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1.	To elect Joseph W. Marshall, III, E. Scott Urdang, Earl C. Shanks and James B. Perry as directors to hold office until the 2018 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 approve, on a non-binding advisory basis, the frequency of future advisory votes to approve executive compensation.

5.	To consider a shareholder proposal regarding majority voting in uncontested director elections, if properly presented at the meeting.

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

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

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(1)	Base salary for the Company's Gaming Peers is for 2015 based on public disclosures in 2016 and the Company's CEO base salary is for 2016.

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•	a proposal to elect four (4) directors to hold office until the 2018 Annual Meeting of Shareholders and until their respective successor has been duly elected and qualified (Proposal No. 1);

•	a proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the current fiscal year (Proposal No. 2);

•	a proposal to approve, on a non-binding advisory basis, the Company's executive compensation (Proposal No. 3);

•	a proposal to approve, on a non-binding advisory basis, the frequency of future advisory votes to approve executive compensation (Proposal No. 4);

•	a proposal to consider a shareholder proposal regarding majority voting in uncontested director elections, if properly presented at the meeting (Proposal No. 5); and

•	any other business that may properly come before the Annual Meeting or any adjournments or postponements thereof.

•	FOR the nominees as directors for the Board of Directors (Proposal No. 1).

•	FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the current fiscal year (Proposal No. 2).

•	FOR the approval, on a non-binding advisory basis, of our executive compensation (Proposal No. 3).

•	A frequency of ONE YEAR for future non-binding advisory votes to approve executive compensation (Proposal No. 4).

•	AGAINST a shareholder proposal regarding majority voting in uncontested director elections, if properly presented at the meeting (Proposal No. 5).

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•	If you received a Notice of Internet Availability by mail, you can submit your proxy or voting instructions over the Internet by following the instructions provided in the Notice of Internet Availability.

•	If you received a Notice of Internet Availability or proxy materials by email, you may submit your proxy or voting instructions over the Internet by following the instructions included in the email.

•	If you received a printed set of the proxy materials by mail, including a paper copy of the proxy card or voting instruction form, you may submit your proxy or voting instructions over the Internet by following the instructions on the proxy card or voting instruction form.

•	If you are a shareholder of record, you can submit your proxy by calling the telephone number specified on the paper copy of the proxy card you received if you received a printed set of the proxy materials. You must have the control number that appears on your proxy card available when submitting your proxy over the telephone.

•	Most shareholders who hold their shares in street name may submit voting instructions by calling the number specified on the paper copy of the voting instruction form provided by their bank, broker, or other intermediary. Those shareholders should check the voting instruction form for telephone voting availability.

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

•	timely delivery of a valid, later-dated proxy (only the last proxy submitted by a shareholder by Internet, telephone or mail will be counted); or

•	attending the Annual Meeting and voting in person; however, attendance at the Annual Meeting will not by itself constitute a revocation of a proxy.

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

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

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

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

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

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

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

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

•	to oversee the Company's compliance program.

•	to determine, or recommend for determination by our Board of Directors, the compensation of our Chief Executive Officer and other executive officers;

•	to establish, review and consider employee compensation policies and procedures;

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•	to review and approve, or recommend to our Board of Directors for approval, any employment contracts or similar arrangement between the Company and any executive officer of the Company;

•	to review and discuss with management the Company's compensation policies and practices and management's assessment of whether any risks arising from such policies and practices are reasonably likely to have a material adverse effect on the Company;

•	to review, monitor, and make recommendations concerning incentive compensation plans, including the use of stock options and other equity-based plans;

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

•	to make recommendations to the Board of Directors regarding corporate governance matters and practices;

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

•	to recommend the compensation of directors.

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(1)	Cash fees include annual director's retainer and, where applicable, committee fees.

(2)	The amounts listed above are calculated based on the closing price on the day prior to grant date. In 2016, each non-employee director was granted an award of 5,396 shares of restricted stock, which for financial reporting purposes are deemed to have a grant date fair value of $150,009.

(3)	Equity outstanding includes restricted stock awards and phantom stock units outstanding as of December 31, 2016.

(4)	Mr. Edens resigned effective October 15, 2016, at which time all outstanding awards were forfeited.

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

•

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

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

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

•

a completed and signed questionnaire, multi-jurisdictional personal disclosure form, representations, agreement and consent to provide additional information and to submit to a background check prepared with respect to and signed by such shareholder and beneficial owner, and such additional information, 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.

•

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

•

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

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

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

•

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

•

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

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•	Increasing its portfolio from 21 properties to 36 properties.

•	Increasing its annual rental revenue and income from direct financing lease, as reported, from $427.1 million in 2015 to $684.2 million in 2016. As previously reported by the Company, annual rental revenue is expected to be approximately $829.9 million in 2017 with the full impact of the acquisitions.

•	Increasing its quarterly dividend distributions from $0.545 per share in the fourth quarter of 2015 to $0.60 per share in the fourth quarter of 2016.

•

Increasing its AFFO from $321.8 million in 2015 to $542.1 in 2016. As previously reported by the Company, AFFO is expected to be approximately $668.0 million in 2017 with the full impact of the acquisitions. (Additional information on AFFO, a non-GAAP financial measure, is disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2016, a copy of which is included in the Annual Report to Shareholders made available to shareholders in connection with this Proxy Statement.)

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

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(1)	Base salary for the Company's Gaming Peers is for 2015 based on public disclosures in 2016 and the Company's CEO base salary is for 2016.

•	Performance-based restricted stock awards tied to the Company's performance measured against the broad US MSCI REIT index generally and, beginning with awards granted in 2017, triple-net REITs specifically; and

•	A cash bonus program primarily tied to the stability and growth of AFFO, dividends and acquisition goals.

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•	Spring 2016 - In connection with the distribution of the proxy materials, we reached out to our top 20 shareholders to discuss questions and concerns related to specific proposals presented in the Company's proxy materials.

•

Fall 2016 - We broadened our outreach efforts to include not only the top 20 shareholders, but also significant shareholders that either withheld votes or voted against the recommendations of the Board. The Board felt strongly that it was important to understand the reasons why shareholders choose not to support certain of the Board's recommendations and to discuss the Company's governance structure and initiatives that shareholders would like the Board to consider in the upcoming year.

•	Altered the measurement group for determination of performance-based restricted stock awards to include triple net lease REITs.

•

Elected to present shareholders at this Annual Meeting a proposal on the frequency of our say-on-pay advisory vote to recommend a say-on-pay vote every year instead of the current frequency of every three years. We were not required to present a vote on the frequency of the say-on-pay vote until 2020 but understand that many shareholders view an annual say-on-pay advisory vote as an important opportunity to express concerns with our compensation program. See Proposal No. 4 in this Proxy Statement for further information.

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

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

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

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

•	compensation largely based on multiple performance metrics, including dividend yield, adjusted funds from operations, relative total shareholder return and acquisition activity;

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

•	established maximum bonus opportunities.

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

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

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

•	the ability to enter into 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 performance of the Company's properties in Perryville and Baton Rouge;

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

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

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

•	the performance of previous compensation awards.

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

•	gaming companies with whom the Company competes for talent; and

•	triple-net REITs with revenues primarily derived from triple-net leases.

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•	40% based on the Company's achievement of established AFFO per share targets;

•	20% based on the Company's achievement of established dividend targets;

•	30% based on the achievement of established additional AFFO targets resulting from acquisitions; and

•	10% discretionary based on the qualitative factors indicated above.

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•	base salaries were competitive with gaming industry peers, the companies with whom the Company competes for talent and assets;

•	under the performance-based cash bonus program, named executive officers were rewarded in 2016 for their ability to grow the Company's dividend and AFFO but did not receive maximum value due to the lack of new acquisitions under agreement; and

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•	at the end of 2016, the first three-year performance-based restricted share award matured without value as a result of the Company's stock performance ranking among the US MSCI REIT Index.

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•	40% based on the Company's achievement of established AFFO per share targets;

•	20% based on the Company's achievement of established dividend targets;

•	30% based on the achievement of established additional AFFO targets resulting from acquisitions; and

•	10% discretionary based on the qualitative factors indicated above.

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(1)	Amounts are based on W2 reported earnings, which reflects timing of wages paid.

(2)

The amounts reflect the full grant date fair value calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, "Compensation - Stock Compensation" ("ASC 718"). The assumptions used in calculating these amounts are described in footnote 3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. Included in stock awards for the years 2016, 2015 and 2014 are restricted stock and performance-based restricted stock awards granted on January 4, 2016, January 2, 2015 and April 25, 2014, respectively, relating to the Company's long-term fixed equity award grant and long-term performance-based equity award grant, respectively. For more information on the Company’s long-term fixed equity awards and long-term performance-based equity awards, see the Overview of 2016 Compensation section of the Compensation Discussion and Analysis included in this Proxy Statement.

(3)	The amounts in 2016, 2015 and 2014 reflect annual performance cash awards earned for each period. For more information on the Company's annual performance cash awards, see the Compensation Discussion and Analysis included in this Proxy Statement.

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

(5)	Ms. Burke joined the Company on April 30, 2014.

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(1)	This column reports the Company's matching contributions under the Company's Deferred Compensation Plan.

(2)	This column reports the Company's contributions to the Named Executive Officers' 401(k) savings accounts.

(3)

In connection with the Spin-Off transaction, this column reports dividends paid to the Named Executive Officers on vested stock options converted from PENN stock options as of the time of the Spin-Off and the incremental fair value charge taken in 2014 and 2015 by the Company relating to dividends accrued on unvested stock options as of the time of Spin-Off, which was not factored into the grant date value of the awards at the time they were granted. The final dividend payment was made on September 23, 2016.

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

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

(6)

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

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(1)

Awards represent performance-based restricted stock with cliff vesting at the end of the performance period beginning on January 4, 2016 and ending on December 31, 2018. The amount of restricted shares vested at the end of the performance period can range from zero to a maximum of 200% of target, depending on the level of achievement of the performance goals measured against the return of the companies included in the MSCI US REIT Index over the measurement period. In the event of a change in control, awards vest immediately at target level or, if greater, the actual level of achievement as of the date of the change of control, annualized for the entire performance period. For more information on the Company's performance-based equity awards, see the Overview of 2016 Compensation section of the Compensation Discussion and Analysis included in this Proxy Statement.

(2)	Awards represent restricted stock awards granted to the Named Executive Officers as part of their annual compensation. All grants have vesting over three years, 33.33% on the first anniversary of the date of grant and 33.33% on each succeeding anniversary. In the event of a change in control, awards vest immediately.

(3)

Represents the full grant date fair value of awards under ASC 718. Generally, the full grant date fair value is the amount the Company would expense in its financial statements over the award's vesting period. The Company utilized a third party valuation firm to measure the fair value of the performance-based restricted stock awards at grant date using the Monte Carlo model. Additional information regarding the calculation of the grant date fair value is included in footnote 3 to the Company's audited financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2016.

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(1)	All options are fully vested and exercisable.

(2)

Represents restricted stock awards. The forfeiture provisions on the restricted stock awards granted on March 18, 2013 and June 12, 2013, lapse 25% on each of the first, second, third and fourth anniversary of the date of grant. The forfeiture provisions on the restricted stock awards granted March 11, 2014, April 25, 2014, January 2, 2015, and January 4, 2016 lapse 33.33% on each of the first, second, and third anniversary of the date of grant. In the event of a change in control, the forfeiture restrictions on restricted stock lapse immediately.

(3)	Represents phantom stock unit awards. Awards granted January 29, 2013, are scheduled to vest over four years, 25% on the first anniversary of the date of grant and 25% on each succeeding anniversary. In the event of a change in control, the forfeiture restrictions on restricted stock lapse immediately.

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(4)	Calculated based on the closing price of the Company's common stock on December 30, 2016 ($13.79 for PENN and $30.62 for GLPI), which was the last trading day of 2016.

(5)

Represents target achievement of the performance-based restricted stock awards. The amount of restricted stock to actually vest at the end of the performance period can range from zero to the maximum as described in the long-term performance-based equity awards section of the Overview of 2016 Compensation section of the Compensation Discussion and Analysis included in this Proxy Statement. The forfeiture provisions on the performance-based restricted stock awards granted January 2, 2015 and January 4, 2016, lapse at the end of the measurement period, December 31, 2017 and 2018, respectively. In the event of a change in control, awards vest immediately at target level or, if greater, the actual level of achievement as of the date of the change of control, annualized for the entire performance period.

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(1)	Value realized reflects the difference between the per-share closing price of the Company's common stock on the date of exercise and the option's exercise price for options and the closing price of the Company's common stock on the day prior to vesting for awards, not the grant date fair value disclosed elsewhere in this Proxy Statement.

(2)	As part of the Spin-Off, Mr. Carlino exchanged stock awards to acquire Penn common stock for awards to acquire GLPI common stock; therefore there are no Penn stock award vestings reported for Mr. Carlino.

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(1)	Basis for cash severance benefit is 2016 salary.

(2)	Restricted stock and phantom stock unit award values were computed based on the closing stock price of the Company's common stock on December 30, 2016, ($30.62 for the Company and $13.79 for PENN), which was the last trading day of 2016. Restrictions on awards will immediately lapse in the event of termination as a result of death, disability or change in control.

(3)

Performance-based restricted stock values, in the event of termination as a result of death or disability, were computed based on the Company's total shareholder return as compared to the MSCI US REIT Index achieved as of December 31, 2016, which was 50% for awards granted January 2, 2015 and January 4, 2016. Performance-based restricted stock values, in the event of change of control, were computed based on the Company's total shareholder return as compared to the MSCI US REIT Index achieved as of December 31, 2016, which was 50% for awards granted January 2, 2015 and January 4, 2016, as performance shall be deemed to have been achieved at target level or, if greater, the actual level of achievement as of the date of the change of control, annualized for the entire performance period. All performance-based restricted stock values were computed based on the Company's common stock price of $30.62 on December 30, 2016, which was the last trading day of 2016, plus applicable dividends.

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(1)	For each Named Executive Officer, the executive's contribution is included in the Named Executive Officer's salary and/or non-equity executive compensation for 2016, as reported in the Summary Compensation Table.

(2)	For each Named Executive Officer, the Company's contribution is included in the Named Executive Officer's other compensation for 2016, as reported in the Summary Compensation Table.

(3)	Amounts reflect the change in account value during 2016. No amounts are reported in the Summary Compensation Table because earnings were not above market or preferential.

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•	each person, or group of persons, who beneficially owns more than 5% of our capital stock;

•	each executive officer named in the summary compensation table;

•	each of our directors; and

•	all directors and executive officers as a group.

*	Less than 1%

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(1)

The number of shares in the table includes: (a) 7,093,010 shares owned by the Carlino Family Trust and the Residuary Trust, each described in footnote 2 below, as to which Peter M. Carlino has sole voting power for the election directors and certain other matters and shared investment power and shared voting power with respect to certain matters; (b) 3,996,141 shares jointly-owned with his wife Marshia W. Carlino; and (c) 164,878 shares of restricted stock under which Mr. Carlino has voting rights but his disposition rights are currently restricted.

(2)

6,656,309 shares of our common stock are owned by an irrevocable trust, which we refer to as the Carlino Family Trust, among Peter D. Carlino (who passed away in November 2013), his eight children and the former spouse of one of his children, as settlors, and certain trustees, as to which Peter M. Carlino has sole voting power for the election of directors and certain other matters. 436,701 shares are owned by a residuary trust (the "Residuary Trust") for the benefit of Peter D. Carlino and his children. Peter M. Carlino, David E. Carlino, Richard J. Carlino and Harold Cramer have shared investment power and shared voting power with respect to certain matters for the Carlino Family Trust and for the Residuary Trust. The Carlino Family Trust has pledged an aggregate of 1,195,741 shares as security for loans to the trust and for the benefit of trust beneficiaries.

(3)	Includes 12,392 shares of restricted stock under which each of Messrs Handler, Urdang and Marshall has voting rights but his disposition rights are currently restricted.

(4)	Includes 78,440 shares of restricted stock under which Mr. Clifford has voting rights but his disposition rights are currently restricted.

(5)	Includes 46,672 shares of restricted stock under which Mr. Snyder has voting rights but his disposition rights are currently restricted. Mr. Snyder has pledged an aggregate of 280,436 shares as security for loans.

(6)	Includes 33,550 shares of restricted stock under which Ms. Burke has voting rights but her disposition rights are currently restricted.

(7)	Includes 30,127 shares of restricted stock under which Mr. Moore has voting rights but his disposition rights are currently restricted.

(8)

According to its Schedule 13G/A filed with the SEC on February 13, 2017, consists of shares beneficially owned as of December 31, 2016 by The Vanguard Group Inc. or its subsidiaries, Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd. The address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. Vanguard Specialized Funds - Vanguard REIT Index Fund reported on a Schedule 13G/A filed on February 13, 2017, that it has the sole power to vote 14,288,615 shares of the our common stock beneficially held by The Vanguard Group, Inc. Vanguard Specialized Funds - Vanguard REIT Index Fund is an investment firm located at 100 Vanguard Blvd., Malvern, PA 19355.

(9)	According to its Schedule 13G/A filed with the SEC on February 14, 2017, consists of shares beneficially owned as of December 31, 2016 by Baron Capital Group, Inc. or its affiliates, BAMCO, Inc., Baron Capital Management, Inc. and Ronald Baron. The address of Baron Capital Group, Inc. is 767 Fifth Avenue, 49th Floor, New York, NY 10153.

(10)	According to its Schedule 13G filed with the SEC on January 30, 2017, consists of shares beneficially owned as of December 31, 2016 by BlackRock, Inc. and its affiliates. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.

(11)	According to its Schedule 13G/A filed with the SEC on February 13, 2017, consists of shares beneficially owned as of December 30, 2016 by Capital Research Global Investors, a division of Capital Research and Management Company. The address of Capital Research Global Investors is 333 South Hope Street, Los Angeles, CA 90071.

(12)	According to its Schedule 13G filed with the SEC on February 14, 2017, consists of shares beneficially owned as of December 31, 2016 by FMR LLC or its affiliates, FIAM LLC, Fidelity Institutional Asset Management Trust Company, FMR Co., Inc. and Strategic Advisers, Inc. The address of FMR LLC is 245 Summer Street, Boston, MA 02210.

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(1)	Audit fees include fees associated with the annual audit, reviews of the Company's quarterly reports on Form 10-Q, annual audits required by law for certain jurisdictions, comfort letters, consents and other audit and attestation services related to statutory or regulatory filings.

(2)

Audit fees for the predecessor auditor in 2016 primarily related to the review of the accounting and debt and equity offering filings related to the Pinnacle acquisition. Audit fees for 2015 also include the audit of the Company's internal controls over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002 and additional services performed for Form S-4 filings. See Changes in Registrant's Certifying Accountant for additional information.

(3)	The fees disclosed under this category consist of fees for an employee benefit plan audit completed by our predecessor auditor.

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•	Proposal 5 is the latest in a long line of attempts by the Union to exert pressure on the Company under the guise of enhancing shareholder value when, in fact, the Union expended a considerable amount of time and resources in 2015 and 2016 engaging in tactics that, if successful, would have been destructive to shareholder value;

•	The current plurality vote standard avoids uncertainty, risks to our director election process and corporate governance complications arising from a “failed election”;

•	The current plurality vote standard allows us to attract a larger pool of qualified candidates willing to serve as directors of a company within our heavily regulated industry; and

•	Our Compensation and Governance Committee extensively evaluates board candidates and shareholders have existing avenues of expressing dissatisfaction with directors.

•

On March 19, 2015, the Union filed Proxy Soliciting Materials in connection with Pinnacle’s 2015 Annual Meeting of Stockholders in an effort to persuade Pinnacle’s stockholders to require certain corporate governance provisions in the proposed spin-off of Pinnacle’s assets into a REIT. As support, the Union cited a significant decline in the Company’s stock from December 2013 to January 2015 that conveniently ignored the $11.84 per share special dividend paid in the first quarter of 2014 thereby significantly overstating a decline in the Company’s stock price.

•	On March 23, 2015, the Union sent a letter to the Chairman of the Missouri Gaming Commission urging the Commission to withhold approval of the value enhancing strategic transaction between the Company and Pinnacle. The letter, signed by Kevin McNatt, President Local 74, was littered with factual misrepresentations and inaccurate conclusions of law.

•

On April 16, 2015, the Union filed a Proxy Statement - Contested Solicitations in connection with Pinnacle’s 2015 Annual Meeting of Stockholders seeking to move forward certain corporate governance initiatives in the event Pinnacle formed a REIT. The Union Proxy Statement incorporated the same misleading statements regarding the performance of the Company’s stock price following its spin-off from Penn that were contained in the March 19, 2015 Proxy Soliciting Materials.

•	On August 28, 2015, the law firm of Davis, Cowell & Bowe, LLP sent a letter to The Honorable Edith Ramirez, Chairwoman of the Federal Trade Commission, on behalf of the Union, requesting a review of the anticompetitive effects of the proposed transaction. The letter contained several factual inaccuracies and

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•	In September 2015, the Union distributed form postcards to its members addressed to Deborah L. Feinstein, Director, Bureau of Competition, of the Federal Trade Commission, asking that the cards be completed and returned to Ms. Feinstein. The cards contained false and misleading information about alleged anticompetitive effects of the transaction.

•

On November 12, 2015, the Company and Pinnacle each made a public presentation at a meeting of the Indiana Gaming Commission regarding the proposed transaction. Union representative Noah Carson-Nelson was in attendance and made a public presentation encouraging the Indiana Gaming Commission to deny the requested approvals. Consistent with previous Union communications, the presentation contained assumptions and representations that we believe were materially false and misleading.

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In February 2016, the Union released two reports entitled A House Divided: Dividends to REIT Shareholders vs Casino Reinvestment and GLPI: Outlier in the REIT Industry and distributed both reports to various gaming regulatory commissions and boards considering the transaction. These reports contained materially false and misleading information that we believe was designed to mislead regulatory agencies to deny the transaction.

•	On February 24, 2016, the Union appeared in front of the Indiana Gaming Commission once again in an attempt to convince the Commission to deny the requested transaction approvals. Despite these efforts, the Commission issued an order approving the transaction.

•	On February 29, 2016, the Union filed a Petition for Administrative Review challenging the Indiana Gaming Commission’s order approving the transaction. The Commission denied the Petition.

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On March 23, 2016, the Union made a public presentation to the Missouri Gaming Commission urging it to deny the Company’s request for approval of the transaction. Through questioning from certain commissioners, the Union admitted that it did not represent a single member in the State of Missouri at a facility implicated by the transaction. Further, commissioners openly challenged the accuracy of several assertions made by Union representatives at the meeting.

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On April 4, 2016, the Union filed a Request for Reconsideration of Denial of Petition for Administrative Review challenging the Indiana Gaming Commission’s denial of its Petition for Administrative Review. On April 8, 2016, the Union submitted a document entitled “Renewed Petition for Stay of Effectiveness of Order” requesting an administrative law judge set a hearing to consider a stay of the Commission’s Order approving the transaction. The petition was denied.

•	On April 25, 2016, the Union filed petitions in Lake County Superior Court, in Lake County, Indiana, seeking a review the Indiana Gaming Commission’s order approving the transaction, a stay or, in the alternative, a preliminary injunction.

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On April 27, 2016, the day before the Company’s acquisition of Pinnacle’s real property assets was scheduled to close, a hearing was held in the Lake County Superior Court, Civil Division to consider the Union’s petition for a stay or preliminary injunction to stop the closing of the transaction. The Company and Pinnacle intervened, and after hearing the arguments on the merits, the Judge declined the Union’s petition and the case was ultimately dismissed with prejudice.

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