Penn Entertainment has reshaped its boardroom, bringing in three independent directors as part of a settlement with activist investor HG Vora Capital Management. The changes take effect right away and draw a line under a dispute that had been simmering for months.

The new directors are Heather Ace, Jeffrey Fox and Fabio Schiavolin. Each arrives with a different skill set, spanning human resources, technology leadership, finance and international gaming, as Penn works to steady its strategy and reassure investors.

David Handler, chair of Penn’s board, welcomed the additions and said the company is “pleased to welcome Heather, Jeff and Fabio, highly accomplished individuals who each bring deeply relevant experience.” His comments came alongside the formal announcement of the appointments.

The agreement with HG Vora was outlined in a filing with the Securities and Exchange Commission. It brings an end to a proxy fight that began in 2025 after the hedge fund built a stake in the company and sought seats on the board. HG Vora had zeroed in on Penn’s performance and strategic direction, with particular criticism directed at its digital betting investments.

Background of the proxy battle between Penn and HG Vora

Tensions between the two sides had escalated in recent months. HG Vora argued that Penn’s leadership had failed to unlock value and pushed for board-level changes ahead of the company’s annual meeting. Penn, in turn, publicly rejected what it described as misleading assertions from the investor and defended its strategy, including its approach to online sports betting and iCasino operations.

At one point, the dispute intensified as the June shareholder vote approached, with both sides outlining competing visions for the company’s future. Penn said it had offered constructive solutions and stressed ongoing efforts to improve performance, while HG Vora continued to press for representation in the boardroom.

Excerpt from PENN Entertainment’s Form 8-K outlining its cooperation agreement with HG Vora and related board appointments. Credit: US Securities and Exchange Commission

Under the cooperation agreement now in place, both parties have committed to customary voting and standstill provisions that will stay in effect through Penn’s 2027 annual meeting of shareholders. The company said the full agreement will be filed on a Form 8-K with the SEC.

Ace currently serves as executive vice president and chief human resources officer at Qualcomm Incorporated, bringing experience from senior HR roles across technology and life sciences businesses. Fox is the founder and chief executive officer of Circumference Group and previously led companies such as Endurance International Group Holdings and Convergys Corporation after starting his career in investment banking. Schiavolin, meanwhile, is a longtime gaming executive who served as chief executive of Italian operator Snaitech S.p.A. and was involved in major strategic transactions.

The board expansion comes as Penn seeks to stabilize governance and address investor concerns. Its shares have faced pressure in recent months amid unease about financial results and the trajectory of its digital business.

Penn operates casinos, racetracks and online betting platforms across North America and is set to report its fourth-quarter earnings later this week.

Featured image: Penn Entertainment / HG Vora Capital