PENN Entertainment's Governance Crossroads: Vote Now to Decide Its Future

The upcoming June 17 shareholder vote for PENN Entertainment Inc. (PENN) is a pivotal moment for investors, offering a stark choice between perpetuating a governance crisis or seizing control to revive a once-dynamic company. With HG Vora Capital Management’s proxy battle intensifying, shareholders face a decision that could redefine PENN’s trajectory—or cement its decline.

The Case for Change: PENN’s Wasted Decade

PENN’s stock has underperformed its peers by a staggering margin over the past decade, losing 60% of its value since 2015. This underperformance is no accident. A series of missteps—from overpaying for Score Media and Barstool Sports to its floundering ESPN Bet platform—has left the company mired in debt and strategic confusion. .

HG Vora’s critique is damning: CEO Jay Snowden’s $120M compensation since 2021 contrasts sharply with shareholder value destruction. The firm’s nominees—William Clifford, Johnny Hartnett, and Carlos Ruisanchez—are positioned to challenge this culture of complacency. Yet PENN’s retaliatory seat reduction, stripping one of the three nominated seats, reveals a desperate attempt to cling to power.

The Legal Stakes: A Precedent for Shareholder Rights

The federal lawsuit over William Clifford’s exclusion is more than a procedural dispute—it’s a battle over whether shareholders can meaningfully influence corporate governance. PENN’s Special Litigation Committee (SLC) claims the board acted lawfully, but its unilateral seat reduction smacks of entrenchment. If the court rules against HG Vora, it could embolden boards to manipulate vote structures, eroding investor voice.

Even if Clifford’s votes are blocked, electing Hartnett and Ruisanchez would inject fresh perspective. Both candidates bring expertise in digital strategy and corporate turnarounds—skills PENN desperately needs to capitalize on its sports betting potential.

Risks of Inaction: A Self-Inflicted Downgrade

PENN’s refusal to address governance flaws risks a credit rating downgrade, given its $11.6B debt load. A prolonged leadership stalemate could also deter partnerships with tech firms essential to its digital transformation. Meanwhile, competitors like DraftKings and FanDuel are outpacing PENN in both innovation and profitability.

The cost of doing nothing is clear: continued underperformance, worsening leverage, and the erosion of PENN’s market leadership in key states like Pennsylvania and New Jersey.

The Opportunity for Activists—and Shareholders

HG Vora’s nominees represent a credible path to accountability. Clifford’s tenure as PENN CFO during its 2015–2018 turnaround offers lived experience in stabilizing the company. Hartnett’s media background and Ruisanchez’s financial acumen could rebalance PENN’s lopsided focus on overpriced acquisitions.

Critics argue Clifford lacks “digital expertise,” but that misses the point: PENN’s crisis is one of governance, not technology. A board with independent oversight would empower executives to pivot strategies without the current leadership’s bias toward risky, ego-driven deals.

Immediate Action: Vote GOLD Before It’s Too Late

The clock is ticking. Shareholders who submitted votes via PENN’s proxy card can still override their decision by submitting HG Vora’s GOLD proxy card. The deadline is non-negotiable—votes received after June 17 won’t count.

Even if the court denies Clifford’s inclusion, voting GOLD ensures Hartnett and Ruisanchez gain seats, creating a beachhead for reform. PENN’s claim that the election is “uncontested” is disingenuous: the seat reduction itself was a contested act.

Final Verdict: A Binary Bet on Value

This isn’t a routine proxy battle—it’s a binary choice between stagnation and renewal. PENN’s stock trades at just 10x forward EBITDA, a valuation that already discounts its governance woes. A positive outcome could unlock $10–$15/share in value as investor confidence returns.

The path forward is clear: vote GOLD. The alternative is more of the same—a company sleepwalking toward irrelevance. Shareholders must act decisively before the June 17 deadline to ensure their voice isn’t silenced by a board desperate to survive.

Time is running out. The future of PENN—and your investment—is on the line.