Two candidates linked to Vora secure spots on the Penn Board, Clifford receives significant endorsements.
June 17, 2025, 03:49h.
Last updated on: June 17, 2025, 03:49h.
T. Shriber @etfgodfather | Financial Gaming Business | Mergers and AcquisitionsHG Vora nominees Hartnett, Ruisanchez join Penn Entertainment board — Clifford's fate on the lineHedge fund skirmishes in the gaming industry
Penn Entertainment (NASDAQ: PENN), a prominent regional casino operator, formally welcomed two HG Vora candidates to its board of directors during its annual meeting today, with the majority of votes cast favoring Vora's candidate slate, known as the "Gold Card."
A third independent director was part of this slate, although his fate remains uncertain. The gaming company and the money manager announced Hartnett and Ruisanchez as new board members. Notably, the candidacy of William Clifford, the third independent director nominee, had widespread institutional investor support and garnered a majority of votes cast in the election according to HG Vora.
More than half of all votes cast in the election were submitted via HG Vora's GOLD proxy card. Approximately 5 of Penn's top 30 institutional investors voted on the company's white proxy card based on preliminary tabulations from HG Vora's proxy solicitor, Okapi Partners.
Parag Vora, founder of HG Vora Capital Management, referred to the vote as a demonstration of Penn investors' desire for "genuine change" at the company. With two open board seats, Penn previously reduced the number from three, a move that HG Vora contends stifles shareholder democracy.
Clifford's Current Status
Prior to the meeting, Penn had two vacant board seats, but feuds between the company and Vora left Clifford's candidacy in limbo, resulting in a lawsuit filed by Penn against Vora. This legal battle lies in the hands of the United States District Court for the Eastern District of Pennsylvania, and a favorable court decision may force the company to acknowledge the votes cast in favor of Clifford, potentially paving the way for his board membership. However, these are mere speculations at this stage.
"William Clifford, the third independent director nominee, received majority support from institutional investors, yet the company refused to acknowledge his candidacy," proclaims the press release from HG Vora.
Controversy surrounding Clifford's candidacy
Ahead of Penn's annual meeting, some proxy advisory firms supported the Gold Card proposal, while at least one favored the company, stating that Clifford had undergone proper vetting and Penn did nothing wrong in rejecting his candidacy. Clifford's long-standing history with Penn could be problematic, as during his tenure, he expressed resistance to changes that ultimately improved margins, and the company questioned his openness to new ideas, viewing his "antiquated views" as potential hindrances to the generation of shareholder value in an evolving industry.
- The legal battle between Penn Entertainment and HG Vora, concerning the recognition of William Clifford's board candidacy, continues to unfold in the United States District Court for the Eastern District of Pennsylvania.
- The financial gaming business witnessed a notable event as HG Vora's candidate, William Clifford, garnered majority support from institutional investors, despite Penn Entertainment's refusal to acknowledge his candidacy.
- In the realm of mergers and acquisitions, the gambling industry saw a legal skirmish escalate between Penn Entertainment and HG Vora, primarily revolving around the acceptance of independent director William Clifford in Penn Entertainment's board, a decision with potential implications for shareholder value and the industry at large.
