Penn stated it had entered talks in good faith but could not agree to HG Vora’s demands, which it claimed were incompatible with gaming regulator directives.
“Notwithstanding this ime,” the letter read, “HG Vora was successful in achieving changes to Penn’s board composition,” noting that two HG Vora-backed nominees — Johnny Hartnett and Carlos Ruisanchez — are expected to be elected at the company’s annual meeting. The two would represent 25% of the board.
A new fact sheet
Penn said it had released an addendum to its earlier fact sheet in order “to set the record straight”, and accused HG Vora of repeatedly disregarding gaming industry compliance rules in pursuit of control over the company.
“Penn’s gaming licences are our most valuable assets — we understand and take our regulatory obligations seriously and, over our 30-year history in the industry, Penn has earned a reputation of trust with our regulators and the communities in which we operate,” the board wrote.
“HG Vora, on the other hand, has consistently disregarded the gaming regulatory regime in its pursuit to exercise control and influence over Penn without all necessary licences.
“Rather than operate within the well-established gaming regulatory framework, HG Vora has chosen to test boundaries and blame-shift, even concluding that we “repeatedly sought to weaponise the company’s regulators,” the company said.
In its fact sheet, Penn said gaming licences are privileges, and that regulators act independently, “according to applicable statutes and regulations — not based on Penn’s suggestions.”
The company added that “HG Vora appears unfamiliar with the well-established gaming regulatory framework.”
Compensation and governance allegations
Penn also addressed HG Vora’s criticisms of executive compensation, insider stock sales, and corporate jet usage, describing them as misleading and lacking factual basis.
Penn said claims of excessive executive pay and stock selling were not ed by publicly available disclosures.
According to the company, CEO Jay Snowden’s “realisable pay presents only 45% of his reported compensation and is in the bottom quartile relative to Penn’s proxy peer group.”It also noted that Snowden has not sold any shares since 2021.
Executives and directors, the company added, have collectively purchased over $5.7m worth of stock on the open market using personal funds — including $2.8m from Snowden alone.
Addressing another key allegation, Penn denied that executive use of its private aircraft was inappropriate.
HG Vora had accused Snowden and CFO Felicia Hendrix of using the company jet “as their personal Uber service.”
Penn responded that only 1.5% of total flight hours since 2020 were used for personal travel, and said HG Vora “mistakenly includes hours when our aircraft were leased by third parties.”
Disputing strategic demands
Penn also accused HG Vora of omitting key elements of its strategy from its presentation — particularly proposals that Penn believes would have damaged long-term value.
According to Penn, HG Vora had pushed the company to abandon its digital strategy and “cancel or pause” retail growth projects in order to prioritise share buybacks.
Penn defended its approach, saying its interactive segment is nearing profitability and is positioned to drive long-term value creation.
Retail investments, the company argued, underpin its omnichannel strategy and broader commitments to local communities and workforce development.
Penn further stated that despite HG Vora’s public campaign, it is recommending the investor’s two nominees for election at the AGM.
NEXT.io has ed HG Vora for comment.
