In a strategic maneuver reminiscent of an eleventh-hour political campaign, HG Vora is intensifying its efforts to rally support for its “Gold Card” director nominees ahead of the eagerly anticipated annual meeting of Penn Entertainment (NASDAQ: PENN) on June 17. This high-stakes endeavor mirrors the urgency and tactics often seen in the final days leading up to a critical election.

In a recent communique directed at Penn investors, HG Vora underscored the dwindling window of opportunity for stakeholders to voice their preference and contribute to steering Penn towards what it views as essential boardroom reform. The hedge fund’s primary bone of contention revolves around its proposal for Penn to welcome three new directors handpicked by Vora into its fold. Despite Penn’s concession to onboard two of these nominees, the decision has left the investor somewhat disgruntled.

A statement from HG Vora implored shareholders, “PENN Entertainment’s 2025 Annual Meeting of Shareholders is just around the corner. Cast your vote TODAY for all three director candidates nominated by HG Vora — William Clifford, Johnny Hartnett and Carlos Ruisanchez — using the GOLD Proxy Card to usher in shareholder-driven change within PENN’s boardr

oom.”

Penn has expressed reservations about one candidate in particular, William Clifford, whose tenure with Penn and related entities spanned from 2001 to 2014. The company aired its concerns last Friday, labeling his perspectives as outdated and cautioning that his reluctance towards innovation could potentially stifle progress within the organization.

In an intriguing twist, HG Vora has garnered endorsements from notable proxy advisory firms such as Egan-Jones and Institutional Shareholder Services (ISS), lending significant weight to its campaign. These firms have publicly advocated for shareholders to cast their votes in favor of all three of Vora’s nominees via the GOLD Proxy Card—a testament echoed by Glass Lewis & Co., LLC for two out of the three nominees.

ISS notably criticized current directors for not assimilating valuable insights from previous acquisitions related to online sports betting—a domain where significant investments by Penn have yet to translate into substantial market dominance.

In response, Penn highlighted ISS’s acknowledgment that proper consideration was given to all three candidates proposed by Vora. The gaming giant also revealed attempts at negotiating multiple resolutions with HG Vora, which were ultimately rebuffed by the hedge fund. Furthermore, Penn pointed out that with Hartnett and Ruisanchez on board, 75% of its directors would be recent additions since 2019, underscoring a commitment to refreshing its leadership team.

As we approach June 17 without any unforeseen developments akin to an “October surprise,” both parties are likely focused on consolidating support among shareholders. However, gauging major investors’ stance remains speculative at best due to their silence on this matter. Inquiries directed at Advent Capital Management, DME Capital Management under David Einhorn’s stewardship, and Donerail Group—which previously urged Penn towards considering a sale—have yielded no responses.

With HG Vora and DME ranking as Penn’s fifth- and sixth-largest shareholders respectively—jointly holding close to 9% equity—the outcome of this proxy battle holds significant implications not just for the involved parties but also for stakeholders across the casino industry landscape.

This unfolding saga underscores not only the complexities inherent in corporate governance but also highlights how shareholder activism can shape strategic directions within leading gaming companies like PENN Entertainment.