DEF 14A of Gaming & Leisure Properties, Inc., Apr 29, 2024

DEF 14A of Gaming & Leisure Properties, Inc.

Filed Apr 29, 2024 · FY20230001193125-24-120675

Open on EDGAR

  1. PROPOSAL 1 – ELECTION OF DIRECTORS

    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.

  2. PROPOSAL 1 – ELECTION OF DIRECTORS

    | 12 | 2024 Proxy Statement | Gaming and Leisure Properties, Inc. |

  3. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Proxy Summary | Corporate Responsibility | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | | |

  4. PROPOSAL 1 – ELECTION OF DIRECTORS

    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:

  5. PROPOSAL 1 – ELECTION OF DIRECTORS

    | | Peter M. Carlino Age: 77 Director Since: 2013 Other Current Public Boards: PENN Entertainment, Inc. (Emeritus) | | 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. | |

  6. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Gaming and Leisure Properties, Inc. | 2024 Proxy Statement | 13 |

  7. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Proxy Summary | Corporate Responsibility | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | | |

  8. PROPOSAL 1 – ELECTION OF DIRECTORS

    | | Carol “Lili” Lynton Age: 62 Director Since: 2019 Other Current Public Boards: El Pollo Loco Holdings, Inc.; CIM RACR (Trustee) | | 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. | | | |

  9. PROPOSAL 1 – ELECTION OF DIRECTORS

    | 14 | 2024 Proxy Statement | Gaming and Leisure Properties, Inc. |

  10. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Proxy Summary | Corporate Responsibility | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | | |

  11. PROPOSAL 1 – ELECTION OF DIRECTORS

    | | James B. Perry Age: 74 Director Since: 2017 | | 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. | |

  12. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Gaming and Leisure Properties, Inc. | 2024 Proxy Statement | 15 |

  13. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Proxy Summary | Corporate Responsibility | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | | |

  14. PROPOSAL 1 – ELECTION OF DIRECTORS

    | | Earl C. Shanks Age: 67 Director Since: 2017 Other Current Public Boards: Cognyte Software Ltd. | | 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. | |

  15. PROPOSAL 1 – ELECTION OF DIRECTORS

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

  16. PROPOSAL 1 – ELECTION OF DIRECTORS

    | 16 | 2024 Proxy Statement | Gaming and Leisure Properties, Inc. |

  17. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Proxy Summary | Corporate Responsibility | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | | |

  18. PROPOSAL 1 – ELECTION OF DIRECTORS

    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:

  19. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | 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 |

  20. PROPOSAL 1 – ELECTION OF DIRECTORS

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

  21. PROPOSAL 1 – ELECTION OF DIRECTORS

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

  22. PROPOSAL 1 – ELECTION OF DIRECTORS

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

  23. PROPOSAL 1 – ELECTION OF DIRECTORS

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

  24. PROPOSAL 1 – ELECTION OF DIRECTORS

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

  25. PROPOSAL 1 – ELECTION OF DIRECTORS

    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.

  26. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Gaming and Leisure Properties, Inc. | 2024 Proxy Statement | 17 |

  27. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Proxy Summary | Corporate Responsibility | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | | |

  28. PROPOSAL 1 – ELECTION OF DIRECTORS

    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

  29. PROPOSAL 1 – ELECTION OF DIRECTORS

    | 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 |

  30. PROPOSAL 1 – ELECTION OF DIRECTORS

    | (1) Ms. Epps passed away on September 19, 2023. |

  31. PROPOSAL 1 – ELECTION OF DIRECTORS

    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

  32. PROPOSAL 1 – ELECTION OF DIRECTORS

    | 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) | ● | | |

  33. PROPOSAL 1 – ELECTION OF DIRECTORS

    | (1) Ms. Chase was appointed to the Board of Directors and the Nominating and Corporate Governance Committee effective April 22, 2024. |

  34. PROPOSAL 1 – ELECTION OF DIRECTORS

    | (2) Mr. Urdang served on the Nominating and Corporate Governance Committee until Ms. Chase’s appointment. |

  35. PROPOSAL 1 – ELECTION OF DIRECTORS

    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:

  36. PROPOSAL 1 – ELECTION OF DIRECTORS

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

  37. PROPOSAL 1 – ELECTION OF DIRECTORS

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

  38. PROPOSAL 1 – ELECTION OF DIRECTORS

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

  39. PROPOSAL 1 – ELECTION OF DIRECTORS

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

  40. PROPOSAL 1 – ELECTION OF DIRECTORS

    | 18 | 2024 Proxy Statement | Gaming and Leisure Properties, Inc. |

  41. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Proxy Summary | Corporate Responsibility | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | | |

  42. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | 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 |

  43. PROPOSAL 1 – ELECTION OF DIRECTORS

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

  44. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | 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 |

  45. PROPOSAL 1 – ELECTION OF DIRECTORS

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

  46. PROPOSAL 1 – ELECTION OF DIRECTORS

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

  47. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | 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 |

  48. PROPOSAL 1 – ELECTION OF DIRECTORS

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

  49. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | to oversee the Company’s compliance program |

  50. PROPOSAL 1 – ELECTION OF DIRECTORS

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

  51. PROPOSAL 1 – ELECTION OF DIRECTORS

    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:

  52. PROPOSAL 1 – ELECTION OF DIRECTORS

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

  53. PROPOSAL 1 – ELECTION OF DIRECTORS

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

  54. PROPOSAL 1 – ELECTION OF DIRECTORS

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

  55. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | 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 |

  56. PROPOSAL 1 – ELECTION OF DIRECTORS

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

  57. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | to oversee shareholder engagement with respect to executive compensation matters |

  58. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | to recommend the compensation of directors |

  59. PROPOSAL 1 – ELECTION OF DIRECTORS

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

  60. PROPOSAL 1 – ELECTION OF DIRECTORS

    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.

  61. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Gaming and Leisure Properties, Inc. | 2024 Proxy Statement | 19 |

  62. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Proxy Summary | Corporate Responsibility | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | | |

  63. PROPOSAL 1 – ELECTION OF DIRECTORS

    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:

  64. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | 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 |

  65. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | 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 |

  66. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | 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 |

  67. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | 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 |

  68. PROPOSAL 1 – ELECTION OF DIRECTORS

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

  69. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | review and assess succession planning |

  70. PROPOSAL 1 – ELECTION OF DIRECTORS

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

  71. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | recommend members for each committee of the Board of Directors |

  72. PROPOSAL 1 – ELECTION 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 |

  73. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | oversee the Company’s Corporate Governance policies |

  74. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | evaluate and make recommendations to the Board regarding shareholder proposals |

  75. PROPOSAL 1 – ELECTION OF DIRECTORS

    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:

  76. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | 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 |

  77. PROPOSAL 1 – ELECTION OF DIRECTORS

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

  78. PROPOSAL 1 – ELECTION OF DIRECTORS

    | 20 | 2024 Proxy Statement | Gaming and Leisure Properties, Inc. |

  79. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Proxy Summary | Corporate Responsibility | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | | |

  80. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | 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 |

  81. PROPOSAL 1 – ELECTION OF DIRECTORS

    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.

  82. PROPOSAL 1 – ELECTION OF DIRECTORS

    | | 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 |

  83. PROPOSAL 1 – ELECTION OF DIRECTORS

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

  84. PROPOSAL 1 – ELECTION OF DIRECTORS

    | | 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 |

  85. PROPOSAL 1 – ELECTION OF DIRECTORS

    | (1) There are no unvested stock awards outstanding as of December 31, 2023. |

  86. PROPOSAL 1 – ELECTION OF DIRECTORS

    | (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. |

  87. PROPOSAL 1 – ELECTION OF DIRECTORS

    | (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. |

  88. PROPOSAL 1 – ELECTION OF DIRECTORS

    | (4) The cash fee disclosed above has been prorated based on service at the time of her passing. |

  89. PROPOSAL 1 – ELECTION OF DIRECTORS

    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.

  90. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Gaming and Leisure Properties, Inc. | 2024 Proxy Statement | 21 |

  91. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Proxy Summary | Corporate Responsibility | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | | |

  92. PROPOSAL 1 – ELECTION OF DIRECTORS

    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):

  93. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | 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 |

  94. PROPOSAL 1 – ELECTION OF DIRECTORS

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

  95. PROPOSAL 1 – ELECTION OF DIRECTORS

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

  96. PROPOSAL 1 – ELECTION OF DIRECTORS

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

  97. PROPOSAL 1 – ELECTION OF 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 |

  98. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | 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 |

  99. PROPOSAL 1 – ELECTION OF DIRECTORS

    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.

  100. PROPOSAL 1 – ELECTION OF DIRECTORS

    | 22 | 2024 Proxy Statement | Gaming and Leisure Properties, Inc. |

  101. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Proxy Summary | Corporate Responsibility | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | | |

  102. PROPOSAL 1 – ELECTION OF DIRECTORS

    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:

  103. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | 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 |

  104. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | 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 |

  105. PROPOSAL 1 – ELECTION OF DIRECTORS

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

  106. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | 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 |

  107. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | 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) |

  108. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | 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 |

  109. PROPOSAL 1 – ELECTION OF DIRECTORS

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

  110. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | 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 |

  111. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Gaming and Leisure Properties, Inc. | 2024 Proxy Statement | 23 |

  112. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Proxy Summary | Corporate Responsibility | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | | |

  113. PROPOSAL 1 – ELECTION OF DIRECTORS

    | 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) |

  114. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | 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 |

  115. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | 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 |

  116. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | 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 |

  117. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | 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 |

  118. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | 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 |

  119. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | 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 |

  120. PROPOSAL 1 – ELECTION OF DIRECTORS

    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

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    | 24 | 2024 Proxy Statement | Gaming and Leisure Properties, Inc. |

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    | Proxy Summary | Corporate Responsibility | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | | |

  123. PROPOSAL 1 – ELECTION OF DIRECTORS

    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:

  124. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | 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 |

  125. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | 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 |

  126. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | 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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    | Gaming and Leisure Properties, Inc. | 2024 Proxy Statement | 25 |

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    | Proxy Summary | Corporate Responsibility | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | | |

  129. PROPOSAL 1 – ELECTION OF DIRECTORS

    | 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 |

  130. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | 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 |

  131. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | 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 |

  132. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | 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 |

  133. PROPOSAL 1 – ELECTION OF DIRECTORS

    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

  134. PROPOSAL 1 – ELECTION OF DIRECTORS

    | 26 | 2024 Proxy Statement | Gaming and Leisure Properties, Inc. |

  135. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Proxy Summary | Corporate Responsibility | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | | |

  136. PROPOSAL 1 – ELECTION OF DIRECTORS

    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.

  137. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Gaming and Leisure Properties, Inc. | 2024 Proxy Statement | 27 |

  138. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Proxy Summary | Corporate Responsibility | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | | |

  139. Compensation Discussion and Analysis

    | 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 |

  140. Compensation Discussion and Analysis

    | 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) |

  141. Compensation Discussion and Analysis

    | — | 90% of cash bonus tied to pre-established goals |

  142. Compensation Discussion and Analysis

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

  143. Compensation Discussion and Analysis

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

  144. Compensation Discussion and Analysis

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

  145. Compensation Discussion and Analysis

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

  146. Compensation Discussion and Analysis

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

  147. Compensation Discussion and Analysis

    | — | 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 |

  148. Compensation Discussion and Analysis

    | (1) Service-Based Equity Award(s) includes the value of the long-term fixed equity awards subject to continued employment. |

  149. Compensation Discussion and Analysis

    | (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. |

  150. Compensation Discussion and Analysis

    | ● | 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. |

  151. Compensation Discussion and Analysis

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

  152. Compensation Discussion and Analysis

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

  153. Compensation Discussion and Analysis

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

  154. Compensation Discussion and Analysis

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

  155. Compensation Discussion and Analysis

    | ● | the performance of previous performance-based equity incentive awards |

  156. Compensation Discussion and Analysis

    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:

  157. Compensation Discussion and Analysis

    | 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 |

  158. Compensation Discussion and Analysis

    | (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. |

  159. Compensation Discussion and Analysis

    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:

  160. Compensation Discussion and Analysis

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

  161. Compensation Discussion and Analysis

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

  162. Compensation Discussion and Analysis

    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):

  163. Compensation Discussion and Analysis

    | 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 |

  164. Compensation Discussion and Analysis

    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.

  165. Compensation Discussion and Analysis

    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:

  166. Compensation Discussion and Analysis

    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.

  167. Compensation Discussion and Analysis

    | 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 |

  168. Compensation Discussion and Analysis

    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.

  169. Compensation Discussion and Analysis

    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.

  170. Compensation Discussion and Analysis

    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.

  171. Compensation Discussion and Analysis

    | 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% |

  172. Compensation Discussion and Analysis

    | 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 |

  173. Compensation Discussion and Analysis

    | 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 |

  174. Compensation Discussion and Analysis

    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:

  175. Compensation Discussion and Analysis

    | (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. |

  176. Compensation Committee

    | 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 |

  177. Compensation Committee

    | 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 | 4,070,334 | 147.56 | 113.54 | 734.3 | 3.69 | | 2022 | 14,989,182 | 28,441,757 | 3,940,203 | 7,443,508 | 146.17 | 99.82 | 684.7 | 3.55 | | 2021 | 13,407,438 | 20,650,901 | 3,395,082 | 5,189,844 | 128.80 | 132.23 | 534.0 | 3.44 | | 2020 | 11,665,763 | 16,277,705 | 3,567,439 | 3,519,908 | 105.44 | 92.43 | 505.7 | 3.45 |

  178. Compensation Committee

    | (3) In accordance with SEC rules, the Compensation actually paid (“CAP”) reflected in this column is computed by replacing the amounts in the “Time Based Stock Awards” and “Performance Based Stock Awards” column of the SCT for each year from the “SCT Total” column of this table with the following amounts: (i) the fair value as of the last day of the reporting year of unvested equity awards (or portions thereof) that were granted during such year, (ii) as of the last day of the reporting year, the change in fair value of unvested equity awards granted in prior years that remain unvested as of the last day of such year compared to the last day of the previous reporting year, (iii) as of the applicable vesting date, the change in fair value of equity awards that vested during the reporting year compared to the last day of the previous reporting year (iv) as of the applicable vesting date the fair value of stock awards that were granted and vested during the reporting year and (v) the value of dividends paid in cash on performance based stock awards that vested during the reporting year. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our CEO or other NEOs during the applicable year. In accordance with Item 402(v) of Regulation S-K, CAP for our CEO and Average CAP for our other NEOs for the year ended December 31, 2023 was computed as follows: |

  179. Compensation Committee

    | | Peter M. Carlino | Median Employee | | Total compensation | $15,947,667 | $330,151 | | Pay Ratio | | 48.3 |