PENN Entertainment has confirmed the election of Johnny Hartnett and Carlos Ruisanchez to the company’s board of directors.
Hartnett and Ruisanchez were nominated to the board by HG Vora Capital Management, a significant shareholder in PENN Entertainment.
PENN’s board of directors said in a statement: “We are pleased to welcome Johnny and Carlos, both of whom bring highly relevant experience in digital and retail gaming to the Board.
“Over the past several months, we have continued to engage with our shareholders, and we look forward to incorporating feedback from those conversations as we move ahead. It is clear from this engagement that PENN’s Board, management team and shareholders are aligned in their focus on ensuring PENN is achieving its full potential.”
The election of the two new directors follows an acrimonious dispute between the company and HG Vora, which had sought to nominate three directors to the board.
The third HG Vora nominee, former PENN Entertainment chief financial officer William Clifford, was not accepted by PENN after the number of seats up for election was reduced to two.
HG Vora said in a statement Tuesday that Clifford’s nomination was supported by dozens of institutional investors and actively managed funds, and received a majority of votes cast in the election on HG Vora’s proxy card.
“PENN’s shareholders have voted overwhelmingly for genuine change, including for the election of William Clifford to the Board,” said Parag Vora, founder and portfolio manager of HG Vora.
“There can be no mistake about the mandate from PENN’s shareholders that the status quo is simply unacceptable. We are grateful for the strong support the three independent nominees have each received from shareholders and are confident that Johnny and Carlos will work constructively with their fellow directors to drive shareholder value.”
HG Vora had claimed before the shareholder vote that PENN’s board violated Pennsylvania’s Business Corporation Law and breached its fiduciary duties when it reduced the number of seats up for election from three to two.
The investment firm has also accused PENN of reducing shareholder value with an incoherent interactive strategy.
“The [PENN] Board remains committed to the close oversight of our differentiated omni-channel strategy and to delivering sustainable long-term value,” said the company.
“We recognize there is more work to be done, and we are intently focused on driving profitability in our Interactive segment and growth across the business as we continue strengthening the Company’s balance sheet and liquidity position, deleveraging and accelerating capital return to shareholders.
“We look forward to further dialogue with our shareholders about our Board’s composition and skillset evolution, as well as PENN’s executive compensation program and strategic priorities, to ensure alignment with our shareholders.”
Shares in PENN Entertainment Inc. (NASDAQ:PENN) closed marginally lower at $16.47 per share in New York Tuesday.