PENN Entertainment Pushes Back on ISS Recommendation

PENN Entertainment has issued a firm response to Institutional Shareholder Services’ (ISS) recent report, which has urged shareholders to vote for the three board nominees presented by activist investor HG Vora. PENN’s upcoming annual meeting on June 17, 2025, will include a key vote that could significantly shake up the company’s leadership amidst ongoing challenges.

PENN Remained Critical of HG Vora

In a damning report, ISS criticized PENN’s strategic direction and oversight, describing the company’s performance as “disappointing” and referring to a series of acquisitions and online gaming initiatives that did not deliver adequate shareholder returns. The report urged stakeholders to help implement radical changes in the company’s leadership by voting for HG Vora-backed William Clifford, Johnny Hartnett, and Carlos Ruisanchez.

PENN Entertainment, however, countered ISS’s claims by arguing that ISS had neglected to consider crucial details and had mischaracterized its engagement with both the dissident investor and the broader shareholder base. While PENN concurred with ISS on supporting Hartnett and Ruisanchez, the company challenged the nomination of William Clifford, who served as CFO until 2013.

“During his time as PENN’s CFO, Mr. Clifford advocated against key initiatives that were critical to succeeding in a competitive market.”

PENN Entertainment statement

According to PENN, Clifford’s recent interview with the board revealed an outdated perspective significantly misaligned with the rapidly changing gaming and entertainment environment. The group has made it clear that it believes Clifford’s re-inclusion into the boardroom would be counterproductive for long-term growth.

The Company Reiterated Its Openness to Feedback

PENN’s release also underscored its ongoing difficulties dealing with HG Vora. The company outlined that it had made numerous attempts to reach an agreement regarding board representation. However, it was rebuffed at every turn. PENN also drew attention to regulatory complications, alleging that the activist investor’s attempts to dodge licensing rules in several states would hinder its influence on governance.

The company responded to shareholder concerns by noting that recent strategic initiatives such as partnerships, cost reductions, and leadership shifts would help it recover. Critics have drawn attention to PENN’s inconclusive online betting strategy and the underperformance of its interactive division. However, the operator remains convinced that its investments in the digital sector will pay off, especially after several recent high-profile partnerships.

“The Board and management team remain committed to creating value for all shareholders and will continue to take actions in support of that objective.”

PENN Entertainment statement

With the shareholder meeting less than two weeks away, the tension between HG Vora and PENN continues unabated, with the company remaining adamant that its initiatives will result in sustainable growth. As discussions rage on, the upcoming vote could prove pivotal for the future direction of one of America’s largest gaming operators.