Penn Entertainment has confirmed that only two candidates will be eligible for election to its board at the upcoming AGM.
Shareholders will be able to vote for either Johnny Hartnett or Carlos Ruisanchez, with HG Vora Capital Management’s efforts to include William Clifford in the running set to be unsuccessful.
HG Vora, a key Penn shareholder with a 4.8 per cent stake, had commenced litigation against the land-based and online gaming operator for reducing the number of board seats up for election from three to two.
This was followed by the publication of a definitive proxy statement by HG Vora in its efforts to have ex-Penn chief financial officer Clifford considered.
However, Penn said it interviewed Clifford alongside Hartnett and Ruisanchez and found that Clifford did not have the same essential skills and know-how as the other two. What’s more, Penn criticised Clifford’s lack of desire to modernise the company while he was CFO.
“We are writing today to provide clarity on this year’s Annual Meeting. At the Annual Meeting, shareholders will have the right to elect two candidates to the Board – Johnny Hartnett and Carlos Ruisanchez – both of whom were initially proposed by HG Vora Capital Management,” Penn’s latest letter said.
“HG Vora is also soliciting proxies for a third director candidate, despite the fact there are only two director seats up for election. While HG Vora’s proxy statement indicates it is seeking injunctive relief to permit a vote for this third candidate at the upcoming Annual Meeting, this is not true.
“HG Vora’s public litigation filings confirm it is no longer seeking this injunction and, therefore, only two candidates will be up for election at this year’s Annual Meeting.
“Notwithstanding HG Vora’s efforts to portray this situation as a proxy contest, this is not a contested election. Both the company and HG Vora are recommending the same two candidates at the Annual Meeting.”
Penn added it will “continue to consider opportunities to further refresh the board.”
In response, HG Vora said Penn’s statement “suggests that it is going to expand the board by adding back the seat that it removed last month and unilaterally name a director of its choosing for a three-year term – all after the 2025 Annual Meeting.”
“These self-serving actions have no legitimate corporate purpose and are being done to deprive shareholders of the right to vote or oppose the nomination of a third director. This is simply unacceptable and should not be tolerated,” the statement added.
“HG Vora has nominated a highly qualified third independent director candidate in William Clifford and is now fighting in court for injunctive relief to have all votes for him counted at the Annual Meeting.”
