# HG Vora nominees Hartnett and Ruisanchez elected to PENN board

NEW YORK - HG Vora Capital Management announced Tuesday that its independent director nominees Johnny Hartnett and Carlos Ruisanchez have been elected to PENN Entertainment’s board of directors at the company’s 2025 annual meeting. The $2.39 billion market cap gaming company, which generated $6.64 billion in revenue over the last twelve months, has been facing challenges with profitability and debt management, according to InvestingPro data.

According to preliminary results, more than 55% of votes cast in the election were submitted on HG Vora’s proxy card. William Clifford, a third nominee put forward by HG Vora but whose nomination the company did not acknowledge, also received support from a majority of votes cast.

The company’s Say-On-Pay proposal faced significant opposition, with more than 60% of votes cast against it. PENN Entertainment (NASDAQ:PENN) received approval from approximately 25% of its outstanding shares, based on preliminary tabulations.

"PENN’s shareholders have voted overwhelmingly for genuine change, including for the election of William Clifford to the Board," said Parag Vora, Founder and Portfolio Manager of HG Vora. "There can be no mistake about the mandate from PENN’s shareholders that the status quo is simply unacceptable."

HG Vora believes that approximately five of PENN’s top 30 institutional investors voted on the company’s white proxy card rather than supporting the activist’s nominees.

The election results come as HG Vora, a significant shareholder of PENN Entertainment, has pushed for changes at the company. The information is based on a press release statement from HG Vora Capital Management.

In other recent news, PENN Entertainment has announced several key developments. The company revealed plans to repurchase approximately $223.8 million of its 2.75% Convertible Senior Notes due in 2026, with the transaction expected to close on June 20, 2025. This move is part of PENN’s ongoing financial management strategies, aiming to manage debt and enhance financial metrics. In addition, PENN’s shareholders elected Johnny Hartnett and Carlos Ruisanchez to its Board of Directors during the 2025 Annual Meeting. This decision aligns with recommendations from proxy advisory firms Glass Lewis and Institutional Shareholder Services, both endorsing these nominees for their potential to strengthen the board’s oversight capabilities.

Egan-Jones Proxy Services, however, has recommended the election of an additional nominee, William Clifford, citing the need for change in the boardroom due to concerns over financial performance and governance practices. PENN has not publicly commented on Egan-Jones’ recommendation. The company remains focused on its omni-channel strategy, with priorities including improving profitability in its Interactive segment and reducing debt. These recent developments underscore PENN’s commitment to strategic planning aimed at enhancing shareholder value.

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