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Penn Entertainment has issued a formal response to the 116-page investor presentation by activist shareholder HG Vora.Top Crypto Casino in Saudi Arabia – BitStarz Ranked #1

The listed company claims the report is “full of false claims and mischaracterizations” about the company’s governance and leadership.

The response comes as the latest chapter in the proxy battle between the two parties ahead of Penn’s 2025 Annual Meeting.

Penn Says in Response It Tried to Reach an Agreement

In a letter to shareholders, Penn stated that it will not continue to solicit votes for its proxy card over HG Vora’s. That’s because both parties support the same two board nominees, Johnny Hartnett and Carlos Ruisanchez.

The company claims that despite its attempting to settle with HG Vora “in good faith”, the shareholder rejected the proposals. Instead, it wanted to impose its own conditions, which would have violated directives from a gaming regulator.

Still, Penn claims that HG Vora successfully achieved changes to the company’s board. The two nominees will eventually represent 25% of the board after the annual meeting.

However, Penn criticized the activist investor. The company described HG Vora as consistently disregarding the gaming regulatory regime in its quest for more control and influence in Penn, without all the necessary licenses.

“Rather than operate within the well-established gaming regulatory framework, HG Vora has chosen to test boundaries and blame-shift, even concluding that we “[r]epeatedly sought to weaponize the Company’s regulators.”

Penn also rejected HG Vora’s allegations and claims over executive compensation, insider trading, and personal use of corporate assets. The company says that while the claims are attention-grabbing headlines, they’re not based on public disclosures.

HG Vora’s Claims of Strategic Failures and Mismanagement

HG Vora launched its proxy battle with Penn in February, when it blamed the company for strategic failures and mismanagement. It also nominated three candidates for the board. In addition to Hartnett and Ruisanchez, the list included William J. Clifford, a former Chief Financial Officer of Penn.

On May 13, the firm sent an open letter to Penn shareholders. It stated that it had filed its definitive proxy statement with the Securities and Exchange Commission. In the letter, HG Vora urged shareholders to vote with its Gold Proxy Card, not Penn’s white card.

The letter went on to call Penn’s act of reducing the number of candidates from three to two (after it claimed the two parties agreed on three) “illegal and undemocratic.”

Shortly after, HG Vora stepped up its pressure on Penn. It published a website and a 116-page presentation arguing for strategic changes.

In the presentation, the investor claimed the company’s pivot to the digital segment was misguided and has failed. It also criticized the leadership and executive pay.