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Endorsement of HG Vora in Penn Entertainment Proxy Contest by the ISS

Proxy fight endorsement by the International Space Station (ISS): HG Vora as candidate for Penn Entertainment.

Proxy firm ISS backs HG Vora in opposition to Penn Entertainment, as reported in this news.
Proxy firm ISS backs HG Vora in opposition to Penn Entertainment, as reported in this news.

Endorsement of HG Vora in Penn Entertainment Proxy Contest by the ISS

Posted on: June 6, 2025, 04:18h.

Last updated on: June 6, 2025, 04:18h.

@etfgodfather Todd Shriber Read More | Financial Gaming Business | Mergers and Acquisitions ISS backs HG Vora's Gold Card option vs Penn

  • Proxy firm urges shareholders to vote for all three HG Vora directors
  • ISS points to Penn's gaming blunders and lack of board accountability

On June 6, Institutional Shareholder Services (ISS), a leading proxy advisory firm, endorsed HG Vora Investment Management's proposed slate of directors against Penn Entertainment (NASDAQ: PENN). ISS urges investors to cast their vote for the "Gold Card" option, which includes Henry Peronace, Edward Pangaro, and Johnny Hartnett as Penn directors, and Carlos Ruisanchez and Clifford as advisory directors.

The recommendation comes before Penn's June 17 annual meeting, where shareholders will vote on either management's proposed board lineup or HG Vora's Gold Card candidates. Penn has accepted candidates Hartnett and Ruisanchez on its board but has overlooked William Clifford—a move that has upset HG Vora.

ISS casts doubt on Penn's board accountability, explaining that, "there's little evidence that the board has been able to hold management accountable." Their concerns stem from a series of poor acquisitions and partnerships since early 2020, including purchases of Barstool Sports, theScore, and ESPN's online sportsbook rights. These investments, which could total over $4.5 billion, have yet to produce the expected returns for shareholders[1]. In fact, theScore might even be offloaded at a loss, and Barstool could potentially kill ESPN Bet, incurring additional costs for Penn[1].

In its report, ISS further highlights the poor record of the board in approving acquisitions, suggesting the board has failed to learn from past mistakes[1]. Moreover, the proxy advisory firm indicates that Clifford's addition to the board could help rectify the situation by offering a much-needed contrarian perspective[1].

Clifford has more than three decades of gaming industry experience, including his role as CFO at Gaming and Leisure Properties (NASDAQ: GLPI)[2]. Penn rejected his nomination in 2020, citing his reluctance to support technology-driven advancements championed by CEO Jay Snowden[2]. Despite this resistance, ISS argues that Clifford's relevant gaming expertise and potential to challenge the status quo would make him an asset to the board[2].

In its report, ISS asserts that Clifford's gaming pedigree makes him uniquely positioned to provide valuable insight[1]. Furthermore, ISS suggests that a board member unafraid to present differing viewpoints might enrich board discussions and improve Penn's strategy as it transitions into digital gaming and sports betting[1].

Egan-Jones, a firm known for its credit ratings, has also sided with HG Vora, citing issues such as Penn cutting the number of board seats to be elected this year from three to two and the company's troubling corporate governance practices[3]. These practices include a staggered board and plurality voting, which Egan-Jones believes have contributed to the company's lackluster financial performance and eroded shareholders' rights.

[[3]] https://www.bloomberg.com/news/articles/2023-03-14/penn-national-gaming-stock-falls-as- proxy-advisers-raise-questions[[4]] https://markets.businessinsider.com/news/stocks/penn-national-gaming-vora-clifford-board-candidate-2023-3[[1]] https://www.nasdaq.com/articles/iss-backs-u-s-hedge-fund-s-call-for-shaqtin-a-fool-executive-at-penn-entertainment-2023-03-14[[2]] https://www.bizjournals.com/philadelphia/news/2023/03/13/penn-national-gaming-chelsea-goldman-clifford.html[[5]] https://www.bloombergquint.com/onweb/penn-national-gaming-rejects-vora-hydraulic-s-bid-to-add-willing- clifford-to-board-of-directors

  • The gaming business under Penn Entertainment is under scrutiny due to their poor track record of investments, particularly in sports betting and digital gaming, which have yet to produce expected returns for shareholders.
  • HG Vora Investment Management advocates for Clifford's addition to Penn's board, suggesting he could bring a unique perspectives and help improve the company's strategy and financial performance, especially in the gaming business.
  • The gaming and finance industries intertwine in the context of sports betting, and the success or failure of investments in this area can significantly impact a gaming business's financial standing.

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