8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): 9/20/2023

Gaming and Leisure Properties, Inc.

(Exact name of registrant as specified in its charter)

845 Berkshire Blvd., Suite 200

Wyomissing, PA 19610

(Address of principal executive offices)

610-401-2900

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01.  Other Events.

On September 20, 2023, Gaming and Leisure Properties, Inc. issued a press release announcing with deep regrets that Ms. JoAnne A. Epps, a director of the Company, died unexpectedly on September 19, 2023.  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

* * *

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

3

Document

Gaming and Leisure Properties, Inc. Mourns the Loss of Board Member JoAnne A. Epps

WYOMISSING, Pa., September 20, 2023 –Gaming and Leisure Properties, Inc. (NASDAQ: GLPI) - mourns the loss of board member, JoAnne A. Epps, who passed away suddenly on Tuesday, September 19th. Ms. Epps joined the Board of Directors in September 2021, providing invaluable counsel to the management team throughout her tenure as a Board member. She was serving as Acting President of Temple University at the time of her passing and spent nearly 40 years serving the university and its community.

Gaming and Leisure Properties Chairman and Chief Executive Officer, Peter M. Carlino, stated, “We are deeply saddened by the passing of our friend and fellow board member, JoAnne Epps. It was a privilege for me and my fellow Board members to have worked alongside JoAnne. We will be forever grateful for her dedication and service to GLPI. On behalf of our Board of Directors and entire organization we wish to extend our deepest condolences and sympathies to JoAnne’s family and her friends including the Temple University community.”

About Gaming and Leisure Properties

GLPI is engaged in the business of acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements, pursuant to which the tenant is responsible for all facility maintenance, insurance required in connection with the leased properties and the business conducted on the leased properties, taxes levied on or with respect to the leased properties and all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties.

Contact

Gaming and Leisure Properties, Inc.     Investor Relations

Matthew Demchyk, Chief Investment Officer     Joseph Jaffoni, Richard Land, James Leahy at JCIR

610/401-2900 212/835-8500

investorinquiries@glpropinc.com glpi@jcir.com