Casino operator Penn Entertainment has agreed to nominate two board candidates backed by activist hedge fund HG Vora, moving to stave off a potentially costly proxy battle, according to a report by Casino.org.

The company said on Friday that it will nominate Johnny Hartnett and Carlos Ruisanchez – two of the three candidates originally proposed by HG Vora in January. No explanation was given for the exclusion of William Clifford, a former Penn executive and the third of Vora’s initial nominees.

In December 2023, HG Vora disclosed an 18.5% stake in Penn and called for board changes, criticising the company's governance and strategic missteps, particularly in online betting. To comply with gaming regulations across the 24 states where Penn operates, HG Vora later reduced its holding to under 5%, but maintained its pressure for board seats.

Penn said the new directors bring "critical expertise" across both digital and retail gaming, aligning with the board’s focus on creating value, especially in its interactive division. The company emphasised that no formal agreement has been reached with HG Vora but believes the nominations are in shareholders’ best interests to avoid a disruptive proxy contest.

Three board seats had opened up following the departures of Barbara Shattuck Kohn, Saul Reibstein, and Ron Naples.

Penn’s board now consists of eight directors, seven of whom are considered independent.

Shares of Penn closed at $16.15 on Friday, well below their all-time high of $142.