Business
HG Vora Commences Lawsuit Against PENN Entertainment to Preserve the Fundamental Right of Shareholders to Elect All Three of Its Highly Qualified Independent Directors
NEW YORK, May 07, 2025--HG Vora Capital Management, LLC (together with its affiliates, "HG Vora") today filed a complaint in the United States District Court for the Eastern District of Pennsylvania (the "Court") against PENN Entertainment, Inc. (Nasdaq: PENN) ("PENN" or the "Company") and its Board of Directors (the "Board").
About this update from Penn Entertainment, Inc.
[{"type":"text","content":"Believes PENN’s Reduction of Number of Directors Up for Election is a Clear Violation of Pennsylvania’s Business Corporation Law and a Breach of the Board’s Fiduciary Duties","length":173,"tagName":"p","attribs":{}},{"type":"text","content":"Seeks Injunctive Relief Ordering PENN to Correct its False and Misleading Proxy Materials and Allow Shareholders the Opportunity to Elect Three Directors at the 2025 Annual Meeting","length":180,"tagName":"p","attribs":{}},{"type":"text","content":"NEW YORK, May 07, 2025--(BUSINESS WIRE)--HG Vora Capital Management, LLC (together with its affiliates, "HG Vora") today filed a complaint in the United States District Court for the Eastern District of Pennsylvania (the "Court") against PENN Entertainment, Inc. (Nasdaq: PENN) ("PENN" or the "Company") and its Board of Directors (the "Board").","length":395,"tagName":"p"},{"type":"text","content":"The complaint alleges that PENN violated Pennsylvania’s Business Corporation Law and the Board breached its fiduciary duties when it reduced the number of seats up for election from three to two (the "Board Reduction Scheme") at the Company’s upcoming 2025 Annual Meeting of Shareholders (the "Annual Meeting"). The complaint further alleges that PENN violated federal securities laws by failing to abide by the universal proxy rules and making materially false and misleading statements and omissions in proxy materials filed with the United States Securities and Exchange Commission ("SEC") regarding the Annual Meeting.","length":652,"tagName":"p"},{"type":"text","content":"The complaint seeks declaratory and injunctive relief determining that PENN’s Board Reduction Scheme is invalid, that PENN must correct the materially false and misleading statements in its proxy materials, and that PENN must allow shareholders an opportunity to elect all three independent nominees proposed by HG Vora – William J. Clifford, Johnny Hartnett, and Carlos Ruisanchez – to the Board.","length":397,"tagName":"p"},{"type":"text","content":"PENN’s Board Reduction Scheme, implemented amidst a contested election and while facing the prospect of losing three Board seats is, in HG Vora’s view, a self-serving action with no legitimate corporate purpose. HG Vora believes the Board’s manipulation of the Compan...