UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.          )

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

Payment of Filing Fee (Check the appropriate box):

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Dear Fellow Shareholders,

The Board of Directors of Gaming and Leisure Properties, Inc. cordially invites you to attend the 2020 Annual Meeting of Shareholders (the “Annual Meeting”). Due to the public health impact and concerns surrounding the coronavirus (COVID-19) pandemic, to comply with government directives and support the health and well-being of our shareholders, the Annual Meeting will be conducted in a virtual format on June 11, 2020 at 12:00 p.m. EDT. Shareholders will be able to listen, vote and submit questions from the safety of their home or any other remote location. Information on how to participate in this year’s virtual Annual Meeting can be found in the Notice of Annual Meeting of Shareholders.  We fully intend to continue our tradition of holding an in-person meeting at which directors and management can interact with shareholders in 2021.

2019 was an extraordinary, record-setting year for our Company and shareholders by almost every measure.  We excelled in the triple-net category, achieving a total shareholder return (TSR) of 43% in 2019. The Company’s TSR for the three-year period ending December 31, 2019 ranked first among the Company’s triple-net REIT measurement group and in the top 10% of REITs in the US MSCI REIT Index.  Additionally, our dividend was increased to $2.80 per share and our equity reached a new high.  Unfortunately, in 2020, safety measures related to COVID-19 led to property closures across our entire portfolio within a matter of days.  We are working to collaboratively navigate the unprecedented, challenging environment with our tenants to ensure that each is best positioned for the recovery as our country begins to re-open, while also upholding the rights and protections in our lease agreements for the benefit of our shareholders.  As we support our tenants in their preparations to bring our facilities back online as quickly and intelligently as possible, we continue to recognize that preserving and enhancing value is our foremost priority.

We were excited to end 2019 with the announcement of the addition of Carol “Lili” Lynton to our Board of Directors.  Ms. Lynton’s experience complements and enhances the diverse array of skillsets, attributes and perspectives of our directors and management team.  Our Board’s active engagement to address both the short-term needs and long-term strategies necessary to meet our stakeholders’ expectations in an evolving gaming REIT landscape has helped to shape and refine the Company’s strategy and will be even more critical to evaluate and refine the Company’s strategy during this challenging time.

At this year’s Annual Meeting you will be asked to: (i) elect experienced and distinguished directors to serve until the 2021 Annual Meeting of the Shareholders and until their respective successors are duly elected and qualified; (ii) approve our Second Amended and Restated 2013 Long-Term Incentive Compensation Plan; (iii) ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2021 fiscal year; and (iv) approve, on advisory basis, the Company’s executive compensation. The accompanying Notice of Annual Meeting of Shareholders and Proxy Statement describe these matters in detail. Please read this information carefully.

The Board of Directors unanimously believes that each of these matters is advisable and will support the best interest of our Company and our shareholders. Accordingly, the Board of Directors recommends a vote FOR each of the proposals.

Despite the challenges before us with the COVID-19 pandemic, we will continue to carefully push forward in the best interests of our shareholders and stakeholders. This Company was built upon, and will continue to operate upon, a strong foundation for continued growth and success.

Thank you for your support and confidence.

Sincerely,

Peter M. Carlino

Chairman and Chief Executive Officer

NOTICE OF VIRTUAL-ONLY MEETING OF SHAREHOLDERS ON JUNE 11, 2020

Under the circumstances surrounding the COVID-19 situation, Gaming and Leisure Properties, Inc. (the “Company” or “GLPI”) has decided to forego the opportunity to meet with its shareholders in person this year to conduct the required annual business of GLPI. Instead, the Company's 2020 annual meeting of shareholders (the “Annual Meeting”) will be held on Thursday, June 11, 2020 at 12:00 p.m. (EDT) by means of a live virtual-only on-line webcast, for the purpose of considering and acting on the following proposals:

Shareholders of record of the Company's common stock (Nasdaq: GLPI) as of the close of business on April 6, 2020 are entitled to vote at the Annual Meeting and any postponements or adjournments of the meeting.

The Company looks forward to resuming in-person annual meetings with shareholders beginning in 2021.

By order of the Board of Directors,

Peter M. Carlino

Chairman of the Board of Directors

Wyomissing, Pennsylvania

April 29, 2020

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Your Vote is Important

Please vote as promptly as possible by using the Internet or by telephone or by signing, dating and returning the Proxy Card mailed to those who receive paper copies of this Proxy Statement. You may also vote at the Annual Meeting by following the instructions in this Proxy Statement. This Notice of Annual Meeting and accompanying Proxy Statement are first being made available to our shareholders on or about April 29, 2020.

REGISTRATION AND ACCESS TO THE 2020 VIRTUAL-ONLY ANNUAL MEETING

The annual meeting of the shareholders in 2020 will be held only virtually over the Internet by means of a live audio webcast (the "Virtual Annual Meeting"). The Company will not conduct an in-person meeting of shareholders in 2020.  Only shareholders who own GLPI common stock as of the close of business on April 6, 2020 will be entitled to attend the Virtual Annual Meeting. Any shareholder wishing to attend the Virtual Annual Meeting must register in advance. To register for the Virtual Annual Meeting, please follow these instructions as applicable to the nature of your ownership of our common stock:

Registered Shareholders

If your shares are registered in your name with GLPI’s transfer agent, Continental Stock Transfer & Trust Company (“Continental Stock Transfer”), and you wish to attend the Virtual Annual Meeting, go to www.cstproxy.com/glpropinc/2020 , enter the control number you received on your proxy card or notice of the meeting and click on the “ Click here to preregister for the online meeting ” link at the top of the page. Immediately prior to the start of the Virtual Annual Meeting, you will need to log back into the meeting site using your control number. You must register before the meeting starts.

Beneficial Shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record)

Beneficial shareholders who wish to attend the Virtual Annual Meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial shareholders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the Virtual Annual Meeting. You will receive an e-mail prior to the meeting with a link and instructions for entering the Virtual Annual Meeting. Beneficial shareholders should contact Continental Stock Transfer on or before June 3, 2020.

Shareholders participating in the Virtual Annual Meeting will be in a listen-only mode and will not be able to speak during the webcast. However, in order to maintain the interactive nature of the Virtual Annual Meeting, virtual attendees are able to:

Shareholders may submit questions or comments during the meeting through the Virtual Annual Meeting portal by typing in the “Submit a question” box.

Shareholders will also have the option to call in to the Virtual Annual Meeting and listen by telephone by calling :

Optional telephone access (listen-only) :

Within the U.S. and Canada: +1 888-965-8995   (toll-free)

Outside of the U.S. and Canada: +1 415-655-0243 (standard rates apply)

Passcode for telephone access:

52625384#

TABLE OF CONTENTS

Proxy Summary		6		Audit and Compliance Committee Report	50
Social Responsibility, Environmental Sustainability and Related Policies		13		Certain Relationships and Related Person Transactions	51
Proposal 1 - Election of Directors		16		Security Ownership of Certain Beneficial Owners and Management	53
Executive Compensation		27
	Executive Summary	28		Equity Compensation Plan Information	55
	Compensation Philosophy and Objectives	31		Section 16(a) Beneficial Ownership Reporting Compliance	56
	Key Compensation Practices	31
	Annual Review and Approval Process	32		Proposal 2 - Approval of Second Amended and Restated 2013 Long-Term Incentive Compensation Plan	57
	Overview of 2019 Compensation	34
	Overview of Compensation Program for 2020	38		Proposal 3 - Ratification of Independent Registered Public Accounting Firm	64
	Employment Agreements	39
	Other Compensation Policies	39		Proposal 4 - Advisory (Non-Binding) Vote to Approve the Company's Executive Compensation	65
	Compensation Committee Report	40
	Summary Compensation Table	41		Frequently Asked Questions	66
	All Other Compensation Table	42		Other Matters	70
	2019 Grants of Plan-Based Awards	43		Shareholder Proposals and Director Nominations for 2021 Annual Meeting of Shareholders	70
	Outstanding 2019 Equity Awards at Fiscal Year-End	44
	2019 Option Exercises and Stock Vested	45		Annual Report to Shareholders	70
	2019 Nonqualified Deferred Compensation	46
	Potential Payments Upon Termination or Change-of-Control	47		Delivery of Documents to Shareholders Sharing an Address	70
	CEO Pay Ratio	49
				Appendix A: Second Amended and Restated 2013 Long-Term Incentive Compensation Plan

PROXY SUMMARY

This Proxy Statement is furnished to you in connection with the solicitation of proxies by the Board of Directors of Gaming and Leisure Properties, Inc. ("GLPI", the "Company", "we", "us" and "our") for the Annual Meeting of Shareholders of the Company to be held by means of a live virtual-only online webcast on June 11, 2020 (the "Annual Meeting"), and any postponements or adjournments of the meeting.

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 2019 performance, please review the Company's Annual Report to Shareholders for the year ended December 31, 2019.

2020 ANNUAL MEETING OF SHAREHOLDERS

On or about April 29, 2020, 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.

VOTING MATTERS

BOARD NOMINEES

The following table provides summary information about the director nominees.

The following matrix summarizes the skills and experience of our Board nominees:

2019 PERFORMANCE HIGHLIGHTS

Top Performance

Consistent Results

GLPI has produced consistent increases in dividends and adjusted funds from operations ("AFFO") since the spin-off from Penn National Gaming, Inc. ("Penn") in 2013.

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(1)	December 31, 2014 excludes one-time dividends of $11.84 and $0.40 per share paid to shareholders on February 18, 2014 and  December 19, 2014, respectively.

EXECUTIVE COMPENSATION

Gaming REITs - Unique Position

On November 1, 2013, we emerged as a publicly traded company through a tax-free spin-off from Penn.  We were the first triple-net real estate investment trust ("REIT") focused entirely on the ownership and leasing of gaming properties, establishing a new category of gaming REITs.  This innovative approach ignited a wave of conversions that included some of the largest gaming companies in the industry - MGM Resorts International, Caesars Entertainment Corporation and Pinnacle Entertainment, Inc.  Today, there are three publicly traded gaming REITs.  GLPI differs from more traditional REITs in several key aspects:

Success in this segment of the REIT industry requires gaming experience as well as the ability to solve complex accounting, legal and tax issues.  The Compensation Committee has determined that compensating our executive management using a REIT Global Industry Classification Standard (GICS) code is not appropriate given our operations and the talent required to support the complex and unique nature of our business.  The Compensation Committee designed the executive compensation program to attract and retain executive talent with the necessary experience in, and understanding of, gaming assets while recognizing that performance metrics should reflect the Company's operation as a triple-net REIT.

We have implemented a two-pronged approach:

(1) offer base salaries competitive with the Company's gaming peers to attract and retain the unique skill sets necessary to appropriately value properties with revenues primarily derived from gaming operations; and

(2) offer performance-based compensation designed to appropriately motivate our executives to drive shareholder value in the competitive REIT market.

By focusing on the Company's gaming peers in establishing base salary and the Company's REIT peers in structuring performance incentives, we believe our compensation program is successful in attracting and retaining high-performing talent with the experience and skills necessary for acquiring assets in accretive transactions and driving shareholder value.

2019   Named Executive Officer Compensation

In 2019, the total potential compensation opportunity of the Company's Chief Executive Officer ("CEO") and other named executive officers (together with the CEO, the "NEOs") consisted of the following:

The base salary of our CEO is competitive with the Company's gaming peers and has not been increased since 2012, which is the same salary he received as the Chief Executive Officer of Penn.  It is the Compensation Committee's intention to continue with the policy of not increasing Mr. Carlino's base salary for the foreseeable future.

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RESPONSIVE TO SHAREHOLDER FEEDBACK

Our Board of Directors values the opinions of our shareholders.  We have a strong track-record of responding to shareholder feedback. Since 2015, our Board of Directors and its committees have taken shareholder concerns seriously and responded promptly. 

During 2019, we accommodated meeting requests from institutions that contacted management throughout the year. Specifically, we held over 200 in-person meetings with shareholders to discuss various key corporate matters and solicit feedback from those shareholders. The Company hosted several investors at its corporate office while other outreach efforts were conducted at industry conferences. The Company also embarked upon eight (8) non-deal roadshows that took place in major metropolitan areas across the country. Topics discussed at these outreach efforts ranged from capital allocation process and strategy, balance sheet management, capital markets strategy, gaming industry perspective, tenant relationships, regional gaming, real estate's unique investment merits, the Company's unique competitive advantages, corporate governance, risk management practices, environmental, social and corporate governance (“ESG”) matters, and executive compensation. The Company finds this shareholder engagement invaluable and intends to continue this practice to ensure that it is continually considering and, where necessary or appropriate, addressing shareholder concerns.

SOCIAL RESPONSIBILITY, ENVIRONMENTAL SUSTAINABILITY AND RELATED POLICIES

We believe that environmental and community stewardship is an integral component of growing shareholder value and we are committed to fostering a corporate culture that encourages and seeks the betterment of the Company and the communities in which we operate or conduct business. With this in mind, we endeavor to integrate environmental, social and governance practices that create long-term economic value for our shareholders, employees and other constituents. For example, in March 2020, we amended the Nominating and Corporate Governance Committee's charter to formally establish the Committee's oversight responsibility for strategies, activities, policies and communications regarding sustainability and ESG-related matters. In addition, in March 2020, we amended and restated our Code of Business Conduct ("Code of Conduct") to formally expand upon topics including equal employment opportunity, non-discrimination, health, safety, the environment and respect for human rights. We strive to expand and communicate our sustainability and ESG-related initiatives and commitments in meaningful ways and improve the level of engagement across our various stakeholders.

Corporate   Culture   and   Employee   Engagement

We strive to maintain a corporate environment that fosters a sense of community and well-being and that encourages our employees to focus on their long-term success along with the long-term success of the Company. We offer, among other things, competitive and balanced compensation programs on par with those of our peers and competitors that include well-rounded healthcare, prescription drug and disability insurance benefits for our employees and their families, participation in a 401(k) plan, with a matching contribution by the Company, competitive paid time-off benefits, a parental leave program that applies to both women and men and an employee assistance plan that provides professional support, access to special programs and certain resources to our employees experiencing personal, work, financial or family related issues.

We realize that continuous engagement with our employees is vital to driving successful, meaningful outcomes. Senior level management conducts regularly scheduled “town-hall” style meetings with corporate employees to address topics such as business operations, strategy, and market conditions while fostering an environment and corporate culture of open dialogue and collaboration.   Small group meetings and “lunch and learns” are held to discuss employee and customer feedback and areas for improvement. Performance reviews are conducted at least annually at each of our owned casinos, during which employees and managers address goals, development opportunities, strengths and weaknesses. We believe these initiatives facilitate both strong and productive conversations across our organization and an open feedback culture.

We are passionate about developing and growing our talent. We devote substantial efforts to retaining, motivating and supporting our employees by providing access to such benefits and opportunities as tuition reimbursement, professional development reimbursement and internal growth and advancement. We created a Leadership Academy to cultivate management and leadership skills to empower our employees to succeed. Our employees are one of our most important assets and we recognize and reward individual and collective contributions to our growth and success.

Growth should not lay only within our organizational walls - education has the power to dramatically strengthen the communities where we operate. Each year, we participate in various educational and recruitment outreach programs, including local college and university job fairs, veteran career expos, on-site open house recruitment and internship opportunities.

We view providing our employees with a healthy and safe working environment as essential. Our goal is to reduce the potential for injury or illness by maintaining safe working conditions, such as providing proper tools and training to all employees. Our corporate headquarters and Hollywood Casino Baton Rouge and Hollywood Casino Perryville (such casinos, the "TRS Properties") are smoke-free environments. Additionally, we offer resources to our employees to encourage healthy habits, such as tobacco cessation and health coaches for those employees with certain chronic conditions, including but not limited to diabetes and asthma.

We recognize and respect the freedom of employees to exercise their lawful rights and free association and collective bargaining. Certain of our employees at Hollywood Casino Perryville are currently represented by labor unions. We value the relationships we have with not only those employees but their representation as well.

Diversity &   Inclusion

We believe that maintaining and promoting a diverse and inclusive workplace where every employee feels valued and respected is essential for us to grow as a company. As such, we are focused on cultivating a diverse and inclusive culture where our employees can freely bring diverse perspectives and varied experiences to work. We seek to hire and retain highly talented employees and empower those employees to create value for our shareholders. In our employee recruitment and selection process and operation of our business, we adhere to equal employment policies and provide annual trainings on diversity and inclusion. As of December 31, 2019, approximately 48% of our employees identify as women and 51% of our employees are minority.

We employ, train and refresh our employees in accordance with our nondiscriminatory, inclusive practices and policies implemented to prevent discrimination and protect our employees, customers and stakeholders from offensive and harmful behaviors.

All of our employees are required to acknowledge receipt of our Code of Conduct, upon starting employment and on an annual basis, which sets out basic principles, guidelines and prohibitions to guide all employees, officers and directors of the Company, which relate to, among other topics, conflicts of interest, health and safety, respect for the environment, equal employment opportunity, non-discrimination, anti-harassment, complying with insider trading prohibitions, reporting suspected violations of the Code of Conduct, and prohibitions on retaliation for complying with the Code of Conduct.

Responsible Gaming

We are committed to a policy of responsible gaming. In alignment with this core value, our casinos have established a set of policies and guidelines modeled after the American Gaming Association’s Code of Conduct for Responsible Gaming. This set of policies and guidelines establishes minimum standards that address problem gambling, underage gambling, improper use of alcohol, responsible marketing and advertising and the prevention of unattended minors. Our casinos use a variety of approaches to promote responsible gaming including employee training programs, customer awareness campaigns, self-exclusion and financial restriction programs, written procedures for recognizing and managing these issues, use of outside experts, and ongoing monitoring and review to gauge the effectiveness of these programs.

Community Service and Philanthropy

We take an active role in supporting the communities in which we operate by partnering with local and national organizations to administer charitable contributions, provide community service and organize the donation of goods to assist local families in need.  Through our non-profit partnerships, we partner with organizations such as Habitat for Humanity to build and improve places for families to call home, the Salvation Army, through its Angel Tree program, and the United States Marine Corps Reserve, through its Toys for Tots program, to provide new clothing and toys to children during the holidays and Ray of Hope to facilitate the donation of new or gently used coats.  Our Hollywood Casino Perryville employees participate in the Cecil Cares initiative, a county-wide day of service coordinated by the Cecil County Department of Community Services, the Special Olympics and Project Clean Stream, an initiative focused on restoring clean waters to local streams, creeks and rivers in the Chesapeake Bay region.  We also invest in our local communities through charitable contributions to such organizations as the Louisiana Casino Association, Woman’s Hospital, one of the first women’s specialty hospitals in the nation, the Alzheimer’s Association and the National Multiple Sclerosis Society. We believe that our dedication to being a responsible corporate citizen has a direct and positive impact in the communities in which we operate and contributes to the strength of our reputation and our financial performance.

Environmental Stewardship

We strive to identify and implement sustainable business practices to minimize our environmental impact and improve our efficient use of resources over time with a particular emphasis on energy, water and indoor environmental quality. For our TRS Properties and our corporate headquarters, our focus on sustainable environmental practices is demonstrated by how we manage and operate these buildings and plan for the future. For example, in an effort to continue to conserve energy and become greener, Hollywood Casino Perryville partnered with Rich Energy Solutions, a consulting firm focused on helping clients improve their energy efficiency, to develop a program to reduce its energy consumption and environmental footprint. In connection with such program, Hollywood Casino Perryville has, among other things, removed its fluorescent light fixtures in favor of lower energy usage LED lighting fixtures and installed lighting controls to automatically turn lights on and off as needed to conserve energy and reduce costs. Similarly, Hollywood Casino Baton Rouge has adopted a LED lighting initiative and installed hand dryers throughout the property to reduce towel waste. At our corporate headquarters, we promote environmental and energy efficiency awareness and encourage practices such as powering down office equipment at the end of the day and recycling paper waste. In addition, our headquarters building was constructed in 2015 with such efficiencies in mind and implemented similar efficiency and conservation measures which include, among other things, the installation of motion sensor lighting throughout our corporate headquarters and a sophisticated rain water management system that includes semi-permeable paving with an underground collection and distribution apparatus that helps to reduce flooding and pollutants in run-off.

The remaining properties in our portfolio are leased to gaming operators in triple-net lease arrangements, meaning each gaming operator is ultimately responsible for maintaining the buildings including controlling their energy usage and the implementation of environmentally sustainable practices. We are committed to promoting awareness, influencing and engaging with our tenants where possible regarding sustainability practices and environmentally beneficial energy solutions. As such, many of our tenants have implemented similar efficiency and conservation measures in recent capital expenditure projects. For example, in 2019, cost-saving indoor and outdoor LED lighting retrofits were completed at our tenant facilities as well as the installation of guest room occupancy-based thermostats, building management systems upgrades and electronic vehicle charging stations.

CODE OF BUSINESS CONDUCT

Our Code of Conduct applies to all of our employees, officers and directors, including those officers responsible for financial reporting. Our Code of Conduct was amended in March 2020. The Code of Conduct was strengthened by adding additional language about our policies concerning equal employment opportunity, non-discrimination, anti-harassment, anti-bribery, and health and safety, among other things, and clarifies the process for reporting suspected violations.  Disclosure regarding any amendments to the Code of Conduct, 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.  Employees are provided a copy of the Code of Conduct at the commencement of their employment with the Company and annually thereafter. Our Code of  Conduct 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. Our Corporate Governance Guidelines were amended in March 2020 to further demonstrate our commitment to Board diversity. These guidelines cover a number of areas, including the size and composition of our Board of Directors, board membership criteria and director qualifications, board diversity, director responsibilities, roles of the Chairman and CEO, roles of independent directors, resignation policy, committee responsibilities and assignments, stock ownership guidelines, the role of our Lead Independent Director, 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.

PROPOSAL 1 – ELECTION OF DIRECTORS

At our Annual Meeting, shareholders will be asked to elect seven (7) directors to hold office until our 2021 Annual Meeting of Shareholders. The nominees were recommended and approved for nomination by our Nominating and Corporate Governance Committee. Elected directors will serve until their successors have 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 nominees recommended by our Board of Directors, unless you mark the proxy in such a manner as to withhold authority to vote. If any of the nominees for any reason are unable to serve or will not serve, the proxies may be voted for such substitute nominees as the proxy holder may determine. We are not aware of any reason that the nominees will be unable to serve as a director.

Peter M. Carlino, Lili Lynton, Joseph W. Marshall, III, James B. Perry, Barry F. Schwartz, Earl C. Shanks and E. Scott Urdang have been nominated for election to our Board of Directors to serve for a term through the 2021 Annual Meeting of Shareholders. As part of our engagement with Spencer Stuart in place during 2019, we utilized its services to identify and evaluate potential director nominees who would bring an appropriate range of expertise, experience and diversity to our Board.

Required Vote

At the 2018 Annual Meeting of Shareholders, shareholders approved amendments to the Company's Articles of Incorporation to implement a majority voting standard with a resignation policy.  Under a majority voting standard, once a quorum has been established, in an uncontested director election, a candidate must receive the affirmative vote of a majority of the votes cast with respect to the election of that candidate.  The resignation policy set forth in our Corporate Governance Guidelines requires any director nominee who fails to receive the requisite majority vote to promptly, following certification of the shareholder vote, tender his or her resignation from the Board and all committees upon which he or she serves. Our Board will then assess the appropriateness of such nominee continuing to serve as a director and decide whether to accept or reject the resignation, or whether other action should be taken. The policy further provides that any director who tenders his or her resignation shall not participate in the Board action regarding whether to accept the resignation offer. Our Board will act upon the tendered resignation and publicly disclose its decision and rationale within ninety (90) days following certification of the shareholder vote.

In a contested director election, a plurality voting standard will continue to apply.  Under the plurality voting standard, each of the nominees receiving the highest number of affirmative votes of the shares entitled to be voted for him or her will be elected.

The election of directors at the Annual Meeting is uncontested and the majority voting standard will determine the directors that will serve until the 2021 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified. Votes withheld shall have no legal effect.  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 proposal so that your votes may be counted on this important matter.

Our Directors

Our directors serve subject to the requirements of our charter and bylaws, including the requirement that directors not be “unsuitable persons,” within the meaning of our charter ("Unsuitable Person(s)"). One of those requirements is that the directors maintain certain licenses. In addition, certain jurisdictions in which we hold licenses require either by statute or discretion of the applicable gaming or racing regulatory authority our directors to acquire and maintain gaming licenses in such jurisdictions. Licenses typically require a determination from the applicable gaming or racing regulatory authority that the applicant qualifies or is suitable to hold such a license. If one of our directors were to be determined to be an Unsuitable Person by virtue of failure to obtain or maintain such a license or otherwise, he or she would be subject to removal for cause by affirmative vote of the remaining members of our Board of Directors or by shareholders with an affirmative vote of 75% of the votes cast at a shareholders meeting.

There are no family relationships among any of our directors or executive officers.

Nominees for Election to the Board of Directors for a One-Year Term Expiring at the 2021 Annual Meeting

The following biographical information is furnished as to the nominees for election as a director:

Our Board of Directors unanimously recommends a vote FOR the election of each of the nominated directors.

  BOARD COMPOSITION

Our business and affairs are managed under the direction of our Board of Directors, which currently consists of seven (7) 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.

Each director’s term continues until the election and qualification of his or her successor, or his or her earlier death, resignation or removal. Newly created directorships resulting from any increase in the number of directors and any vacancies resulting from death, resignation or 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 for cause or by the shareholders only for cause and only by the vote of 75% of the shares entitled to vote.

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, is independent as defined under the corporate governance rules of Nasdaq and, with respect to the committees on which they serve, the applicable rules and regulations of the SEC and Nasdaq. None of our directors participated in any transactions, arrangements or relationships that would be required to be disclosed pursuant to SEC Regulation S-K, Item 404, and our Board did not consider any other transactions, arrangements or relationships.

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 CEO and Chairman of the Board of Directors ("Chairman"). It is the Board’s view that rather than having a rigid policy, it, with the advice and assistance of the Nominating and Corporate 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 CEO also serves as the Chairman. Our Board believes this is appropriate because of the Chairman’s role in leading the Company and his long-standing track record of generating significant shareholder return for the companies for which he has served. Moreover, our 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 CEO, we have appointed Mr. Marshall to be our Lead Independent Director. As Lead Independent Director, Mr. Marshall’s responsibilities include:

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, security and accountability are integrated into our operations. Our Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. Our Audit and Compliance Committee oversees the management of financial risks and is tasked with focusing on and analyzing risks related to cybersecurity and, for that purpose, receiving reports from management regarding cybersecurity risks and countermeasures being undertaken or considered by the Company to prevent information security incidents, detect unusual activity, and to be prepared to respond appropriately should an incident occur. The Nominating and Corporate Governance Committee is responsible for overseeing the risks associated with the Company's ESG policies as well as the independence of the Board of Directors. 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.

COMMITTEES OF THE BOARD OF DIRECTORS

Our Board of Directors has established the following committees: the Audit and Compliance Committee; the Compensation Committee; and the Nominating and Corporate Governance Committee . The composition of each Board 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 the current committees are available on our website, www.glpropinc.com , under the “About” section.

2019 Committee Membership

⁽¹⁾ Ms. Lynton was appointed to our Board, effective December 27, 2019.

During 2019, the Board held 13 meetings. Each director attended 75% or more of the aggregate of all meetings held by our Board and the Board committees on which he or she served in 2019 and each director (other than Ms. Lynton, who was subsequently appointed as director) also attended last year’s Annual Meeting of Shareholders. 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.

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, among other things, the following:

Our current Audit and Compliance Committee is comprised of Joseph W. Marshall, III (chair), Barry F. Schwartz and Earl C. Shanks. Our Board of Directors has determined 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 each of Mr. Marshall and Mr. Shanks 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”). The Audit and Compliance 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 Audit and Compliance Committee may deem appropriate in its sole discretion.

Compensation Committee

The duties and responsibilities of the Compensation Committee are set forth in its charter, which is available on our website, and include, among other things, the following:

Our Compensation Committee is comprised of James B. Perry (chair) and E. Scott Urdang. David A. Handler, our previous chair of the Compensation Committee and a director, resigned from our Board, effective May 31, 2019. The Compensation 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 Committee may deem appropriate in its sole discretion.

Nominating and Corporate Governance Committee

The duties and responsibilities of the Nominating and Corporate Governance Committee are set forth in its charter, which is available on our website, and include, among other things, the following:

Our Nominating and Corporate Governance Committee is comprised of E. Scott Urdang (chair), Joseph W. Marshall, III and Lili Lynton. The Nominating and Corporate 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 Nominating and Corporate Governance Committee may deem appropriate in its sole discretion.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee is or was formerly an officer or employee of the Company or had any relationships requiring disclosure by the Company under applicable SEC rules requiring disclosure of certain relationships and related party transactions.  None of our executive officers currently serves, or in 2019 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 Committee.

DIRECTOR COMPENSATION

Our non-employee directors receive both cash and equity compensation for service on our Board.  The compensation of our non-employee directors is reviewed annually by the Compensation Committee with the assistance of the Compensation Committee's independent compensation consultant, FTI Consulting, Inc. ("FTI").  The Compensation Committee has engaged FPL Associates L.P. to serve as its independent compensation consultant for the year 2020. Our Board's compensation program for non-employee directors is designed to meet the following objectives:

Annual Review Process

The Compensation Committee assesses the non-employee director compensation program on an annual basis.  With the assistance of the compensation consultant, the Compensation Committee recommends to our Board the form and amount of compensation to be paid for service as a non-employee director on our Board and its committees.

2019 Director Compensation

The Company paid director compensation in 2019 to each non-employee director as shown in the table below.

The following table sets forth information on the compensation of all our non-employee directors for 2019:

		2019 Compensation
	Name	Fees Earned or Paid in Cash ($) (1)		Stock Awards (#) (2)		Stock Awards ($) (2)		Total Compensation ($)		Unvested Stock Awards (#) (3)
	David A. Handler (4)	—		9,402		303,779		303,779		—
	Joseph W. Marshall, III	—		9,712		313,795		313,795		7,485
	E. Scott Urdang	—		9,364		302,551		302,551		7,398
	Earl C. Shanks	—		8,977		290,047		290,047		7,279
	James B. Perry (5)	115,833		5,417		175,023		290,856		6,240
	Barry F. Schwartz	115,000		5,417		175,023		290,023		6,108
	Lili Lynton (6)	—		—		—		—		—

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( 1)	Cash fees include annual board retainer and, where applicable, committee retainers. Mr.Handler, Mr. Marshall, Mr. Urdang and Mr. Shanks elected to receive their annual cash retainer and committee fees in the form of restricted stock in 2019.

(2)	The amounts listed above are calculated based on the closing price on the day prior to grant date and vest quarterly over a one-year period.

(3)	Represents unvested restricted stock awards outstanding as of December 31, 2019 for grants made in 2019 and in prior years.

(4)	Mr. Handler resigned on May 31, 2019, at which time all of his outstanding awards vested.

(5)	Mr. Perry was appointed Chairman of the Compensation Committee following Mr. Handler's departure.

(6)	Ms. Lynton was appointed to our Board, effective December 27, 2019 and did not receive any compensation for the fiscal year ended December 31, 2019.

Director Stock Ownership Guidelines

Our Board believes that it is important for non-employee directors to have a financial stake in the Company such that their interests are more closely aligned with those of our shareholders. Accordingly, the Board has established stock ownership guidelines for our non-employee directors. Each non-employee director is expected to acquire, and continue to hold during the term of his or her service on the Board, equity with a value equal to five times the annual cash retainer indicated above. These guidelines must be satisfied by the later of March 22, 2023 or the fifth anniversary of the applicable non-employee director’s appointment or election.  As of December 31, 2019, four of six non-employee directors were in compliance with the ownership guidelines set forth above, with the only exceptions being a director that was appointed to the Board in 2017 that has two more years to achieve compliance and a director appointed to the Board in 2019 that has approximately five more years to achieve compliance.

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

The Board believes 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.

DIRECTOR NOMINATION PROCESS

Minimum Qualifications of Directors

The Nominating and Corporate Governance Committee of the Board of Directors is responsible for evaluating and recommending eligible candidates for membership on our Board, including director nominees suggested by, among others, other Board members, management and shareholders.The Nominating and Corporate Governance Committee is also responsible for examining the composition of the Board to ensure that the current and anticipated future needs of the Board and the Company are being met. Our Nominating and Corporate Governance Committee may also retain professional search firms to identify candidates.

The Nominating and Corporate Governance Committee seeks to identify, as candidates for director, persons with gaming and/or real estate industry knowledge; senior management experience; diverse demographics (including gender, race, ethnicity and age); analytical ability; diversity of viewpoints; business acumen; strength of character; integrity; and mature judgment. The Nominating and Corporate Governance Committee will also consider, among other considerations set forth in the Company’s Corporate Governance Guidelines,:

The Nominating and Corporate Governance Committee Charter and the Corporate Governance Guidelines are available on our website, www.glpropinc.com , under the “About” section.

Commitment to Board Diversity

The Board is focused on ensuring that it is composed of individuals with an appropriate balance of diverse backgrounds, experiences, skillsets, perspectives, demographics (including, gender, race, ethnicity and age), tenure, analytical ability and viewpoints. The Board believes that Board diversity is critical to thoroughly assess risk, anticipate challenges and scrutinize the complex and dynamic issues that impact the Company and its industry, its shareholders, stakeholders and the broader society. The current Nominating and Corporate Governance Committee Charter outlines the characteristics and qualifications sought by the Nominating and Corporate Governance Committee when considering potential director candidates, and includes, among other things, its commitment to Board diversity (including, gender, race, ethnicity and age). The Board also confirms that the Company's policy of non-discrimination applies in the selection of directors.

The Nominating and Corporate Governance Committee’s view on the topic of diversity is multifaceted and includes, but is not limited to, gender, race, ethnicity, age, education, tenure, background, professional experience and independence.  Creating a Board of diverse, but also complementary, individuals requires the Nominating and Corporate Governance Committee to balance each factor through a holistic approach. Such approach enables the Nominating and Corporate Governance Committee to identify and recommend, for the selection by a majority of the Board, the best director candidates. In furtherance of its commitment to diversity, the Nominating and Corporate Governance Committee will include these criteria in searches performed by third parties engaged to identify qualified director nominee candidates.

As part of our commitment to diversity, the Nominating and Corporate Governance Committee recommended, and the Board approved, the appointment of Lili Lynton to our Board, effective December 27, 2019. The Board and the Nominating and Corporate Governance Committee recognize the value of gender, race, ethnic and age diversity and are focused on the inclusion of more women and people of color on the Board. In 2020, the Nominating and Corporate Governance Committee further revised and expanded upon its formal commitment to diversity in both its charter and the Company's Corporate Governance Guidelines.

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 Nominating and Corporate 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:

Any notice pertaining to a shareholder recommendation for nomination for election or re-election as a director, must also include the following information:

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).

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Committee is responsible for the Company’s executive compensation program. For purposes of the following Compensation Discussion and Analysis (“CD&A”), the terms “Committee” or “we” or “our” refer to the Compensation Committee of the Board.

The following CD&A describes our compensation philosophy, objectives and policies and how these are reflected in the compensation program for our NEOs. Our NEOs for 2019 were:

⁽¹⁾  Steven T. Snyder was appointed Chief Financial Officer on March 11, 2019 and served as Interim Chief Financial Officer from May 4, 2018 until such appointment.

Executive Compe nsation Reference Guide

	Executive Summary	29
	Compensation Philosophy and Objectives	32
	Key Compensation Practices	33
	Annual Review and Approval Process	34
	Overview of 2019 Compensation	37
	Overview of Compensation Program for 2020	41
	Employment Agreements	42
	Other Compensation-Related Policies	42
	Compensation Committee Report	44
	Summary Compensation Table	45
	All Other Compensation Table	46
	2019 Grants of Plan-Based Awards	47
	Outstanding 2019 Equity Awards at Fiscal Year-End	49
	2019 Option Exercises and Stock Vested	51
	2019 Nonqualified Deferred Compensation	52
	Potential Payments Upon Termination or Change-of-Control	53
	CEO Pay Ratio	55

Executive Summary

GLPI emerged in November of 2013 as the first triple-net REIT focused entirely on the ownership and leasing of gaming properties, establishing a new category of gaming REITs that now consists of three publicly traded companies. As of December 31, 2019, our portfolio consisted of 44 gaming and related facilities spanning 16 states.

Given the unique nature of our business model, the management of our Company requires a specialized skill set that requires our executives to have knowledge and expertise in both the gaming and real estate industries. The Compensation Committee is committed to design and maintain an executive compensation program that attracts and retains top executive talent with the necessary experience in, and understanding of, gaming assets while recognizing that the overall construct of the compensation program reflects the Company’s operation as a triple-net REIT.

2019 Performance Highlights

GLPI’s disciplined approach to capital allocation and prudent management of the balance sheet led to increased shareholder value and continued strong financial performance in 2019, including:

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Executive Compensation Highlights

Highlights of our overall 2019 executive compensation program are outlined below, with details discussed more fully throughout CD&A:

We actively engage with our shareholders on our compensation program, which has resulted in numerous changes over the past several years. During 2019, members of the Company’s management team participated in more than 200 meetings and calls with investors.

In addition, we are committed to strong corporate governance   and have implemented the following corporate governance policies over the years:

Our Unique Business Model

Our Company’s unique business model is not directly comparable to most publicly-traded REITs due to the following:

This poses a challenge in structuring the Company’s executive compensation program as it requires us to balance numerous objectives. In structuring our Company’s compensation program, the Compensation Committee carefully considers the factors above in addition to the Company’s performance, shareholder feedback, industry and general market trends in compensation, as well as the advice and recommendations of our independent compensation consultant.

We are focused on attracting and retaining executives with the knowledge and experience to grow shareholder value and continue to position the Company as a market leader in an increasingly competitive business environment. Gaming REITs MGM Growth Properties LLC (created by MGM Resorts International ("MGM")) and VICI Properties Inc. (which emerged from the Caesars Entertainment Corporation bankruptcy) are our most direct competitors.  We carefully consider these companies in our evaluation of our compensation program, however, MGM Growth Properties LLC is unique among gaming REITs in that it is majority owned and controlled by MGM and primarily accountable to one shareholder – which makes any direct comparison between our Company and MGM Growth Properties LLC more difficult.

Due to the fact that we have few direct competitors in our unique business environment, the Compensation Committee took a more holistic view of the Company’s business and competitor set in order to appropriately assess our compensation program.

The Compensation Committee determined that the Company’s competitors consist of two distinct groups of companies:

Together with the independent compensation consultant, the Committee structured the 2019 executive compensation program with this peer set in mind ( see page 31 for a list of the Company's peers ) to attract and retain the talent necessary to drive growth in a REIT structure through the acquisition of gaming assets.

Shareholder Outreach

The Company’s shareholder base has changed dramatically since its spin-off from Penn in 2013 when shareholders were predominately gaming investors. Today, the Company’s largest shareholders are REIT and index-oriented institutional investors. With the change in the composition of the Company's shareholders, the concerns of shareholders have changed and the Company has listened and responded.  During last several years, the Company has made meaningful changes to its corporate governance structure and compensation programs as a result of issues raised by shareholders.

In 2019, the Company expanded its executive management team with the addition of Matthew Demchyk.  Mr. Demchyk brought fifteen years of successful capital allocation experience in the REIT sector to the Company and greatly expanded the Company's engagement with investors in 2019.  In over 200 meetings, Mr. Demchyk, along with Mr. Carlino and/or Mr. Snyder on many occasions, engaged with REIT investors, gaming investors, hedge funds, retail investors, pension and sovereign funds as well as other investors.  These meetings included one-on-one engagement as well as group settings at conferences at industry events, such as NAREIT, the Global Gaming Expo and institutional bank-sponsored events, and in-person meetings in investors' offices.

In addition to the extensive investor engagement described above, the Company also engaged in routine investor outreach to the corporate governance teams at the top 20 shareholders as well as significant shareholders that either withheld votes or voted against the recommendations of the Board. The Board believes that it is important to understand the reasons why shareholders choose not to support certain of the Board’s recommendations and to discuss the Company’s governance structure and initiatives that shareholders would like the Board to consider in the upcoming year. Members of management and directors, including Compensation Committee members, were offered as participants.

The Company presents a shareholder advisory vote on executive compensation on an annual basis.  At the Company’s 2019 Annual Meeting of Shareholders, 82% of the voted shares approved such advisory vote.

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 over time 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.  The acquisition of real property assets by a REIT from a taxable corporation presents unique and complex tax, accounting, legal and structural issues. Unfortunately, gaming assets are generally owned by corporations and a failure of the Company’s management team to identify latent tax, accounting and legal issues can result in a transaction that appears to be accretive on the surface, but results in a reduction of AFFO and dividend distributions when the full impact is realized. It is imperative that the Company’s management team have the experience and skills necessary to recognize and solve these problems. With these goals in mind, the Company’s compensation objectives are to:

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 designed to 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, particularly in light of the complex tax, accounting and legal issues inherent in the Company’s transactions. To balance these goals, we believe that the appropriate compensation program includes (a) fixed and performance-based cash and (b) service and performance-based equity incentive awards. We focused on the appropriate balance of each of these components in developing our 2019 executive compensation program.

Key Compensation Practices

The Committee, in consultation with our independent compensation consultant and management team, continually evaluates and considers 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:

We will continue to evaluate and consider input from our shareholders and emerging “best practices” to ensure that our compensation program contains the features necessary to properly align the interests of our executives with the interests of our shareholders without encouraging undue risk.

We have also taken steps to protect shareholder interests and promote shareholder value in both the design and administration of the Company’s equity compensation program. Under the terms of 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

The Committee annually reviews and approves the executive compensation packages for our CEO and each of the other executive officers as well as confirms and approves performance-based awards earned for the most recently completed year. In establishing compensation packages, the Committee considers numerous factors and data, including:

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 CEO and Chief Financial Officer ("CFO") 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 member of the executive management team.

Role of Compensation Consultant

We retained FTI to advise us on compensation-related matters in 2019. We 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 compensation program. FTI and the Company reviewed the peer group annually to ensure that it provided an accurate representation of the Company’s structure and operations. A description of the process and rationale utilized for selecting our 2019 peer group is described below.

The Committee determined that no conflict of interest existed 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 2019.

FTI reviewed the current compensation of each executive officer on several levels, including consideration of (a) cash versus equity-based incentive awards; (b) fixed versus variable compensation, (c) service-based vesting versus performance-based vesting and (d) short-term awards versus long term incentive awards. In addition, FTI provided 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 CEO and CFO, FTI provided its recommendation to the Committee as to the appropriate compensation of each executive officer or confirmed for the Committee that the suggested compensation packages were reasonable.

The Committee engaged FPL Associates L.P. ("FPL") as its compensation consultant for 2020.  The Committee anticipates that FPL will provide services similar in scope and content to those previously provided by FTI.

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. FTI and the Company review the peer group at the end of each year to ensure that it reflects the realities of the environment in which the Company generates its revenue and competes for talent and assets. The criteria are as follows:

Applying these criteria, FTI recommended, and the Committee approved, the following peer group for 2019:

The majority of these peer companies share some, but not all, aspects of the Company's business model given the unique nature of its business, which includes management of casino operations. While each peer company is not entirely comparable to GLPI, we believe on a blended basis our current peer group provides the most accurate representation of the Company’s operations and is appropriate particularly given that:

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. Annual incentive pay is focused on achievement of certain specific overall financial performance goals and is determined using multiple criteria with established maximum payouts. The other major component of our executive officers’ compensation is long term incentives provided through the award of 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 combined with the stock ownership requirements and compensation clawback policy, described in this Proxy Statement under the heading Other Compensation Policies, appropriately balance risk, payment for performance and alignment of executive compensation with the interests of shareholders without encouraging unnecessary or excessive risk taking.

Overview of 2019 Compensation

Elements of Compensation

The 2019 compensation program was weighted towards performance-based compensation utilizing several different performance metrics. The mix of cash versus equity-based incentive awards, fixed versus variable compensation, and service-based vesting versus performance-based vesting of equity incentive awards was designed to ensure that management was, and remained, appropriately incentivized across a number of different business and economic environments. In addition, our program included both internal performance measures as well as external performance metrics to ensure that our executives were focused on the Company’s goals as well as its position in the market. The following is a summary of the key elements (a more detailed description of each element is provided below):

In 2019, the total potential compensation opportunity of the Company’s NEOs consisted of approximately 75% of performance-based and/or “at risk” compensation and approximately 25% of fixed compensation (of which approximately 14% was base salary and 11% service-based restricted stock awards).

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 industry so that the Company can attract and retain high-performing executives with experience in the gaming industry. In addition, we recognize that it is critical that executives have the experience necessary to identify and resolve the complex tax, accounting and legal issues inherent in the type of transactions engaged in by the Company. Base salaries are then further adjusted for certain qualitative factors, including: specific position duties and responsibilities; tenure with the Company; individual contributions; value to the Company; and the overall reasonableness of an executive’s compensation.

Set forth below are the 2019 base salaries for each of the NEOs.

Annual Performance Cash Awards

For 2019, the Committee continued the 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 performance criteria focused on the Company’s annual strategic goals and business plan. For 2019, the annual cash bonus for each named executive officer was comprised of three components:

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 achievement levels established by the Committee for 2019 are set forth below.

In 2019, the Company achieved annual AFFO of $3.44 per share and paid $0.70 per share in fourth quarter dividends. The NEOs were also awarded the maximum discretionary bonus, primarily as a result of (a) successfully obtaining refinancing with attractive rates and in a manner that extended the Company's debt maturities and reduced the amount of short-term debt and cost of debt volatility, (b) expanding the Company's shareholder base through extensive engagement, (c) successfully navigating complex regulatory issues, and (d) strong individual efforts.  As a result, the cash bonus paid to the NEOs for 2019 was 97% of the maximum.

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.

The following table indicates the actual amount paid to each named executive officer as a percentage of annual base salary for 2019 for the annual performance cash awards described above:

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 the broader REIT indices. We believe that having a majority of compensation structured as 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 believes that the long-term performance-based equity award program has been effective in focusing management on the Company’s long-term performance in relation to its peer group and provides 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 are based on the Company’s three-year total shareholder return ranking among the three-year return of the companies included in (1) the MSCI US REIT index, and (2) a triple-net REIT group that includes publicly traded REITs with revenues primarily derived from triple-net leases.  The triple-net REIT measurement group for awards granted in 2019 is set forth below.

⁽¹⁾ Spirit MTA REIT liquidated its assets effective January 1, 2020 and will be removed from the 2019 performance peer group.

The vesting schedule provides for target vesting at the 50 ^th percentile, threshold at the 25 ^th percentile and maximum at the 75 ^th percentile, with linear vesting in between achievement levels. Vesting is capped at target if TSR for the measurement period is negative over the three-year performance period.

The performance hurdles and levels of opportunity for performance-based restricted stock awards granted in 2019 are set forth below.

The following table sets forth the target number of performance-based awards granted to each named executive officer in 2019.

In 2019, upon the promotion of our Senior Vice President and Chief Financial Officer, his target award was increased by 5,000 shares to reflect his role and increased responsibility as the Company’s principal financial officer. Target awards for all other NEOs remained unchanged, including for our CEO who has not received an increase in the target number of performance-based equity awards since our formation.

The performance awards granted in January 2017 were each earned as of December 31, 2019 above the 80 ^th percentile as a result of the Company’s relative TSR ranking compared to the MSCI US REIT index and the triple-net REIT group for the measurement period.  The following table shows the status of the performance awards granted in each of 2014 through 2019.

(1) As of the date of this Proxy Statement, the operations of the Company's tenants and its operating subsidiaries have been significantly impacted by the global coronavirus (COVID-19) outbreak.  As a result, the Company's stock price has been significantly impacted and the information set forth below for the 2018 and 2019 Performance Awards as of December 31, 2019 may not be indicative of the actual performance of these awards.  As of March 31, 2020, the Company's three-year TSR was negative, which would result in all of the 2018 and 2019 awards being capped at the target level if the award performance was finally determined as of that date.

We believe that this long-term performance-based equity incentive program complements the annual cash incentive program by providing the appropriate balance between performance-based cash and performance-based equity awards.

Long-Term Service-Based Equity Awards

In addition to the long-term performance-based equity awards, we established a service-based retention equity award program for 2019. A significant amount of each named executive officer’s compensation is tied to performance and we recognize that there is also a need for an additional retention component of our compensation structure. Therefore, we believe that service-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.

Our service-based equity awards are granted as a set number of shares in each year, with periodic modifications to reward executives for performance or increased responsibilities. This further aligns our executive officers with our shareholders as the value of their equity awards can only increase (or decrease) with any changes in share price year-over-year and subjects them to the same market fluctuations as our shareholders.

The number of shares of restricted stock awarded to each named executive officer for 2019 was as follows:

Triple-Net REITs	Gaming Companies
Alexandria Real Estate Equities, Inc.	Boyd Gaming Corporation
EPR Properties	Caesars Entertainment Corporation
Medical Properties Trust, Inc.	MGM Resorts International
MGM Growth Properties LLC	Penn National Gaming, Inc.
National Retail Properties, Inc.	Wynn Resorts, Limited
Omega Healthcare Investors, Inc.
Realty Income Corporation
Spirit Realty Capital, Inc.
STORE Capital Corporation
VEREIT, Inc.
VICI Properties Inc.
W.P. Carey Inc.

Title	Multiple
Non-Employee Directors	5x Annual Cash Retainer
Chairman and Chief Executive Officer	5x Base Salary
Senior Vice President and Chief Financial Officer	3x Base Salary
Senior Vice President, General Counsel and Secretary	2x Base Salary
Senior Vice President and Chief Accounting Officer	2x Base Salary
Senior Vice President, Investments	2x Base Salary

Name and Principal Position		Year		Salary ($)			Stock Awards – Time- Based ($) (1)			Stock Awards – Performance- Based ($) (2)			Non-Equity Incentive Plan Compensation ($) (3)			All Other Compensation ($) (4)			Total ($)
Peter M. Carlino Chairman and Chief Executive Officer		2019		1,808,468			1,777,050			3,925,900			3,508,426			413,829			11,433,673
		2018		1,808,468			2,035,000			4,540,800			3,616,934			447,035			12,448,237
		2017		1,808,468			1,684,100			3,947,900			3,194,958			416,764			11,052,190
Steven T. Snyder Senior Vice President, Chief Financial Officer		2019		569,841			646,200			1,427,600			1,105,492			98,731			3,847,864
		2018		537,149			647,500			1,444,800			1,139,682			85,070			3,854,201
		2017		519,841			535,850			1,256,150			918,386			74,036			3,304,263
Brandon J. Moore Senior Vice President and General Counsel		2019		425,000			484,650			892,250			618,375			49,500			2,469,775
		2018		425,000			462,500			1,032,000			425,000			36,135			2,380,635
		2017		425,000			382,750			897,250			375,417			23,462			2,103,879
Desiree A. Burke Senior Vice President and Chief Accounting Officer		2019		400,000			484,650			892,250			582,000			47,000			2,405,900
		2018		400,000			462,500			1,032,000			400,000			43,167			2,337,667
		2017		400,000			382,750			897,250			353,333			39,400			2,072,733
Matthew Demchyk (5) Senior Vice President of Investments		2019		318,461			1,227,525			892,250			320,100			15,923			2,774,259

(1)

The amounts reflect the aggregate grant date fair value calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, "Compensation - Stock Compensation" ("ASC 718").  The assumptions used in calculating these amounts are described in footnote 2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Included in stock awards reported each year are restricted stock awards granted each year, relating to the Company's long-term fixed equity award grant. For more information on the Company’s long-term fixed equity awards, see the Overview of 2019 Compensation section of the Compensation Discussion and Analysis included in this Proxy Statement.

(2)

The amounts reflect the aggregate grant date fair value calculated in accordance with ASC 718. The assumptions used in calculating these amounts are described in footnote 2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Included in stock awards reported each year are performance-based restricted stock awards granted each year, relating to the Company's long-term performance-based equity award grant. For more information on the Company’s long-term performance-based equity awards, see the Overview of 2019 Compensation section of the Compensation Discussion and Analysis included in this Proxy Statement. The following table discloses the aggregate grant date fair value of the award, assuming maximum level of achievement, but does not estimate dividends:

(3)	The amounts reported each year reflect annual performance cash awards earned for each period and paid in the subsequent period.  For more information on the Company's annual performance cash awards, see the Compensation Discussion and Analysis included in this Proxy Statement.

(4)	See All Other Compensation Table included in this Proxy Statement for more information.

(5)	Mr. Demchyk was hired on February 4, 2019.   In addition to his annual grant, Mr. Demchyk received a one-time grant of 20,000 shares on his date-of-hire, subject to certain conditions, which were met on February 4, 2020.

													Perquisites
Name		Year		Company Contributions to Deferred Compensation Plan ($) (1)			Company Contributions to 401(k)      ($) (2)			Company Paid Insurance Premiums ($) (3)			Personal Use of Company Vehicle ($) (4)			Personal Use of Company Airplane ($) (5)			Other ($) (6)			Total ($)
Peter M. Carlino		2019		271,270			7,000			—			7,424			123,928			4,207			413,829
		2018		250,171			5,500			—			7,424			179,928			4,012			447,035
		2017		217,016			5,400			—			3,692			186,966			3,690			416,764
Steven T. Snyder		2019		85,476			7,000			6,255			—			—			—			98,731
		2018		73,315			5,500			6,255			—			—			—			85,070
		2017		62,381			5,400			6,255			—			—			—			74,036
Brandon J. Moore		2019		42,500			7,000			—			—			—			—			49,500
		2018		30,635			5,500			—			—			—			—			36,135
		2017		18,062			5,400			—			—			—			—			23,462
Desiree A. Burke		2019		40,000			7,000			—			—			—			—			47,000
		2018		37,667			5,500			—			—			—			—			43,167
		2017		34,000			5,400			—			—			—			—			39,400
Matthew Demchyk		2019		15,923			—			—			—			—			—			15,923

(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 NEOs' 401(k) savings accounts.

(3)	This column reports life insurance policy premiums paid by the Company on behalf of Mr. Snyder.

(4)	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.

(5)

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 long-term maintenance.

(6)	This column reports the Company's payment of Country Club Memberships for Mr. Carlino.

						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
Long-Term Fixed Equity Awards		1/2/2019		12/13/2018										55,000			1,777,050
Long-Term Performance - Based Equity Awards - MSCI US REIT Index		1/2/2019		12/13/2018		0		55,000			110,000						1,988,800
Long-Term Performance - Based Equity Awards - Triple-Net REIT Group		1/2/2019		12/13/2018		0		55,000			110,000						1,937,100
Steven T. Snyder
Long-Term Fixed Equity Awards		1/2/2019		12/13/2018										20,000			646,200
Long-Term Performance - Based Equity Awards - MSCI US REIT Index		1/2/2019		12/13/2018		0		20,000			40,000						723,200
Long-Term Performance - Based Equity Awards - Triple-Net REIT Group		1/2/2019		12/13/2018		0		20,000			40,000						704,400
Brandon J. Moore
Long-Term Fixed Equity Awards		1/2/2019		12/13/2018										15,000			484,650
Long-Term Performance - Based Equity Awards - MSCI US REIT Index		1/2/2019		12/13/2018		0		12,500			25,000						452,000
Long-Term Performance - Based Equity Awards - Triple-Net REIT Group		1/2/2019		12/13/2018		0		12,500			25,000						440,250
Desiree A. Burke
Long-Term Fixed Equity Awards		1/2/2019		12/13/2018										15,000			484,650
Long-Term Performance - Based Equity Awards - MSCI US REIT Index		1/2/2019		12/13/2018		0		12,500			25,000						452,000
Long-Term Performance - Based Equity Awards - Triple-Net REIT Group		1/2/2019		12/13/2018		0		12,500			25,000						440,250
Matthew Demchyk
Long-Term Fixed Equity Awards		2/4/2019		2/4/2019										32,500			1,227,525
Long-Term Performance - Based Equity Awards - MSCI US REIT Index		2/4/2019		2/4/2019		0		12,500			25,000						452,000
Long-Term Performance - Based Equity Awards - Triple-Net REIT Group		2/4/2019		2/4/2019		0		12,500			25,000						440,250

(1)

Awards represent performance-based restricted stock with cliff vesting at the end of the performance period beginning on January 2, 2019 and ending on December 31, 2021.  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 or in the triple-net REIT group set forth by the Company over the measurement period.  In the event of a change-of-control, awards vest immediately at target level or, if greater, the actual level of achievement as of the date of the change-of-control.  For more information on the Company's performance-based equity awards, see the Overview of 2019 Compensation section of the Compensation Discussion and Analysis included in this Proxy Statement.

(2)

Awards represent restricted stock awards granted to the NEOs 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, except for 20,000 shares of Mr. Demchyk, which vest at the first anniversary of his hire date. In the event of a change-of-control, awards vest immediately.

(3)

Represents the aggregate grant date fair value of awards under ASC 718. Generally, the aggregate 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 2 to the Company's audited financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2019.

				Stock Awards					Performance Awards
Name	Stock Award Grant Date			Number of Shares or Units Held that Have Not Vested (#)  (3)		Market Value of Shares or Units Held that Have Not Vested ($) (4)			Number of Unearned Shares or Units Held that Have Not Vested (#)  (5)	Market Value of Unearned Shares or Units Held that Have Not Vested ($) (6)
Peter M. Carlino	1/3/2017			18,333		789,236
	1/3/2017	(1)							110,000	5,594,600
	1/3/2017	(2)							110,000	5,594,600
	1/2/2018			36,666		1,578,471
	1/2/2018	(1)							110,000	5,319,600
	1/2/2018	(2)							110,000	5,319,600
	1/2/2019			55,000		2,367,750
	1/2/2019	(1)							110,000	5,036,900
	1/2/2019	(2)							110,000	5,036,900
Steven T. Snyder	1/3/2017			5,833		251,111
	1/3/2017	(1)							35,000	1,780,100
	1/3/2017	(2)							35,000	1,780,100
	1/2/2018			11,666		502,221
	1/2/2018	(1)							35,000	1,692,600
	1/2/2018	(2)							35,000	1,692,600
	1/2/2019			20,000		861,000
	1/2/2019	(1)							40,000	1,831,600
	1/2/2019	(2)							40,000	1,831,600
Brandon J. Moore	1/3/2017			4,166		179,346
	1/3/2017	(1)							25,000	1,271,500
	1/3/2017	(2)							25,000	1,271,500
	1/2/2018			8,333		358,736
	1/2/2018	(1)							25,000	1,209,000
	1/2/2018	(2)							25,000	1,209,000
	1/2/2019			15,000		645,750
	1/2/2019	(1)							25,000	1,144,750
	1/2/2019	(2)							25,000	1,144,750
Desiree A. Burke	1/3/2017			4,166		179,346
	1/3/2017	(1)							25,000	1,271,500
	1/3/2017	(2)							25,000	1,271,500
	1/2/2018			8,333		358,736
	1/2/2018	(1)							25,000	1,209,000
	1/2/2018	(2)							25,000	1,209,000
	1/2/2019			15,000		645,750
	1/2/2019	(1)							25,000	1,144,750
	1/2/2019	(2)							25,000	1,144,750
Matthew Demchyk	2/4/2019			32,500		1,399,125
	2/4/2019	(1)							25,000	1,144,750
	2/4/2019	(2)							25,000	1,144,750

(1)	Performance-based equity awards based on the Company's performance ranking among the US MSCI REIT Index.

(2)	Performance-based equity awards based on the Company's performance ranking among the triple-net REIT peers.

(3)

Represents restricted stock awards with forfeiture provisions that lapse 33.33% on each of the first, second, and third anniversary of the date of grant, except for 20,000 shares of Mr. Demchyk issued on February 4, 2019, which vest at the first anniversary of his hire date. In the event of a change-of-control, the forfeiture restrictions on restricted stock lapse immediately.

(4)	Calculated based on the Company's common stock closing price of $43.05 on December 31, 2019, which was the last trading day of 2019.

(5)

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 of the Overview of 2019 Compensation section of the Compensation Discussion and Analysis included in this Proxy Statement. The forfeiture provisions on the performance-based restricted stock awards granted lapse at the end of their three-year measurement period.  In the event of a change-of-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.  As of December 31,  2019, all grants are disclosed at maximum except the triple-net REIT award on January 2, 2018, which is at 80.4% of maximum.

(6)	Calculated based on the Company's common stock closing price of $43.05 on December 31, 2019, which was the last trading day of 2019 plus dividends paid during the applicable performance period as of December 31,  2019.

	Stock Awards
Name	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($) (1)
Peter M. Carlino	324,312		10,680,694
Steven T. Snyder	103,191		3,398,430
Brandon J. Moore	73,708		2,427,454
Desiree A. Burke	73,708		2,427,454
Matthew Demchyk	—		—

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(1)

The value realized for vested shares is calculated based on 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. Includes performance share dividends, which are paid at vesting in Company common stock.

	Name	Amount Previously Reported ($)		Executive Contributions in Last Fiscal Year ($) (1)		Company Contributions in Last Fiscal Year ($) (2)		Aggregate Earnings in Last Fiscal Year ($) (3)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last Fiscal Year End ($)
	Peter M. Carlino	13,297,777		542,540		271,270		3,647,346		—		17,758,933
	Steven T. Snyder	1,977,656		170,953		85,476		533,992		(182,002)		2,586,075
	Brandon J. Moore	214,616		85,000		42,500		54,586		(28,098)		368,604
	Desiree A. Burke	484,539		80,000		40,000		124,655		—		729,194
	Matthew Demchyk	—		31,846		15,923		3,728		—		51,497

(1)	For each NEO, the executive's contribution is included in the NEO's salary and/or non-equity executive compensation for 2019, as reported in the Summary Compensation Table.

(2)	For each NEO, the Company's contribution is included in the NEO's other compensation for 2019, as reported in the Summary Compensation Table.

(3)	Amounts reflect the change in account value during 2019. No amounts are reported in the Summary Compensation Table because earnings were not above market or preferential.

Executive Payments		Termination without Cause by Company ($) (4)				Termination Upon Death ($) (5)				Termination upon Disability ($) (5)				Change-of- Control ($) (6)				Change-of- Control Termination without Cause ($) (6)
Peter M. Carlino
Cash Severance Benefit (1)		10,497,148				5,248,574				5,248,574				—				15,745,722
Benefit Continuation (2)		15,402				15,402				15,402				—				20,535
Restricted Shares (3)		4,735,457				4,735,457				4,735,457				4,735,457				4,735,457
Performance-Based Restricted Shares (7)		20,944,840				30,859,559				30,859,559				30,859,559				30,859,559
Total		$	36,192,847			$	40,858,992			$	40,858,992			$	35,595,016			$	51,361,273
Steven T. Snyder
Cash Severance Benefit (1)		2,436,542				1,624,361				1,624,361				—				3,248,722
Benefit Continuation (2)		19,311				19,311				19,311				—				25,748
Restricted Shares (3)		1,614,332				1,614,332				1,614,332				1,614,332				1,614,332
Performance-Based Restricted Shares (7)		6,816,900				10,276,851				10,276,851				10,276,851				10,276,851
Total		$	10,887,085			$	13,534,855			$	13,534,855			$	11,891,183			$	15,165,653
Brandon J. Moore
Cash Severance Benefit (1)		1,346,897				897,931				897,931				—				1,795,862
Benefit Continuation (2)		27,377				27,377				27,377				—				36,503
Restricted Shares (3)		1,183,832				1,183,832				1,183,832				1,183,832				1,183,832
Performance-Based Restricted Shares (7)		4,760,190				7,013,536				7,013,536				7,013,536				7,013,536
Total		$	7,318,296			$	9,122,676			$	9,122,676			$	8,197,368			$	10,029,733
Desiree A. Burke
Cash Severance Benefit (1)		1,267,667				845,111				845,111				—				1,690,222
Benefit Continuation (2)		27,377				27,377				27,377				—				36,503
Restricted Shares (3)		1,183,832				1,183,832				1,183,832				1,183,832				1,183,832
Performance-Based Restricted Shares (7)		4,760,190				7,013,536				7,013,536				7,013,536				7,013,536
		$	7,239,066			$	9,069,856			$	9,069,856			$	8,197,368			$	9,924,093
Matthew Demchyk
Cash Severance Benefit (1)		1,020,150				680,100				680,100				—				1,360,200
Benefit Continuation (2)		27,377				27,377				27,377				—				36,503
Restricted Shares  (3)		1,399,125				1,399,125				1,399,125				1,399,125				1,399,125
Performance-Based Restricted Shares (7)		763,166				2,289,500				2,289,500				2,289,500				2,289,500
		$	3,209,818			$	4,396,102			$	4,396,102			$	3,688,625			$	5,085,328

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(1)	Basis for cash severance benefit is 2019 salary and assumes it is an eligible termination as defined under the Company's Executive Change of Control and Severance Plan and includes 2019 salary plus average bonus from the prior three years.

(2)	Represents employer cost of medical and dental coverage.

(3)

Restricted stock award values were computed based on the Company's common stock closing price of $43.05, on December 31, 2019, which was the last trading day of 2019. Restrictions on awards will immediately lapse in the event of termination as a result of termination without cause, death, disability or change-of control.

(4)

Performance-based restricted stock values, in the event of termination without cause by the Company, were computed based on the Company's total shareholder return as compared to the MSCI US REIT Index and in the triple-net REIT group achieved as of December 31, 2019, shown on the table below, and then multiplied by a fraction, the numerator of which equals the number of days during such performance period that such award holder was actively employed by the Company, and the denominator of which equals the total days in the applicable performance period if terminated at December 31,  2019.

	Grant		Performance at December 31, 2019 (% of maximum)
	2017 - US MSCI REIT Index		100	%
	2017 - Triple-NET REIT peers		100	%
	2018 - US MSCI REIT Index		100	%
	2018 - Triple-NET REIT peers		80.4	%
	2019 - US MSCI REIT Index		100	%
	2019 - Triple-NET REIT peers		100	%

(5)

Performance-based restricted stock values, in the event of termination as a result of death or disability, were computed based on the Company's total shareholder return as compared to the MSCI US REIT Index and in the triple-net REIT group achieved as of December 31, 2019, shown on the table above in footnote 4.  The award is determined at the end of the applicable performance period is as if such award holder were still employed at the time of the applicable performance period.

(6)

Performance-based restricted stock values, in the event of change-of-control, were computed based on the Company's total shareholder return as compared to the MSCI US REIT Index and in the triple-net REIT group achieved as of December 31, 2019, which was maximum for awards granted except the triple-net REIT award on January 2, 2018, which is at 80.4% of maximum, as performance shall be deemed to have been achieved at target level or, if greater, the actual level of achievement as of the date of the change-of-control.

(7)	All performance-based restricted stock values were computed based on the Company's common stock closing price of $43.05 on December 31, 2019, which was the last trading day of 2019, plus applicable dividends.

	Peter M. Carlino	Median Employee
Total compensation	$11,433,673	$30,137
Pay Ratio		379:1

		GLPI Common Stock
Name and Address of Beneficial Owner		Shares			%
Peter M. Carlino (1)(2)		11,199,003			5.198	%
Lili Lynton (3)		4,066			*
Joseph W. Marshall, III (4)		44,460			*
James B. Perry (5)		19,414			*
Earl C. Shanks (6)		64,440			*
Barry F. Schwartz (7)		29,017			*
E. Scott Urdang (8)		119,299			*
Steven T. Snyder (9)		497,695			*
Desiree Burke (10)		85,778			*
Brandon J. Moore (11)		134,535			*
Matthew Demchyk (12)		54,395			*
All executive officers and directors as a group (11 persons)		12,552,899			5.827	%
5% Shareholders Not Listed Above
The Vanguard Group Inc. (13)		30,004,643			13.928	%
BlackRock, Inc. (14)		14,301,329			6.639	%
Capital World Investors, a division of Capital Research and Management Company (15)		14,187,220			6.586	%

∗ Less than 1%

(1)

The number of shares in the table includes: (a) 6,307,093 shares owned by the Carlino Family Trust and the Residuary Trust, each described in footnote 2 below, as to which Peter M. Carlino has sole voting power for the election directors and certain other matters and shared investment power and shared voting power with respect to certain matters; (b) 4,781,911 shares jointly-owned with his wife Marshia W. Carlino; and (c) 109,999 shares of restricted stock under which Mr. Carlino has voting rights but his disposition rights are currently restricted.

(2)

5,870,392 shares of our common stock are owned by an irrevocable trust, which we refer to as the Carlino Family Trust, among Peter D. Carlino (who passed away in November 2013), his eight children and the former spouse of one of his children, as settlors, and certain trustees, as to which Peter M. Carlino has sole voting power for the election of directors and certain other matters. 436,701 shares are owned by a residuary trust (the "Residuary Trust") for the benefit of Peter D. Carlino and his children. Peter M. Carlino, David E. Carlino and Richard J. Carlino have shared investment power and shared voting power with respect to certain matters for the Carlino Family Trust and for the Residuary Trust. The Carlino Family Trust has pledged an aggregate of 1,195,741 shares as security for loans to the trust and for the benefit of trust beneficiaries.

(3)	Includes 3,049 shares of restricted stock under which Ms. Lynton  has voting rights but her disposition rights are currently restricted.

(4)	Includes 7,325 shares of restricted stock under which Mr. Marshall has voting rights but his disposition rights are currently restricted.

(5)	Includes 4,625 shares of restricted stock under which Mr. Perry has voting rights but his disposition rights are currently restricted.

(6)	Includes 6,890 shares of restricted stock under which Mr. Shanks has voting rights but his disposition rights are currently restricted.

(7)	Includes 4,625 shares of restricted stock under which Mr. Schwartz has voting rights but his disposition rights are currently restricted.

(8)	Includes 7,173 shares of restricted stock under which Mr. Urdang has voting rights but his disposition rights are currently restricted.

(9)	Includes 39,166 shares of restricted stock under which Mr. Snyder has voting rights but his disposition rights are currently restricted.  Mr. Snyder has pledged an aggregate of 383,208 shares as security for loans.

(10)	Includes 29,166  shares of restricted stock under which Ms. Burke has voting rights but her disposition rights are currently restricted.

(11)	Includes 29,166 shares of restricted stock under which Mr. Moore has voting rights but his disposition rights are currently restricted.

(12)	Includes 20,833 shares of restricted stock under which Mr. Demchyk has voting rights but his disposition rights are currently restricted.

(13)

According to its Schedule 13G/A filed with the SEC on February 11, 2020, consists of shares beneficially owned as of December 31, 2019 by The Vanguard Group Inc. or its subsidiaries, Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd.  The address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

(14)	According to its Schedule 13G/A filed with the SEC on February 5, 2020, consists of shares beneficially owned as of December 31, 2019 by BlackRock, Inc. and its affiliates. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.

(15)

According to its Schedule 13G filed with the SEC on February 14, 2020, consists of shares beneficially owned as of December 31, 2019 by Capital World Investors, a division of Capital Research and Management Company. The address of Capital World Investors is 333 South Hope Street, Los Angeles, CA 90071.

December 31, 2019	(a)			(b)			(c)
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights			Weighted-average exercise price of outstanding options, warrants and rights ($)			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by shareholders	—			—			1,750,857

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increase by 3,000,000 the number of shares of our common stock that may be issued under the Plan;

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provide that no individual could receive any combination of awards relating to more than 1,000,000 shares in a calendar year;

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extend the effectiveness of the Plan for an additional 10 years from the date of shareholder approval of the Amended Plan, or June 11, 2030;

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require that dividends payable on performance-based awards of any kind be deferred until (and in proportion with) the vesting of the underlying shares; and

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prohibit the acceleration of vesting of awards representing more than 5% of the total equity pool under the Amended Plan, except in the cases of death, disability, or termination following a change in control.

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Subject to adjustment as provided in the Amended Plan, the maximum number of shares of our common stock available for issuance will increase by 3,000,000

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As of March 31, 2020, there were 1,007,942 shares that remain available for grant under the Plan

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As of March 31, 2020, 1,745,163 shares were subject to outstanding awards under the Plan

Year			Time-Based Share Granted		Performance- Based Shares Granted(1)		Total Full Value Awards Granted		Weighted Average Common Shares Outstanding		Burn Rate(2)
2019			317,290		512,000		829,290		214,667,000		0.39	%
2018			283,183		556,000		839,183		213,720,000		0.39	%
2017			184,791		558,000		742,791		210,705,000		0.39	%

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Reasonable number of additional shares requested – 3,000,000 shares (in addition to the 1,007,942 shares available as of March 31, 2020)

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Awards would not have a substantially dilutive effect and represent approximately 1.86% of common shares outstanding (based on 215,107,229 shares of common stock outstanding as of March 31, 2020)

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Estimated duration of approximately five years; however, this timeline is simply an estimate used to determine the number of additional common shares requested pursuant to the Amended Plan and future circumstances may require a change to expected equity grant practices. These circumstances include, but are not limited to, the future price of our common stock, award levels and amounts provided by our competitors and our hiring activity over the next few years

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0.39% three-year average burn rate is well below industry standards

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All full-value equity awards for our executive officers vest over a period of at least three years

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Share grants for our executive officers are allocated at least 70% to performance-based equity awards (at the maximum level)

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No vesting in dividends or dividend equivalent rights paid on performance-based awards unless and until the underlying awards vest

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No repricing of options or stock appreciation rights without prior shareholder approval

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No reload or "evergreen" share replenishment features

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Double-trigger equity acceleration in connection with a change in control

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the number and kind of shares of common stock (or other securities or property) with respect to which awards may be granted or awarded;

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the number and kind of shares of common stock (or other securities or property) subject to outstanding awards; and

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the grant, purchase, base amount or exercise price with respect to any outstanding option or SAR.

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a person, entity or group becomes the beneficial owner of shares representing 50% or more of (a) the Company's outstanding shares or (b) the combined voting power of the then outstanding voting securities of the Company entitled to vote in the election of directors, except when such beneficial ownership is due to an acquisition directly from or by the Company, by a Company employee benefit plan or any acquisition following which (1) all or substantially all of the beneficial owners immediately prior to such transaction still beneficially own more than 50% of the Company's outstanding shares; (2) no person beneficially owns 20% or more of the Company's outstanding shares who did not own such amount prior to the transaction; and (3) at least a majority of the directors are continuing directors; or

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the shareholders of the Company approve any plan or proposal for the complete liquidation or dissolution of the Company; or

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the Company consummates a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another entity, unless, following such transaction, (a) all or substantially all of the beneficial owners immediately prior to such transaction still beneficially own more than 50% of the Company's outstanding shares; (b) no person beneficially owns 20% or more of the Company's outstanding shares who did not own such amount prior to the transaction; and (c) at least a majority of the directors are continuing directors; or

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any time continuing directors do not constitute a majority of the Board.

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without prior approval of the shareholders, take any action that requires shareholder approval pursuant to any tax, regulatory or stock exchange requirements, including increasing the maximum number of shares of common stock that may be issued under the Amended Plan (other than pursuant to an equitable adjustment); or

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amend the Amended Plan in a way that adversely affects any rights of an outstanding award holder without prior approval of the holder of such award, except in accordance with the Amended Plan or applicable award.

	Fiscal 2019				Fiscal 2018
Audit Fees - Deloitte & Touche LLP   (1)	$	1,078,000			$	1,141,500
Audit Fees - Predecessor Auditor (1)   (2)	—				94,000
Audit-Related Fees   (3)	32,500				31,500
Tax Fees	—				—
Total Fees	$	1,110,500			$	1,267,000

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(1)

Audit fees include fees associated with the annual audit, reviews of the Company’s quarterly reports on Form 10-Q, annual audits required by law for certain jurisdictions, comfort letters, consents and other audit and attestation services related to statutory or regulatory filings.  Fees included additional out of scope fees for debt refinancing and equity offerings in 2019 and for acquisitions along with related debt refinancing in 2018.

(2)	Audit fees for the predecessor auditor are consent fees.

(3)	The fees disclosed under this category consist of fees for an employee benefit plan audit.

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a proposal to elect seven (7) directors to hold office until the 2021 Annual Meeting of Shareholders and until their respective successor has been duly elected and qualified (Proposal No. 1);

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a proposal to approve the Second Amended and Restated 2013 Long-Term Incentive Compensation Plan (Proposal No. 2);

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a proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the current fiscal year (Proposal No. 3);

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a proposal to approve, on a non-binding advisory basis, the Company’s executive compensation (Proposal No. 4); and

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any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.

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FOR the election of each of the nominees as directors to the Board of Directors (Proposal No. 1)

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FOR the Second Amended and Restated 2013 Long-Term Incentive Compensation Plan (Proposal No. 2)

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FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the current fiscal year (Proposal No. 3)

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FOR the approval, on a non-binding advisory basis, of the Company's executive compensation (Proposal No. 4)

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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.

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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.

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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.

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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.

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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.

Proposal		Vote Required	Broker Discretionary Voting Allowed
Proposal No. 1	Election of Directors	Majority of Votes Cast	No
Proposal No. 2	Second Amended and Restated 2013 Long-Term Incentive Compensation Plan	Majority of Votes Cast	No
Proposal No. 3	Ratification of Appointment of Independent Registered Public Accounting Firm	Majority of Votes Cast	Yes
Proposal No. 4	Non-Binding Advisory Vote to Approve Executive Compensation	Majority of Votes Cast	No

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submitting to our Corporate Secretary, before the voting at the Annual Meeting, a written notice of revocation bearing a later date than the proxy;

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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

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voting during the virtual-only Annual Meeting (participation in the virtual-only Annual Meeting will not by itself constitute a revocation of a proxy) by following the instructions set forth under “What options are available to me to vote my shares? – You may vote during the meeting” above.