Gaming and Leisure Properties, Inc.
Gaming & Leisure Properties, Inc. (Form: DEF 14A, Received: 04/22/2016 12:11:41)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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Gaming and Leisure Properties, Inc.
(Name of Registrant as Specified In Its Charter)
 
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Notice of Annual Meeting of Shareholders of Gaming and Leisure Properties, Inc.
The 2016 Annual Meeting of Shareholders of Gaming and Leisure Properties, Inc. will be held:
June 1, 2016
10:00 a.m. Eastern Time
At the offices of Ballard Spahr LLP
1735 Market Street
Philadelphia, Pennsylvania 19103
The items of business are:
1.
To elect Peter M. Carlino as the Class III director to hold office until the 2019 Annual Meeting of Shareholders and until his respective successor has been duly elected and qualified.
2.
To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the current fiscal year.
3.
To consider a proposal to amend and restate the Company's Articles of Incorporation to declassify the Company's Board of Directors.
4.
To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
Shareholders of record of the Company's common stock (NASDAQ: GLPI) as of the close of business on April 8, 2016 are entitled to vote at the meeting and any postponements or adjournments of the meeting.
By order of the Board of Directors,
Peter M. Carlino
Chairman of the Board of Directors

Wyomissing, Pennsylvania
April 22, 2016
 

Your Vote is Important
Please vote as promptly as possible by using the Internet or telephone or by signing, dating and returning the Proxy Card mailed to those who receive paper copies of this Proxy Statement.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on June 1, 2016:   The Notice of Annual Meeting, Proxy Statement, and Annual Report to Shareholders for the year ended December 31, 2015 are available http://www.cstproxy.com/glpropinc/2016.

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TABLE OF CONTENTS


 
 
Proposal 3— Approval of an Amendment and Restatement of the Company's Articles of Incorporation to Declassify the Board of Directors

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PROXY SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider and you should read the entire Proxy Statement before voting. For more complete information regarding the Company's 2015 performance, please review the Company's Annual Report to shareholders for the year ended December 31, 2015 .
ANNUAL MEETING OF SHAREHOLDERS
Time and Date
Record Date
10:00 a.m. Eastern Time
 
June 1, 2016
April 8, 2016
Place
Ballard Spahr LLP
1735 Market Street, 48th Floor
Philadelphia, PA 19103
Number of Common Shares Eligible to Vote at the Meeting as of the Record Date: 146,363,540

VOTING MATTERS
Matter
Board Recommendation
Page Reference
(for more detail)
Election of Directors
FOR each director nominee
10
Ratification of Appointment of Ernst & Young LLP
FOR
49
Amendment and Restatement of the Company's Articles of Incorporation to Declassify the Board of Directors
FOR
50
BOARD NOMINEE
The following table provides summary information about the director nominee. Directors are elected by a plurality of votes cast.
 
Director
Since
 
Name, Age
Principal Occupation
Peter M. Carlino, 69
2013
Chairman of the Board and Chief Executive Officer of Gaming and Leisure Properties, Inc.
 

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2015 Performance Highlights
On November 1, 2013, Penn National Gaming, Inc. ("Penn") distributed all of the outstanding shares of our common stock to its shareholders and the Company began trading on the NASDAQ Global Market under the symbol "GLPI" completely independent from Penn (the "Spin-Off"). As a result of the Spin-Off, we own the real estate and improvements associated with 18 of Penn's current facilities and lease the real property assets back to an affiliate of Penn pursuant to a master "triple-net" lease. We also own and operate two former Penn properties located in Perryville, Maryland and Baton Rouge, Louisiana. In 2014, we added a property located in East St. Louis, Illinois in a sale-leaseback transaction, which brought our total portfolio to 21 properties. In 2015, the Company entered into separate acquisition agreements with Pinnacle Entertainment, Inc. ("Pinnacle") and Cannery Casino Resorts, LLC that will add 15 properties to the Company's portfolio upon closing, bringing the total portfolio to 36 properties located in 14 states.
In addition to significant acquisition opportunities, the Company completed the construction of its new corporate headquarters as well as the build out of its corporate infrastructure, which, when combined with securing necessary external support services, enabled the Company to terminate its transition services agreement with Penn within the timetable announced in connection with the Spin-Off.
For a complete discussion of our financial performance in 2015 , please see Management's Discussion and Analysis of Financial Condition and Results of Operations on pages 38 to 58 of our Annual Report on Form 10-K for the year ended December 31, 2015 , a copy of which is included in the Annual Report to Shareholders made available to shareholders in connection with this Proxy Statement.
2015 Executive Compensation
The Company operates in a unique space in the REIT industry as the only triple-net landlord to focus on the ownership and lease of gaming facilities. Following the Spin-Off, the Compensation and Governance Committee decided to take a fresh look at the Company's executive compensation program to ensure that the Named Executive Officers were properly incentivized and that the performance metrics reflected the Company's operation as a triple-net REIT focused on the acquisition and ownership of gaming properties. In doing so, the Committee considered the importance of the unique skill set necessary to appropriately value properties with revenues primarily derived from gaming operations and the need to create a compensation program designed to attract and retain executives with the requisite gaming experience. Accordingly, the Committee adopted the following compensation philosophy that serves as the guide for all executive compensation decisions in order to help us achieve our objectives:
The Company intends to maintain an executive compensation program that will help it attract and retain the executive talent needed to grow and further the strategic interests of the business. To this end, the Company provides a compensation and benefits program that will be sufficiently attractive to provide talented executives with good reason to remain with the Company and continue in their efforts to improve shareholder value. The Company's program is designed to motivate and reward executives to achieve and exceed targeted results. Pay received by the executives will be commensurate with the performance of the Company and their own individual contributions.
The Committee believes that it is in the long-term best interests of the Company to provide a significant portion of each executive's compensation in the form of equity incentive based awards. However, we also believe that it is important to provide base salaries that do not motivate or encourage executives to take excessive risks to ensure future financial security. To balance these goals, the Committee structured the compensation program, with the advice of its independent compensation consultant, to include (a) guaranteed and performance-based cash and (b) time and performance-based equity incentive awards.

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PROXY STATEMENT
FOR 2016 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON June 1, 2016

This Proxy Statement is furnished to you in connection with the solicitation of proxies for the Annual Meeting of Shareholders of Gaming and Leisure Properties, Inc. on June 1, 2016 (the "Annual Meeting"), and any postponements or adjournments of the meeting.
The Annual Meeting will be held at the offices of Ballard Spahr LLP, 1735 Market Street, Philadelphia, Pennsylvania 19103 at 10:00 a.m. Eastern Time.
On or about April 22, 2016 , we will mail to each of our shareholders (other than those who previously requested electronic delivery or to whom we are mailing a paper copy) a Notice of Internet Availability of Proxy Materials containing instructions on how to access and review the proxy materials via the Internet and how to submit a proxy electronically using the Internet.

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FREQUENTLY ASKED QUESTIONS
When and where will the meeting take place?
The Annual Meeting will be held on June 1, 2016 , at 10:00 a.m. Eastern Time, at the offices of Ballard Spahr LLP, 1735 Market Street, 48th Floor, Philadelphia, Pennsylvania 19103.
Why did I receive only a Notice of Internet Availability of Proxy Materials?
As permitted by the Securities and Exchange Commission (the "SEC"), the Company is furnishing to shareholders its notice of the Annual Meeting (the "Notice"), this Proxy Statement and the 2015 Annual Report primarily over the Internet. On or about April 22, 2016 , we will mail to each of our shareholders (other than those who previously requested electronic delivery or to whom we are mailing a paper copy) a Notice of Internet Availability of Proxy Materials (the "Notice of Internet Availability") containing instructions on how to access and review the proxy materials via the Internet and how to submit a proxy electronically using the Internet. The Notice of Internet Availability also contains instructions on how to receive, free of charge, paper copies of the proxy materials. If you received the Notice of Internet Availability, you will not receive a paper copy of the proxy materials unless you request one.
We believe the delivery options that we have chosen will allow us to provide our shareholders with the proxy materials they need, while minimizing the cost of the delivery of the materials and the environmental impact of printing and mailing printed copies.
What is the purpose of this meeting and these materials?
We are providing these proxy materials in connection with the solicitation by our Board of Directors of proxies to be voted at the Annual Meeting and any adjournments or postponements of the meeting.
At the Annual Meeting, you will be asked to vote on the following matters:
a proposal to elect one (1) Class III director to hold office until the 2019 Annual Meeting of Shareholders and until his respective successor has been duly elected and qualified (Proposal No. 1);
a proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the current fiscal year (Proposal No. 2);
a proposal to amend and restate the Company's Articles of Incorporation to declassify the Company's Board of Directors (Proposal No. 3); and
any other business that may properly come before the Annual Meeting or any adjournments or postponements thereof.
What are the voting recommendations of the Board of Directors on these matters?
The Board of Directors recommends that you vote your shares as follows:
FOR the board's nominee as the Class III director for the Board of Directors (Proposal No. 1).
FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the current fiscal year (Proposal No. 2).
FOR approval of the proposal to amend and restate the Company's Articles of Incorporation to declassify the Board of Directors (Proposal No. 3).
Who is entitled to vote at the Annual Meeting?
The record date for the Annual Meeting is April 8, 2016 . You have one vote for each share of our common stock that you owned at the close of business on the record date, provided that on the record date those shares were either held directly in your name as the shareholder of record or were held for you as the beneficial owner through a bank, broker, or other intermediary. As of that date, there were 146,363,540 shares of common stock outstanding entitled to vote. There is no other class of voting securities outstanding.

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What is the difference between holding shares as a shareholder of record and as a beneficial owner?
Most of our shareholders hold their shares through a bank, broker, or other intermediary (that is, in "street name") rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.
Shareholder of Record .    If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are considered to be the shareholder of record with respect to those shares, and we have sent the Notice of Internet Availability directly to you. As a shareholder of record, you have the right to grant your voting proxy directly to us or to vote in person at the Annual Meeting.
Beneficial Owner.     If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares held in "street name," and the Notice of Internet Availability has been forwarded to you by your bank, broker, or intermediary (which is considered to be the shareholder of record with respect to those shares). As a beneficial owner, you have the right to direct your bank, broker, or intermediary on how to vote and are also invited to attend the Annual Meeting. Your bank, broker, or intermediary has sent you a voting instruction card for you to use in directing the bank, broker, or intermediary regarding how to vote your shares. However, since you are not the shareholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a legal proxy, executed in your favor, from the bank, broker or intermediary that holds your shares.
What options are available to me to vote my shares?
Whether you hold shares directly as the shareholder of record or through a bank, broker, or other intermediary, your shares may be voted at the Annual Meeting by following any of the voting options available to you below:
You may vote via the Internet .
If you received a Notice of Internet Availability by mail, you can submit your proxy or voting instructions over the Internet by following the instructions provided in the Notice of Internet Availability.
If you received a Notice of Internet Availability or proxy materials by email, you may submit your proxy or voting instructions over the Internet by following the instructions included in the email.
If you received a printed set of the proxy materials by mail, including a paper copy of the proxy card or voting instruction form, you may submit your proxy or voting instructions over the Internet by following the instructions on the proxy card or voting instruction form.
You may vote via the telephone .
If you are a shareholder of record, you can submit your proxy by calling the telephone number specified on the paper copy of the proxy card you received if you received a printed set of the proxy materials. You must have the control number that appears on your proxy card available when submitting your proxy over the telephone.
Most shareholders who hold their shares in street name may submit voting instructions by calling the number specified on the paper copy of the voting instruction form provided by their bank, broker, or other intermediary. Those shareholders should check the voting instruction form for telephone voting availability.
You may vote by mail.     If you received a printed set of the proxy materials, you can submit your proxy or voting instructions by completing and signing the separate proxy card or voting instruction form you received and mailing it in the accompanying prepaid and addressed envelope.
You may vote in person at the meeting.     All shareholders of record may vote in person at the Annual Meeting. Written ballots will be passed out to anyone who wants to vote at the meeting. However, if you are the beneficial owner of shares held in street name through a bank, broker, or other intermediary, you may not vote your shares at the Annual Meeting unless you obtain a legal proxy from the bank, broker, or intermediary that holds your shares, giving you the right to vote the shares at the Annual Meeting.
Even if you plan to attend the Annual Meeting, we recommend that you submit your proxy or voting instructions in advance to authorize the voting of your shares at the Annual Meeting to ensure that your vote will be counted if you later are unable to attend.


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What if I don't vote for some of the items listed on my proxy card or voting instruction card?
If you properly return your proxy card in the enclosed envelope but do not mark selections, your shares will be voted in accordance with the recommendations of our Board of Directors. If you indicate a choice with respect to any matter to be acted upon on your proxy card, your shares will be voted in accordance with your instructions.
If you are a beneficial owner and hold your shares in street name through a bank, broker, or other intermediary and do not give voting instructions to the bank, broker, or intermediary, the bank, broker, or other intermediary, as applicable, will determine if it has the discretionary authority to vote on the particular matter. Under applicable rules, brokers have the discretion to vote on routine matters, such as the ratification of the selection of accounting firms, but do not have discretion to vote on non-routine matters, including the uncontested election of directors. As a result, if you are a beneficial owner and hold your shares in street name, but do not give your bank, broker, or other intermediary instructions on how to vote your shares with respect to the election of directors (Proposal No. 1) or the proposal to amend and restate the Company's Articles of Incorporation to declassify the Board of Directors (Proposal No. 3), no votes will be cast on your behalf.
If you do not provide voting instructions to your broker, and your broker indicates on its proxy card that it does not have discretionary authority to vote on a particular proposal, your shares will be considered to be "broker non-votes" with regard to that matter. Proxy cards that reflect a broker non-vote with respect to at least one proposal to be considered at the Annual Meeting (so long as they do not apply to all proposals to be considered) will be considered to be represented for purposes of determining a quorum but generally will not be considered to be entitled to vote with respect to that proposal. Broker non-votes are not counted in the tabulation of the voting results with respect to proposals that require a plurality of the votes cast or proposals that require a majority of the votes cast. Since the proposal to amend and restate the Company's Articles of Incorporation to declassify the Board of Directors (Proposal No. 3) requires the affirmative vote of 75% of the shares entitled to vote generally in the election of directors, a broker non-vote has the same effect as a vote against the proposal.
How is a quorum determined?
The presence, in person, by proxy or by means of electronic technology, of shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast at the Annual Meeting constitutes a quorum at the Annual Meeting. Abstentions, broker votes and broker non-votes (only when accompanied by broker votes with respect to at least one matter at the meeting) are considered present and entitled to vote for purposes of establishing a quorum for the transaction of business at the Annual Meeting. If a quorum is not present by attendance at the Annual Meeting or represented by proxy, the shareholders present by attendance at the meeting or by proxy may adjourn the Annual Meeting, until a quorum is present. If a new record date is fixed for the adjourned meeting, we will provide notice of the adjourned meeting to each shareholder of record entitled to vote at the meeting.
What vote is required to approve each proposal at the Annual Meeting?
Proposal
 
Vote Required
Broker
Discretionary
Voting Allowed
Proposal No. 1
– Election of Director
Plurality of Votes Cast
No
Proposal No. 2
– Ratification of Appointment of Independent Registered Public
   Accounting Firm
Majority of Votes Cast
Yes
Proposal No. 3
– Approval of a proposal to Amend and Restate the Company's Articles of Incorporation to Declassify the Board of Directors
75% of Shares Entitled to Vote
No
 
With respect to Proposal No. 1, you may vote FOR or WITHHOLD your vote on the nominee. The nominee receiving the most FOR votes will be elected. A properly executed proxy marked WITHHOLD with respect to the election of the director will not be voted with respect to the director. Proxies may not be voted for more than one director.
With respect to Proposals Nos. 2 and 3, you may vote FOR, AGAINST or ABSTAIN.
If you abstain from voting on Proposal 2, your shares will be counted as present and entitled to vote on that matter for purposes of establishing a quorum, but will not be counted for purposes of determining the number of votes cast.

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Because Proposal 3 requires the affirmative vote of 75% of the shares entitled to vote generally in the election of directors, an abstention has the same effect as a vote against the proposal.
Can I change my vote or revoke my proxy?
Yes. Any shareholder of record has the power to change or revoke a previously submitted proxy at any time before it is voted at the Annual Meeting by:
submitting to our Corporate Secretary, before the voting at the Annual Meeting, a written notice of revocation bearing a later date than the proxy;
timely delivery of a valid, later-dated proxy (only the last proxy submitted by a shareholder by Internet, telephone or mail will be counted); or
attending the Annual Meeting and voting in person; however, attendance at the Annual Meeting will not by itself constitute a revocation of a proxy.
For shares held in street name, you may revoke any previous voting instructions by submitting new voting instructions to the bank, broker, or intermediary holding your shares by the deadline for voting specified in the voting instructions provided by your bank, broker, or intermediary. Alternatively, if your shares are held in street name and you have obtained a legal proxy from the bank, broker, or intermediary, giving you the right to vote the shares at the Annual Meeting, you may revoke any previous voting instructions by attending the Annual Meeting and voting in person.
Are there other matters to be voted on at the Annual Meeting?
We do not know of any other matters that may come before the Annual Meeting other than Proposals 1 through 3 included herein. If any other matters are properly presented at the Annual Meeting, the persons named as proxies on the enclosed proxy card intend to vote or otherwise act in accordance with their judgment on the matter.
Is a list of shareholders available?
The names of shareholders of record entitled to vote at the Annual Meeting will be available for review by shareholders at the Annual Meeting.
Where can I find the voting results?
Preliminary voting results will be announced at the Annual Meeting, and final voting results will be reported in a Current Report on Form 8-K, which we will file with the SEC within four business days following the Annual Meeting.
Who is soliciting proxies, how are they being solicited, and who pays the cost?
The solicitation of proxies is being made on behalf of our Board of Directors and we will bear the costs of the solicitation. This solicitation is being made by mail and through the Internet, but also may be made by telephone or in person. We have engaged Georgeson Inc. to aid in the solicitation of proxies and to verify records relating to the solicitation for an estimated fee of $6,000. All costs of such solicitation of proxies will be borne by us. We will reimburse brokerage firms and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for sending proxy materials to shareholders and obtaining their votes.
What do I need to do if I intend to attend the Annual Meeting?
Attendance at the Annual Meeting will be limited to shareholders as of the record date or their duly-appointed proxies. Please note that if you attend the Annual Meeting, you may be asked to present valid picture identification, such as a driver's license or passport. If you are a shareholder holding stock in brokerage accounts or by a bank or other intermediary, you may be required to show a brokerage statement or account statement reflecting your stock ownership as of the record date, but in order to vote your shares at the Annual Meeting, you must obtain a "legal proxy" from the bank or brokerage firm that holds your shares. Cameras, recording devices and other electronic devices will not be permitted at the Annual Meeting.

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PROPOSAL 1
ELECTION OF DIRECTORS
At our Annual Meeting, shareholders will elect one director to hold office until our 2019 Annual Meeting of Shareholders. The Nominee was recommended and approved for nomination by our Compensation and Governance Committee. The director shall serve until his successor has been duly elected and qualified or until such director's earlier resignation or removal. Proxies cannot be voted for a greater number of persons than the number of nominees named. If you sign and return the accompanying proxy, your shares will be voted for the election of the nominee recommended by our Board of Directors, unless you mark the proxy in such a manner as to withhold authority to vote. If the nominee for any reason is unable to serve or will not serve, the proxies may be voted for such substitute nominee as the proxy holder may determine. We are not aware of any reason that the nominee will be unable to serve as a director.
Peter M. Carlino is being nominated for election to our Board of Directors to serve for a term through the 2019 Annual Meeting of Shareholders. We did not pay a fee to any third party to identify or evaluate any potential nominees.
Required Vote
Our bylaws provide for a plurality voting standard for the election of directors. Under this voting standard, once a quorum has been established, the nominee receiving the highest number of affirmative votes of the shares entitled to be voted for him or her will be elected as a director to serve until the 2019 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified. Votes withheld shall have no legal effect. At the Annual Meeting, proxies cannot be voted for more than one nominee.
As previously mentioned, brokers are not permitted to vote your shares for the election of directors absent instruction from you. Therefore, we urge you to give voting instructions to your broker on the proxy so that your votes may be counted on this important matter.
The Board of Directors recommends a vote FOR the election of the nominated director.
The following biographical information is furnished as to the nominee for election as a director and each of the current directors.
Nominee for Election to the Board of Directors for a Three-Year Term Expiring at the 2019 Annual Meeting
Peter M. Carlino , age 69, has been the Chairman of our Board of Directors and our Chief Executive Officer since our inception in February 2013. Mr. Carlino has served as the Chairman of the Board of Directors of Penn since April 1994 and served as Chief Executive Officer of Penn from 1994 until October 2013. Since 1976, Mr. Carlino has served in an executive capacity for Carlino Capital Management Corp. and is currently the Chairman and Chief Executive Officer. Carlino Capital Management Corp. is a holding company that owns and operates various Carlino family businesses and Mr. Carlino has been continuously active in strategic planning and monitoring the operations. Having served as the Chairman of Penn's Board of Directors since 1994 and as Chief Executive Officer for 19 years, Mr. Carlino brings to our Board of Directors extensive management experience, critical knowledge of our properties and knowledge and understanding of Penn and the gaming industry in general. Moreover, as the largest beneficial owner of our common stock following our spin-off from Penn, his interests are significantly aligned with our efforts to enhance long-term shareholder value.
Members of the Board of Directors Continuing in Office for a Term Expiring at the 2017 Annual Meeting
Joseph W. Marshall, III , age 63, has served as a member of our Board of Directors since October 2013. Mr. Marshall has also served as the Vice Chairman of the law firm Stevens & Lee, PC and Vice Chairman of Griffin Holdings, LLC since February 2010. In addition to a number of other boards, including the Cancer Treatment Centers of American-Eastern Regional Medical Center and First Bank of Delaware, Mr. Marshall has served on the Board of Directors of SIGA Technologies, Inc. (NASDAQ) since 2009. From 2001 to 2008, Mr. Marshall served as the Chairman and CEO of Temple University Health System, one of the largest health care organizations in Pennsylvania. Mr. Marshall served as director of Health Partners, a provider-owned Medicaid/Medicare Health Maintenance Organization operating in Greater Philadelphia, from 2003 to 2008. Mr. Marshall also previously served on the Pennsylvania Gaming Control Board, Pennsylvania Ethics Commission and the Medicaid Commission created by Congress and established by the Honorable Michael O. Leavitt, Secretary of the U.S. Department of Health & Human Services. In addition, Mr. Marshall is a member of the Board of Trustees of Temple University and Salus University. Mr. Marshall was selected to be a member of our Board of Directors because of his

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extensive experience and knowledge of gaming regulation and his significant experience as a director and an executive in both the private and public sectors.
E. Scott Urdang , age 66, has served as a member of our Board of Directors since October 2013. Mr. Urdang, who retired in 2012, was the founder, Chief Executive Officer and Chairman of Urdang Capital Management (now Center Square Capital Management, Inc.), a wholly-owned subsidiary of BNY Mellon. Center Square Capital Management is an investment management company that manages and participates in public, private, global, and US-only real estate investment strategies. Mr. Urdang founded the company in 1987 and at the time of his retirement it had in excess of $5 billion under management. From 1984-1987, Mr. Urdang was a Partner at Laventhol and Horwath, a national consulting and accounting firm, where he served as regional partner in charge of real estate consulting with national responsibility for its pension consulting practice. Mr. Urdang also has experience as a Vice-President of Finance of a large regional development company that was involved in residential subdivisions, office buildings, apartments and shopping centers. Mr. Urdang has 20 years of experience teaching both undergraduate and graduate courses in economics, corporate finance, and real estate finance and investment analysis at the Wharton School of the University of Pennsylvania. Mr. Urdang was selected to be a member of our Board of Directors because of his extensive experience, comprehensive knowledge and strong record of success in the real estate industry as an investor, developer, entrepreneur, and professor.
Member of the Board of Directors Continuing in Office for a Term Expiring at the 2018 Annual Meeting
Wesley R. Edens , age 53, has served as a member of our Board of Directors since October 2013. Prior to serving as one of our directors, Mr. Edens served as a director of Penn National Gaming, Inc. (“Penn”) from 2008 to 2013. Mr. Edens has been Co-Chairman of the board of Fortress Investment Group LLC (“Fortress”), since August 2009, and he has been a member of the board of Fortress since November 2006. Mr. Edens has been a member of the management committee of Fortress since co-founding the company in 1998. Mr. Edens is responsible for Fortress’ private equity and publicly traded alternative investment businesses. He is Chairman of the board of directors of each of New Residential Investment Corp., Fortress Transportation and Infrastructure Investors LLC, New Senior Investment Group, Florida East Coast Railway Corp., New Media Investment Group Inc., Mapeley Limited, Nationstar Mortgage Holdings Inc., and Newcastle Investment Corp., and he is a director of Intrawest Resorts Holdings, Inc. and OneMain Holdings Inc. Mr. Edens also previously served on the boards of the following publicly traded companies and registered investment companies: Springleaf Finance Inc., from November 2010 to November 2015; Springleaf Finance Corporation, from November 2010 to November 2015, Brookdale Senior Living Inc., from September 2005 to June 2014; GAGFAH S.A, from September 2006 to June 2014; Gatehouse Media Inc., from June 2005 to November 2013; Aircastle Limited, from August 2006 to August 2012; Rail America Inc., from November 2006 to October 2012; Eurocastle Investment Limited, from August 2003 to November 2011; Whistler Blackcomb Holdings Inc., from October 2012 to November 2012; Fortress Registered Investment Trust, from December 1999 (deregistered with the SEC in September 2011); and FRIT PINN LLC, from November 2001 (deregistered with the SEC in September 2011). Prior to forming Fortress, Mr. Edens was a partner and managing director of BlackRock Financial Management, Inc., where he headed BlackRock Asset Investors, a private equity fund. In addition, Mr. Edens was formerly a partner and managing director of Lehman Brothers. Mr. Edens received a B.S. in Finance from Oregon State University.
David A. Handler , age 51, has served as a member of our Board of Directors since October 2013. Mr. Handler has also served as a director of Penn since 1994. In August 2008, Mr. Handler joined Centerview Partners, an independent financial advisory and private equity firm, as a Partner. From April 2006 to August 2008, he was a Managing Director at UBS Investment Bank. Prior to becoming a Managing Director at UBS Investment Bank, he was a Senior Managing Director at Bear Stearns & Co., Inc. Mr. Handler brings to our Board of Directors experience in investment banking and capital markets that has included a focus on mergers and acquisitions and other significant transactions. Mr. Handler's background is an invaluable asset to us, particularly in connection with evaluating potential acquisition and financing opportunities.
Our directors serve subject to the requirements of our charter and bylaws, including the requirement that directors not be "unsuitable persons." Gaming laws require our directors to obtain licenses from gaming authorities. Licenses typically require a determination that the applicant qualifies or is suitable to hold the license. If one of our directors were to be determined to be an "unsuitable person" within the meaning of our charter, he or she would be subject to removal for cause by the remaining members of the Board of Directors or by shareholders with a vote of 75% of the votes cast at a shareholders meeting.
There are no family relationships among any of our directors or executive officers.


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Board Composition
Our business and affairs are managed under the direction of our Board of Directors, which currently consists of five members. Our bylaws provide that our Board of Directors will consist of a number of directors to be fixed exclusively by resolution of the Board of Directors. The size of our board is currently set at five directors.
Our charter provides for a staggered, or classified, Board of Directors consisting of three classes of directors, each serving staggered three-year terms, as follows:
the Class I directors are Messrs. Marshall and Urdang, and their terms will expire at the annual meeting of shareholders to be held in 2017;
the Class II directors are Messrs. Edens and Handler, and their terms will expire at the annual meeting to be held in 2018; and
the Class III director is Mr. Carlino, and his term will expire at the Annual Meeting.
Upon expiration of the term of a class of directors, directors for that class will be elected for a three-year term at the annual meeting of shareholders in the year in which that term expires. Each director's term continues until the election and qualification of his successor, or his earlier death, resignation, retirement, disqualification or removal. Newly created directorships resulting from any increase in the number of directors and any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause will be filled generally by the majority vote of the remaining directors in office, even if less than a quorum is present. A director may be removed by the Board of Directors only with cause or by the shareholders only with cause and only by the vote of 75% of the shares entitled to vote. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. However, for the reasons indicated in the description of Proposal 3, the Board is recommending that the classified board structure be removed and phased out as current director terms expire. If Proposal 3 is approved by shareholders, beginning with the 2017 Annual Meeting of Shareholders, the nominees for director will each be elected to serve a one year term.
Director Independence
Our Board of Directors observes all applicable criteria for independence established by The NASDAQ Stock Market LLC ("NASDAQ") and other governing laws and applicable regulations. No director will be deemed to be independent unless our Board of Directors determines that the director has no relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our Board of Directors has determined that each of our directors, other than Mr. Carlino, are independent as defined under the corporate governance rules of NASDAQ. Of these independent directors, our Board has determined that each of (i) Messrs. Marshall, Handler and Urdang, who comprise our Audit and Compliance Committee, and (ii) Messrs. Edens, Handler and Urdang, who comprise our Compensation and Governance Committee, satisfy the independence standards for those committees established by the applicable rules and regulations of the SEC and NASDAQ.
Board Leadership Structure and Board's Role in Risk Oversight
Our Board of Directors has no policy with respect to the separation of the offices of Chief Executive Officer and Chairman of the Board of Directors. It is the Board of Directors' view that rather than having a rigid policy, the Board of Directors, with the advice and assistance of the Compensation and Governance Committee, and upon consideration of all relevant factors and circumstances, will determine, as and when appropriate, whether the two offices should be separate. Currently, our Chief Executive Officer also serves as the Chairman of the Board. The Board believes this is appropriate because of the Chairman's role in leading the Company and his proven track record of generating significant shareholder value for Penn over the years prior to the spin-off transaction, which led to the creation of the Company. Moreover, the Board believes that the Chairman's substantial beneficial ownership of the Company's equity has strongly aligned his interests with the interests of shareholders. Because we have selected to have Mr. Carlino serve in both the roles of Chairman and Chief Executive Officer, we have appointed Mr. Marshall to be our Lead Independent Director. As Lead Independent Director, Mr. Marshall is responsible for, among other tasks, the resolution of conflicts of interest that relate to our directors who also serve on the Board of Directors of Penn.
Our Board of Directors plays an active role in the oversight of risks impacting our Company and the management team is charged with managing such risks. Our Board of Directors works closely with management to ensure that integrity and accountability are integrated into our operations. Our Compensation and Governance Committee is

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responsible for overseeing the management of risks relating to our executive compensation plans and arrangements as well as risks associated with the independence of the Board of Directors. Our Audit and Compliance Committee oversees management of financial risks. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, our full Board of Directors is regularly informed regarding such risks through committee reports and otherwise.
Meetings and Attendance
During 2015 , the Board of Directors met ten (10) times, the Audit and Compliance Committee met ten (10) times and the Compensation and Governance Committee met three (3) times. Each director, other than Wes Edens, attended 75% or more of the aggregate of all meetings of the Board and the Committee on which he served in 2015.
A majority of our directors attended last year's annual meeting. Our Board of Directors generally expects its members to attend the annual meeting of shareholders and we believe that all of our directors will attend this year's Annual Meeting.
Committees of the Board of Directors
Our Board of Directors has established the following committees: the Audit and Compliance Committee and the Compensation and Governance Committee. The composition of each such committee satisfies the independence requirements and current standards of the SEC and the rules of NASDAQ (as applicable). Current copies of the charters for each of these committees are available on our website, www.glpropinc.com , under the "About" section.
Audit and Compliance Committee
The duties and responsibilities of the Audit and Compliance Committee are set forth in its charter, which is available on our website, and include the following:
to oversee the quality and integrity of our financial statements and our accounting and financial reporting processes;
to prepare the Audit and Compliance Committee report required by the SEC in our annual proxy statements;
to review and discuss with management and the independent registered public accounting firm our annual and quarterly financial statements;
to review and discuss with management and the independent registered public accounting firm our earnings press releases;
to appoint, compensate and oversee our independent registered public accounting firm, and pre-approve all auditing services and non-audit services to be provided to us by our independent registered public accounting firm;
to review the qualifications, performance and independence of our independent registered public accounting firm;
to establish procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;
to review and approve related party transactions that would be required to be disclosed in our SEC reports; and
to oversee the Company's compliance program.
Our Audit and Compliance Committee is comprised of Joseph W. Marshall, III (chair), David A. Handler and E. Scott Urdang. Our Board of Directors has determined that all members of our Audit and Compliance Committee are independent under the director independence standards set forth in the rules and regulations of the SEC and the applicable listing standards of NASDAQ, that each member meets the heightened independence standards for service on the Audit and Compliance Committee and satisfies the financial literacy and other requirements for "audit committee" members under applicable NASDAQ rules and that Mr. Marshall is an "audit committee financial expert" as that term is defined in Item 407(d)(5) of Regulation S-K of the Securities Exchange Act of 1934, as amended (the "Exchange Act").


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Compensation and Governance Committee
The duties and responsibilities of the Compensation and Governance Committee are set forth in its charter, which is available on our website, and include the following:
to determine, or recommend for determination by our Board of Directors, the compensation of our Chief Executive Officer and other executive officers;
to establish, review and consider employee compensation policies and procedures;
to review and approve, or recommend to our Board of Directors for approval, any employment contracts or similar arrangement between the Company and any executive officer of the Company;
to review and discuss with management the Company's compensation policies and practices and management's assessment of whether any risks arising from such policies and practices are reasonably likely to have a material adverse effect on the Company;
to review, monitor, and make recommendations concerning incentive compensation plans, including the use of stock options and other equity-based plans;
to recommend to our Board of Directors proposed nominees for election to the Board of Directors by the shareholders at annual meetings, including an annual review as to the renominations of incumbents and proposed nominees for election by the Board of Directors to fill vacancies that occur between shareholder meetings;
to make recommendations to the Board of Directors regarding corporate governance matters and practices;
to recommend members for each committee of the Board of Directors; and
to recommend the compensation of directors.
Our Compensation and Governance Committee is comprised of David A. Handler (chair), Wesley R. Edens and E. Scott Urdang. Our Board of Directors has determined that all members of our Compensation and Governance Committee are independent under the director independence standards set forth in the rules and regulations of the SEC and the applicable listing standards of NASDAQ. The Compensation and Governance Committee has the authority to delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more subcommittees as the Compensation and Governance Committee may deem appropriate in its sole discretion.
Compensation and Governance Committee Interlocks and Insider Participation
None of our executive officers currently serves, or in 2015 served, as a member of the Board of Directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or our Compensation and Governance Committee. Additional information concerning transactions between us and entities affiliated with members of the Compensation and Governance Committee is included in this Proxy Statement under the heading "Certain Relationships and Related Party Transactions."


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Director Compensation
The Company pays director fees to each director who is not an employee of the Company as shown in the table below:
Schedule of Director Fees
 
 
 
Annual Retainer
 
$100,000
Committee Chair Retainer
 
$25,000 for the Audit and Compliance Committee
 
 
$20,000 for the Compensation and Governance Committee
Committee Member Retainer
 
$10,000 for the Audit and Compliance Committee
 
 
$7,500 for the Compensation and Governance Committee
The following table sets forth information on compensation of all our non-employee directors for 2015 :
 
 
Current Year Compensation
 
Equity
Outstanding (3)
Name
 
Fees
Earned or
Paid in
Cash ($) (1)
 
Stock
Awards ($)
(2)
 
Total
($)
 
Stock
Ticker
 
Stock
Awards
Wesley R. Edens
 
107,500

 
150,015

 
257,515

 
GLPI
 
13,126

 
 
 

 
 

 
 

 
PENN
 
4,186

David A. Handler
 
130,000

 
150,015

 
280,015

 
GLPI
 
13,126

 
 
 

 
 

 
 

 
PENN
 
4,186

Joseph W. Marshall, III
 
125,000

 
150,015

 
275,015

 
GLPI
 
7,863

 
 
 
 
 
 
 
 
 
 
 
E. Scott Urdang
 
117,500

 
150,015

 
267,515

 
GLPI
 
7,863

 

(1)
Cash fees include annual director's retainer and, where applicable, committee fees.
(2)
The amounts listed above are calculated based on the closing price on the day prior to grant date. In 2015, each non-employee director was granted an award of 5,113 shares of restricted stock, which for financial reporting purposes are deemed to have a grant date fair value of $150,015.
(3)
Equity outstanding includes restricted stock awards and phantom stock units outstanding as of December 31, 2015 . Mr. Edens and Mr. Handler each earned 4,186 PENN phantom stock units as a Penn National Gaming, Inc. Board member prior to Spin-Off.

Communications with the Board of Directors
The Board feels it is important for shareholders and others to have a process to send communications to the Board. Shareholders who wish to communicate with directors should do so by writing to Gaming and Leisure Properties, Inc., 845 Berkshire Boulevard, Suite 200, Wyomissing, PA 19610, Attention: Secretary. The Secretary of the Company reviews all such correspondence and forwards to the Board of Directors a summary of all such correspondence and copies of all correspondence that, in the opinion of the Secretary, deals with the functions of the Board of Directors or Board committees or that he otherwise determines requires their attention. Directors may at any time review a log of all correspondence received by the Company that is addressed to members of the Board of Directors and request copies of any such correspondence. Concerns relating to accounting, internal controls or auditing matters will be brought to the attention of the Company's Audit and Compliance Committee.





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Director Nomination Process
Minimum Qualifications of Directors
The Compensation and Governance Committee of the Board of Directors is responsible for evaluating and recommending candidates for membership on our Board, including director nominees suggested by, among others, other Board members, management and shareholders. Our Compensation and Governance Committee may also retain professional search firms to identify candidates.
The Compensation and Governance Committee seeks to identify, as candidates for director, persons with gaming and/or real estate industry knowledge, senior management experience, diversity of viewpoints, business acumen, strength of character, integrity and mature judgment. The Compensation and Governance Committee will also consider a candidate's background and skills, including financial literacy, independence, and the contribution he or she would make in light of the Company's business strategy; a candidate's ability to meet the suitability requirements of all relevant regulatory authorities; a candidate's ability to represent the interests of the shareholders; a candidate's ability to work constructively with the Company's management and other directors; and a candidate's availability, including the number of other boards on which the candidate serves, and his or her ability to dedicate sufficient time and energy to his or her board duties among other considerations set forth in the Company's Corporate Governance Guidelines, available on our website, www.glpropinc.com , under the "About" section.
Shareholder Nominations of Directors and Other Business
Shareholders who (a) are not "Unsuitable Persons," as that term is defined in our charter, (b) have beneficially owned at least 1% of the Company's common stock for a continuous period of not less than 12 months before making such recommendation and (c) are entitled to vote at the annual meeting, may submit director nominations and proposals for other business for consideration by the Board of Directors and the Compensation and Governance Committee, as applicable, to be raised from the floor at our Annual Meeting, provided that such recommendations are in proper written form and timely received by the Secretary of the Company. To be timely, a shareholder's notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Company not less than 120 nor more than 150 days prior to the anniversary date of the immediately preceding annual meeting of shareholders. The requirements set forth in this section do not relate to shareholder proposals intended to be included in our Proxy Statement and submitted pursuant to Rule 14a-8 promulgated under the Exchange Act.
With respect to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the recommendation for nomination or proposal is made, all notices must include the following information as further outlined in our Amended and Restated Bylaws:
the name and address of such shareholder, as they appear on the Company's books, the telephone number of such shareholder, and the name, address and telephone number of such beneficial owner, if any;
a statement or SEC filing from the record holder of the shares, derivative instruments or other interests verifying the holdings of the beneficial owner and indicating the length of time the shares, derivative instruments or other interests have been held by such beneficial owner and any other information relating to such shareholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, including, but not limited to, voting arrangements, rights to dividends or performance related fees associated with any securities held, material legal proceedings involving the Company, its directors, officers or affiliates, and any material interest in any material contract or agreement with the Company, its affiliates or any principal competitors;
a representation that such shareholder and beneficial owner, if any, intend to be present in person at the meeting;
a representation that such shareholder and such beneficial owner, if any, intend to continue to hold the reported shares, derivative instruments or other interests through the date of the Company's next annual meeting of shareholders; and
a completed and signed questionnaire, multi-jurisdictional personal disclosure form, representations, agreement and consent to provide additional information and to submit to a background check prepared with respect to and signed by such shareholder and beneficial owner, and such additional information,

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documents, instruments, agreements and consents as may be deemed useful to the Board of Directors to evaluate whether such shareholder or beneficial owner is an unsuitable person.
Any notice pertaining to a shareholder recommendation for nomination for election or reelection as a director, must also include the following information:
all information relating to the recommended nominee that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder (including such person's written consent to being named in the proxy statement as a nominee and to serving as a director, if elected);
a description of all direct and indirect compensation, economic interests and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such shareholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each recommended nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the shareholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the "registrant" for purposes of such rule and the recommended nominee were a director or executive officer of such registrant;
a description of all relationships between the proposed nominee and the recommending shareholder and the beneficial owner, if any, and of any agreements, arrangements and understandings between the recommending shareholder and the beneficial owner, if any, and the recommended nominee regarding the nomination;
a description of all relationships between the recommended nominee and any of the Company's competitors, customers, suppliers, labor unions (if any) and any other persons with special interests regarding the Company;
a completed and signed questionnaire, multi-jurisdictional personal disclosure form, representations, agreement and consent to provide additional information and to submit to a background check prepared with respect to and signed by the recommended nominee, and such additional information, documents, instruments, agreements and consents as may be deemed useful to the Board of Directors to evaluate whether such nominee is an Unsuitable Person; and
the written representation and agreement (in the form provided by the Secretary upon written request) of the recommended nominee that he or she (1) is not and will not become a party to voting commitment that has not been disclosed to the Company or that could limit or interfere with such person's ability to comply, if elected as a director of the Company, with such person's fiduciary duties under applicable law, (2) is not and will not become a party to any compensation arrangement with any person or entity in connection with service or action as a director that has not been disclosed, and (3) in such person's individual capacity, and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Company, and will comply with all applicable publicly disclosed corporate governance and other policies and guidelines of the Company.
Any notice as to any business other than a recommendation for nomination of a director or directors that the shareholder proposes to bring before the meeting, must also set forth (1) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such shareholder and beneficial owner, if any, in such business, (2) a description of all contracts, arrangements, understandings and relationships between such shareholder and beneficial owner, if any, on the one hand, and any other person or persons (including their names), on the other hand, in connection with the proposal of such business by such shareholder and (3) the text of the proposal or business (including the text of any resolutions proposed for consideration).
Code of Business Conduct and Ethics
Our code of business conduct and ethics applies to all of our employees, officers and directors, including those officers responsible for financial reporting. Disclosure regarding any amendments to the code, or any waivers of its requirements, will be included in a current report on Form 8-K within four business days following the date of the amendment or waiver, unless posting such information on our website will then satisfy the rules of the SEC and

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NASDAQ. A copy of our code of business conduct and ethics is available on our website, www.glpropinc.com , under the "About" section.
Corporate Governance Guidelines
Our Board of Directors has adopted corporate governance guidelines that serve as a flexible framework within which our Board of Directors and its committees operate. These guidelines cover a number of areas including the size and composition of our Board of Directors, board membership criteria and director qualifications, director responsibilities, roles of the Chairman of the Board of Directors and Chief Executive Officer, meetings and roles of independent directors, committee responsibilities and assignments, stock ownership guidelines, board member access to management and independent advisors and direct communications with third parties. A copy of our Corporate Governance Guidelines, is available on our website, www.glpropinc.com , under the "About" section.

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EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
The Compensation and Governance Committee is responsible for the Company's executive compensation program. For purposes of the following Compensation Discussion and Analysis, the terms "Committee" or "we" or "our" refer to the Compensation and Governance Committee of the Board.
Executive Summary
On November 1, 2013, Penn distributed all of the outstanding shares of the Company's common stock to its shareholders in the first spin-off of real property assets associated with casino gaming and racing facilities into a structure that would qualify as a real estate investment trust. The spin-off was the culmination of a complicated three-year process designed to unlock significant value for Penn's shareholders through the separation of its real property assets from its operating assets. Previous attempts by gaming operators to create a real estate investment trust through such a separation were abandoned or failed. This innovative achievement would change the way gaming industry assets are valued and introduce an attractive new form of financing. Following the Company's successful spin-off from Penn, the industry's largest casino operators, Caesars Entertainment Corporation, MGM Resorts International, Pinnacle Entertainment, Inc. ("Pinnacle") and Boyd Gaming Corporation, all subsequently announced their intent to explore a similar separation. The Company believes that it triggered a positive change in the gaming industry that will benefit not only gaming companies and their shareholders, but also the jurisdictions that rely on the continuous operation of gaming facilities to generate significant tax revenues. In addition to providing a new form of financing, the introduction of a real estate investment trust into the ownership structure of gaming properties provides a financially secure partner with interests closely aligned with the states in which they operate.
As the REIT alternative has recently become more mainstream in the gaming industry, the Company's management team has been focused on expanding its portfolio and diversifying its tenant base, which we believe will further reduce the Company's cost of capital and enable it to offer even more attractive financing alternatives to existing gaming operators. On November 6, 2014, Pinnacle announced its intention to pursue a REIT spin-off transaction pursuant to a structure very similar to that successfully executed by Penn a year earlier. With an in-depth understanding of the complexity of the transaction Pinnacle was pursuing and a recognition of the efficiencies that could be achieved for the shareholders of both companies, the Company subsequently engaged in discussions with Pinnacle to structure a transaction between the companies that would achieve Pinnacle's stated goals. On July 15, 2015, the Company and Pinnacle announced the execution of a merger agreement providing for the acquisition by the Company of substantially all of the real estate assets of Pinnacle following the spin-off by Pinnacle of its operating assets into a separate publicly traded company. The transaction has received approval from both the Company's and Pinnacle's shareholders, in addition to regulatory approvals in Iowa, Indiana, Mississippi, Missouri and Nevada. The transaction is expected to close in the second quarter of 2016, subject to regulatory approval from the Louisiana Gaming Control Board and certain other customary conditions. Upon completion of the transaction, the Company's portfolio will expand from 21 to 35 properties and its rent will increase by approximately $377 million - making it the third largest publicly traded triple-net REIT based on reported and projected EBITDA. Perhaps more importantly, the transaction will add a significant new regional gaming operator as our tenant, representing both diversification and a new potential partner for future transactions.
In addition to the transaction with Pinnacle, in December 2015, the Company also successfully resolved its dispute with owners of the Meadows Racetrack & Casino with the execution of a revised agreement to purchase the property for a reduced purchase price of $440 million, subject to certain adjustments. In March 2016, the Company entered into a purchase agreement and lease with Pinnacle to purchase the Meadows operating assets and operate the property. The transaction is expected to close in the second half of 2016 following the receipt of all necessary regulatory approvals. This represents the first time in the gaming industry that a REIT has agreed to acquire a property with a third party operator secured to acquire the operating assets at closing. The addition of the Meadows property, together with the Pinnacle properties described above, will result in 15 new properties and more than $400 million in additional rental income.
In addition to key acquisition and development efforts, the Company also achieved the following:
February, May, July and October 2015 : The Company's Board declared quarterly dividends of $0.545 per share, an annual increase of $0.10 per share.

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October 2015 : The Company completed and relocated into its new corporate headquarters in Wyomissing, Pennsylvania.
October 2015 : The Company completed the build out of its corporate infrastructure and secured the external support services necessary to terminate its transition services agreement with Penn National Gaming, Inc. within the timetable announced in connection with the spin-off.
For a complete discussion of the Company's financial performance in 2015 , please refer to Management's Discussion and Analysis of Financial Condition and Results of Operations on pages 38 to 58 of the Company's Annual Report on Form 10-K for the year ended December 31, 2015 , a copy of which is included in the Annual Report to Shareholders made available to shareholders in connection with this Proxy Statement.
2015 Compensation Structure
The focus and organization of the Company as a REIT is much different from the business conducted by the Company's predecessor, Penn National Gaming (Penn). Following the spin-off from Penn, the Committee took a fresh look at the Company's executive compensation program to ensure that the Named Executive Officers are properly incentivized and that the performance metrics reflect the Company's operations as a REIT focused on the acquisition and ownership of gaming properties. In doing so, we considered the importance of the unique skill set necessary to appropriately value properties with revenues primarily derived from gaming operations and the need to create a compensation program designed to attract and retain executives with the requisite gaming experience.
In structuring the Company's executive compensation program for 2015 , the Committee's primary objective was to align pay with performance while taking into consideration the performance of the Company over the past two years, shareholder feedback, industry and general market trends in compensation practices, as well as the advice and recommendations of our independent compensation advisor. To achieve this objective, the Committee engaged FTI Consulting, Inc. to assist in the development of an executive compensation program tailored to the Company's business. The key elements included:
Base Salary:   In 2015 , the Compensation Committee did not approve any increases in the base salaries of the Named Executive Officers.
Time-Based Equity Awards:   Time-based equity awards were granted in the form of restricted stock subject to an established vesting schedule described below under Overview of 2015 Compensation - Long Term Fixed Equity Awards. Peter M. Carlino received 55,000 shares of the Company's restricted stock; William J. Clifford received 27,500 shares of the Company's restricted stock; Steven T. Snyder received 17,500 shares of the Company's restricted stock; Desiree A. Burke received 12,500 shares of the Company's restricted stock; and Brandon J. Moore received 10,000 shares of restricted stock.
Performance-Based Equity Awards : Performance-based equity awards were granted in the form of restricted stock subject to the achievement of certain performance measures described below under Overview of 2015 Compensation - Long Term Performance-Based Equity Awards and can vest from 0% to 100%. Peter M. Carlino received a maximum of 220,000 shares; William J. Clifford received a maximum of 110,000 shares; Steven T. Snyder received a maximum of 70,000 shares; Desiree A. Burke received a maximum of 50,000 shares; and Brandon J. Moore received a maximum of 40,000 shares.
Cash Awards:   The Named Executive Officers received the following cash bonuses for 2015 based on the achievement of certain performance measures described below under Overview of 2015 Compensation - Annual Performance Cash Awards : Peter M. Carlino received $3,279,763 ; William J. Clifford received $2,117,427 ; Steven T. Snyder received $944,996 ; Desiree A. Burke received $337,149 ; and Brandon J. Moore received $272,240 .
The Committee's intention to align the interests of management with shareholders with a significant percentage of compensation opportunity based on performance was tested in 2015 . While the Company successfully established the separation of real property assets from operating assets as the new standard in the gaming industry, entered into acquisition agreements that will add over $400 million in rent upon completion, and achieved operational independence from Penn, the Company's stock price did not reflect these achievements. As a result, the Named Executive Officers earned a partial payout under the cash bonus award program and, had the performance-based stock awards awarded in 2014 and 2015 matured on December 31, 2015 , the 2014 awards would have had no value and the 2015 awards would have paid out at 50% of the maximum value.

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A complete description of each of these compensation programs is set forth in the section entitled Overview of 2015 Compensation beginning on page 25.
2016 Compensation Structure
The Committee believes that the compensation program for the Company's Named Executive Officers in 2015 continued to provide the right balance between performance-based and fixed compensation to properly align the interests of management with shareholders without encouraging undue financial risks. With respect to the cash and restricted stock performance-based awards, the Named Executive Officers were rewarded in 2015 in part for their ability to grow the Company's dividend and to reach agreement for the acquisition of the Pinnacle real property assets. However, the performance-based restricted shares awarded in 2014, a significant component of their 2014 compensation, had no value as of December 31, 2015 , and the performance-based shares awarded in 2015 were performing at the target level. The performance-based restricted share portion of the compensation was designed with a three-year performance horizon and, consequently, the Committee concluded to continue it in 2016 and to reexamine it at the end of 2016 when the first tranche of awards will mature.
In reviewing the performance-based cash bonus program, the Committee determined that adjustments were warranted for 2016 to better align management incentives with the Company's key strategic objective of diversifying its tenant base and increasing its overall rent, adjusted funds from operation (AFFO) and dividends, which we believe will have the added benefit of lowering its overall cost of capital. The primary way to accomplish this objective is through the acquisition of existing, successful gaming properties. Because the acquisition of properties engaged in gaming operations typically do not close in the same year in which definitive agreements are executed, prior to the changes to the plan in 2016, the Named Executive Officers were not given the opportunity to earn the bonuses awarded for increases in AFFO and dividends from transactions that are signed in one year and close in the next. Therefore, the Committee agreed that AFFO and dividend performance targets for the present year should not include projected adjustments for acquisitions signed, but not closed, in the previous year. The adjustment will enable the Named Executive Officers to achieve the AFFO and dividend targets with the increase in each of those metrics resulting from acquisition activity.
With respect to fixed compensation, no changes were made to the time-based restricted award program.
Shareholder Outreach
The Company engaged in two separate shareholder outreach efforts during 2015 . We believe that it is important to reach out to shareholders during proxy season to discuss questions and concerns related to specific proposals presented in the Company's proxy materials but also to reach out again in the fall to discuss the Company's governance structure and initiatives shareholders would like the Board to consider in the upcoming year. In connection with the distribution of the proxy materials, we reached out to our top 20 shareholders. In the fall, we broadened our outreach efforts to include not only the top 20 shareholders, but also significant shareholders that either withheld votes or voted against the recommendations of the Board. The Board felt strongly that it was important to understand the reasons why shareholders choose not support certain of the Board's recommendations. These conversations frequently included the Chairman of the Board's Compensation and Governance Committee.
Following the shareholder outreach efforts, the Board met to consider the views and recommendations suggested by the Company's shareholders. As a result of those discussions, the Board has included a proposal in this proxy statement to amend its governing documents to remove the classified board structure. While the Board believes that there are certain important protections created with a classified board and potential regulatory hurdles with a declassified board, the rationale offered by the Company's shareholders and importance of having a declassified structure to such shareholders outweighed the protections and stability present with a classified board.
In addition to coordinated outreach efforts focused on the Company's corporate governance, members of the Company's senior management team participated at investor conferences throughout 2015 and hosted analysts and institutional investors at its corporate headquarters. These outreach efforts provided numerous forums for investors and prospective investors to discuss with management a wide variety of subjects important to them, including executive compensation.
2015 Shareholder Vote on Say on Pay
In 2014, shareholders approved a triennial say on pay vote. As a result, the Company did not present a shareholder advisory vote on executive compensation at GLPI's 2015 Annual Meeting of Shareholders. However, in 2014 shareholders were supportive of the Company's compensation programs with 97% of the voted shares approving.

21 |    Notice of Annual Meeting of Shareholders and Proxy Statement


It is important to note that while we did not present shareholders with a say on pay proposal in 2015, we maintained active and open communications with shareholders, as evidenced by the proposal in this Proxy Statement to declassify our board and the removal last year of a provision in the Company's Amended and Restated Bylaws prohibiting an individual from qualifying to serve as a director if he or she is a party to certain compensatory arrangements with a third party. We also continue to analyze the effectiveness of our compensation programs to ensure that they continue to provide management with the right incentives. As described above, say on pay is not the catalyst for communication with our shareholders. The next say on pay vote will occur at the 2017 Annual Meeting of Shareholders.
Compensation Philosophy and Objectives
Objectives of Compensation Program
The overall objective of the Company's executive compensation program is to compensate members of management in a manner that most effectively incentivizes them to maximize shareholder value without taking undue financial risks. At the same time, the executive compensation program is intended to enable the Company to attract and retain the executive talent needed to grow and further its strategic initiatives. Specifically, the Company's compensation objectives are to:
Offer a competitive and balanced compensation program by taking into consideration the total compensation opportunity offered by other REITs and gaming companies in order to reflect the unique experience required of our management team.
Utilize a mix of fixed and performance-based compensation designed to closely align the interests of management with those of the Company's shareholders.
Attract and retain the best possible management team for the Company to increase shareholder value and maintain the Company's credibility in and access to the capital markets.
Compensation Philosophy
To support the Company's compensation program objectives, we have adopted and annually review and confirm a compensation philosophy that serves as the guide for all executive compensation decisions. Our compensation philosophy is as follows:
The Company intends to maintain an executive compensation program that will help it attract and retain the executive talent needed to grow and further the strategic interests of the business. To this end, the Company provides a compensation and benefits program that will be sufficiently attractive to provide talented executives with good reason to remain with the Company and continue in their efforts to improve shareholder value. The Company's program is designed to motivate and reward executives to achieve and exceed targeted results. Pay received by the executives will be commensurate with the performance of the Company and their own individual contributions.
We believe that it is in the long-term best interests of the Company to provide a significant portion of each executive's compensation in the form of equity incentive awards. However, we also believe that it is important to provide base salaries that do not motivate or encourage executives to take excessive risks to ensure future financial security. To balance these goals, we believe that the appropriate compensation program includes (a) fixed and performance-based cash and (b) time and performance-based equity incentive awards. We focused on the appropriate balance of each of these components in developing our 2015 executive compensation program.
Key Compensation Practices
The Committee, in consultation with our independent compensation advisor and management team, considered compensation practices identified as "best practices" by various market constituents. We incorporated into our compensation program the practices we believe will most effectively support the Company's continuing efforts to create shareholder value, including:
no employment agreements or arrangements containing "single trigger" change in control provisions;
no employment agreements or arrangements containing tax gross-ups or other similar tax indemnification provisions;
compensation largely based on multiple performance metrics, including dividend yield, adjusted funds from operations, relative total shareholder return and acquisition activity;

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compensation that includes a combination of variable and fixed incentive opportunities; and
established maximum bonus opportunities.
    
We will continue to evaluate and consider input from our shareholders and emerging "best practices" to ensure that our compensation programs contain the features necessary to properly align the interests of our executives with the interests of our shareholders without encouraging undue risks.
We have also taken steps to protect shareholder interests and promote shareholder value in both the design and in the administration of the Company's equity compensation program. Under the terms of our 2013 Long-Term Incentive Compensation Plan (the "Plan"), awards to employees are administered by the Committee and will generally include vesting schedules designed to encourage employees to focus on the long-term success of the Company by requiring employees to remain with the Company for a number of years before all of their awards may be settled. Further, the Plan neither permits the exercise price of outstanding stock options or stock appreciation rights to be reduced nor permits the grant of discounted stock options or stock appreciation rights.
Annual Review and Approval Process
Role of the Committee
Our Committee meets each year to review and approve the executive compensation packages for the Chief Executive Officer and each of the other executive officers as well as to confirm and approve performance-based awards earned for the most recently completed year. In establishing compensation packages, we consider numerous factors and data, including:
the Company's performance relative to its REIT, and to a lesser degree gaming and hospitality, peers;
management's ability to grow AFFO;
the dividend payout for the previous fiscal year and projected dividend for the current year;
management's ability to enter into definitive acquisition agreements for properties that will be accretive to the Company's AFFO and dividend;
the performance of the Company's properties in Perryville and Baton Rouge;
the individual performance of the individual executives and their total compensation relative to similarly situated executives;
a breakdown of the various components of each executive officer's compensation package;
perquisites and others benefits offered to each executive; and
the performance of previous compensation awards.
The Committee reviews this information with its compensation consultant and certain members of the executive management team to revise or confirm the compensation packages for each executive officer. One of our goals is to ensure that base salaries and total compensation packages are appropriate to attract and retain executives with the gaming and real estate experience necessary to create long-term shareholder value. We will also alter performance measures and/or the mix of cash and long-term equity incentive awards as necessary to ensure that management incentives continue to be aligned with shareholders.
Role of Management
The Company's Chief Executive Officer and Chief Financial Officer work closely with the Committee to analyze relevant peer data and to determine the appropriate base salary, cash bonus and incentive award levels for each member of the executive management team. However, while the Committee values the judgment and input from the CEO and CFO, and considers their recommendations, the Committee ultimately retains sole discretion to approve the compensation packages for each Named Executive Officer.
Role of Compensation Consultant
We retained FTI Consulting, Inc. ("FTI"), an independent compensation consultant, to advise the Committee on compensation related matters. The Committee selected FTI because of its experience in assisting other REITs in determining the optimal type and balance of cash and incentive award components in a manner intended to align the interests of management and shareholders while being competitive. In addition to other tasks, FTI worked with management and the Committee to develop a peer group for use in structuring the Company's executive

23 |    Notice of Annual Meeting of Shareholders and Proxy Statement


compensation program. FTI and the Company review the peer group annually to ensure that it provides an accurate representation of the Company's peers. A description of the process and rationale utilized for selecting our peer group is described below.
The Committee has determined that no conflict of interest exists between FTI and the Company (including the company's Board of Directors and the Company's management) pursuant to Item 407(e)(3)(iv) of SEC Regulation S-K. Neither FTI nor any affiliate provided additional services to the Company or its affiliates in excess of $120,000 during 2015 .
FTI reviews the current compensation of each executive officer on several levels, including (a) cash versus equity-based incentive awards; (b) fixed versus variable, (c) time-based vesting versus performance-based vesting and (d) short-term awards versus long-term awards. In addition, FTI provides the Committee with information regarding the compensation levels of executive officers in our selected peer group, as well as, current compensation "best practices" and trends in the REIT and gaming industries. Based on all of the available information and discussions with the Chief Executive Officer and Chief Financial Officer, FTI provides its recommendation to the Committee as to the appropriate compensation of each executive officer or confirms for the Committee that the suggested compensation packages are reasonable.
Peer Group
In selecting and reviewing the Company's peer group, FTI and the Company utilize a set of criteria that they believe captures the key areas of the Company's business and the experience necessary for its executives. The criteria used to select the peer group are as follows:
REITs primarily invested in lodging/resort/hospitality property assets.
Gaming companies comparable to the Company in terms of its asset portfolio and the knowledge and skills necessary by the executive team to effectively evaluate opportunities and to manage the Company's operating properties.
Gaming and REIT companies with whom we compete for talent.
Similar sized specialty REITs requiring management to have a skill set not only in real estate but also advanced knowledge of the operations of specialized tenants.
Triple-net REITs that enter into long-term leases with operators similar to the Company's lease structure.

Applying these criteria, FTI recommended, and the Committee approved, retaining the peer group utilized in structuring the 2015 executive compensation program for reviewing and structuring the 2016 program. The peer group includes:
Alexandria Real Estate Equities, Inc.
National Retail Properties, Inc.
 
 
American Realty Capital Properties, Inc.
RLJ Lodging Trust
 
 
BioMed Realty Trust
SL Green Realty Corp.
 
 
Caesars Entertainment Corporation
Spirit Realty Capital, Inc.
 
 
Hersha Hospitality Trust
Starwood Hotels & Resorts Worldwide, Inc.
 
 
Hyatt Hotels Corporation
Tanger Factory Outlet Centers, Inc.
 
 
Marriott International, Inc.
Wynn Resorts, Limited
 
 
MGM Resorts International
 
Risk Assessment
In establishing and reviewing our executive compensation program, we consider, among other things, whether the program properly motivates executives to focus on the creation of shareholder value without encouraging unnecessary or excessive risk taking. To this end, the Committee carefully reviews the principal components of executive compensation. Base salaries are reviewed annually and are fixed in amount. Annual incentive pay is focused on achievement of certain specific overall financial goals and is determined using multiple performance criteria with established maximum payouts. The other major component of our executive officers' compensation is long-term incentives through restricted stock, which we believe is important to help further align executives' interests with those of our shareholders. We believe that these cash and incentive awards, especially when

24 |    Notice of Annual Meeting of Shareholders and Proxy Statement


combined with the compensation clawback policy described on page 30 of this Proxy Statement, appropriately balance risk, payment for performance and align executive compensation with shareholders without encouraging unnecessary or excessive risk taking.
Overview of 2015 Compensation
Elements of Compensation
The compensation program is weighted towards performance-based compensation utilizing several different performance metrics. The mix of cash versus equity-based incentive awards, fixed versus variable compensation, and time-based vesting versus performance-based vesting of equity incentive awards is designed to ensure that management is, and remains, appropriately incentivized across a number of different business and economic environments. In addition, our program includes both internal performance measures as well as external performance metrics to ensure that our executives are focused both on the Company's goals as well as its position in the market. In 2015 , the total potential compensation opportunity of the Company's Named Executive Officers consisted of approximately 73% of performance-based and/or "at risk" compensation and approximately 27% of fixed compensation (primarily in the form of base salary). The key elements include:
base salary;
annual cash bonus based 90% on the Company's performance and 10% on individual performance;
annual restricted stock grant with cliff vesting at the end of a three-year period measured by the Company's performance in comparison to its peers over such period; and
annual restricted stock grant with time-based vesting initially established as a percentage of each executive's base salary.
Base Salary
The base salaries of our executives are designed to compensate them for services rendered during the fiscal year and consistent with our pay for performance philosophy, executives receive a significant portion of their overall targeted compensation in a form other than a fixed base salary. Although the Company does not generally benchmark against any particular percentile of base salaries of comparable executives within the Company's peer group, we set salaries that are competitive in the gaming and REIT industries, recognizing that our Company seeks to attract and retain executives with experience in either or both of these industries. Base salaries are then further adjusted for certain qualitative factors, including: specific position duties and responsibilities; tenure with the Company; individual contribution; and value to the Company and the overall reasonableness of an executive's pay package.
For 2015 , the Committee did not approve any increases in the base salaries of the Named Executive Officers.
Annual Performance Cash Awards
For 2015 , the Company's Compensation Committee established a performance-based annual cash incentive bonus program designed to motivate the executive officers and other members of the management team to achieve certain Company growth objectives that we believe were most likely to increase shareholder value. The program was based on the achievement of a number of specific Company performance criteria focused on the Company's annual strategic goals and business plan. For 2015 , the annual cash bonus for each Named Executive Officer was comprised of four components:
40% based on the Company's achievement of established AFFO per share targets.
20% based on the Company's achievement of established dividend targets.
30% based on the achievement of established additional AFFO targets resulting from acquisitions.
10% discretionary based on the qualitative factors indicated above.
With respect to the AFFO and dividend components, a cash bonus could have been earned at three different achievement levels: Threshold; Target; and Maximum. The acquisition goal was measured on a scale of 0-100% with annual target being the maximum and zero being the minimum. The achievement levels established by the

25 |    Notice of Annual Meeting of Shareholders and Proxy Statement


Committee for 2015 are set forth below.
Component
Threshold
Target
Maximum
AFFO Growth
Annual AFFO per share of $2.63
Annual AFFO per share of $2.72
Annual AFFO per share of $2.82
Dividend Growth
Fourth quarter dividend per share of $0.52
Fourth quarter dividend per share of $0.545
Fourth quarter dividend per share of $0.57
Acquisition Growth
Payout determined based on the percentage of maximum target achieved
Annual effect on AFFO per share $0.13
In 2015 , the Company achieved annual AFFO of $2.75 per share, paid $0.545 per share in fourth quarter dividends, and realized the maximum impact on AFFO per share through acquisitions as a result of the Pinnacle transaction. The Named Executive Officers were also awarded the maximum discretionary bonus as a result of successfully terminating reliance on transition services from Penn, securing bank financing of $825.0 million and certain other accomplishments. The resulting cash bonus paid to the Named Executive Officers was above target but below the maximum.
The following table indicates the actual amount paid to each Named Executive Officer as a percentage of annual base salary for 2015 for the annual performance cash awards described above:
Executive
Actual
Bonus
Percent of Base Salary
 
Actual
Payment ($)
Chairman, Chief Executive Officer and President
181
%
 
3,279,763

Senior Vice President and Chief Financial Officer
181
%
 
2,117,427

Senior Vice President of Corporate Development
181
%
 
944,996

Senior Vice President and Chief Accounting Officer
91
%
 
337,149

Senior Vice President and General Counsel
91
%
 
272,240


Long-Term Performance-Based Equity Awards
While the annual cash bonus program was designed to incentivize the Company's management team to achieve specific near-term internal Company growth goals, the long-term performance equity award program was designed to focus management on the Company's long-term performance in relation to its peer group and broader REIT indexes. We believe that a high degree of equity compensation motivates executives to increase the long-term value of the Company by aligning a significant portion of their total compensation with the interests of the Company's shareholders. We also believe that equity compensation is a critical tool in attracting and retaining executives with the type of entrepreneurial spirit that we believe is integral to the Company's success.
The Committee determined that this portion of the executive compensation program for 2015 would continue to be awarded and paid in the form of performance-based restricted shares. Awards have three-year cliff vesting with the amount of restricted shares vesting at the end of the three-year period determined based on the Company's performance measured against its peers. More specifically, the percentage of shares vesting at the end of the measurement period will be based on the Company's three-year total shareholder return measured against the three-year return of the companies included in the MSCI US REIT index. The number of shares vesting at each performance achievement level for each Named Executive Officer are set forth below.
Executive
Below 25th Percentile
25th to less than 40th Percentile
40th to less than 60th Percentile
60th to less than 80th Percentile
Above 80th Percentile
Chairman, Chief Executive Officer and President
0
55,000

110,000

165,000

220,000

Senior Vice President and Chief Financial Officer
0
27,500

55,000

82,500

110,000

Senior Vice President of Corporate Development
0
17,500

35,000

52,500

70,000

Senior Vice President and Chief Accounting Officer
0
12,500

25,000

37,500

50,000

Senior Vice President and General Counsel
0
10,000

20,000

30,000

40,000


26 |    Notice of Annual Meeting of Shareholders and Proxy Statement


We believe that this long-term performance-based equity incentive program compliments the annual cash incentive program by providing the appropriate balance between performance-based cash and performance-based equity awards.
Long-Term Fixed Equity Awards
In addition to the long-term performance-based equity awards, we established a time-based retention equity award for 2015 . A significant amount of each Named Executive Officer's compensation is tied to performance and we recognize that there are often macro-economic factors impacting the business that are outside of management's control. Therefore, we believe that the time-based awards serve as a critical retention tool, recognizing that while the vesting of such awards is unrelated to performance, the value is directly correlated with the Company's share price. Awards vest at a rate of 33.33% per year and are generally subject to continued employment.

The number of shares awarded to each Named Executive Officer for 2015 were as follows:
Executive
Number of
Shares
Chairman, Chief Executive Officer and President
55,000

Senior Vice President and Chief Financial Officer
27,500

Senior Vice President of Corporate Development
17,500

Senior Vice President and Chief Accounting Officer
12,500

Senior Vice President and General Counsel
10,000

Other Compensation
The Committee has the discretion to pay dividend equivalent payments to employees holding Company options and other cash-settled awards received as a result of the conversion of Penn options to Company options in connection with the Spin-Off, as described in the Company's Prospectus effective on October 9, 2013. The potential payment of dividends on vested option awards converted in the Spin-Off is not expected to continue beyond November 1, 2016. The dividend equivalent payments will decline by approximately 50% from 2015 to 2016. The Company has not issued option awards since the Spin-Off.
In 2015 , the Committee approved the payment of dividend equivalents to the Named Executive Officers for each of the dividends declared during the fiscal year. The dividend payments for converted Penn options to each Named Executive Officer for 2015 are set forth below:
Executive
Spin-Off Option Dividends ($)
Chairman, Chief Executive Officer and President
5,791,097

Senior Vice President and Chief Financial Officer
2,006,215

Senior Vice President of Corporate Development
1,020,436

Senior Vice President and Chief Accounting Officer
229,414

Senior Vice President and General Counsel
19,741

Overview of Compensation Program for 2016
To establish the executive compensation program for 2016 , the Committee reviewed the Company's performance and the impact of such performance on the 2014 and 2015 compensation programs. Management achieved certain notable and critical goals in 2014 and 2015 , including pending acquisitions that have the potential to nearly double the Company's rental income, eliminating reliance on Penn transition services, and distributing significant dividends to the Company's shareholders. However, in 2014, the Company's share price did not advance in comparison to its peers. As a result, for 2014 the Named Executive Officers earned approximately 56% of their maximum cash bonus potential but the long-term performance equity awards granted in 2014, while not mature, were performing below the 25th percentile and had no value as of December 31, 2015 . For 2015, the Named Executive Officers earned approximately 91% of their maximum cash bonus potential and the long-term performance-based equity

27 |    Notice of Annual Meeting of Shareholders and Proxy Statement


awards granted in 2015 were performing at the 40-60% percentile, equating to 50% of the maximum value as of December 31, 2015. The 2014 and 2015 long-term performance-based equity awards have three year cliff vesting schedules and the final values will not be determined until December 31, 2016 and December 31, 2017, respectively.
Comparing management's achievements and the Company's share performance to the impact on compensation, the Committee decided to continue the overall compensation program, with minor adjustments to the cash bonus goals, for 2016 . Notably, the overall performance compensation program was generally structured with a view toward a three-year performance period, which, for 2014, will mature at the end of 2016. Consequently, the Committee intends to reevaluate the performance of the program over a full three-year performance cycle at the end of 2016 to determine if the program is meeting the goals the Committee set out to achieve.
Base Salary
Set forth below are the 2016 base salaries for each of the Named Executive Officers:
Executive
2016 Salary
 
Percentage Increase over 2015 Base Salary
Chairman, Chief Executive Officer and President
$
1,808,467

 
%
Senior Vice President and Chief Financial Officer
$
1,166,990

 
%
Senior Vice President of Corporate Development
$
519,841

 
%
Senior Vice President and Chief Accounting Officer
$
400,000

 
8
%
Senior Vice President and General Counsel
$
425,000

 
42
%

Annual Performance Cash Awards
The Company's annual cash incentive bonus program is a performance-based measure designed to motivate the executive officers and other members of the management team to achieve certain Company growth objectives that we believe are most likely to increase shareholder value. The program is based on the achievement of a number of specific Company performance criteria that we believe are critical for the achievement of the Company's annual strategic goals and business plan. For 2016 , the annual cash bonus for each Named Executive Officer will be comprised of four components:
40% based on the Company's achievement of established AFFO per share targets.
20% based on the Company's achievement of established dividend targets.
30% based on the achievement of established additional AFFO targets resulting from acquisitions.
10% discretionary based on the qualitative factors indicated above.
With respect to the AFFO and dividend components, a cash bonus can be earned at three different achievement levels: Threshold; Target; and Maximum. The achievement levels established by the Committee for 2016 are set forth below.
Component
Threshold
Target
Maximum
AFFO Growth
Annual AFFO per share of $2.72
Annual AFFO per share of $2.80
Annual AFFO per share of $2.90
Dividend Growth
Fourth quarter dividend per share of $0.545
Fourth quarter dividend per share of $0.56
Fourth quarter dividend per share of $0.585
Acquisition Growth
Payout determined based on the percentage of maximum target achieved
Annual effect on AFFO per share $0.13
We set the ranges of bonuses payable pursuant to the cash bonus measure for each executive as a percentage of annual base salary, as set forth below. In order to help manage total potential compensation payouts, annual cash bonus opportunities are capped at a maximum bonus level, regardless of the extent to which performance exceeds targeted levels.

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Executive
 
Threshold
 
Target
 
Maximum
Chairman, Chief Executive Officer and President
 
50
%
 
100
%
 
200
%
Senior Vice President and Chief Financial Officer
 
50
%
 
100
%
 
200
%
Senior Vice President of Corporate Development
 
50
%
 
100
%
 
200
%
Senior Vice President and Chief Accounting Officer
 
25
%
 
50
%
 
100
%
Senior Vice President and General Counsel
 
25
%
 
50
%
 
100
%
Long-Term Performance-Based Equity Awards
The Committee believes that the long-term performance-based equity award program designed for 2014, and continued in 2015 , was effective in focusing management on the Company's long-term performance in relation to its peer group and provided an effective balance against the short-term Company growth goals reflected in the cash bonus program. Awards have three-year cliff vesting with the amount of restricted shares vested at the end of the three-year period determined based on the Company's performance during such period measured against its peers. More specifically, the percentage of shares vesting at the end of the measurement period will be based on the Company's three-year total shareholder return measured against the three-year return of the companies included in the MSCI US REIT index.
The awards granted in 2014 mature on December 31, 2016. As a result, the Committee decided to continue the 2015 program for 2016 and to reevaluate the effectiveness of the program following the vesting of the first award cycle. The number of shares vesting at each performance achievement level for each Named Executive Officer are set forth below.
Executive
Below 25th Percentile
25th to less than 40th Percentile
40th to less than 60th Percentile
60th to less than 80th Percentile
Above 80th Percentile
Chairman, Chief Executive Officer and President
0
55,000

110,000

165,000

220,000

Senior Vice President and Chief Financial Officer
0
27,500

55,000

82,500

110,000

Senior Vice President of Corporate Development
0
17,500

35,000

52,500

70,000

Senior Vice President and Chief Accounting Officer
0
12,500

25,000

37,500

50,000

Senior Vice President and General Counsel
0
12,500

25,000

37,500

50,000

Annual Equity Awards
In addition to the long-term performance-based equity awards, we have established a time-based vesting award for 2016 in the same amounts granted in 2015 , with the exception of the Senior Vice President and General Counsel, which was increased from 10,000 to 12,500. Awards will vest a rate of 33.33% per year, generally subject to the executive's continued employment. The number of shares awarded to each Named Executive Officer is set forth below.
Executive
Number of
Shares
Chairman, Chief Executive Officer and President
55,000

Senior Vice President and Chief Financial Officer
27,500

Senior Vice President of Corporate Development
17,500

Senior Vice President and Chief Accounting Officer
12,500

Senior Vice President and General Counsel
12,500

Other Compensation
The Committee has the discretion to pay dividend equivalent payments to employees holding Company options received as a result of the Spin-Off as described in the Company's Prospectus effective on October 9, 2013. These payments are not expected to continue past November 1, 2016.

29 |    Notice of Annual Meeting of Shareholders and Proxy Statement


Deferred Compensation
The Company does not maintain any defined benefit pension programs for its executives. The Company maintains an elective nonqualified deferred compensation plan for executives. Pursuant to the plan, the Company's contributions under the plan are equal to 50% of the participant's deferral for the first 10% of the salary and/or bonus deferred, subject to a maximum annual Company contribution equal to 5% of the participant's salary and/or bonus. All amounts credited to an executive's account are notionally invested, as directed by the executive, in commonly available mutual funds, and the Company does not guarantee any minimum returns. The plan is unfunded and benefits are paid from the Company's general assets. However, the Company currently contributes funds into a grantor trust on a monthly basis in respect of these deferred compensation obligations. The Company generally sets aside separately the amounts deferred by the executives and the matching contributions thereon and, to protect against excess liabilities, invests such amounts in the mutual funds notionally selected by each executive. This program is described in more detail beginning on page 39 of this Proxy Statement.

Benefits and Perquisites
We believe that executives should be offered customary benefits and perquisites that are reasonable relative to the benefits provided to all employees, are consistent with competitive practices among the Company's peer group and, in certain circumstances, may address a particular reasonable issue or concern of an executive. The standard benefits offered to all of the Company's employees include medical, dental and vision insurance, group life insurance, short and long-term disability and a 401(k) with certain contributions matched by the Company (50% of employee contributions, subject to applicable contribution limits). Consistent with the objectives described above, the Company also provides certain executive officers with additional supplemental benefits and perquisites, including in limited instances, use of the Company's private aircraft where individual circumstances merit. The description and value of such supplemental benefits and perquisites in 2015 can be found on page 32 of this Proxy Statement.
Employment Agreements
No Named Executive Officers have employment agreements with the Company.
Other Compensation Policies
Hedging and Pledging Policy.     We believe that equity ownership fosters an atmosphere where directors and officers "think like owners" and are motivated to increase the long-term value of the Company by aligning their interests with those of the Company's shareholders. Accordingly, we have adopted policies generally restricting each of the Company's directors and executive officers from engaging in hedging transactions or pledging Company shares.
Compensation Clawback Policy.     The Company has a commitment to ensure that its executive officers adhere to the highest professional and personal standards. Accordingly, the Company's policy is that misconduct by any executive officer that leads to a restatement of the Company's financial results could subject executive officers to disgorge prior compensation to the extent such compensation would not have been earned based on the restated financial statements. In light of the highly regulated nature of the Company's business, the Committee would likely pursue such remedy, among others, where appropriate based on the facts and circumstances surrounding the restatement and existing laws.
Statutory and Regulatory Considerations.     In designing the Company's compensatory programs, we consider the various tax, accounting and disclosure rules associated with various forms of compensation. We also review and consider the deductibility of executive compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), which generally provides that the Company may not deduct certain compensation of more than $1 million that is paid to certain individuals. We seek to preserve the Company's tax deductions for executive compensation to the extent consistent with the Company's executive compensation objectives. However, we may also from time to time consider and grant compensation that may not be tax deductible if we believe such compensation is warranted to achieve the Company's objectives.

30 |    Notice of Annual Meeting of Shareholders and Proxy Statement


Summary Compensation Table
The following table sets forth information concerning the compensation earned during the fiscal years ended December 31, 2015 , 2014 and 2013 by the Company's Chief Executive Officer, Chief Financial Officer and the three other most highly compensated executive officers as of December 31, 2015 (collectively, the "Named Executive Officers"):
Name and Principal Position
 
Year
 
Salary ($) (1)
 
Stock
Awards ($) (2)
 
Non-Equity
Incentive Plan
Compensation
($) (3)
 
All Other
Compensation
($) (4)
 
Total ($)
Peter M. Carlino
Chairman and
Chief Executive Officer
 
2015
 
1,878,024

 
5,417,500

 
3,279,763

 
6,189,919

 
16,765,206

 
2014
 
1,808,468

 
7,087,300

 
1,910,683

 
9,745,696

 
20,552,147

 
2013
 
1,806,442

 
4,684,400

 
1,148,377

 
338,522

 
7,977,741

William J. Clifford
Senior Vice President
and Chief Financial Officer
 
2015
 
1,211,874

 
2,708,750

 
2,117,427

 
2,142,572

 
8,180,623

 
2014
 
1,166,990

 
3,543,650

 
1,236,637

 
3,419,671

 
9,366,948

 
2013
 
1,165,683

 
2,160,798

 
555,779

 
107,548

 
3,989,808

Steven T. Snyder
Senior Vice President
of Corporate Development
 
2015
 
539,835

 
1,723,750

 
944,996

 
1,086,847

 
4,295,428

 
2014
 
519,841

 
2,255,050

 
557,283

 
1,370,527

 
4,702,701

 
2013
 
519,259

 
915,119

 
165,050

 
37,467

 
1,636,895

Desiree A. Burke (5)
Senior Vice President
and Chief Accounting Officer
 
2015
 
385,817

 
1,231,250

 
337,149

 
263,864

 
2,218,080

 
2014
 
232,919

 
1,610,750

 
197,186

 
378,457

 
2,419,312

 
 
 
 
 
 
 
 
 
 
 


Brandon J. Moore (6)
Senior Vice President
and General Counsel
 
2015
 
311,538

 
985,000

 
272,240

 
31,272

 
1,600,050

 
2014
 
285,000

 
1,288,600

 
159,224

 
36,849

 
1,769,673

 
 
 
 
 
 
 
 
 
 
 
 
 

(1)
Amounts in 2013 reflect compensation earned while the executives were employed by the Company's predecessor entity, Penn National Gaming, Inc. (the "Predecessor Entity") prior to the Spin-Off for the period January 1, 2013 through October 31, 2013 and from the Company for the period November 1, 2013 through December 31, 2013. Amounts are based on W2 reported earnings, which reflects timing of wages paid.
(2)
The amounts reflect the full grant date fair value calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, "Compensation - Stock Compensation" ("ASC 718"). Included in stock awards for the years 2015 and 2014 are restricted stock and performance-based restricted stock awards granted on January 2, 2015 and April 25, 2014, respectively, relating to the Company's long-term fixed equity award grant and long-term performance-based equity award grant, respectively. Included in Stock Awards for the year 2013 are restricted stock awards granted on March 18, 2013, with exception of Mr. Carlino's awards which were granted on June 12, 2013, pursuant to the Predecessor Entity's annual equity grants. Also included in Stock Awards for the year 2013 are restricted stock awards for Executives granted on March 11, 2014, relating to the Predecessor Entity's payment of the external portion of their annual incentive plan for 2013.
(3)
The amounts in 2015 and 2014 reflect cash payments, pursuant to the Company's annual performance cash awards. For more information on the Company's annual performance cash awards, see the discussion beginning on page 20 of the "Compensation Discussion and Analysis" of this Proxy Statement. The amount in 2013 reflects cash payments, pursuant to the internal measure portion of the Predecessor Entity's annual incentive plan, which provided for the payment of incentive compensation upon the Predecessor Entity's achievement of pre-established adjusted EBITDA goals. Based on the Predecessor Entity's adjusted EBITDA performance for 2013, the executives received threshold plus 27% of the difference between threshold and target payout for the internal measure.
(4)
See All Other Compensation Table on page 32 for more information.
(5)
Ms. Burke joined the Company on April 30, 2014.
(6)
Mr. Moore joined the Company on January 2, 2014.

31 |    Notice of Annual Meeting of Shareholders and Proxy Statement


All Other Compensation Table
The following table describes each component of the All Other Compensation column of the Summary Compensation Table:
 
 
 
 
 
 
 
 
 
 
 
 
Perquisites
 
Name
 
Year
 
Company
Contributions
to Deferred
Compensation
Plan ($) (1)
 
Company
Contributions
to 401(k) ($) (2)
 
Company Dividends Related to Spin-Off
($) (3)
 
Company Paid Insurance Premiums
($) (4)
 
Club
Memberships
($)
 
Personal
Use of
Company
Vehicle
($) (5)
 
Personal
Use of
Company
Airplane
($) (6)
 
Total ($)
Peter M. Carlino
 
2015
 
189,435

 
5,300

 
5,791,097

 

 
4,575

 
2,000

 
197,512

 
6,189,919

 
2014

147,842

 
5,200

 
9,391,106

 

 
4,560

 

 
196,988

 
9,745,696

 
2013
(7)
127,632

 
8,750

 

 

 
3,402

 

 
198,738

 
338,522

William J. Clifford
 
2015
 
122,426

 
5,300

 
2,006,215

 

 

 

 
8,631

 
2,142,572

 
2014

86,138

 
5,200

 
3,300,415

 

 

 

 
27,918

 
3,419,671

 
2013
(7)
76,341

 
8,750

 

 

 

 

 
22,457

 
107,548

Steven T. Snyder
 
2015
 
54,856

 
5,300

 
1,020,436

 
6,255

 

 

 

 
1,086,847

 
2014

34,244

 
8,750

 
1,321,278

 
6,255

 

 

 

 
1,370,527

 
2013
(7)
31,326

 
6,141

 

 

 

 

 

 
37,467

Desiree A. Burke
 
2015
 
29,150

 
5,300

 
229,414

 

 

 

 

 
263,864

 
 
2014
 
10,717

 
3,172

 
364,568

 

 

 

 

 
378,457

Brandon J. Moore
 
2015
 
6,231

 
5,300

 
19,741

 

 

 

 

 
31,272

 
 
2014
 

 
5,192

 
31,657

 

 

 

 

 
36,849

 

(1)
This column reports the Company's matching contributions under the Company's Deferred Compensation Plan.
(2)
This column reports the Company's contributions to the Named Executive Officers' 401(k) savings accounts.
(3)
In connection with the Spin-Off transaction, this column reports dividends paid to the Named Executive Officers' on vested stock options converted from PENN stock options as of the time of the Spin-Off and the incremental fair value charge taken by the Company relating to dividends accrued on unvested options as of the time of Spin-Off, which was not factored into the grant date value of the awards at the time they were granted.
(4)
This column reports life insurance policy premiums paid by the Company on behalf of Mr. Snyder.
(5)
The amount allocated for personal use of a company vehicle is calculated based upon the lease value of the vehicle and an estimate of personal usage provided by the executive.
(6)
The amount allocated for personal aircraft usage is calculated based on the incremental cost to the Company for fuel, landing fees and other variable costs of operating the airplane. Since the Company's aircrafts are used for business travel, the Company does not include fixed costs that do not change based on usage, such as pilots' salaries, depreciation of the purchase cost of the aircraft and the cost of general maintenance.
(7)
Amounts in 2013 reflect other compensation earned while the executives were employed at the Predecessor Entity prior to the Spin-Off for the period January 1, 2013 through October 31, 2013 and from the Company for the period November 1, 2013 through December 31, 2013.

32 |    Notice of Annual Meeting of Shareholders and Proxy Statement


2015 Grants of Plan-Based Awards
The following table sets forth certain information regarding grants of plan-based awards relating to 2015 :
 
 
 
 
 
 
Estimated future payouts under equity incentive plan awards
 
All Other Stock Awards
Name
 
Grant Date
 
Grant
Board
Approval
Date
 
Threshold (#) (1)
 
Target (#) (1)
 
Maximum (#) (1)
 

Number of
Securities
Underlying
Stock Awards
(#) (2)
 
Grant Date
Fair Value of
Stock Awards
($) (3)
Peter M. Carlino
 
1/2/2015
 
12/3/2014
 
 
 
 
 
 
 
55,000

 
1,613,700

 
 
1/2/2015
 
12/3/2014
 
0
 
110,000

 
220,000

 
 
 
3,803,800

William J. Clifford
 
1/2/2015
 
12/3/2014
 
 
 
 
 
 
 
27,500

 
806,850

 
 
1/2/2015
 
12/3/2014
 
0
 
55,000

 
110,000

 
 
 
1,901,900

Steven T. Snyder
 
1/2/2015
 
12/3/2014
 
 
 
 
 
 
 
17,500

 
513,450

 
 
1/2/2015
 
12/3/2014
 
0
 
35,000

 
70,000

 
 
 
1,210,300

Desiree A. Burke
 
1/2/2015
 
12/3/2014
 
 
 
 
 
 
 
12,500

 
366,750

 
 
1/2/2015
 
12/3/2014
 
0
 
25,000

 
50,000

 
 
 
864,500

Brandon J. Moore
 
1/2/2015
 
12/3/2014
 
 
 
 
 
 
 
10,000

 
293,400

 
 
1/2/2015
 
12/3/2014
 
0
 
20,000

 
40,000

 
 
 
691,600

 

(1)
Awards represent performance-based restricted stock with cliff vesting at the end of the performance period beginning on January 2, 2015 and ending on December 31, 2017. The amount of restricted shares vested at the end of the performance period can range from zero to a maximum of 200% of target, depending on the level of achievement of the performance goals measured against the return of the companies included in the MSCI US REIT Index over the measurement period. In the event of a change in control, awards vest immediately at target level or, if greater, the actual level of achievement as of the date of the Change of Control, annualized for the entire performance period. For more information on the Company's performance-based equity awards, see the discussion beginning on page 19 of the "Compensation Discussion and Analysis" of this Proxy Statement.
(2)
Awards represent restricted stock awards granted to the Named Executive Officers as part of their annual compensation. All grants have vesting over three years, 33.33% on the first anniversary of the date of grant and 33.33% on each succeeding anniversary. In the event of a change in control, awards vest immediately.
(3)
Represents the full grant date fair value of awards under ASC 718. Generally, the full grant date fair value is the amount the Company would expense in its financial statements over the award's vesting period. The Company utilized a third party valuation firm to measure the fair value of the performance-based restricted stock awards at grant date using the Monte Carlo model. Additional information regarding the calculation of the grant date fair value is included in footnote 4 to the Company's audited financial statements of the Company's Annual Report on Form 10-K for the year ended December 31, 2015 .

33 |    Notice of Annual Meeting of Shareholders and Proxy Statement


Outstanding 2015 Equity Awards at Fiscal Year-End
The following table sets forth information concerning equity awards outstanding as of December 31, 2015 :
 
 
 
 
Option Awards
 
 
 
Stock Awards
 
 
 
 
Number of Securities Underlying
Unexercised Options:
 
 
 
 
 
 
 
 
 
 
 
 
Name
 
Stock
Ticker
 
Exercisable
(#)
 
Unexercisable
(#) (1)
 
Option
Exercise
Price ($)
 
Option
Expiration
Date
 
Stock
Ticker
 
Stock
Award
Grant Date
 
Number of
Shares or
Units Held that
Have Not
Vested (#)
 
Market Value of
Shares or Units
Held that Have
Not Vested ($)(5)
Peter M. Carlino
 
GLPI
 
483,194

 

 
19.22

 
1/12/2016
 
GLPI
 
2/6/2012
(3)
17,784

 
494,395

 
 
GLPI
 
483,194

 

 
24.15

 
1/2/2017
 
GLPI
 
1/29/2013
(3)
33,824

 
940,307

 
 
GLPI
 
483,194

 

 
15.78

 
1/2/2017
 
GLPI
 
6/12/2013
(2)
53,069

 
1,475,318

 
 
GLPI
 
483,194

 

 
20.40

 
1/3/2018
 
GLPI
 
3/11/2014
(2)
20,025

 
556,695

 
 
GLPI
 
483,194

 

 
17.34

 
7/8/2018
 
GLPI
 
4/25/2014
(2)
36,666

 
1,019,315

 
 
GLPI
 
362,395

 
120,799

 
22.09

 
1/3/2019
 
GLPI
 
4/25/2014
(4)
220,000

 
6,116,000

 
 
PENN
 
84,123

 

 
9.70

 
1/2/2017
 
GLPI
 
1/2/2015
(2)
55,000

 
1,529,000

 
 
PENN
 
84,123

 

 
6.34

 
1/2/2017
 
GLPI
 
1/2/2015
(4)
220,000

 
6,116,000

 
 
PENN
 
84,123

 

 
8.19

 
1/3/2018
 
PENN
 
2/6/2012
(3)
14,145

 
226,603

 
 
PENN
 
84,123

 

 
6.96

 
7/8/2018
 
PENN
 
1/29/2013
(3)
26,903

 
430,986

 
 
PENN
 
63,092

 
21,031

 
8.88

 
1/3/2019
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
William J. Clifford
 
GLPI
 
32,155

 

 
19.22

 
1/12/2016
 
GLPI
 
2/6/2012
(3)
8,606

 
239,247

 
 
GLPI
 
132,155

 

 
24.15

 
1/2/2017
 
GLPI
 
1/29/2013
(3)
16,369

 
455,058

 
 
GLPI
 
198,233

 

 
15.78

 
1/2/2017
 
GLPI
 
3/18/2013
(2)
18,859

 
524,280

 
 
GLPI
 
198,233

 

 
20.40

 
1/3/2018
 
GLPI
 
3/11/2014
(2)
9,691

 
269,410

 
 
GLPI
 
198,232

 

 
17.34

 
7/8/2018
 
GLPI
 
4/25/2014
(2)
18,333

 
509,657

 
 
GLPI
 
148,674

 
49,559

 
22.09

 
1/3/2019
 
GLPI
 
4/25/2014
(4)
110,000

 
3,058,000

 
 
PENN
 
100,000

 

 
9.70

 
1/2/2017
 
GLPI
 
1/2/2015
(2)
27,500

 
764,500

 
 
PENN
 
150,000

 

 
6.34

 
1/2/2017
 
GLPI
 
1/2/2015
(4)
110,000

 
3,058,000

 
 
PENN
 
150,000

 

 
8.19

 
1/3/2018
 
PENN
 
2/6/2012
(3)
6,845

 
109,657

 
 
PENN
 
150,000

 

 
6.96

 
7/8/2018
 
PENN
 
1/29/2013
(3)
13,020

 
208,580

 
 
PENN
 
112,500

 
37,500

 
8.88

 
1/3/2019
 
PENN
 
3/18/2013
(2)
15,000

 
240,300

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Steven T. Snyder
 
GLPI
 
88,519

 

 
19.22

 
1/12/2016
 
GLPI
 
2/6/2012
(3)
2,556

 
71,057

 
 
GLPI
 
89,334

 

 
24.15

 
1/2/2017
 
GLPI
 
1/29/2013
(3)
4,862

 
135,164

 
 
GLPI
 
92,509

 

 
15.78

 
1/2/2017
 
GLPI
 
3/18/2013
(2)
8,801

 
244,668

 
 
GLPI
 
92,509

 

 
20.40

 
1/3/2018
 
GLPI
 
3/11/2014
(2)
2,878

 
80,008

 
 
GLPI
 
88,085

 

 
17.34

 
7/8/2018
 
GLPI
 
4/25/2014
(2)
11,666

 
324,315

 
 
GLPI
 
69,381

 
23,128

 
22.09

 
1/3/2019
 
GLPI
 
4/25/2014
(4)
70,000

 
1,946,000

 
 
PENN
 
10,000

 

 
9.70

 
1/2/2017
 
GLPI
 
1/2/2015
(2)
17,500

 
486,500

 
 
PENN
 
70,000

 

 
8.19

 
1/3/2018
 
GLPI
 
1/2/2015
(4)
70,000

 
1,946,000

 
 
PENN
 
66,653

 

 
6.96

 
7/8/2018
 
PENN
 
2/6/2012
(3)
2,033

 
32,569

 
 
PENN
 
52,500

 
17,500

 
8.88

 
1/3/2019
 
PENN
 
1/29/2013
(3)
3,867

 
61,949

 
 
 
 
 
 
 
 
 
 
 
 
PENN
 
3/18/2013
(2)
7,000

 
112,140

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Desiree A. Burke
 
GLPI
 
33,038

 

 
24.15

 
1/2/2017
 
GLPI
 
2/6/2012
(3)
886

 
24,631

 
 
GLPI
 
16,520

 

 
15.78

 
1/2/2017
 
GLPI
 
1/29/2013
(3)
1,686

 
46,871

 
 
GLPI
 
33,039

 

 
20.40

 
1/3/2018
 
GLPI
 
3/18/2013
(2)
3,143

 
87,375

 
 
GLPI
 
33,039

 

 
17.34

 
7/8/2018
 
GLPI
 
3/11/2014
(2)
5,628

 
156,458

 
 
GLPI
 
24,779

 
8,260

 
22.09

 
1/3/2019
 
GLPI
 
4/25/2014
(2)
8,333

 
231,657

 
 
PENN
 
6,250

 

 
8.19

 
1/3/2018
 
GLPI
 
4/25/2014
(4)
50,000

 
1,390,000

 
 
PENN
 
6,250

 
6,250

 
8.88

 
1/3/2019
 
GLPI
 
1/2/2015
(2)
12,500

 
347,500

 
 
 
 
 
 
 
 
 
 
 
 
GLPI
 
1/2/2015
(4)
50,000

 
1,390,000

 
 
 
 
 
 
 
 
 
 
 
 
PENN
 
2/6/2012
(3)
705

 
11,294

 
 
 
 
 
 
 
 
 
 
 
 
PENN
 
1/29/2013
(3)
1,341

 
21,483

 
 
 
 
 
 
 
 
 
 
 
 
PENN
 
3/18/2013
(2)
2,500

 
40,050

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

34 |    Notice of Annual Meeting of Shareholders and Proxy Statement


Brandon J. Moore
 
GLPI
 
3,304

 

 
14.87

 
3/22/2017
 
GLPI
 
3/18/2013
(2)
628

 
17,458

 
 
GLPI
 
9,912

 

 
20.40

 
1/3/2018
 
GLPI
 
3/11/2014
(2)
4,629

 
128,686

 
 
GLPI
 
9,912

 
3,304

 
22.09

 
1/3/2019
 
GLPI
 
4/25/2014
(2)
6,666

 
185,315

 
 
PENN
 
2,500

 
2,500

 
8.88

 
1/3/2019
 
GLPI
 
4/25/2014
(4)
40,000

 
1,112,000

 
 
 
 
 
 
 
 
 
 
 
 
GLPI
 
1/2/2015
(2)
10,000

 
278,000

 
 
 
 
 
 
 
 
 
 
 
 
GLPI
 
1/2/2015
(4)
40,000

 
1,112,000

 
 
 
 
 
 
 
 
 
 
 
 
PENN
 
3/18/2013
(2)
500

 
8,010

 
(1)
Options vest over four years, 25% on the first anniversary of the date of grant and 25% on each succeeding anniversary. In the event of a change in control, options vest immediately.
(2)
Represents restricted stock awards. The forfeiture provisions on the restricted stock awards granted on March 18, 2013 and June 12, 2013, lapse 25% on each of the first, second, third and fourth anniversary of the date of grant. The forfeiture provisions on the restricted stock awards granted March 11, 2014, April 25, 2014, and January 2, 2015 lapse 33.33% on each of the first, second, and third anniversary of the date of grant. In the event of a change in control, the forfeiture restrictions on restricted stock lapse immediately.
(3)
Represents phantom stock unit awards. Awards granted February 6, 2012 and January 29, 2013, are scheduled to vest over four years, 25% on the first anniversary of the date of grant and 25% on each succeeding anniversary. In the event of a change in control, the forfeiture restrictions on restricted stock lapse immediately.
(4)
Represents maximum achievement of the performance-based restricted stock awards. The amount of restricted stock to actually vest at the end of the performance period can range from zero to the maximum as described in the long-term performance-based equity awards section on page 19 of the "Compensation Discussion and Analysis " of this Proxy Statement. The forfeiture provisions on the performance-based restricted stock awards granted April 25, 2014 and January 2, 2015, lapse at the end of the measurement period, December 31, 2016 and 2017, respectively. In the event of a change in control, awards vest immediately at target level or, if greater, the actual level of achievement as of the date of the Change of Control, annualized for the entire performance period.
(5)
Calculated based on the closing price of the Company's common stock on December 31, 2015 ( $16.02 for PENN and $27.80 for GLPI), which was the last trading day of 2015 .

35 |    Notice of Annual Meeting of Shareholders and Proxy Statement


2015 Option Exercises and Stock Vested
The following table sets forth information concerning options exercised, restricted stock awards vested, and phantom stock unit awards vested during fiscal 2015 :

 
 
 
 
Option Awards
 
Stock Awards
 
Phantom Stock Unit Awards
Name
 
Stock
Ticker
 
Number of
Shares
Acquired
on Exercise
(#)
 
Value
Realized on
Exercise ($) (1)
 
Number of
Shares
Acquired
on Vesting
(#)
 
Value
Realized on
Vesting ($) (1)
 
Number of
Shares
Acquired
on Vesting (#)
 
Value
Realized on
Vesting ($) (1)
Peter M. Carlino (2)
 
GLPI
 
1,387,250

 
19,887,262

 
54,881

 
2,002,183

 
48,756

 
1,574,900

 
 
PENN
 
325,639

 
2,681,798

 

 

 
38,780

 
630,819

William J. Clifford
 
GLPI
 
298,233

 
4,254,018

 
23,443

 
855,498

 
21,714

 
705,622

 
 
PENN
 
250,000

 
3,046,944

 
7,500

 
122,850

 
17,270

 
278,567

Steven T. Snyder
 
GLPI
 
46,255

 
720,935

 
11,675

 
426,238

 
6,846

 
221,497

 
 
PENN
 
127,598

 
1,185,263

 
3,500

 
57,330

 
5,445

 
88,370

Desiree A. Burke
 
GLPI
 
36,343

 
631,479

 
8,552

 
312,257

 
2,339

 
75,764

 
 
PENN
 
23,500

 
172,555

 
1,250

 
20,475

 
1,861

 
30,156

Brandon J. Moore
 
GLPI
 

 

 
5,964

 
217,845

 

 

 
 
PENN
 
12,500

 
116,950

 
250

 
4,095

 

 


 

(1)
Value realized reflects the difference between the per-share closing price of the Company's common stock on the date of exercise and the option's exercise price for options and the closing price of the Company's common stock on the day prior to vesting for awards, not the grant date fair value disclosed elsewhere in this proxy statement.
(2)
As part of the Spin-Off, Mr. Carlino exchanged stock awards to acquire Penn common stock for awards to acquire GLPI common stock; therefore there are no Penn award vestings reported for Mr. Carlino.


36 |    Notice of Annual Meeting of Shareholders and Proxy Statement


Potential Payments Upon Termination or Change-in-Control
The Named Executive Officers are entitled to accelerated vesting of equity-based incentive awards under the 2013 Long Term Incentive Compensation Plan (the "Plan") upon a change in control and, under certain circumstances, in the event of termination. The information below describes and quantifies compensation that would become payable and that which is accelerated assuming that such termination was effective December 31, 2015 .


Executive Payments