WYOMISSING, PA — Leading proxy advisory firm Glass, Lewis & Co. (“Glass Lewis”) has recommended that shareholders of PENN Entertainment, Inc. (Nasdaq: PENN) vote in favor of the company’s director nominees, Johnny Hartnett and Carlos Ruisanchez, ahead of the 2025 Annual Meeting of Shareholders scheduled for June 17.
The independent report commended PENN’s thorough review of director candidates nominated by HG Vora Capital Management, highlighting the value Hartnett and Ruisanchez bring to PENN’s board. According to the report, the addition of these nominees is “likely to enhance board oversight of PENN’s capital allocation and digital strategy.”
Glass Lewis also addressed the candidacy of William Clifford, HG Vora’s third nominee, noting that it does not see Clifford’s profile bringing sufficiently distinctive value at this time. The report added, “The board’s assertion that his background is not sufficiently differentiated – and its unanimous decision not to support him despite backing two other dissident nominees – raises questions as to whether he would bring distinctive value at this time.”
PENN acknowledged Glass Lewis’ recognition of the company’s evaluation process, stating, “Glass Lewis recognizes the Board’s thorough review of all three of HG Vora’s nominees, our responsiveness to shareholder feedback regarding refreshment and the rigorous regulatory oversight of the gaming industry, in particular the restrictions imposed related to our engagement with HG Vora.”
The recommendation also underscored the constraints of the highly regulated gaming sector, which delayed HG Vora’s nominations due to multi-jurisdictional licensing requirements. Glass Lewis noted that the board reduction strategy aligned with PENN’s past practices, saying there was no “clear and compelling evidence that the board acted in bad faith.”
PENN clarified its position to shareholders, stating that votes for Hartnett and Ruisanchez on either the company’s White Card or HG Vora’s Gold Card will be counted at the Annual Meeting. If elected, 75% of PENN’s board members will have joined since 2019, reflecting an ongoing commitment to board refreshment and the pursuit of long-term shareholder value.
PENN concluded, “The PENN Board and management team remain committed to prioritizing the best interests of all shareholders and look forward to further advancing PENN’s strategy to deliver long-term value with a strengthened Board following the Annual Meeting.”
This endorsement from a key independent advisor underscores the strategic alignment behind PENN’s director choices as the company navigates shareholder decisions and future growth initiatives.
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