A battle over Penn Entertainment’s future strategy took another twist Monday, as the ESPN Bet operator and activist investor HG Vora revealed an apparent disagreement over whether HG Vora still wants an injunction to nominate one more member to Penn’s board.
In a letter to shareholders Monday morning, Penn questioned HG Vora’s decision to continue to solicit proxy votes for a third board seat that Penn removed.
“While HG Vora’s proxy statement indicates it is seeking injunctive relief to permit a vote for this third candidate at the upcoming annual meeting, this is not true,” Penn said. “HG Vora’s public litigation filings confirm it is no longer seeking this injunction and, therefore, only two candidates will be up for election at this year’s annual meeting.”
But HG Vora fired back. It says that it continues to seek an injunction to have all votes for William Clifford, who was the operator’s CFO from 2001-13, counted.
“HG Vora has nominated a highly qualified third independent director candidate in William Clifford and is now fighting in court for injunctive relief to have all votes for him counted at the annual meeting,” it said. “Accordingly, HG Vora filed a motion on May 14, 2025 for expedited relief and a rapid trial in federal court in Pennsylvania, which PENN is opposing.
“HG Vora did not seek a preliminary injunction so the Board would not have the excuse to delay the annual meeting and avoid seating the other two HG Vora-nominated director candidates – Johnny Hartnett and Carlos Ruisanchez.
“Importantly, because of PENN’s history of using the corporate machinery to thwart the will of shareholders, and its track record of value destruction, HG Vora believes shareholders should not tolerate such a manipulation of the electoral process and that PENN’s Board has forfeited the right to select directors without shareholder input.”
HG Vora keeps pressure on
Investment fund HG Vora, Penn’s third-largest shareholder, has been attempting to exert greater influence over the operator. It wants Penn to stop devoting resources to what it sees as a “complete failure” of a digital strategy, and has called for greater returns to shareholders.
It also may wish to remove Penn CEO Jay Snowden, accusing him of “risky decision-making and mismanagement” and criticizing his “grossly disproportionate” pay. Snowden’s total compensation package last year was $26.7 million.
In January, HG Vora sought to nominate three new members — Johnny Hartnett, Carlos Ruisanchez, and Clifford — to Penn’s board at this year’s annual general meeting, to fill three open seats. Penn put the first two up for nomination, but instead of considering Clifford it shrunk the size of the board from nine members to eight, leaving only two open seats.
The investor sued earlier this month, seeking an injunction to allow it to put all three up for a vote, as well as damages.
Last Wednesday, HG Vora filed a motion for an expedited trial, and said it didn’t want an injunction to stop the annual meeting from being held, as this would prevent it from being able to nominate any members.
Penn appeared to interpret this as evidence that the fund was no longer pursuing the injunction to allow for a vote for Clifford at this year’s meeting, which will be held on June 17.
Penn shares struggled Monday, losing 4% to $15.38, though markets may have also been reacting to macroeconomic factors like the U.S. debt downgrade, which occurred after market close on Friday. The decline leaves the business valued at $2.32 billion.
