HG Vora cuts stake in Penn Entertainment to 4.8%, to submit slate of nominees

In a regulatory filing, Penn Entertainment (PENN) stockholder HG Vora said that it reduced its holdings in the company to 4.8% so it can launch a proxy fight. “Since January 2024, the Reporting Persons have engaged in discussions with gaming regulators in over two dozen states where the Issuer operates and, where appropriate, have submitted licensing applications, several of which have been issued. As of December 2024, the Reporting Persons were no longer restricted under applicable gaming regulations in all but one of the states from submitting advance notice of recommended board nominees for the Issuer’s 2025 annual meeting of shareholders. The Issuer’s deadline for submitting advance notice is February 4, 2025. Following extensive dialogue with the gaming regulator in the single state which recently confirmed it could not, under its customary timeframe, complete its licensure review of the Reporting Persons’ applications — which were initially submitted in January 2024 and deemed complete in May 2024 — by the Issuer’s deadline for receiving advance notice, the Reporting Persons decided to restructure its investment in the Issuer. On January 13, 2025, the Reporting Persons reduced their voting and dispositive power with respect to the Issuer’s Common Stock to less than 5% while maintaining their economic interest. As a result, the Reporting Persons are no longer restricted under the applicable gaming regulations in any state where the Issuer operates from submitting advance notice of recommended board nominees. The Reporting Persons plan to submit such advance notice to the Issuer.”