DEF 14A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )
 
Filed by the Registrant
Filed by a Party other than the Registrant 
Check the appropriate box:
   Preliminary Proxy Statement
  
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
   Definitive Proxy Statement
   Definitive Additional Materials
   Soliciting Material under §240.14a-12
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)
Payment of Filing Fee (Check the appropriate box):
  No fee required.
  Fee paid previously with preliminary materials.
  Fee computed on table in exhibit required by Item 25(a) per Exchange Act Rules 14a-6(i)(1) and 0-11.


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LOGO

 

 

 

 

 

LOGO

 

 

 

 

 

To Our Shareholders,

 

The Board of Directors of Gaming and Leisure Properties, Inc. cordially invites you to attend the 2024 Annual Meeting of Shareholders on June 13, 2024 at 10 a.m. EDT. Details regarding the Annual Meeting can be found on the Notice of Annual Meeting of Shareholders found in the Company’s 2024 Proxy Statement.

 

2023 marked another year of growth, transformation and continued stability for the Company and its shareholders. The Company closed 2023 having invested an exceptional $760 million in new properties and expanding our portfolio to 61 properties in 18 states by year end, which included expanding relationships with existing tenants and forming a new partnership with an established, national gaming operator. The Company also strengthened its balance sheet by reducing leverage to 4.8x and delivered a three-year total shareholder return of 40%.

 

This year brought an expansion of our existing business into greenfield and redevelopment projects, with the Company providing financing for the construction of Hard Rock Casino Rockford in Rockford, Illinois, and leading The Queen Baton Rouge landside development project in Baton Rouge, Louisiana. These projects have further demonstrated the capability of the Company’s management and development teams and served as a catalyst to allow the Company to explore and pursue new growth opportunities.

 

 


 




 



 

In 2023, we strengthened relationships in the communities where we conduct business and own real estate. We expanded our local
community outreach and charitable contributions to the national level. We continue to focus on overall community betterment
through our sustainability and corporate responsibility initiatives, which include routine environmental diligence during the
acquisition process as well as the completion of a portfolio-wide climate risk assessment.

 

Sadly, not all news in 2023 was good. We suffered the unexpected loss of our beloved director, JoAnne A. Epps, in September
2023. Ms. Epps’ service on our board, although too brief, will continue to have a profound effect. It is an understatement to say she
touched each and every person she encountered in a remarkable way, and we would like to take this time to express our deep
appreciation for her service not only to our Company but also to the communities upon which she had a tremendous impact.

 

I want to take this opportunity to thank our shareholders for their continued support of our Company and express my gratitude and
appreciation to our dedicated employees for making these results possible. We are excited about the impressive results achieved
for our shareholders in 2023 and continue our work to deliver another year of strong performance in 2024.

 

 

 

 

 

Sincerely,

 

LOGO

 

PETER M. CARLINO

Chairman and Chief Executive Officer


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LOGO

 

 

 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF

 GAMING AND LEISURE PROPERTIES, INC.

 

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS ON JUNE 13, 2024

Gaming and Leisure Properties, Inc. (the “Company” or “GLPI”) will meet in person this year to conduct the required annual business of GLPI. The Company’s 2024 annual meeting of shareholders (the “Annual Meeting”) will be held on Thursday, June 13, 2024 at 10:00 a.m. (EDT) in person at the Company’s offices located at 845 Berkshire Blvd., Suite 200, Wyomissing, Pennsylvania 19610 for the purpose of considering and acting on the following proposals:

 

1

 

 

To elect Peter M. Carlino, Debra Martin Chase, 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 2025 Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified.

2  

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

3  

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

4  

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

Shareholders of record of the Company’s common stock (Nasdaq: GLPI) as of the close of business on April 11, 2024 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 29, 2024

Your Vote is Important

Please vote as promptly as possible by using the Internet or by telephone or by signing, dating and returning the Proxy Card mailed to those who receive paper copies of this Proxy Statement. You may also vote at the Annual Meeting by following the instructions in this Proxy Statement. This Notice of Annual Meeting and accompanying Proxy Statement are first being made available to our shareholders on or about April 29, 2024.

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

to be Held on June 13, 2024: The Notice of Annual Meeting, Proxy Statement, and Annual Report to

Shareholders for the year ended December 31, 2023 are available at www.proxydocs.com/GLPI.


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ACCESS TO THE 2024 ANNUAL MEETING

The Annual Meeting will be conducted in-person at the Company’s offices located at 845 Berkshire Blvd., Suite 200, Wyomissing, Pennsylvania 19610. Only shareholders who owned GLPI common stock as of the close of business on April 11, 2024 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 intermediary, you are not required to register before the Annual Meeting starts. However, 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.


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LOGO

TABLE OF CONTENTS

 

Proxy Summary

    1  

Corporate Responsibility

    9  

Proposal 1 — Election of Directors

    12  

Executive Compensation

    28  

Executive Summary

    29  

Compensation Philosophy and Objectives

    32  

Annual Review and Approval Process

    32  

Overview of 2023 Compensation

    35  

Overview of 2024 Compensation Program

    40  

Deferred Compensation

    40  

Benefits and Perquisites

    40  

Employment Agreements

    40  

Other Compensation-Related Policies

    40  

Compensation Committee Report

    41  

Summary Compensation Table

    42  

All Other Compensation Table

    43  

Pay vs Performance Table

    44  

Compensation Actually Paid (CAP) vs. Cumulative TSR

    46  

Compensation Actually Paid (CAP) vs. Net Income

    46  

Compensation Actually Paid (CAP) vs. AFFO Per Diluted Share

    47  

2023 Grants of Plan-Based Awards

    48  

Outstanding 2023 Equity Awards at Fiscal Year-End

    49  

2023 Stock Vested

    50  

2023 Nonqualified Deferred Compensation

    50  

Potential Payments Upon Termination or Change-of-Control

    52  

CEO Pay Ratio

    53  
 


Table of Contents

 

Proxy

Summary

 

Corporate

Responsibility

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

LOGO            

 

PROXY SUMMARY

This Proxy Statement is furnished to you in connection with the solicitation of proxies by the Board of Directors (the “Board” or the “Board of Directors”) of Gaming and Leisure Properties, Inc. (“GLPI”, the “Company”, “we”, “us” and “our”) for the Annual Meeting of Shareholders of the Company to be held in person at the Company’s offices located at 845 Berkshire Blvd., Suite 200, Wyomissing, Pennsylvania 19610 on June 13, 2024 (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 2023 performance, please review the Company’s Annual Report to Shareholders for the year ended December 31, 2023.

2024 Annual Meeting of Shareholders

 

Time and Date

10:00 a.m. EDT

June 13, 2024

  

Record Date

April 11, 2024

   Number of Common Shares Eligible to Vote at the Meeting as of the Record Date: 271,814,923

Place

845 Berkshire Blvd., Suite 200

Wyomissing, Pennsylvania 19610

 

  

On or about April 29, 2024, 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

 

Proposal

   Matter  

Board

Recommendation

   Page Reference
(for more detail)
 
1    Election of Directors   FOR each director nominee      12       
2    Ratification of Independent Registered Public Accounting Firm   FOR      60      
3    Advisory (Non-Binding) Vote to Approve The Company’s Executive Compensation   FOR      61      

 

 

Gaming and Leisure Properties, Inc.

  

2024 Proxy Statement | 1


Table of Contents

 

Proxy

Summary

 

Corporate

Responsibility

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

LOGO            

 

BOARD NOMINEES

 

       

LOGO

Peter M. Carlino

Chairman, Chief
Executive Officer and
President of Gaming and
Leisure Properties, Inc.

  

LOGO

Debra Martin Chase

Founder and Chief
Executive Officer of
Martin Chase Productions

  

LOGO

Carol “Lili” Lynton

Co-founder and Operating
Partner, The Dinex Group,
and Chief Investment
Officer, HD American
Trust

  

LOGO

Joseph W. Marshall, III

Vice Chairman of Stevens & Lee, PC, and Vice Chairman
of Griffin Holdings, LLC

   

LOGO

James B. Perry

Retired. Former Chairman
and Chief Executive
Officer of Isle of Capri
Casinos, Inc.

  

LOGO

Barry F. Schwartz

Retired. Executive
Vice Chairman
Emeritus, MacAndrews
& Forbes Inc.

  

LOGO

Earl C. Shanks

Retired. Former Chief
Financial Officer of
Essendant, Inc.

  

LOGO

E. Scott Urdang

Retired. Founder,
Chairman, and Chief
Executive Officer of
Center Square Capital
Management, Inc.

 

 

 

         Our slate of Board nominees is balanced with a range of tenure, diversity and age.

 

LOGO

 

 

 

2 | 2024 Proxy Statement

  

Gaming and Leisure Properties, Inc.


Table of Contents

 

Proxy

Summary

 

Corporate

Responsibility

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

LOGO            

 

LOGO

 

 

Gaming and Leisure Properties, Inc.

  

2024 Proxy Statement | 3


Table of Contents

 

Proxy

Summary

 

Corporate

Responsibility

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

LOGO            

 

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

 

 Board Skills, Experience and Diversity   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO

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

  77    66    62    71    74    75    67    74 
Director Tenure     

 

    

 

    

 

    

 

    

 

    

 

    

 

    

 

Director Since

  2013    2024    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

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

4 | 2024 Proxy Statement

  

Gaming and Leisure Properties, Inc.


Table of Contents

 

Proxy

Summary

 

Corporate

Responsibility

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

LOGO            

 

LOGO

Financial and Strategic Achievements

 

Leverage

Below 4.8x

 

40% 3-Year TSR

 

$760 Million Invested

   
Strengthened balance sheet by reducing
leverage
  Continued strong track-record of value creation   Closed acquisitions of new properties with new and existing tenants
   
21.7% Increase in Quarterly Dividend from Q4 2020   Expanded Local and National Community Investment   Portfolio Climate Risk Assessments
   
Continued increase in dividends following COVID-19 pandemic   Supported local and national charitable organizations  

Engaged a nationally recognized expert to conduct climate risk assessments of our properties

 

 

 

Focus on Stability

 

Premier Tenants

Approximately 88% of our rent comes from premier publicly traded gaming companies

 

90% of Properties in Master Leases

Master leases provide cross-collateralization of properties and reduce risk of isolated poor performance

 

High Barriers to Entry

Casino properties are highly regulated with, in many cases, a limited number of licenses available

Long-Term Leases

The remaining terms of our leases, including renewals, range from 24 years to 58 years

 

Investment Grade Ratings

We hold investment-grade ratings from S&P Global Ratings and Fitch Ratings Inc.

 

Durable Underlying Business

We collected 100% of our rent during the COVID-19 pandemic

 

Assets Critical for State Budgets

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

 

 

 

Gaming and Leisure Properties, Inc.

  

2024 Proxy Statement | 5


Table of Contents

 

Proxy

Summary

 

Corporate

Responsibility

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

LOGO            

 

Executive Compensation

The overall objective of the Company’s executive compensation program is to compensate executive officers 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
  Annual incentives aligned with strategic business plan  

LOGO

 

No uncapped cash bonus or equity award opportunities

  Majority of executive compensation tied to rigorous performance goals  

LOGO

 

No single-trigger change of control benefits

  Performance-based equity payouts capped if absolute total shareholder return is negative  

LOGO

 

Anti-hedging policy prohibiting officers and directors from engaging in derivative or other hedging transactions

  Significant share ownership requirements for directors and executive officers  

LOGO

 

No agreements or arrangements containing tax gross-ups or similar tax indemnification

  Appropriate balance between short-term and long-term performance measures  

LOGO

 

Anti-pledging policy prohibiting pledging of securities except under extremely limited circumstances approved by the Audit and Compliance Committee

  Transparency with our shareholders on our compensation program, decisions and practices    
  Compensation Committee comprised solely of independent directors    
  Engage independent compensation consultant    
  Policy enabling Board to “claw back” incentive compensation under certain circumstances        

 

 

6 | 2024 Proxy Statement

  

Gaming and Leisure Properties, Inc.


Table of Contents

 

Proxy

Summary

 

Corporate

Responsibility

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

LOGO            

 

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:

 

 

LOGO

 

 

(1)

Service-Based Equity Awards includes the value of long-term fixed equity awards subject to continued employment.

 

(2)

Performance-Based Equity Awards(“at-risk”) Compensation includes the target annual performance cash bonus awards and the target value of the long-term performance-based equity awards.

Key 2023 Compensation Decisions

Below are certain key compensation decisions made by the Compensation Committee for our NEOs in 2023:

 

     

90% of cash bonus tied to pre-established goals

 

     

20% of cash bonus contingent on achieving specific goals, including goals related to balance sheet management, growth initiatives, corporate responsibility, shareholder engagement and other strategic initiatives

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 with questions, concerns or other opportunities to engage.

We continued our proactive engagement efforts with investors in 2023. 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 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, corporate responsibility, and executive compensation.

 

 

Gaming and Leisure Properties, Inc.

  

2024 Proxy Statement | 7


Table of Contents

 

Proxy

Summary

 

Corporate

Responsibility

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

LOGO            

 

Shareholder Engagement

Your Feedback and Our Response Over the Years

 

 

LOGO

 

 

8 | 2024 Proxy Statement

  

Gaming and Leisure Properties, Inc.


Table of Contents

 

Proxy

Summary

 

Corporate

Responsibility

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

  LOGO          

 

CORPORATE RESPONSIBILITY

Commitment to Sustainability

Gaming and Leisure Properties, Inc. is the nation’s first real estate investment trust focused on acquiring real property assets leased to gaming operators. Our portfolio of 62 premier gaming assets is geographically diversified across 19 states. Through innovation and a proven management team that pioneered the gaming REIT space, we have leveraged a wealth of industry knowledge to deliver consistent year-over-year TSR while enhancing the strength and stability of our diversified portfolio of premier gaming assets. We believe that corporate responsibility, including environmental and community stewardship, is an integral component of being a responsible corporate citizen. With this in mind, we continue to integrate environmental, social and governance (“ESG”) practices and implement social and sustainability strategies and initiatives into our overall business strategies intended to create long-term value for our shareholders, employees and other stakeholders.

Sustainability Oversight

In 2020, our Board established a framework to formally monitor and review ESG matters. Coming into 2023, we focused not only on advancing these efforts, but also on increasing transparency and communications concerning those efforts. Thus, our management team and our Board—recognizing the importance of these responsibilities—established an internal cross-functional team that was tasked with driving additional progress in the initiatives that promote sustainability and further transparency. ESG opportunities, risks and strategy were developed and managed by the Company’s management team collaboratively with the Company’s cross-functional ESG Steering Committee. The Company’s Nominating and Corporate Governance Committee oversees Company matters relating to ESG, including oversight of the Company’s policies and strategies relating to human capital management, corporate culture, and diversity, equity, and inclusion, which are discussed thoughtfully by the Nominating and Corporate Governance Committee and reported to our Board. The ESG Steering Committee meets regularly and reports to the Nominating and Corporate Governance Committee on a quarterly basis and more frequently, as needed.

In 2023, we also completed our first assessment of sustainability priorities. This process included examining a range of key stakeholders, including investors, clients, employees, and ESG rating organizations and by studying industry peers. Our analysis of sustainability topics included alignment to the Sustainability Accounting Standards Board (SASB) and the Task Force on Climate-Related Financial Disclosures (TCFD). We then drew upon subject matter expertise to collect and organize content. Against this backdrop, the Company determined that the three areas of focus for our comprehensive sustainability program and strategy were: (1) Environmental Stewardship; (2) Social Responsibility; and (3) Culture of Governance.

 

 

LOGO

As a REIT, GLPI’s primary business consists of acquiring, financing, and owning real estate to be leased to gaming operators in triple-net lease arrangements. Triple-net leases are leases in which the lessee pays rent to the lessor, as well as all taxes, insurance, utilities and maintenance expenses that arise from the use of the property. While the terms of triple-net leases include tenant requirements, our tenants have autonomy in operating their businesses and managing their respective properties, including with respect to their implementation of any sustainability initiatives. Notwithstanding, GLPI continues to influence and steward our tenants to align with GLPI’s ESG initiatives and stakeholder demands.

 

 

Gaming and Leisure Properties, Inc.

  

2024 Proxy Statement | 9


Table of Contents

 

Proxy

Summary

 

Corporate

Responsibility

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

  LOGO          

 

 

LOGO

 

 

 

Environmental Stewardship

  
    
 

As part of our comprehensive approach to sustainability, GLPI is committed to responsible environmental practices that include conservation of natural resources, pollution prevention, and waste reduction. We foster environmental responsibility with our employees and other partners by encouraging them to reduce consumption while applying an ethical approach to disposal efforts. As environmental concerns become more prevalent, we recognize the value in complying with increased regulations and applicable environmental standards.

 

GLPI is committed to environmental sustainability in our communities, including reducing our footprint through energy efficiency measures and reducing waste through co-mingled recycling programs. Highlights of our efforts and accomplishments include:

 

  Our third annual tenant engagement initiative, which included a portfolio-wide climate risk assessment and limited condition facility assessments for all properties

 

  100% tenant participation and engagement on certain ESG initiatives

 

  Environmental Site Assessments (ESAs) conducted during diligence process of potential transactions

 

  A sophisticated rainwater management system is installed at our corporate headquarters to help reduce flooding and pollutants in water run-off

 

To reinforce our level of commitment and support to tenants, we provided them with accessibility to and use of, at no charge, a third-party platform to aid in the compilation and reporting of utility data to encourage enhanced transparency and to aid in determining greenhouse gas emissions at our properties.

 

We are also evaluating climate-related risks and opportunities to include in our near and long-term environmental strategies. We published our first standalone ESG Tearsheet in 2022 and expect to publish our inaugural standalone Corporate Responsibility Report with updated metrics and environmental data in 2024.

 

Going forward, we will continue to engage with suppliers to measure and manage these impacts to conserve resources, reduce costs, and promote ethical practices in line with our values.

 

 

LOGO

 

 

Social Responsibility

  
    
 

We strive to create long-term, responsible economic value for our stakeholders, including our employees, tenants, partners, and community members. We aim to maintain a corporate environment that fosters a sense of community and well-being and that encourages our employees to focus on their long-term success along with the long-term success of the Company. At GLPI, we believe our most important asset is our team members. We continually strive to use our knowledge, talents, and resources to improve the quality of life of our communities, customers, and workforce. By developing our culture with a focus on improving social responsibility, we will continue to drive innovation in our industry.

 

We strive to foster a culture of inclusion, so all team members feel respected. Our culture was built to promote positive attitudes, strong work ethics and individual authenticity. We believe a representative workforce fosters innovation and cultivates an environment of unique perspectives. As of December 31, 2023, 50% of our employees identify as female.

 

 

 

10 | 2024 Proxy Statement

  

Gaming and Leisure Properties, Inc.


Table of Contents

 

Proxy

Summary

 

Corporate

Responsibility

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

  LOGO          

 

 

 

Our Board of Directors recognizes that a culture of equity helps us compete more effectively, sustain success, and build long-term shareholder value. We believe that inclusion is central to our innovation and productivity and the Company is stronger because of the variety of backgrounds, perspectives, and experiences of its employees and Board. Some highlights include:

 

  Our leaders receive education on how to foster an inclusive workplace

 

  We implemented our Inclusive Workplace Policy in 2020

 

 

Our employees are far and away our biggest asset. We strive create a rewarding and supportive environment that empowers our employees to thrive. We are committed to pay equity and regularly review our compensation model to ensure fair and inclusive pay practices.

 

We take an active role in supporting our communities by partnering with local and national organizations to administer charitable contributions, provide community service, and organize the donation of goods to assist local families in need. Our employees volunteer at food banks and participate in other charitable events, including clothing drives and food drives for animal shelters. We completed our second Annual Day of Service to support the Berks County branch of Helping Harvest in fighting hunger. 89% of our employees participated in this initiative focused on helping our local community. The Company also contributed to the construction of a women’s and children’s shelter in Berks County, Pennsylvania and committed to a multi-year donation.

 

The Company proudly further expanded its local community involvement efforts nationally partnering with certain tenants in those states where we own real estate. For example, in 2023, the Company partnered with its tenant to sponsor the St. Charles County Mayor’s Charity Ball which benefited deserving charities in the St. Charles, Missouri area. Other notable partnerships and community outreach and involvement include Angel Tree, Trees for Troops, Salvation Army, Habitat for Humanity, Junior League of Reading’s Young Women’s Summit, The Give Foundation and The Boys & Girls Clubs of St. Charles County, Missouri.

 

 

LOGO

 

 

Culture Of Governance

  
    
 

We emphasize a culture of accountability and conduct our business in a manner that is fair, ethical, and responsible to earn the trust of our stakeholders. We also maintain governance, compliance, and risk management practices to help ensure compliance with applicable laws and regulations governing our business. We believe that good corporate governance is important to ensure that GLPI is managed for the long-term benefit of its shareholders.

 

GLPI is governed by an eight (8) person board. Our Board is responsible for the oversight of the management of our company and its business for the long-term benefit of our stakeholders. Its members set the tone for GLPI and operate under a set of published Corporate Governance Guidelines, which are based on best practices that meet or exceed the existing standards of the U.S. Securities and Exchange Commission (“SEC”). We feature an independent, experienced and diverse Board with expertise in a broad set of areas relevant to our business. Through our Code of Business Conduct and employee handbook, we communicate our workplace non-discrimination and anti-harassment policies that embrace the highest ethical and moral standards. We maintain strong and confidential reporting processes and procedures that support an open and honest environment in an effort to ensure that the highest principles of integrity and inclusion are maintained.

 

Our Audit and Compliance Committee has responsibility for oversight of our risk management processes and regularly discusses with the management team our major risk exposures and strategies. We implement robust risk management programs to ensure compliance with applicable laws and regulations governing ethical business practices, including our relationships with suppliers, customers and business partners, and our industry.

 

We believe that strong corporate governance and effective management of enterprise risk are crucial for the long-term success of our business and stakeholders. Vendors must comply with local laws and ethical business practices as outlined in our Vendor Code of Conduct. We seek long-term relationships with partners based on mutual trust, respect, and cooperation.

 

We routinely engage with our stakeholders to better understand their views on sustainability matters, carefully considering the feedback we receive and acting when appropriate.

 

 

Gaming and Leisure Properties, Inc.

  

2024 Proxy Statement | 11


Table of Contents

 

Proxy

Summary

 

Corporate

Responsibility

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

    LOGO        

 

PROPOSAL 1 – ELECTION OF DIRECTORS

At our Annual Meeting, shareholders will be asked to elect eight (8) directors to hold office until our 2025 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, Debra Martin Chase, 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 2025 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 2025 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.

 

 

12 | 2024 Proxy Statement

  

Gaming and Leisure Properties, Inc.


Table of Contents

 

Proxy

Summary

 

Corporate

Responsibility

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

    LOGO        

 

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS FOR A ONE-YEAR TERM EXPIRING AT THE 2025 ANNUAL MEETING

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

 

LOGO

 

  

Peter M.
Carlino

 

Age: 77

Director Since: 2013

Other Current Public Boards:

PENN Entertainment, Inc. (Emeritus)

    

LOGO

  

Debra Martin
Chase

 

Age: 66

Director Since: 2024

Other Current Public Boards:

Bridge Investment Group Holdings Inc. and B&G Foods, 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 Entertainment, Inc. (“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 holding company that owns and operates various Carlino family businesses, and is currently the Chairman of the Board and Chief Executive Officer. Mr. Carlino has been continuously active in its strategic planning and in the monitoring of its operations. 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 has served as the Chairman of the Board of Directors and as Chief Executive Officer for PENN, and now the Company, collectively for thirty (30) years.

 

Mr. Carlino brings to our Board of Directors extensive leadership and management experience, critical knowledge of our properties and an extensive 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.

    

Debra Martin Chase was appointed to our Board of Directors in April 2024. Ms. Chase, a Tony and Peabody Award-winning and Emmy-nominated television, motion picture and Broadway producer, is the first African American female producer to have a production deal at a major studio. Ms. Chase is the founder and Chief Executive Officer of Hampstead Heath Productions, Inc. (d/b/a Martin Chase Productions), a California production company, since its formation in 2000. Ms. Chase has been a member of the board of directors, and currently serves as a member of the Corporate Social Responsibility Committee of B&G Foods, Inc. (NYSE: BGS) since July 2020 and a member of the board of directors and the Audit Committee of Bridge Investment Group Holdings Inc. (NYSE: BRDG) since July 2021. Prior to forming Martin Chase Productions, Ms. Chase served as Executive Vice President of Brown House Productions, the late Whitney Houston’s production company, from 1995 to 2000, and Vice President of Mundy Lane Entertainment, Denzel Washington’s production company, from 1992 to 1995. Before that, Ms. Chase served as an in-house attorney and subsequently as a participant in the executive training program at Columbia Pictures. Prior to entering the entertainment industry, Ms. Chase practiced corporate law in New York and Houston. She also serves on the board of the Second Stage Theater in Manhattan, where she chairs the board’s Artistic Committee. She previously served on the board of the New York City Ballet, where she founded and chaired its Diversity and Inclusion Committee, and the board of trustees for Mount Holyoke College. She is a member of the Motion Picture Academy, where she serves on the Producers Executive Committee; the Television Academy; the Broadway League, where she is a member of the Tony Management Committee; and the board of the Producers Guild Foundation.

 

Ms. Chase brings extensive leadership, business and legal skills to our Board of Directors. She has extensive experience in advocating diversity, inclusion and philanthropic efforts throughout her professional career.

       

 

 

Gaming and Leisure Properties, Inc.

  

2024 Proxy Statement | 13


Table of Contents

 

Proxy

Summary

 

Corporate

Responsibility

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

    LOGO        

 

LOGO

 

  

Carol “Lili”
Lynton

 

Age: 62

Director Since: 2019

Other Current Public Boards:

El Pollo Loco Holdings, Inc.;

CIM RACR (Trustee)

    

LOGO

  

Joseph W.
Marshall, III

 

Age: 71

Director Since: 2013

Other Current Public Boards:

SIGA Technologies, Inc.

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 that 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 that 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 of The Hamilton Project, a division of the Brookings Institution, which develops proposals for a more equitable and robust U.S. economy; as Trustee of East Harlem Tutorial Program (after school service provider) and East Harlem Scholars Academy (operates five charter schools); as Trustee of the Guggenheim Foundation (awards 175 annual Guggenheim Fellowships); as Trustee of Vera Institute for Justice (criminal justice reform organization); and a Trustee for the Bail Project (funds and operates 27 charitable bail funds across the nation).     

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. 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 healthcare 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 has been a member of the Board of Trustees of Temple University for over thirty (30) years. He currently chairs the boards of the Chestnut Hill Hospital and the Fox Chase Comprehensive Cancer Center.

 

Mr. Marshall brings to our Board of Directors extensive experience in law and compliance, including in-depth knowledge of gaming regulation as well and his significant experience as a director and an executive in both the private and public sectors.

 

Ms. Lynton brings to our Board of Directors experience and expertise in investment analysis, mergers and acquisitions and business operations as well a diverse perspective resulting from her vast knowledge and business experience as well as her advocacy initiatives and non-profit board service.

    

 

 

14 | 2024 Proxy Statement

  

Gaming and Leisure Properties, Inc.


Table of Contents

 

Proxy

Summary

 

Corporate

Responsibility

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

    LOGO        

 

LOGO

 

  

James B.
Perry

 

Age: 74

Director Since: 2017

    

LOGO

  

Barry F.
Schwartz

 

Age: 75

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.

 

Mr. Perry brings to our Board of Directors over thirty years of gaming industry experience as well as extensive executive management and leadership experience.

    

Barry F. Schwartz was appointed to our Board of Directors in May 2017. Mr. Schwartz has served as Emeritus Vice Chairman of MacAndrews & Forbes Incorporated, a diversified holding company, since July 2019. Mr. Schwartz was Executive Vice Chairman and Chief Administrative Officer of MacAndrews & Forbes Incorporated and various affiliates from October 2007 to December 2015. 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 was a director of Revlon, Inc. and Revlon Consumer Products Corporation from 2004 until 2023. Mr. Schwartz was formerly Vice Chairman and served as a member of the Board of Trustees of The City University of New York until 2020. He is Trustee Emeritus and former Chairman of the Board of Trustees at Kenyon College and formerly was a member of the Georgetown University Law Center Board of Visitors. Mr. Schwartz is a member of the Board of Directors of NYU Langone Medical Center. Mr. Schwartz served as a member of the Board of Directors of Scientific Games from 2003 until September 2020, where he served as a member of the Compliance Committee and Compensation Committee.

 

Mr. Schwartz brings to our Board of Directors extensive experience and knowledge in the areas of mergers and acquisitions, legal and compliance through his service as a senior executive in a large, diversified holding company.

 

 

 

Gaming and Leisure Properties, Inc.

  

2024 Proxy Statement | 15


Table of Contents

 

Proxy

Summary

 

Corporate

Responsibility

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

    LOGO        

 

LOGO

 

  

Earl C.
Shanks

 

Age: 67

Director Since: 2017

Other Current Public Boards:

Cognyte Software Ltd. 

    

LOGO

  

E. Scott
Urdang

 

Age: 74

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 and Chairman since September 2023.

 

Mr. Shanks brings to our Board of Directors expertise and knowledge in the areas of accounting, finance, capital markets, tax, 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, Inc.). CenterSquare Investment Management, Inc. 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.

 

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.

 

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

 

 

16 | 2024 Proxy Statement

  

Gaming and Leisure Properties, Inc.


Table of Contents

 

Proxy

Summary

 

Corporate

Responsibility

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

    LOGO        

 

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.

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 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 (the “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:

 

     

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

 

     

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

 

     

serving as principal liaison between the independent directors and the Chairman and between the independent directors and the management team

 

     

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

 

     

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

 

     

ensuring availability for consultation and direct communications on behalf of the independent directors with major shareholders, as appropriate

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 the management team 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, analyzing, and assessing steps taken by the management team to mitigate risks related to cybersecurity and, for that purpose, receiving reports from the management team regarding cybersecurity risks and countermeasures being undertaken or considered by the Company to prevent cyber incidents, detect unusual activity, and respond appropriately should an incident occur. The Nominating and Corporate Governance Committee is responsible for overseeing the risks associated with the Company’s policies relating to environmental sustainability and corporate responsibility 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.

 

 

Gaming and Leisure Properties, Inc.

  

2024 Proxy Statement | 17


Table of Contents

 

Proxy

Summary

 

Corporate

Responsibility

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

    LOGO        

 

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.

2023 Committee Membership

 

Name

    

Audit and

Compliance

     Compensation      Nominating and
Corporate
Governance

Peter M. Carlino

      

 

      

 

      

 

JoAnne Epps(1)

      

 

      

 

    

Carol (“Lili”) Lynton

      

 

      

 

    

Joseph W. Marshall, III

    

 

Chair

           

 

James B. Perry

      

 

    

 

Chair

      

 

Barry F. Schwartz

           

 

      

 

Earl C. Shanks

           

 

      

 

E. Scott Urdang

      

 

         

 

Chair

Number of Committee Meetings Held in 2023

     6      5      5

 

(1)

Ms. Epps passed away on September 19, 2023.

During 2023, the Board held 10 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 2023 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. 

2024 Committee Refreshment

 

Name

    

Audit and

Compliance

     Compensation      Nominating and
Corporate
Governance

Peter M. Carlino

      

 

      

 

      

 

Debra Martin Chase(1)

      

 

      

 

    

Carol (“Lili”) Lynton

    

 

Chair

           

 

Joseph W. Marshall, III

      

 

           

 

James B. Perry

      

 

    

 

Chair

    

Barry F. Schwartz

      

 

      

 

    

 

Chair

Earl C. Shanks

           

 

      

 

E. Scott Urdang(2)

           

 

      

 

 

(1)

Ms. Chase was appointed to the Board of Directors and the Nominating and Corporate Governance Committee effective April 22, 2024.

(2)

Mr. Urdang served on the Nominating and Corporate Governance Committee until Ms. Chase’s appointment.

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:

 

     

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

 

     

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

 

     

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

 

     

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

 

 

18 | 2024 Proxy Statement

  

Gaming and Leisure Properties, Inc.


Table of Contents

 

Proxy

Summary

 

Corporate

Responsibility

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

    LOGO        

 

     

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

 

     

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

 

     

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

 

     

to discuss with the internal auditors any major issues as to the adequacy of the Company’s internal controls

 

     

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

 

     

to review the Company’s policies and guidelines to assess and manage risk, including cybersecurity risk, and to assess steps taken by the management team to mitigate exposure to risk

 

     

to review the Company’s Code of Business Conduct on an annual basis

 

     

to oversee the Company’s compliance program

 

     

to conduct an annual self-assessment and present the results to the Board through the Nominating and Corporate Governance Committee

Our current Audit and Compliance Committee is comprised of Carol “Lili” Lynton (Chair), Earl C. Shanks, and E. Scott Urdang. Ms. Lynton was appointed Chair of our Audit and Compliance Committee in 2024. Mr. Urdang was also appointed to the Committee in 2024. 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 Ms. Lynton, Mr. Shanks, and Mr. Urdang is an “audit committee financial expert” as that term is defined in Item 407(d)(5) of Regulation S-K of the Securities Act of 1933, as amended (the “Securities Act”). The Audit and Compliance Committee has the authority to delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more subcommittees as the Audit and Compliance Committee may deem appropriate in its sole discretion. 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:

 

     

to determine the compensation of our CEO and other named executive officers of the Company

 

     

to establish, review and evaluate, and amend, as necessary, employee compensation programs and policies and procedures for executive officers and employees generally

 

     

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

 

     

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

 

     

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

 

     

to oversee shareholder engagement with respect to executive compensation matters

 

     

to recommend the compensation of directors

 

     

to conduct an annual self-assessment and present the results to the Board through the Nominating and Corporate Governance Committee

Our current Compensation Committee is comprised of James B. Perry (Chair), Carol “Lili” Lynton, and Joseph W. Marshall, III. Ms. Lynton was appointed to our Compensation Committee in 2024. 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.

 

 

Gaming and Leisure Properties, Inc.

  

2024 Proxy Statement | 19


Table of Contents

 

Proxy

Summary

 

Corporate

Responsibility

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

    LOGO        

 

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:

 

     

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

 

     

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

 

     

determine whether a candidate recommended for membership on the Company’s Audit and Compliance Committee is financially literate and meets the standards of “an audit committee financial expert” as defined by Nasdaq and the Securities Act

 

     

oversee and review the Company’s strategies, activities, policies and communications regarding sustainability, corporate responsibility, human capital management, leadership development, employee engagement and corporate culture, including diversity, equity and inclusion, and make recommendations to the Board regarding material guidelines, documents or policies, or any changes related thereto

 

     

oversee shareholder engagement with respect to matters relating to environmental sustainability, corporate responsibility and governance

 

     

review and assess succession planning

 

     

oversee the annual Board and committee self-assessment process and evaluation

 

     

recommend members for each committee of the Board of Directors

 

     

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 maintaining an appropriate balance of tenure, diversity, skills and experience on the Company’s Board

 

     

oversee the Company’s Corporate Governance policies

 

     

evaluate and make recommendations to the Board regarding shareholder proposals

Our current Nominating and Corporate Governance Committee is comprised of Barry F. Schwartz (Chair), Debra Martin Chase, and James B. Perry. Mr. Schwartz was appointed as Chair of our Nominating and Corporate Governance Committee in 2024. Ms. Chase and Mr. Perry were also appointed to the Committee in 2024. 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 2023 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 of Directors. 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:

 

     

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

 

     

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

 

 

20 | 2024 Proxy Statement

  

Gaming and Leisure Properties, Inc.


Table of Contents

 

Proxy

Summary

 

Corporate

Responsibility

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

    LOGO        

 

     

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

Annual Review Process

The Compensation Committee assesses the non-employee director compensation program on an annual basis. With the assistance of the independent 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. 

2023 Director Compensation

The Company paid director compensation in 2023 to each non-employee director as shown in the table below.

 

  

 

   Schedule of Non-Employee Director Compensation for 2023

Annual Cash Retainer

   $130,000

Annual Restricted Stock Award

   Restricted Stock valued at $200,000

Committee Chair Retainer

   $35,000 for the Audit and Compliance Committee
 

 

   $25,000 for the Compensation Committee
 

 

   $22,500 for the Nominating and Corporate Governance Committee
 

 

   $25,000 for the Lead Independent Director

Committee Member Retainer

   $20,000 for the Audit and Compliance Committee
 

 

   $15,000 for the Compensation Committee
 

 

   $15,000 for the Nominating and Corporate Governance Committee

The following table sets forth information on the compensation of all our non-employee directors for 2023:

 

     2023 Compensation(1)  

Name

  

Fees

Earned or

Paid in

Cash ($)(2)

    

Stock

Awards (#)(3)

    

Stock

Awards
($)(3)

    

Total

Compensation
($)

 

JoAnne A. Epps(4)

     111,752         3,840           200,026        311,778     

Carol (“Lili”) Lynton

     145,000         3,840           200,026        345,026     

Joseph W. Marshall, III

     —         7,776           405,052        405,052     

James B. Perry

     155,000         3,840           200,026        355,026     

Barry F. Schwartz

     150,000         3,840           200,026        350,026     

Earl C. Shanks

     150,000         3,840           200,026        350,026     

E. Scott Urdang

     —         7,056           367,547        367,547     

 

(1)

There are no unvested stock awards outstanding as of December 31, 2023.

 

(2)

Cash fees include annual board retainer and committee fees. Mr. Marshall and Mr. Urdang elected to receive their annual board retainer and committee fees in the form of restricted stock in 2023.

 

(3)

The amounts listed above are calculated based on the closing price on the day prior to grant date and vest on December 1st of the year of the grant.

 

(4)

The cash fee disclosed above has been prorated based on service at the time of her passing.

Director Stock Ownership Guidelines

Our Board of Directors 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 of Directors, equity with a value equal to five times the annual cash retainer. The deadline to satisfy these guidelines was the later of March 22, 2023 or the fifth anniversary of the applicable non-employee director’s appointment or election. As of December 31, 2023, all of our then-serving directors were in compliance with the ownership guidelines set forth above.

 

 

Gaming and Leisure Properties, Inc.

  

2024 Proxy Statement | 21


Table of Contents

 

Proxy

Summary

 

Corporate

Responsibility

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

    LOGO        

 

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

The Board of Directors 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 Blvd., 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 its 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 is responsible for evaluating and recommending eligible candidates for membership on our Board of Directors, including director nominees suggested by, among others, other Board members, the management team and shareholders. The Nominating and Corporate Governance Committee is also responsible for examining the composition of the Board of Directors 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 board candidate searches, including any searches conducted by third-party consultants. The Nominating and Corporate Governance Committee will also consider the following (among other considerations set forth in the Company’s Corporate Governance Guidelines):

 

     

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

 

     

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

 

     

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

 

     

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

 

     

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

 

     

changes to a candidate’s affiliations that could create potential conflicts of interest or result in the candidate not being able to serve in a manner that is consistent with the Company’s policies and/or values

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 of Directors 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, its shareholders, stakeholders and the broader society. The current Nominating and Corporate Governance Committee Charter outlines the characteristics and qualifications sought by the Nominating and Corporate Governance Committee when considering potential director candidates, and includes, among other things, its commitment to 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 of Directors. 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.

 

 

22 | 2024 Proxy Statement

  

Gaming and Leisure Properties, Inc.


Table of Contents

 

Proxy

Summary

 

Corporate

Responsibility

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

    LOGO        

 

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 comply with the notice requirements under the Company’s Second Amended and Restated Bylaws and are 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 days and not more than 150 days prior to the anniversary date of the immediately preceding annual meeting of shareholders.

The Company’s Second Amended and Restated Bylaws were amended in December 2023 to reflect certain procedural requirements related to proxy access and the SEC’s recently adopted “universal proxy” rules, as well as certain technical, conforming and clarifying changes in connection therewith, which are reflected below. 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Advance Notice Provisions and Universal Proxy Rules

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 Second Amended and Restated Bylaws and must comply with all applicable requirements under Rule 14a-19 under the Exchange Act:

 

     

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

 

     

a statement or SEC filing from the record holder of the shares, derivative instruments or other interests verifying the holdings of the beneficial owner and indicating the length of time the shares, derivative instruments or other interests have been held by such beneficial owner and any other information and representations 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 (or any successor provision) and the rules and regulations promulgated thereunder, including, but not limited to, voting arrangements, rights to dividends or performance related fees associated with any securities held, material legal proceedings involving the Company, its directors, officers or affiliates, and any material interest in any material contract or agreement with the Company, its affiliates or any principal competitors

 

     

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

 

     

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

 

     

a (a) completed and signed directors’ and officers’ questionnaire, (b) 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 (c) such additional information, certificates, 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 (as set forth in the Company’s charter)

 

     

a representation as to whether the shareholder, proposed nominee or any Shareholder Associated Person intends to engage in a solicitation in support of director nominees other than the Board’s nominees in accordance with Rule 14a-19 promulgated under the Exchange Act (and if so, (a) including a statement that any such person intends to solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors in support of director nominees other than the Board’s nominees), and, if so, (b) confirming the names of the participants (as defined in Item 4 of Schedule 14A under the Exchange Act) in the solicitation. The term “Shareholder Associated Person” means any person acting in concert with such shareholder or another Shareholder Associated Person or who is otherwise a participant (as defined in Item 4 of Schedule 14A under the Exchange Act) in the solicitation

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

 

     

all information and representations 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

 

 

Gaming and Leisure Properties, Inc.

  

2024 Proxy Statement | 23


Table of Contents

 

Proxy

Summary

 

Corporate

Responsibility

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

    LOGO        

 

 

thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director, if elected)

 

     

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

 

     

a description in reasonable detail of all other material relationships between the proposed nominee and the recommending shareholder and the beneficial owner, if any, including any agreements, arrangements and understandings between the recommending shareholder and the beneficial owner, if any, and the recommended nominee regarding the nomination

 

     

a description in reasonable detail 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

 

     

a (a) completed and signed directors’ and officers’ questionnaire, (b) 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 (c) 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

 

     

the written representation and agreement (in the form provided by the Secretary upon written request) of the recommended nominee that he or she (a) is not and will not become a party to a 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, (b) 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, (c) 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, (d) currently intends to serve as a director for the full term for which he or she is standing for election and will notify the Company simultaneously with the notification to the shareholder of his or her actual or potential unwillingness or inability to serve as a director, and (e) does not need any permission or consent from any third party to serve as a director of the Company, if elected, that has not been obtained, including any employer or any other board or governing body on which he or she serves, attaching copies of any and all requisite permissions or consents

 

     

a certificate executed by the shareholder certifying that such shareholder will (a) comply with Rule 14a-19 promulgated under the Exchange Act in connection with such shareholder’s solicitation of proxies in support of any proposed nominee, (b) notify the Company as promptly as practicable of any determination by the shareholder to no longer solicit proxies for the election of any proposed nominee as a director at the meeting, and (c) furnish such other or additional information as the Company may request for the purpose of determining whether the requirements set forth in Section 7.04 of the Second Amended and Restated Bylaws have been complied with and of the evaluation of any nomination or other business described in the shareholder’s notice

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 (a) 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, (b) a description in reasonable detail 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 (c) the text of the proposal or business (including the text of any resolutions proposed for consideration).

A shareholder proposing a proposed nominee shall have no right to (a) nominate a number of proposed nominees that exceed the number of directors to be elected at the meeting or (b) substitute or replace any proposed nominee unless such substitute or replacement is nominated in accordance with the advance notice provisions described above and as more fully set forth in the Second Amended and Restated Bylaws (including the timely provision of all information and representations with respect to such substitute or replacement proposed nominee in accordance with the deadlines set forth in such advance notice provisions). If the Company provides notice to a shareholder that the number of proposed nominees proposed by such shareholder exceeds the number of directors to be elected at a meeting, the shareholder must provide written notice to the Company within five (5) business days stating the names of the proposed nominees that have been withdrawn so that the number of proposed nominees proposed by

 

 

24 | 2024 Proxy Statement

  

Gaming and Leisure Properties, Inc.


Table of Contents

 

Proxy

Summary

 

Corporate

Responsibility

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

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such shareholder no longer exceeds the number of directors to be elected at a meeting. If any individual who is nominated in accordance with the advance notice provisions becomes unwilling or unable to serve on the Board, then the nomination with respect to such individual shall no longer be valid and no votes may validly be cast for such individual.

A shareholder shall also comply with all applicable requirements of state and federal law, including, without limitation, the requirements of Rule 14a-19 under the Exchange Act, with respect to the matters set forth in the advance notice provisions. Without limiting the generality of the foregoing, and in addition to the other requirements in the Second Amended and Restated Bylaws, unless otherwise required by law, if any shareholder, proposed nominee or shareholder associated person provides notice pursuant to Rule 14a-19(b) under the Exchange Act or includes the information and certification required by Rule 14a-19 under the Exchange Act or any other rules and regulations thereunder and subsequently fails to comply with the requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3) under the Exchange Act, then the Company shall disregard any proxies or votes solicited for the proposed nominees. Upon request by the Company, if a shareholder or shareholder associated person provides notice pursuant to Rule 14a-19(b), under the Exchange Act, such shareholder or shareholder associated person shall deliver to the Company, no later than five (5) business days prior to the applicable meeting of shareholders, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) under the Exchange Act.

Proxy Access

The Company’s Second Amended and Restated Bylaws, as amended in December 2023, also permit a shareholder (or a group of up to twenty (20) shareholders) owning 3% or more of the Company’s outstanding common stock continuously for at least three years to nominate director candidates constituting up to the greater of, subject to certain exceptions set forth in the Second Amended and Restated Bylaws, two or 20% of the number of directors in office as of the last day on which a notice may be delivered, for inclusion in the Company’s proxy materials for election at any annual meeting of the shareholders, provided that such nominations comply with the notice requirements under the Company’s Second Amended and Restated Bylaws and are 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 Company shall include in its proxy statement for the annual meeting (a) the name of the proxy access shareholder nominee, (b) the information concerning the proxy access shareholder nominee and the eligible shareholder that is required to be disclosed pursuant to the Exchange Act, and the rules and regulations promulgated thereunder, and (c) if the eligible shareholder so elects, a written statement of the eligible shareholder or group, not to exceed 500 words, in support of each proxy access shareholder nominee, which must be provided at the same time as the proxy access nomination notice; provided, that the Company may omit from its proxy materials any information or supporting statement that it, in good faith, believes is untrue in any material respect (or omits a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading) or would violate any applicable law, rule, regulation, or listing standard. Additionally, proxy access provisions in the Second Amended and Restated Bylaws do not limit the Company’s ability to solicit against and include in its proxy statement its own statements relating to any proxy access shareholder nominee.

With respect to the eligible shareholder giving the notice, all notices must include the following information as further outlined in the Company’s Second Amended and Restated Bylaws:

 

     

one or more written statements from the record holder of the shares (and from each intermediary through which the shares are or have been held during the requisite three-year holding period) verifying that, as of the date the notice is delivered to or received by the Company, the eligible shareholder owns, and has owned continuously for the preceding three years, the required shares, and the eligible shareholder’s agreement to provide: (a) within five (5) days after the record date for the meeting, written statements from the record holder and intermediaries verifying the eligible shareholder’s continuous ownership of the required shares through the record date, and (b) immediate notice if the eligible shareholder ceases to own any of the required shares prior to the date of the applicable annual meeting of shareholders

 

     

the eligible shareholder’s representation and agreement that the eligible shareholder (including each member of any group of shareholders that together is an eligible shareholder) intends to continue to satisfy the eligibility requirements through the date of the annual meeting

 

     

the written consent of each proxy access shareholder nominee to being named in the Company’s proxy statement as a nominee and to serving as a director if elected, together with the information and representations that would be required to be set forth in, or accompanied with, a shareholder’s notice of a nomination pursuant to the advance notice provisions, and any additional information that may be requested by the Board pursuant to the advance notice provisions as is necessary for the Board to

 

 

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Voting

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Other

Matters

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determine if (a) the proxy access shareholder nominee is an independent director and (b) the proxy access shareholder nominee is eligible to be found suitable or licensed or otherwise qualified by the applicable gaming and regulatory authorities for the jurisdictions in which the Company operates

 

     

a copy of the Schedule 14N that has been filed with the SEC as required by Rule 14a-18 under the Exchange Act, as such rule may be amended

 

     

a representation that the eligible shareholder, including each member of any group of shareholders that together is an eligible shareholder, (a) acquired the required shares in the ordinary course of business and not with the intent to change or influence control at the Company, and does not presently have such intent, (b) has not nominated and will not nominate for election to the Board at the annual meeting of shareholders any person other than the proxy access shareholder nominee(s) being nominated, (c) has not engaged and will not engage in, and has not and will not be a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the annual meeting other than its proxy access shareholder nominee or a nominee of the Board, (d) will not distribute to any shareholder any form of proxy for the annual meeting other than the form distributed by the Company, and (e) in the case of a nomination by a group of shareholders that together is an eligible shareholder, the designation by all group members of one group member that is authorized to act on behalf of all such members with respect to the nomination and matters related thereto, including any withdrawal of the nomination

 

     

an undertaking that the eligible shareholder agrees to (a) assume all liability stemming from any legal or regulatory violation arising out of the eligible shareholder’s communications with the shareholders of the Company or out of the information that the eligible shareholder provided to the Company, (b) indemnify and hold harmless the Company and each of its directors, officers and employees individually against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Company or any of its directors, officers or employees arising out of any nomination, solicitation or other activity by the eligible shareholder in connection with its efforts to elect the proxy access shareholder nominee, (c) comply with all other laws and regulations applicable to any solicitation in connection with the annual meeting, and (d) provide to the Company prior to the annual meeting such additional information as deemed necessary by the Company to comply with the foregoing

The Company shall not be required to include any proxy access shareholder nominees in its proxy materials for any meeting of shareholders (a) for which the Secretary of the Company receives a notice that a shareholder has nominated a person for election to the board of directors pursuant to the advance notice provisions and such shareholder does not expressly elect at the time of providing the notice to have its nominee included in the Company’s proxy materials pursuant to the proxy access notice provisions, (b) if the eligible shareholder who has nominated such proxy access shareholder nominee (or any member of any group of shareholders that together is such eligible shareholder) has engaged in or is currently engaged in, or has been or is a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the meeting other than its proxy access shareholder nominee(s) or a nominee of the board of directors, (c) if another person is engaging in a “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the applicable annual meeting of shareholders other than a nominee of the Board, (d) who is not an independent director, as determined by the Board, (e) whose election as a member of the Board would cause the Company to be in violation of the Second Amended and Restated Bylaws, the Amended and Restated Articles of Incorporation, the listing standards of the principal exchange upon which the Company’s capital stock is traded, or any applicable law, rule or regulation, (f) who is or has been, within the past three years, an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914, (g) who is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) or has been convicted in such a criminal proceeding within the past ten (10) years, (h) who is subject to any order of the type specified in Rule 506(d) of Regulation D promulgated under the Securities Act, (i) who is an Unsuitable Person or is otherwise barred or suspended by the applicable gaming and regulatory authorities for the jurisdictions in which the Company operates, (j) if such proxy access shareholder nominee or the applicable eligible shareholder shall have provided information to the Company in respect to such nomination that was untrue in any material respect or omitted to state a material fact necessary in order to make the statement made, in light of the circumstances under which it was made, not misleading, as determined by the board of directors, or (k) if the eligible shareholder or applicable proxy access shareholder nominee otherwise contravenes any of the agreements or representations made by such eligible shareholder or proxy access shareholder nominee or fails to comply with its obligations pursuant to the proxy access provisions.

The Board or the person presiding at the annual meeting of shareholders shall declare a nomination by an eligible shareholder to be invalid, and such nomination shall be disregarded notwithstanding that proxies in respect of such vote may have been received by the Company, if (a) the information provided pursuant to the proxy access provisions to the Company by such individual or by the eligible shareholder (or any member of any group of shareholders that together is such eligible shareholder) who nominated such individual was untrue in any material respect or omitted to state a material fact necessary in order to make the statements made, in

 

 

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Summary

 

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Voting

Proposals

 

Other

Matters

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light of the circumstances under which they were made, not misleading, (b) such individual, or the eligible shareholder (or any member of any group of shareholders that together is such eligible shareholder) who nominated such individual, shall have breached or failed to comply with its agreements, representations undertakings and/or obligations pursuant to the Second Amended and Restated Bylaws, or (c) the eligible shareholder (or a qualified representative thereof) does not appear at the meeting to present any nomination pursuant to the proxy access provisions.

The eligible shareholder (including any person who owns shares of capital stock of the Company that constitute part of the eligible shareholder’s ownership) shall file with the SEC any solicitation or other communication with the Company’s shareholders relating to the meeting at which the proxy access shareholder nominee will be nominated, regardless of whether any such filing is required under Regulation 14A of the Exchange Act or whether any exemption from filing is available for such solicitation or other communication under Regulation 14A of the Exchange Act.

 

 

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Other

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

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

The following CD&A describes our compensation philosophy, objectives and policies and how each is reflected in the compensation program for our NEOs. Our NEOs for 2023 were:

 

Name

   Title

Peter M. Carlino

   Chairman, Chief Executive Officer and President

Brandon J. Moore

   Chief Operating Officer, General Counsel and Secretary

Desiree A. Burke

   Chief Financial Officer and Treasurer

Matthew J. Demchyk

   Senior Vice President and Chief Investment Officer

Steven L. Ladany

   Senior Vice President and Chief Development Officer

Executive Compensation Reference Guide

 

 

 

 

 

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Executive Summary

GLPI is the most geographically diversified owner of gaming assets in the country and the nation’s first REIT focused on acquiring, owning and leasing real property assets to gaming operators under long-term net lease arrangements. The unique nature of the Company’s business model requires our management team to have a specialized skill set with knowledge and expertise in both the gaming and real estate industries. Acquiring gaming assets in leases structured to cover, in some instances, more than fifty (50) years requires an in-depth understanding of the underlying business, the competitive landscape and the market in which the target operates. The Committee is committed to designing and maintaining an executive compensation program that attracts and retains top executive talent with the necessary experience in, and understanding of, gaming assets while recognizing that the overall construct of the compensation program reflects the Company’s operation as a publicly traded triple-net REIT.

Our diversified geographic footprint spans 19 states in the United States, with a portfolio that has grown from 21 properties as of December 31, 2013, to 62 properties as of March 31, 2024, including nearly $11 billion in transactions since our inception in 2013.

 

 

LOGO

 

Property Growth

 

Our portfolio has
grown from 21
properties in 2013
to 62 properties
in 2024

 

 

   

 

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Square Footage

 

Expanded total
square-footage from
7M to 29M from
2013 to 2024

 

 

   

 

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Hotel Rooms

 

The number of hotel
rooms increased
from 2,792
in 2013 to 14,940
in 2024

 

   

 

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Acreage

 

Total amount of acres
rose from 3,245 acres
to 6,252 acres from
2013 to 2024

 

 

Diversity and Stability

 

   

Geographic and Tenant Diversification

 

  Structural Stability

High quality real estate spanning across 19 states
with 8 first-class tenants

 

  90% of properties in cross-collateralized master leases
with remaining lease terms, including renewals, in excess of 20 years
   

Value-Added Transaction Activity

 

  Tenant Stability
$760M in acquisitions closed in 2023  

88% of rent comes from publicly traded gaming companies (PENN, CZR, BYD and BALY)

 

 

 

 

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Other

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2023 Performance Highlights

An uncertain macroeconomic environment defined 2023 with stress in the financial sector, rising interest rates, continued high inflation and global conflicts. Notwithstanding those headwinds, the Company had another active and productive year marked by strong operating results, accretive transactions and increased dividends as we continue to leverage our deep knowledge of the gaming sector to drive long-term growth, while actively managing our tenant relationships, financing activities and capital structure. The successful execution of our strategy and business plan continues to deliver consistent, long-term value creation for our shareholders.

 

Strong Financial Results

Market-Leading Long-Term Shareholder Value Creation
+39.95%    $0.73

Three-Year TSR

(82nd percentile of the net-lease peer group)

  

Quarterly dividend as of Q4 2023

(+21.7% since Q4 2020)

 

     
  

 

   Significant 2023 Achievements    Consistent with
   Completed previously announced acquisitions of the real property assets of Bally’s Tiverton Casino & Hotel and Bally’s Hard Rock Hotel & Casino Biloxi    Our commitment to drive accretive growth through acquisitions
   Entered into a new master lease with PENN Entertainment, Inc. with fixed rent and escalation    Adding strength and stability by reducing volatility in rental income and eliminating two single-property leases
   Entered into a binding term sheet with Athletics Holdings LLC and Bally’s Corporation providing for the construction of a new Major League Baseball stadium for the Athletics and a new casino resort at the existing Tropicana Las Vegas location    Our business plan to monetize the Tropicana Las Vegas assets acquired from PENN Entertainment, Inc. during the COVID-19 pandemic
   Completed the acquisition of the land associated with the new Hard Rock Casino development in Rockford, Illinois    Our commitment to drive accretive growth through acquisitions
   Provided a construction loan for the development of the real property improvements at the Hard Rock Casino site in Rockford, Illinois    Our goal to leverage our gaming and development expertise to drive accretive growth
   Completed the landside development of The Queen Baton Rouge    Our goal to leverage our gaming and development expertise to drive accretive growth
   Completed third-party property condition assessments at each of the properties in our portfolio, including climate risk assessments    Our commitment to corporate responsibility
   Achieved 100% tenant participation in a utility data tracking platform (provided free of charge to our tenants) to enable collection and disclosure of utility usage    Our commitment to corporate responsibility
   Expanded local and national community outreach and charitable giving efforts    Our commitment to corporate responsibility
   Net leverage of 4.8x on December 31, 2023    Our commitment to maintain a strong balance sheet

 

 

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Executive Compensation Core Elements

The core elements of our overall 2023 executive compensation program are outlined below, with details discussed more fully throughout CD&A:

 

     

Ensured a compensation structure focused on achieving Company goals, including the following 2023 highlights:

 

 

90% of cash bonus tied to pre-established goals

 

Incorporated objective corporate responsibility performance goals into our annual cash bonus program

 

     

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

 

 

Maximum payout under the cash bonus program requires out-performance across multiple metrics

 

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

 

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

 

     

Over 60% of the pay opportunity of our NEOs is variable, performance-based compensation contingent upon the achievement of predetermined performance criteria designed to drive shareholder value:

 

 

Approximately 64% of the value of our CEO’s and other NEOs’ equity awards are at-risk and contingent upon the Company achieving rigorous TSR hurdles over a three-year performance period

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

opportunity:

 

 

LOGO

 

  (1)

Service-Based Equity Award(s) includes the value of the long-term fixed equity awards subject to continued employment.

 

  (2)

Performance-Based Equity Awards(“at-risk”) Compensation includes the target annual performance cash awards and the target value of the long-term performance-based equity awards.

 

     

In lieu of employment agreements, we adopted the Executive Change in Control and Severance Plan in 2019 to provide certain of the members of the Company’s management team 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.

In addition, we are committed to strong corporate governance as evidenced by the following:

 

     

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

     

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

     

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

     

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

     

Enhanced commitment to corporate responsibility initiatives and diversity through formalized oversight by the Nominating and Corporate Governance Committee and a commitment to include women and underrepresented minorities in each new director candidate search

 

 

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Engagement with our shareholders to discuss our compensation program, which has resulted in numerous changes over the past several years. In addition, during 2023, the Company’s outreach efforts included more than 300 contacts with investors. See “Shareholder Outreach” below for more information.

Shareholder Outreach

Our Board and the management team recognize the importance of ongoing engagement with our shareholders to enable us to understand and respond to shareholder concerns. The composition of the Company’s shareholder base has changed dramatically since its spin-off from PENN in 2013 from predominately gaming investors to largely REIT and index-oriented institutional investors. In response to our evolving shareholder base and feedback received, the Company has made meaningful changes to its corporate governance structure, compensation programs and corporate responsibility initiatives.

Throughout the year, members of the management team engaged in routine and off-cycle investor outreach with the corporate governance teams of our top 20 shareholders as well as significant shareholders that either withheld votes or voted against the recommendations of the Board. The Board believes that it is important to understand the reasons why shareholders choose not to support certain of the Board’s recommendations and to discuss the Company’s governance structure and initiatives shareholders would like the Board to consider in the upcoming year.

Through these outreach efforts, the Board and the management team gained a valuable understanding of the perspectives and concerns of each investor. The Board and the management team carefully consider shareholder feedback, as well as the results from our most recent shareholder advisory vote on executive compensation, when reviewing our corporate governance and executive compensation programs.

At the Company’s 2023 Annual Meeting of Shareholders, the majority of our shareholders (94% of shares voted) supported our shareholder advisory vote on executive compensation.

Compensation Philosophy and Objectives

We adopted and annually review and confirm a compensation philosophy that serves as the guide for all executive compensation decisions. Our compensation philosophy is as follows:

The Company intends to maintain an executive compensation program that will help it attract and retain the executive talent needed to grow and further the strategic interests of the business in an increasingly competitive operating environment. To this end, the Company provides a compensation and benefits program designed to provide talented executives with good reason to remain with the Company and continue in their efforts to improve shareholder value, while carefully considering the impact of the Company’s actions on all stakeholders. The Company’s program is designed to motivate and reward executives to achieve and exceed targeted results. Pay received by the executives will be commensurate with the performance of the Company and their own individual contributions.

In order to achieve our stated compensation philosophy, our compensation program is guided by the following objectives:

 

     

offer a competitive and balanced compensation program to compensate executives for the unique experience required in their roles, taking into consideration the total compensation opportunity offered by our peer companies

 

     

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

 

     

utilize rigorous performance-based metrics aligned with key strategic objectives that support long-term shareholder value

Annual Review and Approval Process

Role of the Compensation Committee

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

 

     

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

 

     

current best practices and market trends related to compensation structure

 

 

 

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Other

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the compensation packages, structure and performance goals of our REIT peers, supplemented with gaming companies with whom we compete for talent and assets

 

     

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

 

     

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

 

     

the Company’s performance relative to its REIT peers

 

     

the ability to satisfy state gaming licensing requirements

 

     

the individual performance of the executives and their total compensation relative to executive peers

 

     

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

 

     

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

 

     

the performance of previous performance-based equity incentive awards

The Committee reviews this information with its independent compensation consultant and certain executives to revise or confirm the compensation packages for each executive officer. One of our goals is to ensure that base salaries and total compensation packages are appropriate to attract and retain executives with the gaming and real estate experience necessary to create long-term shareholder value and protect the interests of our stakeholders. We will also alter performance measures and/or the mix of cash and long-term equity incentive awards as necessary to ensure that management incentives continue to be aligned with shareholders.

Role of Management

The Company’s CEO works closely with the Committee to analyze relevant peer data and to determine the appropriate base salary, cash bonus and incentive award levels for each member of the management team. While the Committee values the judgment and input from the CEO and considers his recommendations, the Committee ultimately retains sole discretion to approve the compensation packages for each member of the management team.

Role of Compensation Consultant

We retained Ferguson Partners Consulting L.P. (“FPC”) to advise us on compensation-related matters in 2023. We selected FPC because of its experience in assisting other REITs in determining the optimal type and balance of cash and incentive award components in a manner intended to align the interests of the management team and shareholders while being competitive. FPC coordinated with the Committee to develop a peer group for use in structuring the Company’s executive compensation program. We review the peer group with FPC annually to ensure that it provides an accurate representation of the Company’s structure and operations. A description of the process and rationale utilized for selecting our 2023 executive compensation peer group is described below.

FPC reviewed the current compensation of each executive officer on several levels, including consideration of (a) cash versus equity-based incentive awards, (b) fixed versus variable compensation, (c) service-based vesting versus performance-based vesting, and (d) short-term awards versus long-term incentive awards. In addition, FPC provided the Committee with information regarding the compensation levels of executive officers in our selected peer group, as well as current compensation “best practices” and trends in the REIT and gaming industries. Based on all of the available information and discussions with the CEO, FPC provided the Committee with its recommendation as to the appropriate compensation of each executive officer or confirmed for the Committee that the suggested compensation packages were reasonable.

The Committee determined that no conflict of interest existed during 2023 between FPC and the Company (including the Company’s Board of Directors and the Company’s management team) pursuant to Item 407(e)(3)(iv) of SEC Regulation S-K. Neither FPC nor any affiliate provided additional services to the Company or its affiliates in excess of $120,000 during 2023.

 

 

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Executive Compensation Peer Group

Each year, the Committee reviews the executive compensation peer group to ensure the appropriateness of each peer company, as well as the peer group in totality, based on the following:

 

 

GLPI Business Factors Used to Assess Peer Group Selection

 
 
Exclusively focused on the acquisition and development of gaming assets
 
 
Acquiring gaming assets from taxable corporations includes complex tax, accounting, legal and regulatory issues
 
 
Requiring executives that possess knowledge and expertise in both real estate and gaming operations to balance our strategic initiatives with our structure
 
 
Competing for talent and assets with not only REITs, but with companies in the highly competitive gaming industry

Based on this assessment, the Committee determined that the Company’s competitors consist of two groups of companies (i) companies with whom we compete for investors, capital and gaming assets – gaming REITs and triple-net lease REITs, and (ii) companies with whom we compete with for talent and gaming assets – gaming REITs and gaming operators. Accordingly, we reviewed our executive compensation peer group based on the following selection criteria:

 

     

Size – companies with implied market capitalization or total capitalization ranging from 0.3x to 3.0x that of the Company

 

     

Net Lease REITs – Primarily include REITs with revenues predominately derived from net leases or triple-net leases that are comparable to the Company in terms of the knowledge and skills required by the executive team to effectively evaluate opportunities and structure leases

 

     

Gaming Expertise – Include a limited number of gaming companies with whom the Company competes for talent and assets and have the knowledge to navigate the highly regulated and complex gaming industry (represents 33% of our executive compensation group)

Applying these criteria, FPC recommended, and the Committee approved, the following peer group in 2023(1):

 

Net Lease REITs

  Gaming Companies
Alexandria Real Estate Equities, Inc.   Boyd Gaming Corporation
EPR Properties   Caesars Entertainment Inc.
Healthpeak Properties, Inc.   MGM Resorts International
Medical Properties Trust Inc.   PENN Entertainment Inc.
NNN REIT, Inc.(2)   Wynn Resorts, Limited
Omega Healthcare Investors, Inc.  
Realty Income Corporation  
VICI Properties Inc.  
W. P. Carey Inc.  

Welltower Inc.

   

 

(1)

In 2023, Hudson Pacific Properties, Inc., Spirit Realty Capital, Inc. and STORE Capital Corporation were removed from the peer group and Healthpeak Properties, Inc. was identified as a suitable addition to the peer group based on the selection criteria above.

(2)

National Retail Properties, Inc. changed its name to NNN REIT, Inc. effective May 1, 2023.

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

 

     

the peer group is over-weighted toward net lease REITs (represents two-thirds of the peer group)

 

     

our implied equity market capitalization and total enterprise value were above the median of the peer group

 

 

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In establishing the 2023 compensation program, the Committee utilized peer group compensation data to understand the Company’s pay levels and structure as compared to the market. Although the Committee does not target a certain percentile of compensation, we believe it is important to understand the competitive landscape to effectively assess each executive officer’s total compensation opportunity, pay mix and governance practices. We strive to ensure that our compensation program and opportunities remain equitable and competitive, while also considering other factors such as overall market trends, shareholder feedback, internal equity and Company performance.

Risk Assessment

In establishing and reviewing our executive compensation program, we consider, among other things, whether the program properly motivates executives to focus on the creation of shareholder value without encouraging unnecessary or excessive risk taking. To this end, the Committee carefully reviews the principal components of executive compensation. Base salaries are reviewed annually. Annual incentive pay is focused on the achievement of certain specific overall financial performance goals and is determined using multiple criteria with established maximum payouts. The other major component of our executive officers’ compensation is long-term incentives provided through the award of restricted stock, which we believe is important to help further align executives’ interests with those of our shareholders and other stakeholders. We believe that these cash and incentive awards, especially when combined with the stock ownership requirements and compensation clawback policy, described in this Proxy Statement under the heading Other Compensation Policies, appropriately balance risk, payment for performance and alignment of executive compensation with the interests of shareholders and other stakeholders without encouraging unnecessary or excessive risk taking.

Overview of 2023 Compensation

Elements of Compensation

The 2023 compensation program was heavily weighted toward performance-based compensation utilizing several different performance metrics. The mix of cash versus equity-based incentive awards, fixed versus variable compensation, and service-based vesting versus performance-based vesting of equity incentive awards was designed to ensure that the management team was, and remained, appropriately incentivized across a number of different business and economic environments. In addition, our program included both internal performance measures as well as external performance metrics to ensure that our executives were focused on the Company’s goals as well as its position in the market. The following is a summary of the key elements (with a more detailed description of each element provided below):

 

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 and skills necessary to implement the Company’s growth strategy

Annual Performance Cash Awards

   Cash compensation with 90% tied to achievement of pre-determined performance goals and 10% tied to qualitative performance    Provide variable incentives targeting specific annual goals for the year based on prior year results and specific strategic objectives    Motivates the achievement of short-term corporate objectives that are aligned with our annual budget and business plan and 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 vesting to enhance retention and encourage long-term growth by subjecting recipients to the same market fluctuations as shareholders    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 TSR measured against the US MSCI Index and triple-net REIT peers    Provide a significant portion of total potential compensation tied to superior long-term stock performance    Aligns executive and shareholder interests and rewards long-term stock performance with no payout for under-performance and capped payouts during periods of negative absolute TSR

 

 

Gaming and Leisure Properties, Inc.

  

2024 Proxy Statement | 35


Table of Contents

 

Proxy

Summary

 

Corporate

Responsibility

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

      LOGO      

 

Base Salary

The base salaries of our executives are designed to compensate them for services rendered during the fiscal year and, consistent with our pay for performance philosophy, executives receive a significant portion of their overall targeted compensation in a form other than a fixed base salary. Although the Company does not generally benchmark against any particular percentile of base salaries of comparable executives within the Company’s peer group, we set salaries that are competitive with our peers so that the Company can attract and retain high-performing executives, including certain executives with experience in the gaming industry. In addition, we recognize that it is critical that executives have the experience necessary to identify and resolve the complex tax, accounting, legal and regulatory issues inherent in the type of transactions engaged in by the Company. Base salaries are then further adjusted for certain qualitative factors, including: specific position duties and responsibilities; tenure with the Company; individual contributions; value to the Company; and the overall reasonableness of an executive’s compensation.

Set forth below are the 2023 base salaries for each of the NEOs, which included promotional adjustments for Mr. Moore in recognition of his promotion to Chief Operating Officer and Ms. Burke upon her promotion to Chief Financial Officer.

 

Executive

  

2023

Salary

       Change

Chairman, Chief Executive Officer and President

     $1,808,468        No Change Since 2012

Chief Operating Officer, General Counsel and Secretary

     $600,000        $100,000 increase

Chief Financial Officer and Treasurer

     $525,000        $95,000 increase

Senior Vice President and Chief Investment Officer

     $430,000        $10,000 increase

Senior Vice President and Chief Development Officer

     $430,000        $40,000 increase

Annual Performance Cash Awards

For 2023, the Committee adopted an annual cash bonus program designed to motivate the executive officers and other members of the management team to achieve certain Company growth objectives and near-term strategic priorities. These goals are critical to our long-term success and are designed to be challenging and rigorous to ensure that we remain focused on sustained growth and our overall business strategy. Additionally, the Committee also considered best practices and governance standards in designing our cash bonus program.

The annual cash bonus program has historically been based on the achievement of a number of specific performance criteria focused on the Company’s annual strategic goals and business plan, including specific AFFO and dividend targets. The performance assessment for 2023 was based on the following structure:

 

Metric and Rationale for Inclusion

  Weighting   Threshold   Target   Maximum   Actual

AFFO Growth(1)

 

Motivates management to responsibly deploy capital as measured by a frequently used REIT earnings metric

  35%   $3.55

per share

  $3.61

per share

  $3.67

per share

  $3.69

per share

Dividend Growth(2)

 

Encourages management to focus on profitability and effectively increasing shareholder cash distributions

  35%   N/A   $2.84

per share

  $2.88

per share

  $2.92

per share

Achievement of Company Objectives(3)

 

Rewards management for the achievement of key priorities, including corporate responsibilities, balance sheet management and other relevant factors

  20%   5   7   9   9

Qualitative/Individual

 

Represents indicators of the executive’s success in fulfilling his or her responsibilities and in executing the business plan

  10%   Compensation Committee’s Assessment—See Below

 

(1)

AFFO per diluted share and unit is a non-GAAP financial measure. For a definition and reconciliation of this non-GAAP financial measure to the most directly comparable GAAP measure, see our earnings release furnished as Exhibit 99.1 to our Current Report on Form 8-K furnished on February 28, 2024. AFFO per share is presented on a fully diluted basis assuming full conversion of limited partnership units to common shares and therefore before the income statement impact of non-controlling interests.

(2)

Based on per share dividends announced as of fourth quarter 2023 on an annualized basis.

 

 

36 | 2024 Proxy Statement

  

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Table of Contents

 

Proxy

Summary

 

Corporate

Responsibility

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

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(3)

Based on the achievement of: (a) Corporate Responsibilities: (i) complete property inspections for a minimum number of our properties, including climate change assessments (Achieved), and (ii) contribute to a certain number of local and national charitable organizations (Achieved); (b) Balance Sheet Management: (i) Net Debt to Adjusted EBITDA at or less than 5.50x (Achieved),and (ii) variable rate debt at year-end to not exceed 15% (Achieved); (c) Growth Initiatives: (i) enter into definitive agreements to participate in a greenfield development project (Achieved), and (ii) enter into definitive agreement(s) that will add at least a target amount in additional revenue (NOT Achieved); (d) Other Strategic Objectives: (i) expand relationships by adding at least one new partner or tenant (Achieved), and (ii) a strategic initiative that remains confidential (Achieved); and (e) Shareholder Engagement: (i) increase number of REIT analyst coverage (Achieved), and (ii) engage in at least 300 contacts with current and potential shareholders (Achieved).

In establishing performance metrics and targets for our annual cash bonus program, the Committee takes into consideration (i) strategic objectives for the year, (ii) our business plan, (iii) prior-year results, and (iv) growth expectations. Performance metric targets are intended to be challenging but achievable with maximum payouts only earned for exceptional performance. The Committee also takes into consideration more qualitative/individual factors to reward executives for non-financial achievements that are critical to the growth and success of our Company in the long-term.

We set the ranges of bonuses payable pursuant to the cash bonus measure for each executive as a percentage of annual base salary, as set forth below. In order to help manage total potential compensation payouts, annual cash bonus opportunities are capped at a maximum bonus level, regardless of the extent to which performance exceeds targeted levels.

 

Executive

     Threshold      Target      Maximum  

Chairman, Chief Executive Officer and President

       50      100      200

Chief Operating Officer, General Counsel and Secretary

       37.5      75      150

Chief Financial Officer and Treasurer

       37.5      75      150

Senior Vice President and Chief Investment Officer

       37.5      75      150

Senior Vice President and Chief Development Officer

       37.5      75      150

In the first quarter of 2024, the Committee evaluated 2023 performance, as detailed above, and determined that the Company’s performance achieved the maximum goals established under the scorecard, including successfully achieving corporate responsibility and strategic initiatives/objectives and effectively managing the balance sheet. The Committee also assessed the individual performance of each NEO, which accounts for only 10% of the overall bonus. The Committee determined that the individual component was achieved at maximum level based on its assessment of the Company’s overall financial and operational achievements and each NEO’s considerable efforts and contributions toward these achievements. Key considerations included:

 

     

The successful acquisition of land and the related underwriting and implementation of a construction loan for a greenfield development project, capitalizing on internal experience in financing and developing casino projects.

 

     

The negotiation and entry into a binding term sheet with Bally’s Corporation and the ownership of the Oakland Athletics to bring the Athletics’ Major League Baseball team to the former site of the Tropicana Las Vegas Hotel & Casino, enhancing the potential value of the Company’s iconic site on the Las Vegas Strip.

Based on the formula and assessment described above and each NEO’s bonus opportunities, the following illustrates the actual amount paid to each NEO for 2023:

 

Executive

    

Actual Bonus

Percent of

Base Salary

    

Actual

Payment

 

Chairman, Chief Executive Officer and President

     200%      $ 3,616,936  

Chief Operating Officer, General Counsel and Secretary

     150%      $ 900,000  

Chief Financial Officer and Treasurer

     150%      $ 787,500  

Senior Vice President and Chief Investment Officer

     150%      $ 645,000  

Senior Vice President and Chief Development Officer

     150%      $ 645,000  

Long-Term Performance-Based Equity Awards

While the annual cash bonus program was designed to incentivize the Company’s management team to achieve specific near-term internal Company goals, the long-term performance equity award program was designed to focus the management team on the Company’s long-term performance in relation to the broader REIT indices. We believe that having a majority of compensation structured as equity compensation motivates executives to increase the long-term value of the Company by aligning a significant portion of their total compensation with the interests of the Company’s shareholders. We also believe that equity compensation is a critical tool in attracting and retaining executives with the type of entrepreneurial spirit that has been and will continue to be integral to the Company’s success.

 

 

Gaming and Leisure Properties, Inc.

  

2024 Proxy Statement | 37


Table of Contents

 

Proxy

Summary

 

Corporate

Responsibility

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

      LOGO      

 

Awards have three-year cliff vesting with the number of restricted shares vested at the end of the three-year period determined based on the Company’s performance during such period measured against its peers. More specifically, the percentage of shares vesting at the end of the measurement period is based on the Company’s three-year TSR ranking among the three-year return of the companies included in (1) the MSCI US REIT index, and (2) a triple-net REIT group that includes publicly traded REITs with revenues primarily derived from triple-net leases. The triple-net REIT measurement group for awards granted in 2023 is set forth below.

 

Triple-Net REITs

Agree Realty Corporation

   Omega Healthcare Investors

Alexandria Real Estate Equities

   Realty Income Corporation

Broadstone Net Lease

   Sabra Health Care REIT, Inc.

CareTrust REIT, Inc.

   Safehold Inc.

EPR Properties

   Service Properties Trust

Essential Properties Trust

   Spirit Realty Capital, Inc.

Four Corners Property Trust

   STAG Industrial Group

Global Net Lease

   Uniti Group, Inc.

LTC Properties

   VICI Properties Inc.

LXP Industrial Trust

   W. P. Carey Inc.

Medical Properties Trust, Inc.

  

NNN REIT, Inc.(1)

    

 

(1)

National Retail Properties, Inc. changed its name to NNN REIT, Inc. effective May 1, 2023.

The performance hurdles and levels of opportunity for performance-based restricted stock awards granted in 2023 are set forth below. The awards provide for linear vesting in between achievement levels with vesting capped at target if TSR over the three-year performance period is negative.

 

Level

   Relative TSR Hurdles (%)   

Payout Percentage

of Target

Below Threshold

   < 25th percentile     0%

Threshold

   25th percentile    50%

Target

   50th percentile    100%

Maximum

   75th percentile    200%

The following table sets forth the target number of performance-based awards granted to each NEO in 2023:

 

Executive

   Target Performance-Based
Equity Awards

Chairman, Chief Executive Officer and President

   110,000

Chief Operating Officer, General Counsel and Secretary

   44,000

Chief Financial Officer and Treasurer

   36,000

Senior Vice President and Chief Investment Officer

   30,000

Senior Vice President and Chief Development Officer

   30,000

 

 

38 | 2024 Proxy Statement

  

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Table of Contents

 

Proxy

Summary

 

Corporate

Responsibility

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

      LOGO      

 

The performance awards granted in January 2021 were each earned as of December 31, 2023 at maximum payout as a result of the Company’s relative TSR ranking compared to the MSCI US REIT index and the net lease REIT group for the measurement period. The following table shows the status of the performance awards granted in each of 2019 through 2023.

 

Program  

Performance

Period

  Performance Metric   Actual Performance   Status as of 12/31/23

2023

Performance

Awards

  January 2023-December 2025  

Relative TSR vs.

MSCI US REIT Index and

Select Triple-Net Lease REITs

  Matures 12/31/2025   Relative TSR would result in 61.6% of MSCI US REIT-based target award and 78.2% of the triple-net lease-based target award

2022

Performance

Awards

  January 2022-December 2024  

Relative TSR vs.

MSCI US REIT Index and

Select Triple-Net Lease REITs

  Matures 12/31/2024   Relative TSR would result in 200% of MSCI US REIT-based target award and 200% of the triple-net lease-based target award

2021

Performance

Awards

  January 2021-December 2023  

Relative TSR vs.

MSCI US REIT Index and

Select Triple-Net Lease REITs

  Relative TSR for the MSCI US REIT Index was the 77th percentile and for the Select Triple-Net Lease REITs was 82nd percentile  

200% of

the target award was earned

2020

Performance

Awards

  January 2020-December 2022  

Relative TSR vs.

MSCI US REIT Index and

Select Triple-Net Lease REITs

  Relative TSR for the MSCI US REIT Index was the 93rd percentile and for the Select Triple-Net Lease REITs was 91st percentile  

200% of

the target award was earned

2019

Performance

Awards

  January 2019-December 2021  

Relative TSR vs.

MSCI US REIT Index and

Select Triple-Net Lease REITs

  Relative TSR for the MSCI US REIT Index was the 70.5th percentile and for the Select Triple-Net Lease REITs was 72nd percentile   182% of target of the MSCI US REIT-based award and 188% of target of the Select Triple-Net Lease REITs was earned

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

Long-Term Service-Based Equity Awards

In addition to the long-term performance-based equity awards, we also grant service-based awards with long-term vesting that serve as a critical retention tool and are directly correlated with the Company’s share price performance. Awards vest at a rate of 33.33% per year and are generally subject to continued employment.

Our service-based equity awards are granted as a set number of shares per year, with periodic modifications to reward executives for performance or increased responsibilities (including an increase of 2,000 shares in 2023 for each of Mr. Moore upon his promotion to Chief Operating Officer and Ms. Burke upon her promotion to Chief Financial Officer). This further aligns our executive officers with our shareholders as the value of their equity awards can only increase (or decrease) with any changes in share price year-over-year and subjects them to the same market fluctuations as our shareholders.

The number of shares of restricted stock awarded to each NEO for 2023 was as follows:

 

Executive

  

Number of

Shares

 

Chairman, Chief Executive Officer and President(1)

     55,000  

Chief Operating Officer, General Counsel and Secretary

     22,000  

Chief Financial Officer and Treasurer

     18,000  

Senior Vice President and Chief Investment Officer

     15,000  

Senior Vice President and Chief Development Officer

     15,000  

 

(1)

Mr. Carlino’s long-term service-based equity awards were returned to the number of service-based awards prior to his voluntary reduction in 2021.

 

 

Gaming and Leisure Properties, Inc.

  

2024 Proxy Statement | 39


Table of Contents

 

Proxy

Summary

 

Corporate

Responsibility

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

      LOGO      

 

Overview of 2024 Compensation Program

After taking into consideration current market data and the effectiveness of our historical programs, the Compensation Committee determined that no changes or adjustments would be made in the executive compensation program for 2024.

Deferred Compensation

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

Benefits and Perquisites

We believe that executives should be offered customary benefits and perquisites that are reasonable relative to the benefits provided to all employees, are consistent with competitive practices among the Company’s peer group and, in certain circumstances, may address a particular reasonable issue or concern of an executive. The standard benefits offered to all of the Company’s employees include medical, dental and vision insurance, group life insurance, short and long-term disability and a 401(k) with certain contributions by the Company. Consistent with the objectives described above, the Company also provides certain executive officers with additional supplemental benefits and perquisites, including in limited instances, use of the Company’s private aircraft where individual circumstances merit. The description and value of such supplemental benefits and perquisites in 2023 can be found on the All Other Compensation Table of this Proxy Statement.

Employment Agreements

None of the NEOs have an employment agreement with the Company.

Other Compensation-Related Policies

Stock Ownership Guidelines

The Compensation Committee believes that it is important for executive officers and non-employee directors to have a financial stake in the Company such that their interests are more closely aligned with those of the Company’s shareholders. Accordingly, the Committee has established stock ownership guidelines for our executive officers and non-employee directors. Each executive and non-employee director is expected to acquire, and continue to hold during the term of his or her employment, equity with a value equal to the multiple of his or her annual base salary/cash retainer as indicated below. These guidelines must be satisfied no later than the fifth anniversary of the executive officer’s or non-employee director’s appointment.

 

Title

   Multiple

Non-Employee Directors

   5x Annual Cash Retainer

Chairman and Chief Executive Officer

   5x Base Salary

Chief Operating Officer, General Counsel and Secretary

   4x Base Salary

Chief Financial Officer and Treasurer

   3x Base Salary

Senior Vice President

   2x Base Salary

Anti-Hedging and Anti-Pledging Policy. We believe that equity ownership fosters an atmosphere where directors and officers “think like owners” and are motivated to increase the long-term value of the Company by aligning their interests with those of the Company’s shareholders. Accordingly, we have adopted policies prohibiting each of the Company’s directors and executive officers from engaging in hedging transactions or, under limited circumstances subject to the approval of the Audit and Compliance Committee, pledging Company shares.

 

 

40 | 2024 Proxy Statement

  

Gaming and Leisure Properties, Inc.


Table of Contents

 

Proxy

Summary

 

Corporate

Responsibility

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

      LOGO      

 

Compensation Clawback Policy. The Company has a commitment to ensure that its executive officers adhere to the highest professional and personal standards and has instituted a compensation clawback policy consistent with SEC and Nasdaq requirements. The clawback policy applies to incentive compensation received (as such term is defined in the policy) in any fiscal period ending after October 2, 2023. The clawback policy provides that in the event of any accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under applicable securities laws, the Company will recover the excess incentive compensation received by current or former executive officers who served as such during the three completed fiscal years preceding the date of the restatement, subject to limited permitted exceptions. Recovery under the policy applies regardless of any misconduct, fault, or illegal activity of the Company, the executive officer, the Board or any committee thereof.

Statutory and Regulatory Considerations. In designing the Company’s compensatory programs, we consider the various tax, accounting and disclosure rules associated with various forms of compensation. We also review and consider the deductibility of executive compensation under Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended (the “Code”). The Tax Cuts and Jobs Act, enacted in December 2017, amended certain aspects of Section 162(m) specifically affecting the exclusion of performance-based compensation from the $1 million limit or deductions for executive compensation in future years. For 2023, we considered the implications and exemptions to such limitation. We seek to preserve the Company’s tax deductions for executive compensation to the extent consistent with the Company’s executive compensation objectives. However, we may also from time to time consider and grant compensation that may not be tax deductible if we believe such compensation is warranted to achieve the Company’s objectives.

Compensation Committee Report

We have reviewed and discussed the Compensation Discussion and Analysis with certain executive officers. Based on our review and discussion with such officers, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and, by reference, in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Compensation Committee

James B. Perry, Chair

Joseph W. Marshall, III

E. Scott Urdang

The foregoing report of the Compensation Committee does not constitute soliciting material and shall not be deemed filed, incorporated by reference into or a part of any other filing by the Company (including any future filings) under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates such report by reference therein.

 

 

Gaming and Leisure Properties, Inc.

  

2024 Proxy Statement | 41


Table of Contents

 

Proxy

Summary

 

Corporate

Responsibility

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

      LOGO      

 

Summary Compensation Table

The following table sets forth information concerning the compensation earned during the fiscal years ended December 31, 2023, 2022 and 2021 by the Company’s NEOs:

 

Name and

Principal

Position

  Year    

Salary

($)

    Stock Awards –
Time-Based
($)(1)
   

Stock Awards –
Performance-
Based

($)(2)

   

Non-Equity

Incentive Plan

Compensation

($)(3)

   

All Other

Compensation

($)(4)

   

Total

($)

 

Peter M. Carlino

Chairman, Chief Executive Officer and President

    2023       1,808,468       2,864,950       7,110,400       3,616,934       546,915       15,947,667  
    2022       1,808,468       2,433,000       6,728,700       3,458,693       560,321       14,989,182  
    2021       1,808,468       2,120,000       5,475,800       3,616,934       386,236       13,407,438  

Brandon J. Moore

Chief Operating Officer, General Counsel and Secretary

    2023       600,000       1,145,980       2,844,160       900,000       75,760       5,565,900  
    2022       500,000       973,200       2,446,800       717,188       66,375       4,703,563  
    2021       450,000       742,000       1,742,300       675,000       45,687       3,654,987  

Desiree A. Burke

Chief Financial Officer and Treasurer

    2023       525,000       937,620       2,327,040       787,500       66,989       4,644,149  
    2022       430,000       778,560       1,957,440       616,781       60,625       3,843,406  
    2021       420,000       678,400       1,592,960       630,000       43,250       3,364,610  

Matthew J. Demchyk

Senior Vice President and Chief Investment Officer

    2023       430,000       781,350       1,939,200       645,000       40,022       3,835,572  
    2022       420,000       729,900       1,835,100       602,438       58,625       3,646,063  
    2021       400,000       636,000       1,493,400       600,000       36,250       3,165,650  

Steven L. Ladany

Senior Vice President, Chief Development Officer

    2023       430,000       781,350       1,939,200       645,000       59,370       3,854,920  
    2022       390,000       729,900       1,835,100       559,406       53,375       3,567,781  
    2021       350,000       508,800       1,194,720       525,000       32,000       2,610,520  

 

(1)

The amounts reflect the aggregate grant date fair value calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation—Stock Compensation” (“ASC 718”). The assumptions used in calculating these amounts are described in footnote 2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Included in stock awards reported each year are restricted stock awards granted each year relating to the Company’s long-term fixed equity award grant. For more information on the Company’s long-term fixed equity awards, see the Overview of 2023 Compensation section of the Compensation Discussion and Analysis included in this Proxy Statement.

 

(2)

The amounts reflect the aggregate grant date fair value calculated in accordance with ASC 718. The assumptions used in calculating these amounts are described in footnote 2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Included in stock awards reported each year are performance-based restricted stock awards granted each year, relating to the Company’s long-term performance-based equity award grant. For more information on the Company’s long-term performance-based equity awards, see the Overview of 2023 Compensation section of the Compensation Discussion and Analysis included in this Proxy Statement. The following table discloses the aggregate grant date fair value of the award, assuming maximum level of achievement, but does not estimate dividends:

 

Year

   Peter M.
Carlino
       Brandon J.
Moore
       Desiree A.
Burke
       Matthew J.
Demchyk
       Steven L.
Ladany
 

2023

   $ 11,459,800        $ 4,583,920        $ 3,750,480        $ 3,125,400        $ 3,125,400  

2022

   $ 10,705,200        $ 3,892,800        $ 3,114,240        $ 2,919,600        $ 2,919,600  

2021

   $ 9,328,000        $ 2,968,000        $ 2,713,600        $ 2,544,000        $ 2,035,200  

 

(3)

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

 

(4)

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

 

 

42 | 2024 Proxy Statement

  

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Table of Contents

 

Proxy

Summary

 

Corporate

Responsibility

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

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All Other Compensation Table

The following table describes each component of the All Other Compensation column of the Summary Compensation Table:

 

           

Company

Contributions

to Deferred

Compensation

Plan

($)(1)

            Perquisites         

Name

   Year     

Company

Contributions

to 401(k)
($)(2)

    

Personal

Use of

Company

Vehicle

($)(3)

    

Personal

Use of

Company

Airplane

($)(4)

    

Other

($)(5)

     Total
($)
 

Peter M. Carlino

     2023        263,358        9,900        8,148        258,465        7,044        546,915  
     2022        271,270        7,625        8,148        268,446        4,832        560,321  
     2021        180,847        7,250        8,148        185,339        4,652        386,236  

Brandon J. Moore

     2023        65,860        9,900                             75,760  
     2022        58,750        7,625                             66,375  
     2021        38,437        7,250                             45,687  

Desiree A. Burke

     2023        57,089        9,900                             66,989  
     2022        53,000        7,625                             60,625  
     2021        36,000        7,250                             43,250  

Matthew J. Demchyk

     2023        30,122        9,900                             40,022  
     2022        51,000        7,625                             58,625  
     2021        29,000        7,250                             36,250  

Steven L. Ladany

     2023        49,470        9,900                             59,370  
     2022        45,750        7,625                             53,375  
     2021        24,750        7,250                             32,000  

 

(1)

This column reports the Company’s matching contributions under the Company’s Deferred Compensation Plan.

 

(2)

This column reports the Company’s contributions to the NEOs’ 401(k) savings accounts.

 

(3)

The amount allocated for personal use of a company vehicle is calculated based upon the lease value of the vehicle and an estimate of personal usage provided by the executive.

 

(4)

The amount allocated for personal aircraft usage is calculated based on the incremental cost to the Company for fuel, landing fees and other variable costs of operating the aircraft. Since the Company’s aircrafts are used for business travel, the Company does not include fixed costs that do not change based on usage, such as pilots’ salaries, depreciation of the purchase cost of the aircraft and the cost of long-term maintenance.

 

(5)

This column reports the Company’s payment of country club memberships for Mr. Carlino.

 

 

Gaming and Leisure Properties, Inc.

  

2024 Proxy Statement | 43


Table of Contents
 
Proxy
Summary
 
Corporate
Responsibility
 
Board of
Directors
 
Executive
Compensation
 
Audit Committee
Matters
 
Voting
Proposals
 
Other
Matters
      LOGO      
 
Pay vs Performance Table
The following table sets forth information concerning the compensation earned during the fiscal years ended December 31, 2023, 2022, 2021 and 2020 by the Company’s NEOs:
 
Year
 
Summary
Compensation
Total for
CEO
(1)(2)
 
Compensation
Actually Paid
to CEO
(3)
 
Average
SCT Total
for Non-CEO

NEOs
(1)(2)
 
Average
Compensation
Actually Paid
to
Non-CEO

NEOs
(3)
 
Value of Initial Fixed
$100 Investment
based on:
 
Net
Income
 
AFFO per 
Diluted 
Share
(5)
 
TSR
(4)
 
Peer Group
TSR
(4)
2023
      15,947,667       14,771,611       4,475,135