Gaming & Leisure Properties, Inc DEF 14A, filed Apr 24, 2026

About this DEF 14A

Gaming & Leisure Properties, Inc. (GLPI)

DEF 14A 2026-04-24 For: 2026-06-04

View Original

Added on June 12, 2026

Time and Date

10:00 a.m. EDT

June 4, 2026

Record Date

April 2, 2026

Number of Common Shares Eligible to Vote at the Meeting
as of the Record Date: 283,420,826

Place

845 Berkshire Blvd., Suite 200

Wyomissing, Pennsylvania 19610

Gaming & Leisure Properties, Inc filed this DEF 14A on April 24, 2026.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐		Preliminary Proxy Statement

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

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material under §240.14a-12


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

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

Payment of Filing Fee (Check the appropriate box):

☒		No fee required.

☐		Fee 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, Michael C. Borofsky, 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 2027 Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified.

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

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

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



Proxy Summary			1

Proposal 1 — Election of Directors			10

Executive Compensation			26

Executive Summary			27

Compensation Philosophy and Objectives			31

GLPI’s Annual Executive Compensation Review and Approval Process			31

Overview of 2025 Compensation			35

Overview of 2026 Compensation Program			40

Deferred Compensation			40

Benefits and Perquisites			40

Employment Agreements and Severance Plan			40

Other Compensation and Compliance Policies			42

Tax Considerations			43

Compensation Committee Report			44

Summary Compensation Table			45

All Other Compensation Table			46

Pay vs Performance Table			47

Compensation Actually Paid (CAP) vs. Cumulative TSR			49

Compensation Actually Paid (CAP) vs. Net Income			49

Compensation Actually Paid (CAP) vs. AFFO Per Diluted Share			50

2025 Grants of Plan-Based Awards			51

Outstanding 2025 Restricted Stock Awards at Fiscal Year-End			52

2025 Restricted Stock Awards Vested			53



2025 Nonqualified Deferred Compensation			53

Potential Payments Upon Termination or Change-in-Control			55

CEO Pay Ratio			56

Audit and Compliance Committee Report			57

Certain Relationships and Related Person Transactions			58

Security Ownership of Certain Beneficial Owners and Management			59

Equity Compensation Plan Information			61

Delinquent Section 16(a) Report			62

Proposal 2 — Ratification of Independent Registered Public Accounting Firm			63

Proposal 3 — Advisory (Non-Binding) Vote to Approve the Company’s Executive Compensation			64

Frequently Asked Questions			65

Other Matters			69

Shareholder Proposals and Director Nominations for 2027 Annual Meeting of Shareholders			69

Annual Report to Shareholders			69

Delivery of Documents to Shareholders Sharing an Address			69


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


Balance Sheet Discipline Maintained a strong balance sheet with leverage below 5.0x and capacity to fund existing capital commitments through 2027	Track Record of Accretive Transactions Since 2024, committed to transactions totaling $3.7 billion at a blended capitalization rate of 8.6%, which adds $315 million in annual income	Significant New Transaction Activity Entered into transactions with new and existing tenants committing an additional $876 million in capital at a blended capitalization rate of 9.2%


Steady Dividend Growth Continued proven track record of increasing dividends with 16.4% growth from 4^th quarter 2021 to 4^th quarter 2025, with a compounded annual growth rate of approximately 3.9%	Strong Investment Pipeline Robust investment pipeline with capital deployments anticipated through 2027, leading to predictable AFFO growth	Expanded Tribal Gaming Projects Expanded investment in our new long-term leasing structure for application on tribal land held in trust by the U.S. Government


	Increased Development Funding Deployed development capital for seven projects, spanning five states and four tenants, including initial funding for Bally’s Chicago


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 22 years to 96 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 rent due under our leases since the Company’s inception

	Coverage Stability Rent coverage across the portfolio remains strong with a majority of our leases covered at 1.80x or greater at year end


	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	No dividends on unearned performance-based awards. Recipients of LTIP Units receive a 10% distribution to support the units’ characterization as profits interests for federal tax purposes

✓	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. 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 including deep governance expertise with proven oversight capabilities. 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. 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 most recent 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.



10 \| 2026 Proxy Statement		Gaming and Leisure Properties, Inc.


	Peter M. Carlino Age: 79 Director Since: 2013 Other Current Public Boards: PENN Entertainment, Inc. (Emeritus)		Michael C. Borofsky Age: 53 Director Since: 2025

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 of Penn State Health/St. Joseph Regional Health Network. Mr. Carlino brings to our Board of Directors extensive leadership and management experience, including over forty (40) years of collective executive management and board service, 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.		Michael C. Borofsky was appointed to our Board of Directors in December 2025. Mr. Borofsky is the founding principal of Mithrandir Ventures, a diversified growth equity platform with investments in healthcare, software, and gaming, and has also served as President since November 2023. Mr. Borofsky also serves as Vice Chairman of Key Benefit Administrators, a large, independent third party administrator and population health administrator that specializes in managing self-funded employer health plans. Mr. Borofsky’s primary focus is on building high cash flow businesses with leading market positions and helping companies innovate and evolve through emerging technologies. From July 2020 to March 2024, Mr. Borofsky served as general counsel and member of the Management and Investment Committees at Gryphon Investors, a middle market private equity fund with $10 billion in assets under management and 34 controlled portfolio companies across five industry sectors: consumer, healthcare, software, industrial growth and business services. He also served as Chief Operating and Strategy Officer of the Pohlad Companies, a holding company with a diverse group of operating businesses, including the Minnesota Twins, Par Systems, United Properties, Carousel Motors and Northmarq Capital. Mr. Borofsky also spent 16 years as a senior executive at MacAndrews & Forbes, Ronald O. Perelman’s investment vehicle, with interests in consumer products, defense, media and entertainment, gaming, financial services, biotechnology and food products. Prior to MacAndrews & Forbes, Mr. Borofsky worked for Skadden, Arps, Slate, Meagher & Flom LLP, where he specialized in mergers and acquisitions, and was an analyst at Goldman Sachs. He earned a B.A. with honors from Yale University and a J.D. from Columbia University School of Law where he was a Harlan Fiske Stone Scholar. Mr. Borofsky was recommended to the Nominating and Corporate Governance Committee by one of the Company’s directors. He brings to our Board of Directors extensive knowledge and experience in mergers and acquisitions along with building and scaling innovative, high-growth companies. Through his experience and knowledge of diverse platforms, he brings strategic investment insight and substantial knowledge of capital markets and finance.



Gaming and Leisure Properties, Inc.		2026 Proxy Statement \| 11


	Debra Martin Chase Age: 69 Director Since: 2024 Other Current Public Boards: B&G Foods, Inc.		Carol “Lili” Lynton Age: 64 Director Since: 2019 Other Current Public Boards: CIM RACR (Trustee)

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 has served as 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. From July 2021 through September 2025, Ms. Chase served as a member of the board of directors of Bridge Investment Group Holdings Inc. (NYSE: BRDG), where she also served as an Audit Committee member. 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 skills, business acumen and legal expertise. She has extensive experience in advocating diversity, inclusion and philanthropic efforts throughout her professional career.		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 as Trustee for the Bail Project (funds and operates 27 charitable bail funds across the nation). 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.



12 \| 2026 Proxy Statement		Gaming and Leisure Properties, Inc.


	Joseph W. Marshall, III Age: 73 Director Since: 2013 Other Current Public Boards: SIGA Technologies, Inc.		James B. Perry Age: 76 Director Since: 2017 Other Current Public Boards: Fortress Credit Realty Income Trust

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 of Stevens & Lee. Mr. Marshall has served on the Board of Directors of SIGA Technologies, Inc. since 2009, as well as the Board of Directors of Maxim Healthcare Services, Inc. since 2017. He has served on several boards in the past, including the Cancer Treatment Centers of America – Eastern Regional Medical Center, First Bank of Delaware, and Health Partners, a provider-owned Medicaid/Medicare HMO operating in Greater Philadelphia from 2003-2008. From 2001 to 2008, Mr. Marshall was the CEO of Temple University Health System (“TUHS”), one of the largest healthcare organizations in Pennsylvania, and served as Chairman from 1999-2007, and from 2018-2025. He is currently a member of the board of TUHS and chairs its Audit and Compliance Committee. In addition, he chairs the boards of Temple University Hospital, Chestnut Hill Hospital, and is the Vice Chairman of Fox Chase Comprehensive Cancer Center. Mr. Marshall has also served on the Pennsylvania Gaming Control Board, the Pennsylvania State Ethics Commission (where he held positions as Vice Chairman and Chairman), and the Medicaid Commission, which was created by Congress and established by the Honorable Michael O. Leavitt, Secretary of the U.S. Department of Health & Human Services. Mr. Marshall has been a member of the Board of Trustees of Temple University since 1992. Mr. Marshall brings to our Board of Directors extensive experience and expertise in law and compliance, with an in-depth knowledge of regulated industries, including gaming regulation, as well as significant experience as a director and an executive in both the private and public sectors.		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 has served on the Board of Trustees of Fortress Credit Realty Income Trust since June 2024 and presently serves as a member of its Audit Committee. 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 complemented by extensive operational, executive management and leadership expertise.



Gaming and Leisure Properties, Inc.		2026 Proxy Statement \| 13


	Earl C. Shanks Age: 69 Director Since: 2017 Other Current Public Boards: Cognyte Software Ltd.		E. Scott Urdang Age: 76 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. (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, risk, 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 a Philadelphia-based global asset manager that specializes in 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.



14 \| 2026 Proxy Statement		Gaming and Leisure Properties, Inc.



Gaming and Leisure Properties, Inc.		2026 Proxy Statement \| 15


Name	Audit and Compliance	Compensation	Nominating and Corporate Governance

Peter M. Carlino

Michael C. Borofsky

Debra Martin Chase			●

Carol “Lili” Lynton	Chair	●

Joseph W. Marshall, III		●

James B. Perry		Chair	●

Barry F. Schwartz			Chair ⁽¹⁾

Earl C. Shanks	●

E. Scott Urdang	●		Chair ⁽²⁾

Number of Committee Meetings Held in 2025	5	6	3



16 \| 2026 Proxy Statement		Gaming and Leisure Properties, Inc.



Gaming and Leisure Properties, Inc.		2026 Proxy Statement \| 17



18 \| 2026 Proxy Statement		Gaming and Leisure Properties, Inc.



		Schedule of Non-Employee Director Compensation for 2025

Annual Cash Retainer		$130,000

Annual Restricted Stock Award		Restricted Stock valued at $200,000

Committee Chair Retainer		$40,000 for the Audit and Compliance Committee

		$30,000 for the Compensation Committee

		$25,000 for the Nominating and Corporate Governance Committee

		$50,000 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



	2025 Compensation⁽¹⁾

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

Joseph W. Marshall, III		—		8,203		395,056		395,056

E. Scott Urdang		156,250		4,153		200,008		356,258

Earl C. Shanks		150,000		4,153		200,008		350,008

James B. Perry		175,000		4,153		200,008		375,008

Barry F. Schwartz⁽⁴⁾		64,583		4,153		200,008		264,591

Carol “Lili” Lynton		185,000		4,153		200,008		385,008

Debra Martin Chase		145,000		4,153		200,008		345,008

Michael Borofsky⁽⁵⁾		10,833		—		—		10,833



Gaming and Leisure Properties, Inc.		2026 Proxy Statement \| 19



20 \| 2026 Proxy Statement		Gaming and Leisure Properties, Inc.



Gaming and Leisure Properties, Inc.		2026 Proxy Statement \| 21



22 \| 2026 Proxy Statement		Gaming and Leisure Properties, Inc.