Glass Lewis Backs Penn Entertainment’s Board Picks Before Shareholder Vote

Glass Lewis, an independent proxy advisor, has told Penn Entertainment shareholders to vote for the company’s board nominees, Johnny Hartnett and Carlos Ruisanchez. 

Glass Lewis: Clifford Lacks Distinction, Penn’s Picks Offer Stronger Fit

This advice comes before the upcoming annual meeting on June 17 as Penn faces an ongoing proxy fight with activist hedge fund HG Vora. HG Vora wants to add a third director, William Clifford, to the board.

In its review, Glass Lewis backed Hartnett and Ruisanchez, saying they could boost Penn’s oversight of digital strategy and money use. The firm also noted Penn’s thorough review of all three people HG Vora suggested. While it approved two, the board did not support Clifford, a former Penn CFO, claiming his know-how and ideas were not different enough from current or new board members.

Glass Lewis seemed to agree, saying Clifford’s bid did not stand out enough to vote him in now. Additionally, the report pointed out that Clifford could not be elected unless Penn grows its board or HG Vora wins a legal fight — neither of which is likely before the meeting.

The advisory firm also rejected HG Vora’s accusations that Penn’s board cut the number of open seats to stop Clifford from being nominated. Glass Lewis said it could not find any proof of wrongdoing or entrenchment, and pointed out that Penn’s approach matches how it has managed its board in the past.

Penn Welcomes Glass Lewis Backing, Points to Broad Board Renewal Effort

Penn welcomed the suggestion, noting that Hartnett and Ruisanchez will help push forward the company’s long-term plan. The company also stressed that it had not pushed for its own proxy card, since votes for the two nominees will count whether they are on Penn’s “White Card” or HG Vora’s “Gold Card.”

After the upcoming election, three-quarters of Penn’s board will have joined since 2019. The company says this shows its ongoing efforts to refresh the board. The management also emphasized its dedication to cooperating with all shareholders to boost governance and enhance performance.

While Glass Lewis backs Penn, other proxy advisors like ISS and Egan-Jones suggest supporting all three HG Vora nominees, including Clifford. This difference highlights the mixed opinions about Penn’s recent performance and governance after its disappointing digital gaming ventures.

The shareholder vote next week will decide if Penn’s leadership stays on its current path or changes under growing investor pressure.