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PENN Entertainment, Inc. (NASDAQ:PENN) disclosed Wednesday that a special litigation committee has recommended no further action regarding shareholder claims related to changes in the company’s board composition. The information is based on a press release statement filed with the U.S. Securities and Exchange Commission.
According to the filing, PENN’s board previously formed a special litigation committee to review allegations made by HG Vora Capital Management, LLC and other plaintiffs. The claims concerned the board’s decision to reduce the number of Class II directors from three to two, as well as the overall board size from nine to eight members.
The special litigation committee, consisting of two independent individuals not serving on the board and supported by outside counsel, submitted its report to the U.S. District Court for the Eastern District of Pennsylvania. The committee determined that the board acted on an informed basis, in good faith, and in the best interests of PENN Entertainment when making the board size changes.
As a result of its review, the committee concluded it would not be in the company’s best interests to pursue the derivative claims brought by HG Vora or to take further action related to the allegations.
PENN Entertainment’s common stock is listed on the Nasdaq Stock Market under the symbol PENN. The company is incorporated in Pennsylvania and is classified under the hotels and motels industry.
The company stated that the information provided in the filing is being furnished to the SEC and is not considered “filed” for purposes of the Securities Exchange Act of 1934.
In other recent news, PENN Entertainment Inc. reported a third-quarter 2025 loss, with earnings per share at -$0.22, missing the forecast of -$0.05. The company’s revenue also fell short of expectations, totaling $1.4 billion compared to the anticipated $1.73 billion. Following these results, Mizuho lowered its price target for PENN to $22.00 from $24.00, although it maintained an Outperform rating. The company’s Interactive segment reported an EBITDA loss of $76.6 million, which was significantly wider than both Mizuho’s and the Street’s projections. In light of PENN’s strategic shift, Stifel upgraded the stock from Hold to Buy, raising its price target to $21.00. The upgrade was attributed to PENN’s pivot to an iCasino-led digital strategy. Meanwhile, Needham downgraded the stock to Hold from Buy following PENN’s early termination of its partnership with ESPN. Wells Fargo initiated coverage with an Underweight rating and a $15.00 price target, basing its assessment on future free cash flow estimates.
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