NOTICE OF ANNUAL MEETING OF SHAREHOLDERS ON JUNE 15, 2023

Gaming and Leisure Properties, Inc. (the “Company” or “GLPI”) has decided to provide its shareholders with the option to meet in person this year or via a live virtual online webcast to conduct the required annual business of GLPI. The Company’s 2023 annual meeting of shareholders (the “Annual Meeting”) will be held on Thursday, June 15, 2023 at 10:00 a.m. (EDT) in person at the Four Seasons Hotel Philadelphia, One North 19th Street, Philadelphia, Pennsylvania 19103 and also by means of a live virtual online 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 11, 2023 are entitled to vote at the Annual Meeting and any postponements or adjournments of the meeting.

By order of the Board of Directors,

PETER M. CARLINO

Chairman of the Board of Directors

Wyomissing, Pennsylvania

April 28, 2023

Your Vote is Important

Please vote as promptly as possible by using the Internet, 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 28, 2023.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders

to be Held on June 15, 2023: The Notice of Annual Meeting, Proxy Statement, and Annual Report to

Shareholders for the year ended December 31, 2022 are available at www.proxydocs.com/GLPI.

ACCESS TO THE 2023 ANNUAL MEETING

The 2023 annual meeting of the Company’s shareholders (the “Annual Meeting”) will be conducted virtually over the Internet by means of a live audio webcast and in-person at the Four Seasons Hotel Philadelphia, One North 19^th Street, Philadelphia, Pennsylvania 19103. Only shareholders who own GLPI common stock as of the close of business on April 11, 2023 will be entitled to attend the Annual Meeting.

If you wish to attend the Annual Meeting, regardless of whether your shares are registered in your name with GLPI’s transfer agent, Continental Stock Transfer & Trust Company (“Continental Stock Transfer”), or your shares are held by a stock brokerage account or by a bank or other holder of record, you may either attend in person or attend virtually by going to www.proxydocs.com/GLPI and register by using the control number located on your proxy card, Notice Regarding the Availability of Proxy Materials, or voting instruction form. Upon completing your registration, you will receive further instructions by email, including a unique link that will allow you access to the Annual Meeting and to vote and submit questions to be answered at the Annual Meeting. If you are a beneficial owner of shares registered in the name of a broker, bank, or other nominee, as part of the registration process, you will also need to provide the registered name on your account and the name of your broker, bank, or other nominee.

Shareholders may begin to log in to the Annual Meeting 15 minutes prior to the start time. If you encounter any difficulties accessing the virtual Annual Meeting platform, including any difficulties voting, you may call the technical support number that will be included in your instructional email.

Please note that if you attend the Annual Meeting in person, you may be asked to present valid photo identification, such as a driver’s license or passport. If you are a shareholder holding stock in brokerage accounts or by a bank or other intermediary, you may be required to show a brokerage statement or account statement reflecting your stock ownership as of the record date, but in order to vote your shares at the Annual Meeting, you must obtain a “legal proxy” from the bank or brokerage firm that holds your shares.

Shareholders participating in the virtual Annual Meeting will be in a listen-only mode and will not be able to speak during the webcast.

TABLE OF CONTENTS

 

Proxy Summary

ESG Highlights

Board of Directors

Executive Compensation

Audit Committee Matters

Voting Proposals

Other Matters

This Proxy Statement is furnished to you in connection with the solicitation of proxies by the Board of Directors (the “Board”) 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 both in person at the Four Seasons Hotel Philadelphia, One North 19^th Street, Philadelphia, Pennsylvania 19103 and via a live virtual online webcast on June 15, 2023 (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 2022 performance, please review the Company’s Annual Report to Shareholders for the year ended December 31, 2022.

2023 Annual Meeting of Shareholders

On or about April 28, 2023, 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

 

Proxy Summary

ESG Highlights

Board of Directors

Executive Compensation

Audit Committee Matters

Voting Proposals

Other Matters

BOARD NOMINEES

The following table provides summary information about the director nominees:

 

Proxy Summary

ESG Highlights

Board of Directors

Executive Compensation

Audit Committee Matters

Voting Proposals

Other Matters

The following matrices summarize the skills, experience and diversity of our Board nominees:

Board Skills, Experience and Diversity

Strategic Planning and Leadership

●

●

●

●

●

●

●

●

Accounting/Finance

●

●

●

●

●

Risk Management

●

●

●

●

●

●

●

Legal/Regulatory/Compliance

●

●

●

Information Technology/Cybersecurity

●

Gaming Industry Experience

●

●

●

●

CEO/Executive Management Experience

●

●

●

●

●

●

●

●

Mergers and Acquisitions

●

●

●

●

●

●

●

Real Estate Industry Experience/REIT

●

●

●

Community Engagement/Non-Profit

●

●

●

●

●

●

●

Board Age

Age

76

71

61

70

73

74

66

73

Director Tenure

Director Since

2013

2021

2019

2013

2017

2017

2017

2013

Board Gender

Female / Male

M

F

F

M

M

M

M

M

Board Ethnicity

African American or Black

●

Alaskan American or Native American

Asian

Hispanic or Latinx

Native Hawaiian or Pacific Islander

White

●

●

●

●

●

●

●

Two or More Races or Ethnicities

LGBTQ+

Did not Disclose Demographic Background

 

Proxy Summary

ESG Highlights

Board of Directors

Executive Compensation

Audit Committee Matters

Voting Proposals

Other Matters

Financial and Strategic Achievements

Focus on Stability

Assets Critical for State Budgets

State and local governments have vested interest in property success through tax revenues

 

Proxy Summary

ESG Highlights

Board of Directors

Executive Compensation

Audit Committee Matters

Voting Proposals

Other Matters

Executive Compensation

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 long-term shareholder value, while taking into consideration the interests of other stakeholders and not taking undue financial risks. At the same time, the Compensation Committee believes that the executive compensation program should enable the Company to attract and retain the executive talent needed to grow and further its strategic initiatives. To achieve this goal, the compensation program is heavily weighted toward performance-based pay that is tied to several different categories, including total shareholder return (“TSR”), adjusted funds from operations (“AFFO”), dividends per share, and strategic and operational goals. The compensation program is structured on a foundation that includes the following principles:

Key Compensation Practices

 

Proxy Summary

ESG Highlights

Board of Directors

Executive Compensation

Audit Committee Matters

Voting Proposals

Other Matters

Majority of Compensation “At-Risk”

Our executive compensation program is designed to motivate and reward executives to execute our business strategy tied to rigorous performance goals. The majority of our named executive officers’ (“NEOs”) compensation is variable and primarily in the form of “at-risk” compensation. The breakdown of our NEO compensation as a group is as follows:

Key 2022 Compensation Decisions

Below is a snapshot of certain key compensation decisions made by the Compensation Committee for our NEOs in 2022:

Responsive to Shareholder Feedback

Our Board of Directors and its committees value the opinions of our shareholders and have continued to listen and promptly address shareholder concerns and suggestions. We value the relationships we have with our shareholders and encourage them to reach out off-season with questions, concerns or other opportunities to engage.

We continued our proactive engagement efforts with investors in 2022. Specifically, the Company held over 300 meetings (virtual and in-person) with firms to discuss various corporate matters and solicit feedback. We spoke at length with our investors during these outreach efforts and engaged in meaningful dialogue with various members of our investors’ capital market teams and corporate governance teams, covering a wide range of topics, including capital markets strategy, capital allocation process and strategy, our unique competitive advantages, balance sheet management, gaming industry perspective, tenant relationships, regional gaming, real estate’s unique investment merits, matters regarding ESG, and executive compensation.

 

Proxy Summary

ESG Highlights

Board of Directors

Executive Compensation

Audit Committee Matters

Voting Proposals

Other Matters

Shareholder Engagement

Your Feedback and Our Response Over the Years

 

Proxy Summary

ESG Highlights

Board of Directors

Executive Compensation

Audit Committee Matters

Voting Proposals

Other Matters

CORPORATE RESPONSIBILITY AND ENVIRONMENTAL, SOCIAL AND GOVERNANCE

				Environmental

 

Proxy Summary

ESG Highlights

Board of Directors

Executive Compensation

Audit Committee Matters

Voting Proposals

Other Matters

				Social
				●  Achieved 100% tenant engagement during second year of our formalized Tenant Partnership Program   ●  Through our Tenant Partnership Program, we identified definitive partnership and community engagement opportunities for 2023   ●  Demonstrated our commitment to advancing diversity in the REIT sector by supporting the Nareit Foundation’s Dividends Through Diversity, Equity & Inclusion (DDEI) Giving Campaign as a founding donor   ●  Distributed an annual award of restricted company stock to all GLPI employees   ●  Inaugurated an Annual Day of Service to support the Berks County branch of Helping Harvest   ●  Made a $50,000 donation to Hope Rescue Mission to support construction of Lighthouse, a local shelter for women and children, with a multi-year donation commitment   ●  Charitable donation matching policy amended to include directors and to increase Company match   ●  Conduct annual director and employee training and refreshment on the Company’s Code of Business and a broad range of subjects, including diversity and inclusion and workplace safety   ●  Implemented a policy providing paid time off to allow employees to volunteer at local charities

				Governance
				●  Established a cross-functional ESG Steering Committee to manage the Company’s ESG initiatives and develop strategies which reports to the Nominating and Corporate Governance Committee   ●  Formalized and published cross-functional ESG Steering Committee Charter   ●  Published a standalone Statement on Environmental, Social and Corporate Governance Matters

Tenant Engagement

With the exception of our corporate headquarters, the properties in our portfolio are leased to gaming operators in triple-net lease arrangements, meaning each operator is responsible for business operations, maintenance, insurance, taxes, utilities, and other property-related expenses. The oversight and control over all energy and water usage, consumption and operations-related sustainability strategies falls solely upon our tenants. We recognize the importance and value of tenant engagement and look for opportunities to collaborate on the implementation of sustainability initiatives.

In 2022, we continued our Tenant Partnership Program and engaged 100% of our tenants via our annual tenant satisfaction survey conducted by a third party. Additionally, we initiated discussions with our tenants to begin quantifying our Scope 3 GHG emissions and to actively identify partnership opportunities for community engagement initiatives. We believe that aligning, sharing and committing to similar sustainability goals will allow our Company and our tenants make a greater collective impact, while fostering successful long-term relationships.

Tenants Engaged via Tenant

Satisfaction Survey

 

Proxy Summary

ESG Highlights

Board of Directors

Executive Compensation

Audit Committee Matters

Voting Proposals

Other Matters

Environmental Sustainability and Stewardship

We recognize the importance of the long-term viability of the assets we acquire and the risks and opportunities that climate change impacts may pose on our business. We are committed to continued improvement and development of initiatives to address and mitigate those environmental risks within our control and supporting our tenants, through engagement, to do the same.

In 2022, in an effort to streamline the compilation of energy, gas and water utility data, we engaged a third party and offered the platform to our tenants at no charge to aid in their data collection efforts. This engagement solidifies our commitment to supporting and encouraging our tenants around data collection, which we hope will result in enhanced transparency around the operations conducted at the properties in our portfolio. As of December 31, 2022, we had 100% agreement from our tenants to provide property utility data and have continued to engage with them to provide support and training needed to implement use of the platform.

		We are committed to upholding environmental stewardship by routinely engaging nationally recognized and certified environmental engineers to perform environmental site assessments as part of our acquisition diligence process. Further, our leases are drafted to ensure compliance with all environmental laws, including required testing, remediation and/or monitoring.           As of 2022, half of our tenants are subject to certain green lease provisions through leases or lease amendments.

As we continue to refine our management of Scope 1 and 2 emissions, we re-established our 2020 baseline to account for the improvements in our data collection process as well as updates to our GHG accounting methodology.

Environmental Data

*GLPI’s corporate office was closed for 10 months during 2020 due to the COVID-19 pandemic. FY2020 has been re-established as a new baseline to reflect changes in GHG accounting and operational boundaries.

 

Proxy Summary

ESG Highlights

Board of Directors

Executive Compensation

Audit Committee Matters

Voting Proposals

Other Matters

In furtherance of our commitment to promoting diversity, equity and inclusion, we are proud to be a founding donor in the Nareit Foundation’s Dividends Through Diversity, Equity & Inclusion Giving Campaign launched in 2022. This initiative supports programs that focus on educating and creating opportunities for diverse individuals and businesses who may participate in the REIT and publicly traded real estate industry including, but not limited to internships, high school career readiness programs, supplier diversity initiatives, CRE training, and similar events and initiatives.

As of December 31, 2022, 53% of our employees identify as female. In addition, 25% of our Board of Directors are comprised of directors that identify as female or racially or ethnically diverse.

 

Proxy Summary

ESG Highlights

Board of Directors

Executive Compensation

Audit Committee Matters

Voting Proposals

Other Matters

Providing our employees with a healthy and safe working environment is essential to us. 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 is a smoke-free environment. 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.

All of our employees and directors are required to acknowledge receipt of our Code of Business Conduct and complete annual online training and/or refreshment, which sets forth our basic principles, prohibitions and guidelines in the areas of conflicts of interest, health and safety, respect for the environment, equal employment opportunity, non-discrimination, anti-harassment, compliance with insider trading prohibitions, reporting suspected violations of the Code of Business Conduct, and prohibitions on retaliation for complying with the Code of Business Conduct.

Community Engagement

In 2022, through our published Statement on Environmental, Social and Governance Matters, we formalized our long-standing commitment to responsible stewardship by outlining our standards and expectations for engaging with our communities. We formally committed to providing employees with paid time off for volunteering and to matching monetary donations made to eligible charitable organizations. We also expanded the charitable donation policy to include our directors and increased the maximum Company match in 2022.

We actively seek out opportunities to make a positive impact in the communities where we own real estate assets by partnering with local and national organizations to provide charitable contributions, community service, and the donation of goods to assist local families in need. On a regular basis, our employees volunteer at food banks and participate in other charitable events.

 

Proxy Summary

ESG Highlights

Board of Directors

Executive Compensation

Audit Committee Matters

Voting Proposals

Other Matters

In 2022, we inaugurated our Annual Day of Service by supporting the Berks County branch of Helping Harvest and achieved a 94% employee participation rate. Additionally, through tenant engagement, we identified and committed to potential charitable partnership events with our tenants to better support the local communities where we own real estate and conduct business. We have partnered with non-profit organizations such as Habitat for Humanity to build and improve places for families to call home and the Salvation Army, through its Angel Tree program, to provide new clothing and toys to children and seniors during the holiday season.

In 2022, we made an initial donation towards the construction of Lighthouse, a shelter for women and children, located in the City of Reading with a commitment for future donations through 2026.

Governance

Our Board understands that strong governance practices are important to protecting the long-term interests of shareholders, and it is committed to maintaining policies, practices and procedures designed to ensure management and Board accountability. Key components of our corporate governance framework include:

In addition, our Board has adopted Corporate Governance Guidelines that serve as a flexible framework within which our Board and its committees operate. These guidelines cover a number of areas, including the size and composition of our Board, 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.

 

Proxy Summary

ESG Highlights

Board of Directors

Executive Compensation

Audit Committee Matters

Voting Proposals

Other Matters

PROPOSAL 1 – ELECTION OF DIRECTORS

At our Annual Meeting, shareholders will be asked to elect eight (8) directors to hold office until our 2024 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 each nominee in accordance with your instruction and, if no instructions are provided, then your shares will be voted as recommended by our Board of Directors. If any of the nominees for any reason are unable or unwilling to serve, the proxies may be voted for such substitute nominees as the proxy holder may determine. We are not aware of any reason that any of the nominees will be unable to serve as a director.

Peter M. Carlino, JoAnne A. Epps, Carol “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 2024 Annual Meeting of Shareholders.

Required Vote

The Company’s Articles of Incorporation provide for 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 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 2024 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)”). In addition, certain jurisdictions in which we own properties require, either by statute or discretion of the applicable gaming or racing regulatory authority, our directors to acquire and maintain gaming licenses. 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. Our charter requires that our directors maintain all required licenses. 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 shareholder meeting.

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

 

Proxy Summary

ESG Highlights

Board of Directors

Executive Compensation

Audit Committee Matters

Voting Proposals

Other Matters

Nominees for Election to the Board of Directors for a One-Year Term Expiring at the 2024 Annual Meeting

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

		Peter M. Carlino   Age: 76 Director Since: 2013 Other Current Public Boards: PENN Entertainment, Inc. (Emeritus)						Joanne A. Epps   Age: 71 Director Since: 2021 Other Current Public Boards: Pennsylvania Real Estate Investment Trust (Trustee)
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 Entertainment Inc. (NASDAQ: 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 and is currently Chairman Emeritus. Since 1976, Mr. Carlino has served in an executive capacity for Carlino Capital Management Corp., a single family office in the business of providing investment and financial advice and management to Carlino family individuals and entities. Mr. Carlino also serves on the Board of Directors for both Penn State Health and Penn State Health/St. Joseph Regional Health Network. 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-nine (29) years.						JoAnne A. Epps has served as a member of our Board of Directors since September 2021. Ms. Epps currently serves as the Acting President of Temple University and has been a member of the faculty of Temple University’s Beasley School of Law since 1985. Prior to her current role, Ms. Epps served as the Executive Vice President and Provost of Temple University from 2016 to 2021. From 2008 to 2016, she served as the Dean of Temple University’s Beasley School of Law. Ms. Epps is also a principal in The Red Bee Group, a woman-owned consulting firm (since 2021), and a Trustee of the Pennsylvania Real Estate Investment Trust (NYSE: PEI) (since 2018). From 2017-2022, she was a member of the Board of Directors of the American Bar Association Retirement Funds. She serves on the board of directors for the following organizations: the Philadelphia Board of Ethics (since 2015); the Defender Association of Philadelphia (since 1994); and the Philadelphia Equity Alliance (since 2021).   Director Qualifications: Ms. Epps brings to our Board of Directors extensive experience in business, law, government, education and civic activities. She is an accomplished leader in, and an advocate of, diversity in the workplace and has received significant recognition in connection with her work.
Director Qualifications:
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.

 

Proxy Summary

ESG Highlights

Board of Directors

Executive Compensation

Audit Committee Matters

Voting Proposals

Other Matters

		Earl C. Shanks   Age: 66 Director Since: 2017 Other Current Public Boards: Cognyte Software Ltd.						E. Scott Urdang   Age: 73 Director Since: 2013
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. Mr. Shanks served as a director of Verint Systems Inc. from July 2012 until January 2021. Additionally, Mr. Shanks has served as a director of Cognyte Software Ltd. since January 2021.   Director Qualifications: Mr. Shanks brings to our Board of Directors expertise and knowledge in the areas of accounting, finance, capital markets, tax as well as information technology and cybersecurity through his various executive management leadership roles as well as his significant public company service as a director.						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 CenterSquare Investment Management). CenterSquare Investment 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.
						Director Qualifications:
						Mr. Urdang brings to our Board of Directors extensive leadership experience in strategic planning, economics and finance as well as his comprehensive knowledge and proven record of success in the real estate industry as an investor, developer, entrepreneur and professor.

BOARD COMPOSITION

Our business and affairs are managed under the direction of our Board of Directors, which currently consists of eight (8) 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 votes cast by the holders of shares entitled to vote at a shareholder meeting.

 

Proxy Summary

ESG Highlights

Board of Directors

Executive Compensation

Audit Committee Matters

Voting Proposals

Other Matters

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 that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our Nominating and Corporate Governance Committee 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 Securities and Exchange Commission (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 ITS 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 “Investors” section. The information on our website shall not be deemed incorporated by reference in this Proxy Statement.

 

Proxy Summary

ESG Highlights

Board of Directors

Executive Compensation

Audit Committee Matters

Voting Proposals

Other Matters

2022 Committee Membership

During 2022, the Board held 9 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 2022 and each 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 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 the members 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

 

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its sole discretion. The Audit and Compliance Committee Charter is available on the “Investors” section of our website, www.glpropinc.com. The information on our website shall not be deemed incorporated by reference in this Proxy Statement.

Compensation Committee

The duties and responsibilities of the Compensation Committee are set forth in its charter and include, among other things, the following:

Our current Compensation Committee is comprised of James B. Perry (chair), E. Scott Urdang and Joseph W. Marshall, III. Mr. Marshall was appointed to our Compensation Committee in 2022. 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.The Compensation Committee Charter is available on the “Investors” section of our website, www.glpropinc.com. The information on our website shall not be deemed incorporated by reference in this Proxy Statement.

Nominating and Corporate Governance Committee

The duties and responsibilities of the Nominating and Corporate Governance Committee are set forth in its charter and include, among other things, the following:

 

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Our current Nominating and Corporate Governance Committee is comprised of E. Scott Urdang (chair), Lili Lynton and JoAnne A. Epps. Ms. Epps was appointed to our Nominating and Corporate Governance Committee in 2022. 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. The Nominating and Corporate Governance Committee Charter is available on the “Investors” section of our website, www.glpropinc.com. The information on our website shall not be deemed incorporated by reference in this Proxy Statement.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee is or was formerly an officer or employee of the Company or has 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 serve, or in 2022 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, Ferguson Partners Consulting, L.P. 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.

2022 Director Compensation

The Company paid director compensation in 2022 to each non-employee director as shown in the table below.

 

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The following table sets forth information on the compensation of all our non-employee directors for 2022:

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. The deadline to satisfy these guidelines is the later of March 22, 2023 or the fifth anniversary of the applicable non-employee director’s appointment or election. As of December 31, 2022, seven out of eight of our directors were in compliance with the ownership guidelines set forth above, with the only exception being a director appointed to the Board in 2021. That non-employee director satisfied the requirement on or about January 3, 2023.

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’s focus on diversity is evidenced by its commitment to include qualified candidates who identify as women and as underrepresented minorities in future board candidate searches, including any searches conducted by

 

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third-parties. 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 made available on the “Investors” section of our website, www.glpropinc.com. The information on our website shall not be deemed incorporated by reference in this Proxy Statement.

Commitment to Board Diversity

The Board is focused on ensuring that it is composed of individuals with an appropriate balance of diverse backgrounds, experiences, skill sets, perspectives, demographics (including gender, race, ethnicity and age), tenure, analytical ability and viewpoints. The Board confirms that the Company’s policy of non-discrimination and inclusiveness applies in the selection of its directors. 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, 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 Nominating and Corporate Governance Committee’s view on the topic of diversity is multifaceted and aligned with our Board. 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 an 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. The Nominating and Corporate Governance Committee’s focus on diversity is evidenced by its commitment to include qualified candidates who identify as women and as underrepresented minorities in future board candidate searches, including any searches conducted by third-party consultants.

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 and not 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:

 

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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 an annual meeting of shareholders, must also set forth (1) a brief description of the business desired to be brought before such meeting, the reasons for conducting such business at the annual meeting of shareholders 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).