Gaming & Leisure Properties, Inc DEF 14A, filed Apr 29, 2025

About this DEF 14A

Gaming & Leisure Properties, Inc. (GLPI)

DEF 14A 2025-04-29 For: 2025-06-12

View Original

Added on June 12, 2026

Time and Date

10:00 a.m. EDT

June 12, 2025

Record Date

April 11, 2025

Number of Common Shares Eligible to Vote at the Meeting
as of the Record Date: 275,079,487

Place

845 Berkshire Blvd., Suite 200

Wyomissing, Pennsylvania 19610

Gaming & Leisure Properties, Inc filed this DEF 14A on April 29, 2025.

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Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material under §240.14a-12


Gaming and Leisure Properties, Inc.
(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

☒		No fee required.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

☐		Fee paid previously with preliminary materials.



1.		To elect Peter M. Carlino, Debra Martin Chase, Carol “Lili” Lynton, Joseph W. Marshall, III, James B. Perry, Earl C. Shanks and E. Scott Urdang as directors to hold office until the Company’s 2026 Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified.

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

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

4.		To approve the Company’s Amended and Restated 2013 Long-Term Incentive Compensation Plan.

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



Proxy Summary			1

Corporate Responsibility			9

Proposal 1 — Election of Directors			11

Executive Compensation			27

Executive Summary			28

Compensation Philosophy and Objectives			31

GLPI’s Annual Executive Compensation Review and Approval Process			31

Overview of 2024 Compensation			35

Overview of 2025 Compensation Program			40

Deferred Compensation			40

Benefits and Perquisites			40

Employment Agreements and Severance Plan			40

Other Compensation-Related Policies			41

Compensation Committee Report			43

Summary Compensation Table			44

All Other Compensation Table			45

Pay vs Performance Table			46

Compensation Actually Paid (CAP) vs. Cumulative TSR			48

Compensation Actually Paid (CAP) vs. Net Income			48

Compensation Actually Paid (CAP) vs. AFFO Per Diluted Share			49

2024 Grants of Plan-Based Awards			50

Outstanding 2024 Equity Awards at Fiscal Year-End			51

2024 Stock Vested			52

2024 Nonqualified Deferred Compensation			52

Potential Payments Upon Termination or Change-of-Control			54

CEO Pay Ratio			55



Audit and Compliance Committee Report			56

Certain Relationships and Related Person Transactions			57

Security Ownership of Certain Beneficial Owners and Management			58

Equity Compensation Plan Information			60

Delinquent Section 16(a) Report			61

Proposal 2 — Ratification of Independent Registered Public Accounting Firm			62

Proposal 3 — Advisory (Non-Binding) Vote to Approve the Company’s Executive Compensation			63

Proposal 4 – Amended and Restated 2013 Long-Term Incentive Compensation Plan			64

Frequently Asked Questions			70

Other Matters			74

Shareholder Proposals and Director Nominations for 2026 Annual Meeting of Shareholders			74

Annual Report to Shareholders			74

Delivery of Documents to Shareholders Sharing an Address			74

Appendix A — Amended and Restated 2013 Long-Term Incentive Compensation Plan			A-i


Leverage Below 5.0x	19% 3-Year TSR	$980 Million Invested

Maintained a strong balance sheet	Continued strong track-record of value creation	Closed acquisitions of new properties with new and existing tenants

26.7% Increase in Quarterly Dividend from Q4 2020	Enhanced Diligence and Risk Assessment	Curated a Structure for Tribal Gaming

Continued increase in dividends following COVID-19 pandemic	Strengthened our real estate, financial, operational and competitive threat analysis for all new transactions	Created a new long-term leasing structure for application on tribal land held in trust with the U.S. Government


Gaming Properties Critical for State Budgets State and local governments have a vested interest in property success through tax revenue	Over 80% of Properties in Master Leases Master leases provide cross-collateralization of properties and reduce risk of isolated poor performance	High Barriers to Entry Casino properties are highly regulated with, in many cases, a limited number of licenses available

Long-Term Leases The remaining terms of our leases, including renewals, range from 23 years to 97 years	Investment-Grade Ratings We hold investment-grade ratings from S&P Global Ratings and Fitch Ratings Inc.	Durable Underlying Business 100% occupancy and collected 100% of our rent since the Company’s inception


	Key Compensation Practices

✓	Annual incentives aligned with strategic business plan	No uncapped cash bonus or equity award opportunities

✓	Majority of executive compensation tied to rigorous performance goals	No single-trigger change of control benefits

✓	Performance-based equity payouts capped if absolute TSR is negative	Anti-hedging policy prohibiting officers and directors from engaging in derivative or other hedging transactions

✓	Significant stock ownership requirements for directors and executive officers	No agreements or arrangements containing tax gross-ups or similar tax indemnification

✓	Appropriate balance between short-term and long-term performance measures	Anti-pledging policy prohibiting pledging of securities except under extremely limited circumstances approved by the Audit and Compliance Committee

✓	Transparency with our shareholders on our compensation program, decisions and practices

✓	Compensation Committee comprised solely of independent directors

✓	Engage independent compensation consultant


		Environmental Stewardship

		As part of our considerate approach to environmental sustainability, GLPI is committed to responsible environmental practices that include conservation of natural resources, pollution prevention, and waste reduction. We foster environmental responsibility with our employees and other partners by encouraging them to reduce consumption while applying an ethical approach to disposal efforts. We are committed to betterment around environmental sustainability and employ a thoughtful approach in the allocation of our resources. We will continue to explore potential opportunities and partnerships that promote and integrate practical sustainability strategies into our day-to-day business decisions and socialize those opportunities with our tenants and other stakeholders, when applicable, through meaningful engagement.


		Social Responsibility

		Our most important asset is our talent. We strive to create long-term, responsible economic value for our stakeholders, including our employees, tenants, partners, and community members. We aim to maintain a corporate environment that fosters a sense of community and well-being and encourages our employees to focus on their long-term success along with the long-term success of the Company. We endeavor to foster a culture of inclusion, so all team members feel respected and valued. Our culture was built to promote positive attitudes, strong work ethics and individual authenticity. We strive to create a rewarding and supportive environment that empowers our employees to thrive. We are committed to pay equity and regularly review our compensation model to ensure fair and inclusive pay practices. We take an active role in supporting our communities by partnering with local and national organizations to administer charitable contributions, provide community service, and organize the donation of goods to assist local causes as well as those in need. The Company proudly continues to expand its community outreach efforts and impact year over year.


		Culture Of Governance

		We emphasize a culture of accountability and conduct our business in a manner that is fair, ethical, and responsible. We maintain governance, compliance, and risk management practices to ensure compliance with applicable laws and regulations governing our business. We believe that good corporate governance is integral to ensure continued growth and stability for the Company and its shareholders. Effective June 12, 2025, GLPI will be governed by a seven (7) person Board. Our Board is responsible for the oversight of the management of the Company and its business for the long-term benefit of our shareholders. Its members set the tone for GLPI and operate under a set of published Corporate Governance Guidelines, which are based on best practices that meet or exceed the existing standards of the U.S. Securities and Exchange Commission (“SEC”). We feature an experienced and diverse Board with expertise in a broad set of areas relevant to our business. Through our Code of Business Conduct and employee handbook, we communicate our workplace non-discrimination and anti-harassment policies that embrace the highest ethical and moral standards. We maintain strong and confidential reporting processes and procedures that foster an open, honest environment in an effort to ensure that the highest principles of ethics and integrity are maintained. Our Audit and Compliance Committee has responsibility for oversight of our risk management processes and regularly discusses with the management team our major risk exposures and strategies. We routinely engage with our stakeholders to better understand their views on sustainability and matters related to corporate responsibility, carefully considering the feedback we receive and, when appropriate, incorporating certain changes based on this feedback and/or best practices. For more information regarding the Company’s approach to Corporate Responsibility, including its sustainability, social and governance strategies, initiatives and achievements, please refer to our 2024 Corporate Sustainability Report 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.



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	Peter M. Carlino Age: 78 Director Since: 2013 Other Current Public Boards: PENN Entertainment, Inc. (Emeritus)		Debra Martin Chase Age: 68 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. (Nasdaq: PENN) (“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 of PENN, and now the Company, collectively for over 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 Chair on the Corporate Social Responsibility Committee and sits on the Risk and Nominating and Governance Committees of B&G Foods, Inc. (NYSE: BGS) since July 2020. Ms. Chase is also 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. Ms. Chase formerly 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 until 2024, where she founded and chaired its Diversity and Inclusion Committee. She is a member of the Academy of Motion Picture Arts and Sciences, where she serves on the Producers Executive Committee; the Academy of Television Arts and Sciences; and the Broadway League, where she is a member of the Tony Management Committee. Ms. Chase brings to our Board of Directors extensive leadership, business and legal skills. She has extensive experience in advocating diversity, inclusion and philanthropic efforts throughout her professional career.



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	Carol “Lili” Lynton Age: 63 Director Since: 2019 Other Current Public Boards: CIM RACR (Trustee)		Joseph W. Marshall, III Age: 72 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 of The Dinex Group, which operates 21 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 acquisitions analyst at Lehman Brothers. Ms. Lynton served as a Director of El Pollo Loco Holdings, Inc. (Nasdaq: LOCO), from 2016 to 2024. Ms. Lynton also 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 a board member of The Center on Budget Policy and Priorities (a non-profit research institute focused on federal and state budgets); 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 served as Vice-Chairman of Stevens & Lee, PC and Griffin Holdings, LLC from February 2010 until December 2023 and currently serves as Of Counsel. Mr. Marshall has served on the Board of Directors of SIGA Technologies, Inc. (Nasdaq: SIGA) 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 was the CEO of Temple University Health System, one of the largest healthcare organizations in Pennsylvania, and served as Chairman from 1999 to 2023. Mr. Marshall also served as a 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 the U.S. 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-two (32) years. He currently serves as Chairman of 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 as 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 as a diverse perspective resulting from her vast knowledge and business experience as well as her advocacy initiatives and non-profit board service.



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	James B. Perry Age: 75 Director Since: 2017		Earl C. Shanks Age: 68 Director Since: 2017 Other Current Public Boards: Cognyte Software Ltd.

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 (30) years of gaming industry experience as well as extensive executive management and leadership experience.		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. (Nasdaq: VRNT) from July 2012 until January 2021. Additionally, Mr. Shanks has served as a director of Cognyte Software Ltd. (Nasdaq: CGNT) 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.



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		E. Scott Urdang Age: 75 Director Since: 2013

E. Scott Urdang has served as a member of our Board of Directors since October 2013. Mr. Urdang, who retired in 2012, was the founder, Chief Executive Officer and Chairman of Urdang Capital Management (now 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 served as 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, 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.



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Name	Audit and Compliance	Compensation	Nominating and Corporate Governance

Peter M. Carlino

Debra Martin Chase			●

Carol “Lili” Lynton	Chair	●

Joseph W. Marshall, III		●

James B. Perry		Chair	●

Barry F. Schwartz			Chair

Earl C. Shanks	●

E. Scott Urdang	●

Number of Committee Meetings Held in 2024	6	5	3



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		Schedule of Non-Employee Director Compensation for 2024

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



	2024 Compensation⁽¹⁾

Name	Fees Earned or Paid in Cash ($)⁽²⁾		Stock Awards (#)⁽³⁾		Stock Awards ($)⁽³⁾		Total Compensation ($)

Joseph W. Marshall, III		—		7,498		370,026		370,026

E. Scott Urdang		155,000		4,053		200,016		355,016

Earl C. Shanks		150,000		4,053		200,016		350,016

James B. Perry		170,000		4,053		200,016		370,016

Barry F. Schwartz⁽⁴⁾		152,500		4,053		200,016		352,516

Carol “Lili” Lynton		180,000		4,053		200,016		380,016

Debra Martin Chase⁽⁵⁾		100,292		3,233		138,372		238,664



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