WYOMISSING, PA — PENN Entertainment, Inc. (Nasdaq: PENN) has issued a formal response to the report released by Institutional Shareholder Services (ISS) concerning the company’s upcoming 2025 Annual Meeting of Shareholders on June 17. Central to the discussion are the nominations for two director seats and the company’s ongoing efforts to maximize shareholder value.
The ISS report confirms that both PENN and HG Vora Capital Management support the election of two candidates, Johnny Hartnett and Carlos Ruisanchez, to the Board of Directors. “The ISS report confirms that two director seats are up for election at the 2025 Annual Meeting and that PENN and HG Vora have nominated and are recommending the same two highly-qualified candidates – Johnny Hartnett and Carlos Ruisanchez,” PENN stated.
PENN’s board appears to have approached HG Vora’s nominations with due consideration. ISS noted PENN’s openness by stating, “To its credit, the board appears to have given serious consideration to all three dissident nominees, and was open to accepting two of these nominees as its own.” PENN emphasized its endorsement of Hartnett and Ruisanchez, encouraging shareholders to vote for the pair and noting that, if elected, 75% of the company’s directors will have joined the Board since 2019.
However, PENN criticized the ISS report for its position on William Clifford, pointing to issues that the company believes disqualify his candidacy. The company stated that Clifford, during his time as CFO, “advocated against key initiatives that were critical to succeeding in a competitive market.” PENN noted that these initiatives, implemented later as part of the P30 program, led to “meaningful margin improvement” for the company.
Furthermore, PENN expressed concerns about Clifford’s perceived resistance to change within the evolving gaming industry. During interviews with the Nominating and Corporate Governance Committee, the company reported that Clifford displayed “antiquated views” and a continued unwillingness to consider innovative, value-generating solutions. PENN added that multiple attempts to reach a resolution with HG Vora were unsuccessful, citing regulatory limitations as a factor in prohibiting further governance influence by the firm.
Acknowledging shareholder input ahead of the meeting, PENN reiterated its focus on aligning the Board’s composition with shareholder priorities. “The Board and management team remain committed to creating value for all shareholders and will continue to take actions in support of that objective,” the company concluded.
As the Annual Meeting approaches, PENN aims to demonstrate its commitment to shareholder interests through strategic governance and the effective execution of its long-term growth plans.
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