UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 


 

FORM 8-K

 


 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): June 19, 2014

 


 

GAMING AND LEISURE PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

 


 

PENNSYLVANIA
(State or Other Jurisdiction of
Incorporation or Organization)

 

001-36124
(Commission file number)

 

46-2116489
(IRS Employer Identification Number)

 

825 Berkshire Blvd., Suite 400

Wyomissing, PA 19610

(Address of principal executive offices)

 

610-401-2900

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2 below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.07                                           Submission of Matters to a Vote of Security Holders.

 

On June 19, 2014, the Company held its Annual Meeting of Shareholders (the “Annual Meeting”). A total of 112,167,033 shares of the Company’s common stock were entitled to vote as of April 16, 2014, the record date for the Annual Meeting, of which 104,940,283 were present in person or by proxy at the Annual Meeting. The following is a summary of the final voting results for each matter presented to shareholders.

 

PROPOSAL 1: Election of Two Class I Directors to hold office until the 2017 Annual Meeting of Shareholders.

 

Nominee

 

For

 

Withheld

 

Broker Non-Votes

 

Joseph W. Marshall, III

 

76,828,612

 

17,507,634

 

10,603,516

 

E. Scott Urdang

 

79,803,155

 

14,533,612

 

10,603,516

 

 

PROPOSAL 2: Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the current fiscal year ending December 31, 2014.

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

 

104,788,539

 

120,026

 

31,718

 

 

 

PROPOSAL 3: Approval on an advisory (non-binding) basis, of the Company’s named executive officer compensation.

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

 

92,631,018

 

400,082

 

1,305,667

 

10,603,516

 

 

PROPOSAL 4: Approval on an advisory (non-binding) basis, of the frequency of future advisory votes to approve executive compensation.

 

1 Year

 

2 Years

 

3 Years

 

Abstentions

 

Broker Non-Votes

 

46,602,648

 

202,075

 

47,020,960

 

511,084

 

10,603,516

 

 

In accordance with the shareholder vote on proposal 4, the Company has decided to hold an advisory vote on executive compensation every three years until the next required vote on the frequency of such votes.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Dated: June 24, 2014

GAMING AND LEISURE PROPERTIES, INC.

 

 

 

 

 

By:

/s/ Brandon J. Moore

 

 

Name:

Brandon J. Moore

 

 

Title:

Senior Vice President, General Counsel and Secretary

 

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