Penn Entertainment to appoint two HG Vora-backed directors

Penn Entertainment will nominate Johnny Hartnett and Carlos Ruisanchez for election to its board of directors, amid ongoing tensions with shareholder HG Vora Capital Management.

Both candidates were previously proposed by the activist investor.

Despite discussions between the two sides, Penn disclosed last Friday (25 April) that no agreement was reached with HG Vora, which has been pushing for significant changes following sharp criticism of Penn’s strategy and shareholder returns.

The board shake-up comes as longtime director Ron Naples retires effective immediately, while Barbara Shattuck Kohn and Saul Reibstein have notified the company they will not seek reelection at its 2025 Annual Meeting.

With the changes, Penn’s board will comprise eight directors, seven of whom are independent.

“Significant opportunity for value creation”

Penn stated that following a review by the board’s Nominating and Corporate Governance Committee, Ruisanchez (pictured left) and Hartnett (pictured right) were selected to fill two Class II director seats that will be voted on at the upcoming Annual Meeting.

“We look forward to benefitting from Johnny’s and Carlos’s fresh perspectives as we enter into a critical phase for the business,” Penn said in a statement.

“The board continues to believe there is significant opportunity for value creation at Penn, particularly within our Interactive segment.

“Johnny and Carlos bring critical expertise and experience in the gaming industry, across both digital and retail, that are aligned with the board’s priorities and are tailored to the opportunities in front of us.

“While we were unable to reach an agreement with HG Vora, we thank them for their input and look forward to continued engagement with all of our shareholders,” Penn added.

Hartnett most recently served as CEO of Superbet Group, where he led growth and transformation efforts between 2019 and 2023 before joining its board in early 2024.

Prior to that, he held multiple leadership roles at Paddy Power Betfair, now Flutter Entertainment, including overseeing its international operations and M&A initiatives.

Meanwhile, Ruisanchez is currently the CEO of Sorelle Capital and president of Sorelle Hospitality.

He previously served as president and CFO of Pinnacle Entertainment, playing a key role until the company’s sale in 2018, and earlier in his career held senior investment banking roles at Bear Stearns.

HG Vora criticism

Penn’s announcement follows a move by HG Vora at the end of January to nominate its own slate of directors — including Hartnett and Ruisanchez — as part of a broader campaign to overhaul the company’s leadership.

The New York-based investment firm, previously Penn’s largest single shareholder, reduced its stake earlier this year to comply with regulatory requirements ahead of a potential proxy battle.

In a sharply worded letter, HG Vora founder Parag Vora accused Penn’s board of overseeing nearly $4bn in reckless spending on overpriced acquisitions and media partnerships, arguing that the company’s Interactive division strategy has been an “abject failure.”

At the time, the firm pointed to an 81% decline in Penn’s stock price over the past four years, dramatically underperforming the S&P 500 and industry rival Boyd Gaming.

More recently, Penn’s shares have continued to struggle, falling 18.8% over the past six months.

It remains unclear whether HG Vora will continue to press for broader changes or withdraw its challenge at the Annual Meeting, which has yet to be scheduled.

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