Published on: February 23, 2026, 11:09 AM.
Updated on: February 23, 2026, 11:09 AM.
- Regional gaming operator is bringing on three new directors
- The board will grow from eight to 11 members
- This move also resolves a proxy dispute with HG Vora
Penn Entertainment (NASDAQ: PENN) has officially appointed three new directors, expanding its board from eight to 11 members and simultaneously resolving an ongoing proxy dispute with hedge fund HG Vora.
The casino operator is adding Heather Ace, Jeffrey Fox, and Fabio Schiavolin to its board immediately while securing a cooperation agreement with Vora that puts an end to the previous conflict. This agreement includes various provisions that limit Vora’s activist pursuits.
According to the agreement, Vora is restricted from initiating another proxy fight, cannot call special meetings, and is barred from attempting to remove existing directors. Additionally, he is prohibited from shorting Penn stock or holding more than 5% of the company’s shares.
“As part of the Cooperation Agreement, HG Vora has agreed to comply with certain customary standstill restrictions, and both parties have consented to non-disparagement obligations. These conditions will remain effective until 45 days before the deadline for shareholder nominations and business proposals for the Company’s 2028 Annual Meeting,” according to the Form 8-K filed with the Securities and Exchange Commission (SEC). “The Cooperation Agreement also includes standard voting commitments and other provisions from HG Vora.”
Focus on Schiavolin
Last year, Vora sought to add three individuals to Penn’s board and even took legal action, claiming the company had improperly reduced its board size to sidestep the appointment of his nominee, William Clifford. Although Clifford had connections to Penn, the company resisted, describing his industry perspectives as “outdated” and expressing concerns that his reluctance to embrace innovation could negatively impact the business.
The status of Schiavolin’s selection—whether it is a “compensatory” appointment or if Vora had a role in his selection—remains uncertain. However, it’s crucial to observe his position as he is up for reelection later this year and possesses direct experience in the gaming sector.
The Cooperation Agreement stipulates that the Company will diligently work to support Mr. Schiavolin’s election during the 2026 Annual Meeting of Shareholders, including his name on the proxy card and advocating for his election in a manner no less favorable than how it supports its other nominees,” the regulatory filing states.
Schiavolin is the founder of Cogetech, which merged with Snaitech in 2015, where he became the CEO and led the merger with Playtech. Two years ago, Playtech sold Snaitech to Flutter Entertainment (NYSE: FLUT).
Compensation for Vora
Vora began acquiring a stake in Penn during the second quarter of 2022, which had grown to 18.5% by the end of 2023, accounting for derivatives. Subsequently, he reduced his stake to avoid complications related to obtaining gaming licenses in states where Penn operates.
Over the past three years, Penn’s stock has declined by 62.14%, suggesting that Vora may have incurred losses on his investment. However, he will receive some form of compensation.
As part of the cooperation agreement, the gaming company will reimburse the hedge fund for expenses incurred during its activist efforts.