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): March 30, 2017
GAMING AND LEISURE PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA | 001-36124 | 46-2116489 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Commission file number) | (IRS Employer Identification Number) | ||
845 Berkshire Blvd., Suite 200
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 30, 2017, the Board of Directors (the “Board”) of Gaming and Leisure Properties, Inc. (the “Company”) elected James B. Perry to serve as a director of the Company effective immediately, subject to receipt of customary regulatory approvals. Mr. Perry will also be included on the ballot of the Company’s 2017 annual meeting of shareholders for election to a new one-year term.
The Board has determined that Mr. Perry qualifies as an independent director under the director independence standards set forth in the rules and regulations of the Securities and Exchange Commission and the applicable listing standards of the NASDAQ Stock Market LLC.
Mr. Perry brings extensive gaming industry experience to the Board. He served on the Board of Directors of Isle of Capri Casinos, Inc. (“Isle”) from 2007 to 2014, including as Chairman and Executive Chairman of the Board of Directors during a portion of his tenure. From March 2008 to April 2011, he also served as Isle’s Chief Executive Officer. Prior to joining Isle, Mr. Perry served as a Class III Director on the board of Trump Entertainment Resorts, Inc. from May 2005 until July 2007. From July 2005 to July 2007, Mr. Perry served as Chief Executive Officer and President of Trump Entertainment Resorts, Inc. Mr. Perry was President of Argosy Gaming Company from April 1997 through July 2002 and Chief Executive Officer of Argosy Gaming Company from April 1997 through May 2003. Mr. Perry also served as a member of the Board of Directors of Argosy Gaming Company from 2000 to July 2005.
There are no arrangements or understandings between Mr. Perry and any other person pursuant to which he was selected as a director. Mr. Perry has not been a party to any transaction involving the Company required to be disclosed under Item 404(a) of Regulation S-K.
Mr. Perry will receive compensation for his service as a director consistent with the Company’s compensation practices for non-employee directors as described under the caption “Director Compensation” in the Company’s proxy statement filed with the Securities and Exchange Commission on April 22, 2016.
On April 5, 2017, the Company issued a press release announcing Mr. Perry’s election to the Board, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description | |
99.1 | Gaming and Leisure Properties, Inc. Press Release, dated April 5, 2017 | |
* * *
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SIGNATURE
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: April 5, 2017 | GAMING AND LEISURE PROPERTIES, INC. | |
By: | /s/ William J. Clifford | |
Name: | William J. Clifford | |
Title: | Chief Financial Officer | |
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EXHIBIT INDEX
Exhibit Number | Description | |
99.1 | Gaming and Leisure Properties, Inc. Press Release, dated April 5, 2017 | |
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Exhibit 99.1
Gaming and Leisure Properties Expands Board With Appointment of James B. Perry
Wyomissing, PA. - April 5, 2017- Gaming and Leisure Properties, Inc. (NASDAQ: GLPI) (“GLPI” or the “Company”) today announced that it has appointed James B. Perry to its Board of Directors, (“Board”) as an independent director. The appointment is effective immediately, subject to receipt of customary regulatory approvals, and he will stand for election to the Board at the 2017 annual meeting of shareholders. With the addition of Mr. Perry, the Board expands to six members, five of whom are independent.
“Jim brings to our Board decades of experience leading large, diversified portfolios of regional gaming assets,” commented Peter M. Carlino, Chairman and Chief Executive Officer of Gaming and Leisure Properties. “His broad knowledge of regional markets and expertise in operating gaming facilities and related amenities will be highly valuable as we assess opportunities to grow our Company.”
Mr. Perry served on the Board of Directors of Isle of Capri Casinos, Inc. (“Isle”) from 2007 to 2014, including as Chairman and Executive Chairman of the Board of Directors during a portion of his tenure. From March 2008 to April 2011, he also served as Isle’s Chief Executive Officer. Prior to joining Isle, Mr. Perry served as a Class III Director on the board, Chief Executive Officer and President of Trump Entertainment Resorts, Inc. from 2005 until 2007. From 1997 through 2005, Mr. Perry held various positions at Argosy Gaming Company including President, Chief Executive Officer and member of the Board of Directors.
About Gaming and Leisure Properties
GLPI is primarily engaged in the business of acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements, pursuant to which the tenant is responsible for all facility maintenance, insurance required in connection with the leased properties and the business conducted on the leased properties, taxes levied on or with respect to the leased properties and all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties. GLPI elected to be taxed as a real estate investment trust ("REIT") for United States federal income tax purposes commencing with the 2014 taxable year and is the first publicly traded triple-net lease REIT focused on gaming.
Contact
Investor Relations
Bill Clifford
T: 610-401-2900
Email: Bclifford@glpropinc.com
Hayes Croushore
T: 610-378-8396
Email: Hcroushore@glpropinc.com