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Gaming and Leisure Properties, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Notice of Annual Meeting of Shareholders of Gaming and Leisure Properties, Inc.

1.

To elect Peter M. Carlino, Carol ("Lili") Lynton, Joseph W. Marshall, III, James B. Perry, Barry F. Schwartz, Earl C. Shanks and E. Scott Urdang as directors to hold office until the Company's 2021 Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified.

2.

To approve the Second Amended and Restated 2013 Long-Term Incentive Compensation Plan.

3.

To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the current fiscal year.

4.

To approve, on a non-binding advisory basis, the Company's executive compensation.

5.

To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on June 11, 2020: The Notice of Annual Meeting, Proxy Statement, and Annual Report to Shareholders for the year ended December 31, 2019 are available at www.cstproxy.com/glpropinc/2020.

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Vote using the Virtual Annual Meeting website; and

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Submit questions or comments to the Company’s officers during the meeting via the Virtual Annual Meeting webcast.

Time and Date		Record Date
12:00 p.m. EDT		April 6, 2020
June 11, 2020		Number of Common Shares Eligible to Vote at the Meeting as of the Record Date:
Place If you plan to attend the virtual-only Annual Meeting, please follow the instructions provided in the Proxy Statement to register for and gain access to the Annual Meeting.		215,428,398

Matter	Board Recommendation	Page Reference (for more detail)
Election of Directors	FOR each director nominee	16
Second Amended and Restated 2013 Long-Term Incentive Compensation Plan	FOR	57
Ratification of Independent Registered Public Accounting Firm	FOR	64
Non-Binding Advisory Vote to Approve Executive Compensation	FOR	65

		Director Since			Committee Memberships*
	Name, Age		Principal Occupation		AC	NG	C	Other Public Company Boards
	Peter M. Carlino, 73	2013	Chairman and Chief Executive Officer of Gaming and Leisure Properties, Inc.					Penn National Gaming, Inc. (Emeritus)
	Lili Lynton, 58	2019	Co-founder and Operating Partner, The Dinex Group; Chief Investment Officer, HD American Trust					El Pollo Loco Holdings, Inc.; CIM RACR (Trustee)
	Joseph W. Marshall, III, 67	2013	Vice Chairman of Stevens & Lee, PC, and Vice Chairman of Griffin Holdings, LLC		(F )			SIGA Technologies, Inc.
	James B. Perry, 70	2017	Retired. Former Chairman and Chief Executive Officer of Isle of Capri Casinos, Inc.
	Barry F. Schwartz, 70	2017	Vice Chairman Emeritus MacAndrews & Forbes Inc.					Revlon, Inc. Scientific Games Corporation
	Earl C. Shanks, 63	2017	Retired. Former Chief Financial Officer of Essendant, Inc.		(F)			Verint Systems Inc.
	E. Scott Urdang, 70	2013	Retired. Founder, Chairman, and Chief Executive Officer of Center Square Capital Management, Inc.

* AC	Audit and Compliance Committee	(F)	Audit Committee Financial Expert
NG	Nominating and Corporate Governance Committee		Chair of the Committee
C	Compensation Committee

TOTAL SHAREHOLDER RETURN (1)
1-YEAR		3-YEAR		5-YEAR
GLPI 43%		GLPI 74%		GLPI 110%
MSCI 26%		Triple-Net 39%		Triple-Net 77%
Triple-Net 25%		MSCI 26%		MSCI 41%

(2)

AFFO and AFFO per share are non-GAAP financial measures. AFFO per share is calculated using the Company’s outstanding number of shares on a fully diluted basis. AFFO is FFO as defined by the National Association of Real Estate Investment Trusts (net income, excluding gains or losses from sales of property and real estate depreciation) excluding stock based compensation expense, the amortization of debt issuance costs, bond premiums and original discounts, other depreciation, amortization of land rights, straight-line rent adjustments, direct financing lease adjustments, losses on debt extinguishment, retirement costs and goodwill and loan impairment charges reduced by capital maintenance expenditures. For a complete discussion of our financial performance in 2019 and additional information on non-GAAP financial measures presented in this Proxy Statement, please see our Annual Report on Form 10-K for the year ended December 31, 2019, a copy of which is included in the Annual Report to Shareholders made available to shareholders in connection with this Proxy Statement.

Long-Term, Stable Master Leases	Our master leases are unitary, long-term leases (up to 35 years), primarily with established, profitable gaming operators as our tenants. These leases do not provide our tenants the ability to freely select specific locations on renewals or remove properties during the lease term. The result is dependable cash flow, stable dividends and fully-occupied properties.
Significant Regulatory Oversight	As a gaming REIT, we are subject to the jurisdiction and licensing of gaming regulatory agencies in several states. This regulation has significant impacts on our business operations and acquisitions which include: (1) the licensing of our officers, directors and entities, which is an onerous and intrusive process; and (2) our acquisitions require investigation, review and approval by gaming regulators, which can take up to a year in some instances.
Complex Transactions	Gaming companies are typically held in corporate structures that require separation of assets into operating company/real property company structures in a manner that minimizes tax leakage and maximizes value. To do so in a manner accretive to shareholders, detailed analysis and the ability to solve complex accounting, tax and legal issues are required, as is a thorough understanding of the underlying gaming business to avoid overpaying for assets that may under-perform in the long-term and adversely impact rent.
Limited Development Opportunities	Many states limit the number of casino licenses. As a result, our ability to develop new properties is limited.
Operation of Gaming Facilities	We operate gaming facilities located in Baton Rouge, Louisiana and Perryville, Maryland.  Gaming operations are subject to significant regulatory oversight.

(1)	Base salary for the Company's gaming peers is for 2018 based on public disclosures in 2019 and our CEO's base salary has not changed since 2012.

Shareholder Feedback	Our Response
2019
Diversity	In 2019, we appointed Lili Lynton to our board of directors and subsequently to the Nominating and Corporate Governance Committee
ESG and Diversity Policies	We amended our Corporate Governance Guidelines and Nominating and Corporate Governance Committee charter to demonstrate our commitment to diversity and ESG matters
2018
Plurality Voting Standard	We implemented majority voting with a resignation policy
2017
Single Trigger Change-of- Control	We amended the Company's 2013 Long-Term Incentive Compensation Plan (the "Plan") to provide for double-trigger acceleration of awards in the event of a change-of-control
Potential to Earn Maximum Awards with Negative TSR	Performance-Based Restricted Stock Awards granted after January 1, 2018 are capped at target in the event of negative total shareholder return ("TSR") for the performance period
Target Vesting at 40% TSR	We revised our performance-based restricted stock award program to provide for target vesting at the 50% TSR level with minimum vesting at 25%, maximum vesting at 75% and linear vesting
No Stock Ownership Guidelines	We implemented stock ownership guidelines for NEOs and non-employee directors
Limited Role of Lead Independent Director	We expanded the role of the Lead Independent Director
2016/2015
Performance Goals Not Focused on Triple-Net REITs	Performance-Based Restricted Stock Awards granted after January 1, 2017 bifurcated, with 50% measured against US MSCI REIT Index and 50% against triple-net REITs
Peer Group Lacks Triple-Net REIT Peers	We revised our peer group in 2017 to include a focus on triple-net REIT peers and gaming peers
Classified Board Structure	We proposed Board declassification in 2016

Peter M. Carlino   AGE: 73   DIRECTOR SINCE: 2013   OTHER CURRENT PUBLIC BOARDS: Penn National Gaming, Inc.			Peter M. Carlino has been the Chairman of our Board of Directors and our CEO since our inception in February 2013. Mr. Carlino was the founder of Penn and served as the Chief Executive Officer of Penn from 1994 through October 2013. Mr. Carlino also served as the Chairman of the Board of Directors of Penn from 1994 through May 2019. Since 1976, Mr. Carlino has served in an executive capacity for Carlino Capital Management Corp. and is currently the Chairman of the Board and Chief Executive Officer. Carlino Capital Management Corp. is a holding company that owns and operates various Carlino family businesses, and Mr. Carlino has been continuously active in its strategic planning and monitoring the operations. Mr. Carlino served as the Chairman of the Board of Directors and as Chief Executive Officer for Penn, and now the Company, collectively for over twenty-five (25) years.   Mr. Carlino brings to our Board of Directors extensive management experience, critical knowledge of our properties and a general knowledge and understanding of the gaming industry, real estate assets and real estate development in general. Moreover, as one of the largest beneficial owners of our common stock, his interests are significantly aligned with our efforts to enhance long-term shareholder value.  Our Board of Directors supports and approves Mr. Carlino's nomination and continued service on our Board of Directors because his knowledge and experience are an invaluable asset to us.
Carol ("Lili") Lynton   AGE: 58   DIRECTOR SINCE: 2019   OTHER CURRENT PUBLIC BOARDS: El Pollo Loco Holdings, Inc.; CIM RACR (Trustee)			Lili Lynton has served as a member of our Board of Directors since December 2019. Ms. Lynton is the co-founder and operating partner of The Dinex Group, which operates 17 Daniel Boulud branded restaurants. Prior to forming Dinex, she co-founded Telebank, an internet banking pioneer which was acquired by E*Trade in 1999. Since 1987, she has also served as Chief Investment Officer of HD American Trust, a family investment office formed in 1987, which invests actively across a broad range of asset classes. At HD American Trust, Ms. Lynton is responsible for selection of asset managers, asset allocation, liquidity and leverage parameters with direct management responsibility for the firm’s venture capital and real estate portfolio. From 1987 through 1990, Ms. Lynton was an investment analyst at financial services company, Sanford C. Bernstein, and from 1983 through 1985 she was a mergers and acquisition analyst at Lehman Brothers. Ms. Lynton is currently a Director of El Pollo Loco Holdings, Inc. and serves as a Trustee, Audit Committee Chair of CIM RACR (a Securities and Exchange Commission-registered Interval Fund). She also serves on the Advisory Board, The Hamilton Project, a division of the Brookings Institution, which develops proposals for a more equitable and robust U.S. economy; as Trustee, East Harlem Tutorial Program (afterschool service provider) and East Harlem Scholars Academy (operates six charter schools); and Trustee of the Guggenheim Foundation (awards 175 annual Guggenheim Fellowships).   Ms. Lynton brings to our Board of Directors experience in investment analysis, mergers and acquisitions, business operations and other significant transactions. The Board of Directors supports and approves Ms. Lynton's nomination and continued service on our Board of Directors because her background is an invaluable asset to us, particularly in connection with evaluating potential acquisition and financing opportunities.

Joseph W. Marshall, III   AGE: 67   DIRECTOR SINCE: 2013   OTHER CURRENT PUBLIC BOARDS: SIGA Technologies, Inc.			Joseph W. Marshall, III has served as a member of our Board of Directors since October 2013. Mr. Marshall has also served as the Vice Chairman of the law firm Stevens & Lee, PC and Vice Chairman of Griffin Holdings, LLC since February 2010.  Mr. Marshall has served on the Board of Directors of SIGA Technologies, Inc. (Nasdaq) since 2009 and has served on a number of other boards in the past, including the Cancer Treatment Centers of America-Eastern Regional Medical Center and First Bank of Delaware. From 2001 to 2008, Mr. Marshall served as the Chairman and CEO of Temple University Health System, one of the largest health care organizations in Pennsylvania. Mr. Marshall served as director of Health Partners, a provider-owned Medicaid/Medicare Health Maintenance Organization operating in Greater Philadelphia, from 2003 to 2008. Mr. Marshall also previously served on the Pennsylvania Gaming Control Board, Pennsylvania Ethics Commission and the Medicaid Commission created by Congress and established by the Honorable Michael O. Leavitt, Secretary of the U.S. Department of Health & Human Services. In addition, Mr. Marshall is a member of the Board of Trustees of Temple University.   The Board of Directors supports and approves Mr. Marshall’s nomination and continued service on our Board of Directors because of his extensive experience and knowledge of gaming regulation and his significant experience as a director and an executive in both the private and public sectors.
James B. Perry   AGE: 70 DIRECTOR SINCE: 2017			James B. Perry was appointed to our Board of Directors in March 2017. Mr. Perry served on the Board of Directors of Isle of Capri Casinos, Inc. (“Isle”) from 2007 to 2014 and was named Chairman of the Board of Directors and Executive Chairman of the Board of Directors in 2009 and 2011, respectively. From March 2008 to April 2011, he served as Isle’s Chief Executive Officer. Prior to being named Chairman, Mr. Perry was Executive Vice Chairman from March 2008 to August 2009 and Vice Chairman from July 2007 to March 2008. Mr. Perry served as a Class III Director on the board of Trump Entertainment Resorts, Inc. from May 2005 until July 2007. From July 2005 to July 2007, Mr. Perry served as Chief Executive Officer and President of Trump Entertainment Resorts, Inc., which filed for Chapter 11 bankruptcy in February 2009. Mr. Perry was President of Argosy Gaming Company from April 1997 through July 2002 and Chief Executive Officer of Argosy Gaming Company from April 1997 through May 2003. Mr. Perry also served as a member of the Board of Directors of Argosy Gaming Company from 2000 to July 2005.   The Board of Directors supports and approves Mr. Perry’s nomination and continued service on our Board of Directors because he brings more than thirty (30) years of gaming industry experience to the Board of Directors. He also has extensive experience in executive management, corporate governance and strategic planning.
Barry F. Schwartz   AGE: 70   DIRECTOR SINCE: 2017 OTHER CURRENT PUBLIC BOARDS: Revlon, Inc.   Scientific Games Corporation			Barry F. Schwartz was appointed to our Board of Directors in May 2017. Mr. Schwartz has been Vice Chairman Emeritus of MacAndrews & Forbes Incorporated since July 2019. Mr. Schwartz was Executive Vice Chairman and Vice Chairman of MacAndrews & Forbes Incorporated and various affiliates from December 2015 to July 2019. Prior to that, Mr. Schwartz was Executive Vice President and General Counsel of MacAndrews & Forbes Incorporated and various affiliates since 1993 and Senior Vice President of MacAndrews & Forbes Incorporated and various affiliates from 1989 to 1993. Mr. Schwartz is a director of Revlon, Inc., Revlon Consumer Products Corporation and Scientific Games Corporation. During the past five (5) years, Mr. Schwartz also served as a director of Harland Clarke Holdings Corp. and M & F Worldwide Corp.   The Board of Directors supports and approves Mr. Schwartz’s nomination and continued service on our Board of Directors because of his extensive experience in the areas of mergers and acquisitions, legal and compliance through his service as a senior executive in a large, diversified holding company. Additionally, in connection with his role at MacAndrews & Forbes, Mr. Schwartz serves as a director of several public and private portfolio companies, which offers valuable alternative perspectives.

Earl C. Shanks   AGE: 63   DIRECTOR SINCE: 2017   OTHER CURRENT PUBLIC BOARDS: Verint Systems Inc.			Earl C. Shanks was appointed to our Board of Directors in March 2017. Mr. Shanks served as Chief Financial Officer of Essendant Inc., a leading supplier of workplace essentials, from November 2015 through May 2017. Previously, Mr. Shanks served as the Chief Financial Officer at Convergys Corporation from 2003 until 2012. Prior to that, Mr. Shanks held various financial leadership roles with NCR Corporation, ultimately serving as the Chief Financial Officer, where he oversaw treasury, finance, real estate and tax. Additionally, Mr. Shanks has served as a director of Verint Systems Inc. since July 2012 .   The Board of Directors supports and approves Mr. Shanks’ nomination because of his financial expertise and significant public company experience as both a Chief Financial Officer and director.
E. Scott Urdang   AGE: 70   DIRECTOR SINCE: 2013			E. Scott Urdang has served as a member of our Board of Directors since October 2013. Mr. Urdang, who retired in 2012, was the founder, Chief Executive Officer and Chairman of Urdang Capital Management (now Center Square Capital Management, Inc.). CenterSquare Capital Management is an investment management company that manages and participates in public, private, global, and US-only real estate investment strategies. Mr. Urdang founded the company in 1987 and, at the time of his retirement, it had in excess of $5 billion under management. From 1984 to 1987, Mr. Urdang was a Partner at Laventhol and Horwath, a national consulting and accounting firm, where he served as regional partner in charge of real estate consulting with national responsibility for its pension consulting practice. Mr. Urdang also has experience as a Vice-President of Finance of a large regional development company that was involved in residential subdivisions, office buildings, apartments and shopping centers. Mr. Urdang has twenty (20) years of experience teaching both undergraduate and graduate courses in economics, corporate finance, and real estate finance and investment analysis at the Wharton School of the University of Pennsylvania.   The Board of Directors supports and approves Mr. Urdang’s nomination and continued service on our Board of Directors because of his extensive experience, comprehensive, knowledge, and strong record of success in the real estate industry as an investor, developer, entrepreneur, and professor.

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consulting with the Chairman, as appropriate, regarding the information, agendas and schedules of Board and Board committee meetings, including the ability to add items to the agendas for any meeting;

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scheduling, setting the agenda for and serving as chair of meetings of independent directors;

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serving as principal liaison between the independent directors and the Chairman and between the independent directors and senior management;

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presiding at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors;

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in the event of the death, incapacity, resignation or removal of the Chairman, becoming the acting Chairman until a new Chairman is selected; and

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ensuring that he is available for consultation and direct communications on behalf of the independent directors with major shareholders as appropriate.

	NAME		AUDIT AND COMPLIANCE	COMPENSATION	NOMINATING AND CORPORATE GOVERNANCE
	Peter M. Carlino
	Lili Lynton   (1)				●
	Joseph W. Marshall, III		Chair		●
	E. Scott Urdang			●	Chair
	Earl C. Shanks		●
	James B. Perry			Chair
	Barry F. Schwartz		●
	Number of Committee Meetings Held in 2019		8	7	2

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to oversee the quality and integrity of our financial statements and our accounting and financial reporting processes;

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to prepare the Audit and Compliance Committee report required by the SEC to be included in our annual proxy statements;

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to review and discuss with management and the independent registered public accounting firm our annual and quarterly financial statements;

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to review and discuss with management and the independent registered public accounting firm our earnings press releases;

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to appoint, compensate and oversee our independent registered public accounting firm, and pre-approve all auditing services and non-audit services to be provided to us by our independent registered public accounting firm;

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to review the qualifications, performance and independence of our independent registered public accounting firm;

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to establish procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;

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to review and approve related person transactions that would be required to be disclosed in our SEC reports;

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to annually review the Code of Conduct; and

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to oversee the Company’s compliance program.

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to determine the compensation of our CEO and other executive officers;

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to establish, review and evaluate employee compensation, plans, policies and procedures;

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to review and approve any employment contracts, severance agreements or similar arrangement between the Company and any executive officer of the Company;

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to review and discuss with management the relationship between the Company’s policies and practices for compensating employees, risk-taking incentives and risk management;

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to review, monitor, and make recommendations concerning incentive compensation plans;

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to oversee shareholder engagement with respect to executive compensation matters; and

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to recommend the compensation of directors.

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review the structure, composition, eligibility and size of the Board and its committees, including the suitability of candidates and current directors, and make recommendations to the Board based on its review and analysis;

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identify and recommend to our Board of Directors potential candidates, including any candidates recommended by our shareholders, for election to the Board of Directors by the shareholders at annual meetings, including an annual review as to the renominations of incumbents and proposed nominees for election by the Board of Directors to fill vacancies that occur between shareholder meetings;

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oversee and review the Company’s strategies, activities, policies and communications regarding sustainability and ESG matters and make recommendations to the Board, including reviewing and recommending to the Board for approval, any guidelines, documents or policies, or any changes thereto, that comprise the Company’s ESG framework;

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oversee shareholder engagement with respect to ESG matters;

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review and assess succession planning;

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oversee Board and committee evaluation;

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recommend members for each committee of the Board of Directors; and

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engage third parties, if and when the committee deems appropriate, to identify potential director nominee candidates, which shall include instructing such parties of the criteria to be considered to ensure the Committee’s commitment to maintain an appropriate balance of tenure, diversity, skills and experience on the Company’s Board.

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to provide fair compensation to directors commensurate with the time commitments, responsibilities and strict gaming licensing requirements that must be maintained for service on our Board;

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to attract and retain experienced, highly-qualified individuals to serve on our Board; and

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to provide a compensation program that aligns the interest of directors with shareholders by providing a significant portion of annual compensation in the form of equity.

		Schedule of Director Compensation for 2019
	Annual Cash Retainer	$100,000
	Annual Restricted Stock Award	Restricted Stock valued at $175,000
	Committee Chair Retainer	$30,000 for the Audit and Compliance Committee
		$20,000 for the Compensation Committee
		$17,500 for the Nominating and Corporate Governance Committee
	Committee Member Retainer	$15,000 for the Audit and Compliance Committee
		$10,000 for the Compensation Committee
		$8,750 for the Nominating and Corporate Governance Committee

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a candidate’s background and skills, including financial literacy, independence, and the contribution he or she would make in light of the Company’s business strategy;

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a candidate’s ability to meet the suitability requirements of all relevant regulatory authorities;

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a candidate’s ability to represent the interests of the shareholders;

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a candidate’s ability to work constructively with the Company’s management and other directors; and

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a candidate’s availability, including the number of other boards on which the candidate serves, and his or her ability to dedicate sufficient time and energy to his or her board duties.

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the name and address of such shareholder, as they appear on the Company’s books, the telephone number of such shareholder, and the name, address and telephone number of such beneficial owner, if any;

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a statement or SEC filing from the record holder of the shares, derivative instruments or other interests verifying the holdings of the beneficial owner and indicating the length of time the shares, derivative instruments or other interests have been held by such beneficial owner and any other information relating to such shareholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, including, but not limited to, voting arrangements, rights to dividends or performance related fees associated with any securities held, material legal proceedings involving the Company, its directors, officers or affiliates, and any material interest in any material contract or agreement with the Company, its affiliates or any principal competitors;

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a representation that such shareholder and beneficial owner, if any, intend to be present in person at the meeting;

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a representation that such shareholder and such beneficial owner, if any, intend  to continue to hold the reported shares, derivative instruments or other interests through the date of the Company’s next annual meeting of shareholders; and

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a completed and signed questionnaire, multi-jurisdictional personal history disclosure form, representations, agreement and consent to provide additional information and to submit to a background check prepared with respect to and signed by such shareholder and beneficial owner, and such additional information, documents, instruments, agreements and consents as may be deemed useful to the Board of Directors to evaluate whether such shareholder or beneficial owner is an Unsuitable Person.

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all information relating to the recommended nominee that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director, if elected);

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a description of all direct and indirect compensation, economic interests and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such shareholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each recommended nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the shareholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the recommended nominee were a director or executive officer of such registrant;

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a description of all relationships between the proposed nominee and the recommending shareholder and the beneficial owner, if any, and of any agreements, arrangements and understandings between the recommending shareholder and the beneficial owner, if any, and the recommended nominee regarding the nomination;

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a description of all relationships between the recommended nominee and any of the Company’s competitors, customers, suppliers, labor unions (if applicable) and any other persons with special interests regarding the Company;

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a completed and signed questionnaire, multi-jurisdictional personal history disclosure form, representations, agreement and consent to provide additional information and to submit to a background check prepared with respect to and signed by the recommended nominee, and such additional information, documents, instruments, agreements and consents as may be deemed useful to the Board of Directors to evaluate whether such nominee is an Unsuitable Person; and

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the written representation and agreement (in the form provided by the Secretary upon written request) of the recommended nominee that he or she (1) is not and will not become a party to voting commitment that has not been disclosed to the Company or that could limit or interfere with such person’s ability to comply, if elected as a director of the Company, with such person’s fiduciary duties under applicable law, (2) is not and will not become a party to any compensation arrangement with any person or entity in connection with service or action as a director that has not been disclosed, and (3) in such person’s individual capacity, and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Company, and will comply with all applicable publicly disclosed corporate governance and other policies and guidelines of the Company.

Name	Title
Peter M. Carlino	Chairman and Chief Executive Officer
Steven T. Snyder (1)	Senior Vice President and Chief Financial Officer
Brandon J. Moore	Senior Vice President, General Counsel and Secretary
Desiree A. Burke	Senior Vice President and Chief Accounting Officer
Matthew Demchyk	Senior Vice President, Investments

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Delivered a 43% TSR in 2019

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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

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Annual dividend increased by 7% in 2019 and by 32% since our formation

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AFFO per share continued to grow at a strong rate, increasing by 8% in 2019 and 32% since our formation

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Completed $1.1 billion in new unsecured notes with proceeds used to extinguish certain amounts under the Company's credit facility and a partial tender for the Company's outstanding unsecured notes due in 2020

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Committed to board diversity with the addition of a female board member

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

(2)

AFFO and AFFO per share are non-GAAP financial measures. AFFO per share is calculated using the Company’s outstanding number of shares on a fully diluted basis. AFFO is FFO as defined by the National Association of Real Estate Investment Trusts (net income, excluding gains or losses from sales of property and real estate depreciation) excluding stock based compensation expense, debt issuance costs amortization, other depreciation, amortization of land rights, straight-line rent adjustments, direct financing lease adjustments, losses on debt extinguishment, retirement costs and goodwill impairment charges reduced by maintenance capital expenditures. For a complete discussion of our financial performance in 2019 and additional information on non-GAAP financial measures presented in this Proxy Statement, please see our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC, a copy of which is included in the Annual Report to Shareholders made available to shareholders in connection with this Proxy Statement.

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No increases to our CEO’s pay opportunity   since our formation, including the following:

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No increase in base salary

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No increase in annual bonus payout opportunities

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No increase in the number of shares awarded in each year

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Approximately 75% of our NEOs’ pay opportunity is variable, performance-based   compensation tied to the achievement of predetermined quantitative performance criteria designed to drive shareholder value:

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80% of our annual performance cash bonus program is tied to the achievement of objective, financial performance goals, including AFFO, dividends and acquisitions

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70% of the value of equity awards continue to be at-risk and are contingent upon the Company achieving rigorous total shareholder return hurdles over a three-year performance period

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These two components of “at risk” compensation represent a significant portion of management’s total compensation opportunity:

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Rigorous performance goals for both our annual performance cash bonus program and performance-based equity awards:

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Maximum payout under the cash bonus program requires exceptional performance

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Maximum payout for the performance-based equity awards requires top quartile relative TSR performance over a three-year period

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Performance-based equity award payout capped at target if absolute TSR is negative over the performance period

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In lieu of employment agreements, we adopted the Executive Change in Control and Severance Plan in 2019 to provide certain of the Company’s senior management employees with compensation and benefits in the event of certain termination events.The Executive Change in Control and Severance Plan is more fully described under Certain Relationships and Related Person Transactions in this Proxy Statement.

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Share ownership guidelines   for our executive officers and non-employee directors

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Clawback policy   that applies to all executive officers to recover incentive compensation under certain circumstances

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Anti-hedging policy that prohibits trading in puts, calls, options or other derivative instruments derived from the value of the Company’s stock

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Double trigger vesting acceleration of incentive equity awards upon a change of control

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Increased board diversity with the appointment of a female board member

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We are exclusively focused on the acquisition and development of gaming properties

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Acquiring gaming properties from taxable corporations includes complex tax, accounting, legal and structural issues

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Our executives require knowledge and expertise in both the real estate and gaming operations to balance our strategic initiatives with our unique structure

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We compete for talent and assets with not just REITs, but with companies in the highly competitive gaming industry

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Companies with whom we compete for investors and capital – Gaming REITs and Triple-Net Lease REITs

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Companies with whom we compete with for talent and assets – Gaming Operators

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offer a competitive and balanced compensation program to compensate executives for the unique experience required of our management team, taking into consideration the total compensation opportunity offered by other REITs and gaming companies;

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utilize a mix of fixed and performance-based compensation designed to closely align the interests of management with those of the Company’s shareholders; and

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attract and retain the best possible management team for the Company to increase shareholder value and maintain the Company’s credibility in, and access to, the capital markets.

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no agreements or arrangements containing tax gross-ups or other similar tax indemnification provisions;

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compensation largely based on multiple performance metrics, including dividends, adjusted funds from operations and relative total shareholder return;

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compensation that includes a combination of variable and fixed incentive opportunities;

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double trigger acceleration of incentive awards in the event of a change-of-control;

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share ownership requirements for executive officers and directors;

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established maximum bonus opportunities; and

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capped performance-based equity awards at target if total shareholder return is negative.

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the experience necessary to identify and solve the significant tax, accounting, legal and structural complexities inherent in the types of transactions conducted by the Company;

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compensation packages of gaming peers with whom the Company competes for talent and assets;

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the dividend payout for the previous fiscal year and projected dividends for the current year;

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the ability to enter into definitive acquisition agreements for properties that will be accretive to the Company’s AFFO and dividend;

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the Company’s performance relative to its REIT peers;

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the performance of the Company’s properties in Perryville, Maryland and Baton Rouge, Louisiana;

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the individual performance of the executives and their total compensation relative to similarly situated gaming executives;

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a breakdown of the various components of each executive officer’s compensation package;

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compensation structure and performance goals of our REIT peers;

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perquisites and other benefits, if any, offered to each executive; and

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the performance of previous performance-based equity incentive awards.

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gaming companies comparable to the Company in terms of its asset portfolio and the knowledge and skills necessary by the executive team to effectively evaluate opportunities and to manage the Company’s operating properties;

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gaming companies with whom the Company competes for talent;

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triple-net REITs with revenues primarily derived from triple-net leases; and

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companies with a total enterprise value ranging from 0.5x to 2.5x that of the Company.

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

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the peer group is over-weighted toward triple-net REITs (represents more than two-thirds of the peer group); and

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our implied equity market capitalization and total enterprise value equates to the approximate median of the peer group.

	Component	Description	Objective	Strategic Rationale
	Base Salary	Fixed cash compensation	Provide competitive fixed compensation considering the job responsibilities, individual performance, skills and experience	Designed to attract and retain executives with the experience to implement the Company’s growth strategy
	Annual Performance Cash Awards	Cash compensation with 80% tied to achievement of pre-determined quantitative performance goals and 20% tied to qualitative performance	Provide incentives for executives to enter into accretive transactions that result in growing dividend distributions and AFFO	Motivates the achievement of short-term corporate objectives that are aligned with our annual budget and business plan; aligns executive and shareholder interests
	Long-Term Fixed Equity Awards	Annual equity awards with time-based vesting equally over a three-year period	Supplement fixed compensation with long-term compensation to enhance retention and encourage long-term growth	Aligns executive and shareholder interests and rewards long-term stock performance
	Long-Term Performance-Based Equity Awards	Annual equity award with three-year cliff vesting based on total shareholder return measured against the US MSCI Index and triple-net REIT peers	Provide a significant portion of total potential compensation tied to long-term stock performance	Aligns executive and shareholder interests and rewards long-term stock performance with no payout for under-performance

Executive	2019 Salary	Change
Chairman and Chief Executive Officer	$1,808,468	No Change Since 2012
Senior Vice President and Chief Financial Officer	$569,841	No Change Since 2018
Senior Vice President, General Counsel and Secretary	$425,000	No Change Since 2016
Senior Vice President and Chief Accounting Officer	$400,000	No Change Since 2016
Senior Vice President, Investments	$360,000	Hired on February 4, 2019

Performance Metric	Weighting	Rationale for Inclusion
AFFO Growth	50%	Motivates management to responsibly deploy capital and focus on profitability
Dividend Growth	30%	Encourages management to focus on the payout to shareholders
Subjective/Individual	20%	Recognition of individual success

	Component	Threshold	Target	Maximum
	AFFO Growth	Annual AFFO per share of $3.35	Annual AFFO per share of $3.40	Annual AFFO per share of $3.45
	Dividend Growth	Fourth quarter dividend per share of $0.68	Fourth quarter dividend per share of $0.685	Fourth quarter dividend per share of $0.70

	Executive	Threshold		Target		Maximum
	Chairman and Chief Executive Officer	50	%	100	%	200	%
	Senior Vice President and Chief Financial Officer	50	%	100	%	200	%
	Senior Vice President, General Counsel and Secretary	37.5	%	75	%	150	%
	Senior Vice President and Chief Accounting Officer	37.5	%	75	%	150	%
	Senior Vice President of Investments	25	%	50	%	100	%

	Executive	Actual Bonus Percent of Base Salary	Actual Payment
	Chairman and Chief Executive Officer	194%	$	3,508,426
	Senior Vice President and Chief Financial Officer	194%	$	1,105,492
	Senior Vice President, General Counsel and Secretary	146%	$	618,375
	Senior Vice President and Chief Accounting Officer	146%	$	582,000
	Senior Vice President, Investments	89%	$	320,100

Triple-Net REITs
	Agree Realty Corporation	Omega Healthcare Investors
	Alexandria Real Estate Equities	One Liberty Properties
	CareTrust REIT, Inc.	Realty Income Corporation
	EPR Properties	Sabra Health Care REIT, Inc.
	Four Corners Property Trust	Seritage Growth Properties
	Getty Realty	Spirit Realty Capital
	Gladstone Commercial Corporation	Spirit MTA REIT (1)
	Global Net Lease	STAG Industrial Group
	Lexington Realty Trust	STORE Capital Corporation
	LTC Properties	Uniti Group, Inc.
	Medical Properties Trust, Inc.	VEREIT, Inc.
	MGM Growth Properties LLC	VICI Properties Inc.
	National Retail Properties	W. P. Carey Inc.

Level	Relative TSR Hurdles (%)	Payout Percentage
Below Threshold		0%
Threshold	25th percentile	50%
Target	50th percentile	100%
Maximum	75th percentile	200%

	Executive	Target Performance-Based Equity Awards
	Chairman and Chief Executive Officer	110,000
	Senior Vice President and Chief Financial Officer	40,000
	Senior Vice President, General Counsel and Secretary	25,000
	Senior Vice President and Chief Accounting Officer	25,000
	Senior Vice President, Investments	25,000

Program	Performance Period	Performance Metric	Actual Performance	Status as of 12/31/19 (1)
2019 Performance Awards	January 2019-December 2021	Relative TSR vs. MSCI US REIT Index and Select Triple-Net Lease REITs	Matures 12/31/2021	Relative TSR as of 12/31/2019 would result in 200% of the target award
2018 Performance Awards	January 2018 - December 2020	Relative TSR vs. MSCI US REIT Index and Select Triple-Net Lease REITs	Matures 12/31/2020	Relative TSR as of 12/31/2019 would result in 200% of MSCI US REIT-based target award and 161% of the triple-net lease-based target award
2017 Performance Awards	January 2017 - December 2019	Relative TSR vs. MSCI US REIT Index and Select Triple-Net Lease REITs	Both measures above the 80th Percentile	200% of the target award was earned
2016 Performance Awards	January 2016 - December 2018	Relative TSR vs. MSCI US REIT Index	Above 80th Percentile	200% of the target award was earned
2015 Performance Awards	January 2015 - December 2017	Relative TSR vs. MSCI US REIT Index	Above 80th Percentile	200% of the target award was earned
2014 Performance Awards	January 2014 - December 2016	Relative TSR vs. MSCI US REIT Index	Below 25th Percentile	0% of the target award was earned

	Executive	Number of Shares
	Chairman and Chief Executive Officer	55,000
	Senior Vice President and Chief Financial Officer	20,000
	Senior Vice President, General Counsel and Secretary	15,000
	Senior Vice President and Chief Accounting Officer	15,000
	Senior Vice President, Investments	12,500