PENN Entertainment has appointed three new independent directors as part of a cooperation agreement with investment firm HG Vora Capital Management.
PENN Entertainment has appointed independent directors Heather Ace, Jeffrey Fox and Fabio Schiavolin to its Board, effectively immediately, increasing the size of the Board from eight to eleven members.
Heather Ace is executive vice president and chief human resources officer of Qualcomm and will serve on the Board of PENN for a term expiring at the company’s 2028 annual general meeting of shareholders.
Jeffrey Fox has been appointed for the same term and is the CEO and founder of Arkansas-based investment firm Circumference Group.
Fabio Schiavolin is the former CEO of Italian gaming operator Snaitech, now a part of Flutter Entertainment, and has been appointed to the Board of PENN until the company’s 2026 annual meeting of shareholders.
The cooperation agreement between PENN and HG Vora, signed on February 22, commits PENN to use its reasonable best efforts to cause the election of Schiavolin for a longer term at the 2026 annual general meeting.
David Handler, chair of PENN’s board of directors, said: “On behalf of the Board, we are pleased to welcome Heather, Jeff and Fabio, highly accomplished individuals who each bring deeply relevant experience.”
Under the terms of the cooperation agreement, HG Vora agrees not to propose or support any offer or proposal concerning a merger, acquisition, disposition, business combination, restructuring, liquidation, dissolution or similar extraordinary transaction involving PENN Entertainment and its subsidiaries. It will also refrain from soliciting, assisting or joining any litigation, arbitration or other proceeding against or involving the company.
The agreement also prevents PENN Entertainment from making any disparaging remarks about HG Vora and its director and officers, and requires HG Vora to file for the dismissal of its pending litigation against PENN in the District Court for the Eastern District of Pennsylvania.
HG Vora filed suit against PENN in May 2025, alleging that the company violated Pennsylvania’s Business Corporation Law, and the board breached its fiduciary duties, when it reduced the number of seats up for election at the 2025 annual general meeting of the company from three to two.
The suit also accused PENN of violating federal securities laws by failing to abide by universal proxy rules and making materially false and misleading statements and omissions in proxy materials filed with Securities and Exchange Commission (SEC).
As part of the cooperation agreement, PENN has agreed to reimburse HG Vora for its out-of-pocket expenses incurred during the proxy battle.
Shares in PENN Entertainment Inc. (NASDAQ:PENN) closed 6.35 per cent lower at $12.17 per share in New York Monday.