PENN Entertainment is standing firm on its leadership and strategic vision as it engages in a heated proxy battle with activist investor HG Vora Capital Management, which has accused the casino company of mismanagement and having diminished shareholder value.

On May 19, the organization announced it would not seek proxies against HG Vora’s slate of directors, as both factions now endorse the same candidates. PENN has also consented to nominate two candidates supported by HG Vora to its revamped eight-member board, a decrease from nine seats as part of a governance “refresh.”

Despite these concessions, HG Vora continues to advocate for additional board modifications. In a comprehensive 116-slide investor presentation, the hedge fund asserted that PENN has erased over $11 billion in shareholder value since 2021 and criticized the firm’s shift to online sports betting as a “misguided venture.”

The presentation targeted CEO Jay Snowden and CFO Felicia Hendrix, accusing them of misusing company aircraft. HG Vora highlighted 760 flights—primarily between Reading, Boston, and New York—and claimed Snowden’s targeted compensation for 2024 surpasses $25 million, labeling him “the second-worst performing CEO among peers.”

PENN responded on Tuesday, characterizing the presentation as “filled with inaccuracies and misrepresentations.” The firm asserted that Snowden’s “realizable” pay is only 45% of the reported figure and ranks in the lower quartile compared to its proxy peer group. Regarding aircraft usage, PENN noted that merely 1.5% of total flight hours since 2020 were for personal reasons and accused HG Vora of incorrectly including hours from leased aircraft.

PENN also touted its strategic transition toward digital business operations, highlighting partnerships with ESPN and theScore as essential components of its future growth. The company reaffirmed its commitment to regulatory compliance and to creating long-term shareholder value through its integrated entertainment and technology strategy.

PENN’s shares have plummeted nearly 30% over the past six months. The company disclosed first-quarter 2025 revenue of $1.67 billion, falling short of the anticipated $1.70 billion, with an adjusted EBITDAR of $329 million, missing expectations of $351.5 million, citing severe winter weather and lack of one-off accounting advantages as contributing factors.

Regardless of its performance setbacks, PENN concluded the quarter with $1.5 billion in liquidity. Analysts predict the company will regain profitability by 2025, with projected earnings per share of $0.84. Both Mizuho and Macquarie have kept their Outperform ratings, setting target prices at $24.

PENN manages 43 casinos and racetracks across 20 states in the U.S.

The proxy conflict is expected to reach its conclusion at the company’s scheduled annual meeting.