Leading US gaming operator PENN Entertainment has experienced a milestone shift in corporate governance following a dramatic shareholder mobilization that has outlined growing concerns. In the recent election at the company’s 2025 Annual Meeting of Shareholders, the two director nominees, Johnny Hartnett and Carlos Ruisanchez, backed by the activist investor HG Vora Capital Management, secured seats on the Board.
The Voting Process Had Its Share of Controversy
The newest vote could mark a shift in direction for PENN, as over 55% of shareholders cast their votes on HG Vora’s gold proxy card, signaling their deep discontentment with the company’s strategic direction. William Clifford, the third candidate, received broad institutional support. However, his candidacy wasn’t officially recognized by the company due to reported procedural shortcomings.
PENN has strongly opposed Clifford’s nomination. The company was adamant that his perspective was outdated and unsuitable for navigating the rapidly changing gaming and entertainment environment. While PENN made it clear that it believes Clifford’s re-inclusion into the boardroom would be counterproductive for long-term growth, HG Vora asserted a clear mandate for all three of its nominees.
PENN’s shareholders have voted overwhelmingly for genuine change, including for the election of William Clifford to the Board. There can be no mistake… that the status quo is simply unacceptable.
Parag Vora, HG Vora founder and portfolio manager
The vote also pushed back against PENN’s executive compensation practices. More than 60% of shareholders voted against the “Say-On-Pay” proposal, while only about a quarter of the company’s outstanding shares supported management’s strategic direction. Such an overwhelming majority is rare and signals that investors likely desire an in-depth overhaul of the company’s priorities.
PENN Must Contend with Rising Shareholder Discontent
In a prepared statement, the Board welcomed Hartnett and Ruisanchez, lauding their expertise in land-based and digital gaming. The company remained confident in its omnichannel strategy, which blends physical casino offerings with digital incentives, hopefully bolstering both verticals. PENN noted it would continue to listen to shareholder feedback on issues such as board composition, executive pay, and strategic direction.
The Board remains committed to driving profitability in our Interactive segment and growth across the business as we continue strengthening the company’s balance sheet and liquidity position.
PENN Entertainment statement
However, the slow realization of PENN’s online ambitions has caused shareholder frustration. Critics argue that the focus on online sports wagering and insufficient investments in the more lucrative online casino vertical have led to losses of over $11 billion in shareholder value since 2021. In May, HG Vora released a pointed presentation highlighting what it called repeated strategic and operational failures.
With two new voices in the boardroom and a third cheering from the sidelines, PENN’s leadership faces rising pressure to deliver tangible results or potentially face a full-blown shareholder revolt. Despite the company’s ongoing efforts to defend its strategic vision, the recent vote has made one thing clear: incremental progress is no longer enough.