Penn Ent Stock Price, News & Analysis

HG Vora Capital Management has filed a lawsuit against PENN Entertainment (NASDAQ: PENN) in the U.S. District Court for the Eastern District of Pennsylvania. The lawsuit challenges PENN's decision to reduce the number of board seats up for election from three to two at the upcoming 2025 Annual Meeting. HG Vora, which owns approximately 4.80% of PENN's outstanding shares, alleges that this "Board Reduction Scheme" violates Pennsylvania's Business Corporation Law and breaches the Board's fiduciary duties.

The investment firm seeks to elect three independent nominees - William J. Clifford, Johnny Hartnett, and Carlos Ruisanchez - to PENN's Board. HG Vora claims PENN violated federal securities laws by failing to follow universal proxy rules and making misleading statements in SEC filings. The complaint seeks declaratory and injunctive relief to invalidate the board reduction, correct proxy materials, and allow shareholders to vote for all three nominees.

HG Vora Capital Management has responded to PENN Entertainment's recent board actions, criticizing the company's decision to reduce director seats up for election from three to two at the 2025 Annual Meeting.

Key developments:

• HG Vora, owning 4.80% of PENN shares, had planned to nominate three candidates for board seats
• PENN's board reduced available seats from three to two on April 25, 2025
• PENN stated intention to nominate two of HG Vora's candidates: Johnny Hartnett and Carlos Ruisanchez
• HG Vora believes their third candidate, William Clifford, would be valuable to PENN's board
• HG Vora claims PENN previously violated state law regarding director elections in 2024

HG Vora views this action as an attempt to disenfranchise shareholders and evade accountability. The firm is filing preliminary proxy materials with the SEC and encourages shareholders to review these documents when available. The dispute centers on corporate governance and board representation at PENN Entertainment.

PENN Entertainment (NASDAQ: PENN) announced significant changes to its Board of Directors, including the nomination of two new directors following discussions with HG Vora Capital Management. Johnny Hartnett and Carlos Ruisanchez will be nominated to fill two Class II director seats at the upcoming Annual Meeting.

The Board restructuring includes immediate retirement of Ron Naples, while Barbara Shattuck Kohn and Saul Reibstein will not seek reelection at the 2025 Annual Meeting. The Board now consists of eight directors, with seven being independent.

The new nominees bring extensive gaming industry experience. Ruisanchez is currently CEO of Sorelle Capital and previously served as President and CFO of Pinnacle Entertainment. Hartnett recently served as CEO of Superbet Group (2019-2023) and spent 20 years in various leadership positions at Flutter Group.

PENN Entertainment has announced plans to relocate its Ameristar Casino Hotel Council Bluffs riverboat operations to a new land-based facility, rebranding it as Hollywood Casino Council Bluffs. The $180-200 million project was approved by the Iowa Racing and Gaming Commission alongside a 15-year extension with Iowa West Racing Association.

The new facility will feature approximately 125,000 square feet of development, including 58,000 square feet of gaming space with over 1,000 positions on a single level. It will integrate with the existing ESPN BET sportsbook, 160-room hotel, and dining facilities. Gaming and Leisure Properties (GLPI) may provide up to $150 million in financing at a 7.10% cap rate.

Construction is expected to take 18-24 months after design and permitting approvals. The project aims to enhance the property's competitive position in the greater Omaha market and aligns with PENN's omni-channel entertainment strategy, which includes their database of over 32 million PENN Play members.

PENN Entertainment (Nasdaq: PENN) has scheduled its 2025 first quarter financial results announcement for Thursday, May 8, 2025. The company will release the results at 7:00 a.m. ET, followed by a conference call and simultaneous webcast at 9:00 a.m. ET.

The conference call will be accessible via phone at 203-518-9765 (conference ID: PENN) and through the company's website at www.pennentertainment.com. The Q&A session will be exclusively for analysts and investors. A replay of the call will be available on the company's website for thirty days.

PENN Entertainment reported its Q4 2024 financial results, highlighting solid property-level performance with revenues of $1.4 billion and Adjusted EBITDAR of $461.2 million. Properties unaffected by new supply generated nearly 3% year-over-year revenue growth.

The Interactive segment showed significant improvements, with revenues of $275.0 million, despite customer-friendly sports betting outcomes. The company's iCasino business achieved record quarterly gaming revenue, showing over 60% growth year-over-year, boosted by the successful launches of the standalone Hollywood Casino app in Pennsylvania and Michigan.

PENN announced plans to repurchase at least $350 million of shares in 2025. The company maintained strong liquidity of $1.7 billion, including $706.6 million in cash and cash equivalents, with traditional net debt at $1.9 billion as of December 31, 2024.

PENN Entertainment (Nasdaq: PENN) has confirmed receiving notice from HG Vora Capital Management nominating three director candidates for election to PENN's Board of Directors at the 2025 Annual Meeting of Shareholders. The company stated its Board and management team remain committed to creating long-term value for shareholders and will continue engaging with the investment community regarding strategy and performance.

The Board's Nominating and Corporate Governance Committee will review HG Vora's proposed nominees following standard evaluation procedures. PENN will present its formal recommendation in proxy materials to be filed with the SEC before the 2025 Annual Meeting. Goldman Sachs & Co. is serving as financial advisor and Wachtell, Lipton, Rosen & Katz as legal counsel.

PENN Entertainment (Nasdaq: PENN) has scheduled its 2024 fourth quarter financial results announcement for February 27, 2025. The results will be released at 7:00 a.m. ET, followed by a conference call and simultaneous webcast at 9:00 a.m. ET.

The conference call will be accessible via phone at 203-518-9783 (conference ID: PENN) and through the company's website at www.pennentertainment.com. The Q&A session will be exclusively for analysts and investors. A replay of the call will be available on the company's website for thirty days.