the largest shareholders of Dynavax Technologies Corporation (NASDAQ: DVAX) ('Dynavax', 'DVAX' or the 'Company'), with ownership of approximately 14.82% of the Company's outstanding shares, today issued the following statement in response to a report issued by Institutional Shareholder Services Inc. ('ISS') regarding the election of directors to the Company's Board of Directors (the 'Board') at the 2025 Annual Meeting of Stockholders (the 'Annual Meeting'). 'We firmly believe ISS reached the wrong conclusion by failing to recommend any amount of change in the Dynavax boardroom. The report reads as a rushed and incomplete assessment: not only does it mistakenly use the name of a completely different company at one point, but it also contains numerous factual errors and does not accurately capture key events. Critical issues are completely ignored, including Heplisav's flattening market share growth, management missing performance targets set by the Board, and a shareholder-unfriendly approach to capital allocation. ISS fails to hold the Board to account even for issues it acknowledges in its report, such as the need for improved corporate governance. Above all else, we are disappointed that ISS readily adopted the Company's view that a significant long-term shareholder would add no value to the Board. We call shareholders' attention to the following points: Recent failures demand a strategic pivot. Heplisav's market share of 44% exiting 2024 failed to achieve the target of 47% set by the Board; similarly, annual sales also failed to achieve the $275 million goal. 1 This year is hardly off to a better start, with market share of only 43% for the first quarter of 2025. Yet Dynavax refuses to acknowledge this is a problem, with management stating just earlier this month that they were 'very comfortable' with and 'very proud' of this result and noted the strategy is going 'exactly how we had planned.' 2 It is entirely unclear why ISS would completely ignore key performance metrics set by the Board as part of their evaluation, choosing instead to simply rubber stamp the Company's arguments. ISS acknowledges that the Company has 'a number of suboptimal corporate governance provisions' 3 yet fails to take Dynavax to task for its half-hearted attempts to address these issues. ISS ignores the most glaring governance defect, which is the imbalanced classes of directors (with the classes split three, two and four) and with the classified Board structure not ending until 2028. Further, the addition of two new directors with no vaccine commercialization expertise while Heplisav's market share has been stuck in the low 40 percent range for now seven consecutive quarters is, in our view, inexplicable. We proposed a candidate with over two decades of vaccine commercialization experience (who, contrary to what ISS wrote, was never offered a seat by the Board). Instead, ISS applied their rubber stamp to the director handpicked by the Chairman from his previous board role, who has served for all of three months and brings zero prior vaccine expertise to the table. Market reaction to first quarter 2025 results indicates widespread concerns, in our view. The Company's share price fell 11% in reaction to the first quarter earnings report. In terms of broader strategy, ISS states that 'the company has been sitting on a cash pile for several years, and shareholder patience may be waning' but then fails to consider our argument that excess cash could be best deployed by returning capital to shareholders. ISS appears to assert that the Board is unlikely to pursue a potentially destructive acquisition because it has not done so yet; while they may find comfort in this logic, we don't think shareholders will take the same generous view. The Company's total shareholder return ('TSR') demonstrates clear underperformance. We question the relevance of DVAX performance dating back to 2019, given how few of the current Board members had anything to do with the Company at that time (and in fact, none of the nominees up for election this year). The Company extracted significant value from the pandemic, but as the CEO himself describes, that was a 'once in a lifetime' 4 experience, and attention should now shift to the present. Dynavax shares are down 23% year-to-date. The Company's TSR declined by 43% between two milestone events: from the appointment of Scott Myers as Board Chair to our amended Schedule 13D filing that led the Board to adopt a poison pill. 5 With respect to the benchmark that the Board uses to assess relative TSR for determining management's compensation, the Nasdaq Biotech Index, DVAX shares underperformed by 40 percentage points. ISS's report paints an inaccurate and incomplete picture of settlement discussions. Contrary to what ISS wrote, the Company never made an offer that included re-balancing its classes. Also, our final proposal included a two-year standstill, another item that ISS omits. Specifically, our final proposal was that Dynavax appoint Mr. Erkman and Mr. Santel to the Board, two incumbent directors step down, the share repurchase program be increased, and Deep Track would agree to a standstill until the nomination period for the 2027 annual meeting. Shareholders should see through ISS's surface-level analysis and consider the substantive issues at stake. Dynavax continues to underperform while the Board ignores its failed strategy. Our nominees possess exceptional relevant experience that could immediately improve the Board's ability to assess the best path forward to maximize value. We urge shareholders to vote FOR our four highly qualified nominees.' EVERY VOTE MATTERS Your vote is important, no matter how many shares of Common Stock you own. If you have any questions, require assistance in voting your WHITE proxy card, or need additional copies of Deep Track's proxy materials, please visit or contact our proxy solicitor, Innisfree M&A Incorporated ('Innisfree'), using the contact information provided here: Innisfree M&A Incorporated 501 Madison Avenue, 20 th Floor New York, New York 10022 Stockholders call toll-free (877) 687-1865 About Deep Track Capital Deep Track Capital is a Greenwich, Connecticut-based investment firm focused exclusively on the life sciences industry. We develop long term partnerships with management teams of leading innovative public and pre-IPO biotechnology companies. In addition to capital, we seek to invest our time and expertise, while leveraging our network for the benefit of our partners. We aim to lead transactions while building large syndicates, and also to invest in rounds led by other qualified investors. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS The information herein contains 'forward-looking statements.' 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,' '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 any of the underlying assumptions of Deep Track Capital, LP ('Deep Track') or any of the other participants in the proxy solicitation described herein 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 Deep Track that the future plans, estimates or expectations contemplated will ever be achieved. Certain statements and information included herein may have been sourced from third parties. Deep Track does not make any representations regarding the accuracy, completeness or timeliness of such third party statements or information. Except as may be expressly set forth herein, permission to cite such statements or information has neither been sought nor obtained from such third parties. Any such statements or information should not be viewed as an indication of support from such third parties for the views expressed herein. Deep Track disclaims any obligation to update the information herein or to disclose the results of any revisions that may be made to any projected results or forward-looking statements herein to reflect events or circumstances after the date of such information, projected results or statements or to reflect the occurrence of anticipated or unanticipated events. CERTAIN INFORMATION CONCERNING THE PARTICIPANTS Deep Track and the other Participants (as defined below) have filed a definitive proxy statement and accompanying WHITE universal proxy card with the Securities and Exchange Commission (the 'SEC') to be used to solicit proxies for, among other matters, the election of its slate of director nominees at the 2025 annual stockholders meeting (the '2025 Annual Meeting') of Dynavax Technologies Corporation, a Delaware corporation ('DVAX'). Shortly after filing its definitive proxy statement with the SEC, Deep Track furnished the definitive proxy statement and accompanying WHITE universal proxy card to some or all of the stockholders entitled to vote at the 2025 Annual Meeting. The participants in the proxy solicitation are Deep Track, Deep Track Biotechnology Master Fund, Ltd. (the 'Record Stockholder'), David Kroin (all of the foregoing persons, collectively, the 'Deep Track Parties'), Brett A. Erkman, Jeffrey S. Farrow, Michael Mullette and Donald J. Santel (such individuals, collectively with the Deep Track Parties, the 'Participants'). As of the date hereof, the Deep Track Parties beneficially own an aggregate of 17,791,486 shares (the 'Deep Track Shares') of the common stock, par value $0.001 per share, of DVAX (the 'Common Stock'). The Deep Track Shares collectively represent approximately 14.53% of the outstanding shares of Common Stock based on 122,411,685 shares of Common Stock outstanding as of the record date for the 2025 Annual Meeting as reported in DVAX's Definitive Proxy Statement filed with the SEC on April 17, 2025. Each of the Deep Track Parties 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) all of the Deep Track Shares. As of the date hereof, none of the other Participants beneficially own any shares of Common Stock. IMPORTANT INFORMATION AND WHERE TO FIND IT DEEP TRACK STRONGLY ADVISES ALL STOCKHOLDERS OF DVAX TO READ THE DEFINITIVE PROXY STATEMENT, ANY AMENDMENTS OR SUPPLEMENTS TO SUCH PROXY STATEMENT, AND OTHER PROXY MATERIALS FILED BY DEEP TRACK WITH THE SEC 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 BY DIRECTING A REQUEST TO THE PARTICIPANTS' PROXY SOLICITOR, INNISFREE M&A INCORPORATED, 501 MADISON AVENUE, 20th FLOOR, NEW YORK, NY 10022 (STOCKHOLDERS CAN CALL TOLL-FREE: (877)-687-1865).
