DEF 14A 1 nc100007829x1_def14a.htm DEF 14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.          )



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

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Dear Fellow Shareholders,


The Board of Directors of Gaming and Leisure Properties, Inc. cordially invites you to attend the 2020 Annual Meeting of Shareholders (the “Annual Meeting”). Due to the public health impact and concerns surrounding the coronavirus (COVID-19) pandemic, to comply with government directives and support the health and well-being of our shareholders, the Annual Meeting will be conducted in a virtual format on June 11, 2020 at 12:00 p.m. EDT. Shareholders will be able to listen, vote and submit questions from the safety of their home or any other remote location. Information on how to participate in this year’s virtual Annual Meeting can be found in the Notice of Annual Meeting of Shareholders.  We fully intend to continue our tradition of holding an in-person meeting at which directors and management can interact with shareholders in 2021.

2019 was an extraordinary, record-setting year for our Company and shareholders by almost every measure.  We excelled in the triple-net category, achieving a total shareholder return (TSR) of 43% in 2019. The Company’s TSR for the three-year period ending December 31, 2019 ranked first among the Company’s triple-net REIT measurement group and in the top 10% of REITs in the US MSCI REIT Index.  Additionally, our dividend was increased to $2.80 per share and our equity reached a new high.  Unfortunately, in 2020, safety measures related to COVID-19 led to property closures across our entire portfolio within a matter of days.  We are working to collaboratively navigate the unprecedented, challenging environment with our tenants to ensure that each is best positioned for the recovery as our country begins to re-open, while also upholding the rights and protections in our lease agreements for the benefit of our shareholders.  As we support our tenants in their preparations to bring our facilities back online as quickly and intelligently as possible, we continue to recognize that preserving and enhancing value is our foremost priority.

We were excited to end 2019 with the announcement of the addition of Carol “Lili” Lynton to our Board of Directors.  Ms. Lynton’s experience complements and enhances the diverse array of skillsets, attributes and perspectives of our directors and management team.  Our Board’s active engagement to address both the short-term needs and long-term strategies necessary to meet our stakeholders’ expectations in an evolving gaming REIT landscape has helped to shape and refine the Company’s strategy and will be even more critical to evaluate and refine the Company’s strategy during this challenging time.

At this year’s Annual Meeting you will be asked to: (i) elect experienced and distinguished directors to serve until the 2021 Annual Meeting of the Shareholders and until their respective successors are duly elected and qualified; (ii) approve our Second Amended and Restated 2013 Long-Term Incentive Compensation Plan; (iii) ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2021 fiscal year; and (iv) approve, on advisory basis, the Company’s executive compensation. The accompanying Notice of Annual Meeting of Shareholders and Proxy Statement describe these matters in detail. Please read this information carefully.

The Board of Directors unanimously believes that each of these matters is advisable and will support the best interest of our Company and our shareholders. Accordingly, the Board of Directors recommends a vote FOR each of the proposals.

Despite the challenges before us with the COVID-19 pandemic, we will continue to carefully push forward in the best interests of our shareholders and stakeholders. This Company was built upon, and will continue to operate upon, a strong foundation for continued growth and success.

Thank you for your support and confidence.


Sincerely,

Peter M. Carlino
Chairman and Chief Executive Officer


Notice of Annual Meeting of Shareholders of
Gaming and Leisure Properties, Inc.

NOTICE OF VIRTUAL-ONLY MEETING OF SHAREHOLDERS ON JUNE 11, 2020
Under the circumstances surrounding the COVID-19 situation, Gaming and Leisure Properties, Inc. (the “Company” or “GLPI”) has decided to forego the opportunity to meet with its shareholders in person this year to conduct the required annual business of GLPI. Instead, the Company's 2020 annual meeting of shareholders (the “Annual Meeting”) will be held on Thursday, June 11, 2020 at 12:00 p.m. (EDT) by means of a live virtual-only on-line webcast, for the purpose of considering and acting on the following proposals:


1.
To elect Peter M. Carlino, Carol ("Lili") Lynton, Joseph W. Marshall, III, James B. Perry, Barry F. Schwartz, Earl C. Shanks and E. Scott Urdang as directors to hold office until the Company's 2021 Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified.

2.
To approve the Second Amended and Restated 2013 Long-Term Incentive Compensation Plan.

3.
To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the current fiscal year.

4.
To approve, on a non-binding advisory basis, the Company's executive compensation.

5.
To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
Shareholders of record of the Company's common stock (Nasdaq: GLPI) as of the close of business on April 6, 2020 are entitled to vote at the Annual Meeting and any postponements or adjournments of the meeting.
The Company looks forward to resuming in-person annual meetings with shareholders beginning in 2021.
By order of the Board of Directors,
Peter M. Carlino
Chairman of the Board of Directors

Wyomissing, Pennsylvania
April 29, 2020




Your Vote is Important
Please vote as promptly as possible by using the Internet or by telephone or by signing, dating and returning the Proxy Card mailed to those who receive paper copies of this Proxy Statement. You may also vote at the Annual Meeting by following the instructions in this Proxy Statement. This Notice of Annual Meeting and accompanying Proxy Statement are first being made available to our shareholders on or about April 29, 2020.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on June 11, 2020: The Notice of Annual Meeting, Proxy Statement, and Annual Report to Shareholders for the year ended December 31, 2019 are available at www.cstproxy.com/glpropinc/2020.


REGISTRATION AND ACCESS TO THE 2020 VIRTUAL-ONLY ANNUAL MEETING

The annual meeting of the shareholders in 2020 will be held only virtually over the Internet by means of a live audio webcast (the "Virtual Annual Meeting"). The Company will not conduct an in-person meeting of shareholders in 2020.  Only shareholders who own GLPI common stock as of the close of business on April 6, 2020 will be entitled to attend the Virtual Annual Meeting. Any shareholder wishing to attend the Virtual Annual Meeting must register in advance. To register for the Virtual Annual Meeting, please follow these instructions as applicable to the nature of your ownership of our common stock:

Registered Shareholders
If your shares are registered in your name with GLPI’s transfer agent, Continental Stock Transfer & Trust Company (“Continental Stock Transfer”), and you wish to attend the Virtual Annual Meeting, go to www.cstproxy.com/glpropinc/2020, enter the control number you received on your proxy card or notice of the meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Immediately prior to the start of the Virtual Annual Meeting, you will need to log back into the meeting site using your control number. You must register before the meeting starts.

Beneficial Shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record)
Beneficial shareholders who wish to attend the Virtual Annual Meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial shareholders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the Virtual Annual Meeting. You will receive an e-mail prior to the meeting with a link and instructions for entering the Virtual Annual Meeting. Beneficial shareholders should contact Continental Stock Transfer on or before June 3, 2020.

Shareholders participating in the Virtual Annual Meeting will be in a listen-only mode and will not be able to speak during the webcast. However, in order to maintain the interactive nature of the Virtual Annual Meeting, virtual attendees are able to:


Vote using the Virtual Annual Meeting website; and

Submit questions or comments to the Company’s officers during the meeting via the Virtual Annual Meeting webcast.

Shareholders may submit questions or comments during the meeting through the Virtual Annual Meeting portal by typing in the “Submit a question” box.

Shareholders will also have the option to call in to the Virtual Annual Meeting and listen by telephone by calling:

Optional telephone access (listen-only):

Within the U.S. and Canada: +1 888-965-8995  (toll-free)
Outside of the U.S. and Canada: +1 415-655-0243 (standard rates apply)

Passcode for telephone access:

52625384#

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Notice of Annual Meeting of Shareholders and Proxy Statement


TABLE OF CONTENTS
       
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16   53

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65
 
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  49
 
   

Appendix A: Second Amended and Restated 2013 Long-Term Incentive Compensation Plan

   


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Notice of Annual Meeting of Shareholders and Proxy Statement

PROXY SUMMARY
This Proxy Statement is furnished to you in connection with the solicitation of proxies by the Board of Directors of Gaming and Leisure Properties, Inc. ("GLPI", the "Company", "we", "us" and "our") for the Annual Meeting of Shareholders of the Company to be held by means of a live virtual-only online webcast on June 11, 2020 (the "Annual Meeting"), and any postponements or adjournments of the meeting.
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider and you should read the entire Proxy Statement before voting. For more complete information regarding the Company's 2019 performance, please review the Company's Annual Report to Shareholders for the year ended December 31, 2019.

2020 ANNUAL MEETING OF SHAREHOLDERS
Time and Date
 
Record Date
12:00 p.m. EDT
 
April 6, 2020
June 11, 2020
 
 
Number of Common Shares Eligible to Vote at the Meeting as of the Record Date:
Place
If you plan to attend the virtual-only Annual Meeting, please follow the instructions provided in the Proxy Statement to register for and gain access to the Annual Meeting.
 
215,428,398
 

On or about April 29, 2020, we will mail to each of our shareholders (other than those who previously requested electronic delivery or to whom we are mailing a paper copy) a Notice of Internet Availability of Proxy Materials containing instructions on how to access and review the proxy materials via the Internet and how to submit a proxy electronically using the Internet.



VOTING MATTERS
Matter
Board Recommendation
Page
Reference
(for more
detail)
Election of Directors
FOR each director nominee
16
Second Amended and Restated 2013 Long-Term Incentive Compensation Plan
FOR
57
Ratification of Independent Registered Public Accounting Firm
FOR
64
Non-Binding Advisory Vote to Approve Executive Compensation
FOR
65

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Notice of Annual Meeting of Shareholders and Proxy Statement

BOARD NOMINEES
The following table provides summary information about the director nominees.
   
 
Director
Since
   
Committee
Memberships*
 
 
 
Name, Age
 
Principal Occupation
 
 
AC
 
NG
 
C
 
Other Public Company Boards
 
Peter M. Carlino, 73
 
2013
 
Chairman and Chief Executive Officer of Gaming and Leisure Properties, Inc.
 


Penn National Gaming, Inc. (Emeritus)
 
Lili Lynton, 58
 
2019
Co-founder and Operating Partner, The Dinex Group; Chief Investment Officer, HD American Trust
   
 
 
El Pollo Loco Holdings, Inc.; CIM RACR (Trustee)
 
Joseph W. Marshall, III, 67
 
 
2013
Vice Chairman of Stevens & Lee, PC, and Vice Chairman of Griffin Holdings, LLC
 
(F)
 
 
SIGA Technologies, Inc.
 
James B. Perry, 70
 
2017
Retired. Former Chairman and Chief Executive Officer of Isle of Capri Casinos, Inc.
     
 
 
 

 
Barry F. Schwartz, 70
 
2017
Vice Chairman Emeritus MacAndrews & Forbes Inc.
 
 
  
   
Revlon, Inc.
Scientific Games Corporation
 
Earl C. Shanks, 63
 
2017
Retired. Former Chief Financial Officer of Essendant, Inc.
 
(F)
   
Verint Systems Inc.
 
 
E. Scott Urdang, 70
 
2013
 
Retired. Founder, Chairman, and Chief Executive Officer of Center Square Capital Management, Inc.
 
 


* AC
Audit and Compliance Committee
(F)
Audit Committee Financial Expert
NG
Nominating and Corporate Governance Committee

Chair of the Committee
C
Compensation Committee  

The following matrix summarizes the skills and experience of our Board nominees:



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Notice of Annual Meeting of Shareholders and Proxy Statement

2019 PERFORMANCE HIGHLIGHTS
Top Performance


TOTAL SHAREHOLDER RETURN(1)
         
1-YEAR
 
3-YEAR
 
5-YEAR
GLPI 43%
 
GLPI 74%
 
GLPI 110%
MSCI 26%
 
Triple-Net 39%
 
Triple-Net 77%
Triple-Net 25%
 
MSCI 26%
 
MSCI 41%


 
(1)
Per S&P Global Market Intelligence as of 12/31/2019

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Notice of Annual Meeting of Shareholders and Proxy Statement

Consistent Results
GLPI has produced consistent increases in dividends and adjusted funds from operations ("AFFO") since the spin-off from Penn National Gaming, Inc. ("Penn") in 2013.




(1)
December 31, 2014 excludes one-time dividends of $11.84 and $0.40 per share paid to shareholders on February 18, 2014 and  December 19, 2014, respectively.
(2)
AFFO and AFFO per share are non-GAAP financial measures. AFFO per share is calculated using the Company’s outstanding number of shares on a fully diluted basis. AFFO is FFO as defined by the National Association of Real Estate Investment Trusts (net income, excluding gains or losses from sales of property and real estate depreciation) excluding stock based compensation expense, the amortization of debt issuance costs, bond premiums and original discounts, other depreciation, amortization of land rights, straight-line rent adjustments, direct financing lease adjustments, losses on debt extinguishment, retirement costs and goodwill and loan impairment charges reduced by capital maintenance expenditures. For a complete discussion of our financial performance in 2019 and additional information on non-GAAP financial measures presented in this Proxy Statement, please see our Annual Report on Form 10-K for the year ended December 31, 2019, a copy of which is included in the Annual Report to Shareholders made available to shareholders in connection with this Proxy Statement.

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Notice of Annual Meeting of Shareholders and Proxy Statement

EXECUTIVE COMPENSATION
Gaming REITs - Unique Position

On November 1, 2013, we emerged as a publicly traded company through a tax-free spin-off from Penn.  We were the first triple-net real estate investment trust ("REIT") focused entirely on the ownership and leasing of gaming properties, establishing a new category of gaming REITs.  This innovative approach ignited a wave of conversions that included some of the largest gaming companies in the industry - MGM Resorts International, Caesars Entertainment Corporation and Pinnacle Entertainment, Inc.  Today, there are three publicly traded gaming REITs.  GLPI differs from more traditional REITs in several key aspects:

Long-Term, Stable
Master Leases
Our master leases are unitary, long-term leases (up to 35 years), primarily with established, profitable gaming operators as our tenants. These leases do not provide our tenants the ability to freely select specific locations on renewals or remove properties during the lease term. The result is dependable cash flow, stable dividends and fully-occupied properties.
Significant Regulatory
Oversight
As a gaming REIT, we are subject to the jurisdiction and licensing of gaming regulatory agencies in several states. This regulation has significant impacts on our business operations and acquisitions which include: (1) the licensing of our officers, directors and entities, which is an onerous and intrusive process; and (2) our acquisitions require investigation, review and approval by gaming regulators, which can take up to a year in some instances.
Complex
Transactions
Gaming companies are typically held in corporate structures that require separation of assets into operating company/real property company structures in a manner that minimizes tax leakage and maximizes value. To do so in a manner accretive to shareholders, detailed analysis and the ability to solve complex accounting, tax and legal issues are required, as is a thorough understanding of the underlying gaming business to avoid overpaying for assets that may under-perform in the long-term and adversely impact rent.
Limited Development
Opportunities
Many states limit the number of casino licenses. As a result, our ability to develop new properties is limited.
Operation of
Gaming Facilities
We operate gaming facilities located in Baton Rouge, Louisiana and Perryville, Maryland.  Gaming operations are subject to significant regulatory oversight.
Success in this segment of the REIT industry requires gaming experience as well as the ability to solve complex accounting, legal and tax issues.  The Compensation Committee has determined that compensating our executive management using a REIT Global Industry Classification Standard (GICS) code is not appropriate given our operations and the talent required to support the complex and unique nature of our business.  The Compensation Committee designed the executive compensation program to attract and retain executive talent with the necessary experience in, and understanding of, gaming assets while recognizing that performance metrics should reflect the Company's operation as a triple-net REIT.
We have implemented a two-pronged approach:
(1) offer base salaries competitive with the Company's gaming peers to attract and retain the unique skill sets necessary to appropriately value properties with revenues primarily derived from gaming operations; and
(2) offer performance-based compensation designed to appropriately motivate our executives to drive shareholder value in the competitive REIT market.
By focusing on the Company's gaming peers in establishing base salary and the Company's REIT peers in structuring performance incentives, we believe our compensation program is successful in attracting and retaining high-performing talent with the experience and skills necessary for acquiring assets in accretive transactions and driving shareholder value.

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Notice of Annual Meeting of Shareholders and Proxy Statement

2019 Named Executive Officer Compensation
In 2019, the total potential compensation opportunity of the Company's Chief Executive Officer ("CEO") and other named executive officers (together with the CEO, the "NEOs") consisted of the following:





The base salary of our CEO is competitive with the Company's gaming peers and has not been increased since 2012, which is the same salary he received as the Chief Executive Officer of Penn.  It is the Compensation Committee's intention to continue with the policy of not increasing Mr. Carlino's base salary for the foreseeable future.



(1)
Base salary for the Company's gaming peers is for 2018 based on public disclosures in 2019 and our CEO's base salary has not changed since 2012.

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Notice of Annual Meeting of Shareholders and Proxy Statement

RESPONSIVE TO SHAREHOLDER FEEDBACK
Our Board of Directors values the opinions of our shareholders.  We have a strong track-record of responding to shareholder feedback. Since 2015, our Board of Directors and its committees have taken shareholder concerns seriously and responded promptly. 
During 2019, we accommodated meeting requests from institutions that contacted management throughout the year. Specifically, we held over 200 in-person meetings with shareholders to discuss various key corporate matters and solicit feedback from those shareholders. The Company hosted several investors at its corporate office while other outreach efforts were conducted at industry conferences. The Company also embarked upon eight (8) non-deal roadshows that took place in major metropolitan areas across the country. Topics discussed at these outreach efforts ranged from capital allocation process and strategy, balance sheet management, capital markets strategy, gaming industry perspective, tenant relationships, regional gaming, real estate's unique investment merits, the Company's unique competitive advantages, corporate governance, risk management practices, environmental, social and corporate governance (“ESG”) matters, and executive compensation. The Company finds this shareholder engagement invaluable and intends to continue this practice to ensure that it is continually considering and, where necessary or appropriate, addressing shareholder concerns.
Shareholder Feedback
Our Response
2019
Diversity
In 2019, we appointed Lili Lynton to our board of directors and subsequently to the Nominating and Corporate Governance Committee
ESG and Diversity Policies
We amended our Corporate Governance Guidelines and Nominating and Corporate Governance Committee charter to demonstrate our commitment to diversity and ESG matters
2018
Plurality Voting Standard
We implemented majority voting with a resignation policy
2017
Single Trigger Change-of-
Control
We amended the Company's 2013 Long-Term Incentive Compensation Plan (the "Plan") to provide for double-trigger acceleration of awards in the event of a change-of-control
Potential to Earn Maximum
Awards with Negative TSR
Performance-Based Restricted Stock Awards granted after January 1, 2018 are capped at target in the event of negative total shareholder return ("TSR") for the performance period
Target Vesting at 40% TSR
We revised our performance-based restricted stock award program to provide for target vesting at the 50% TSR level with minimum vesting at 25%, maximum vesting at 75% and linear vesting
No Stock Ownership
Guidelines
We implemented stock ownership guidelines for NEOs and non-employee directors
Limited Role of Lead
Independent Director
We expanded the role of the Lead Independent Director
2016/2015
Performance Goals Not
Focused on Triple-Net REITs
Performance-Based Restricted Stock Awards granted after January 1, 2017 bifurcated, with 50% measured against US MSCI REIT Index and 50% against triple-net REITs
Peer Group Lacks Triple-Net
REIT Peers
We revised our peer group in 2017 to include a focus on triple-net REIT peers and gaming peers
Classified Board Structure
We proposed Board declassification in 2016

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Notice of Annual Meeting of Shareholders and Proxy Statement

SOCIAL RESPONSIBILITY, ENVIRONMENTAL SUSTAINABILITY AND RELATED POLICIES

We believe that environmental and community stewardship is an integral component of growing shareholder value and we are committed to fostering a corporate culture that encourages and seeks the betterment of the Company and the communities in which we operate or conduct business. With this in mind, we endeavor to integrate environmental, social and governance practices that create long-term economic value for our shareholders, employees and other constituents. For example, in March 2020, we amended the Nominating and Corporate Governance Committee's charter to formally establish the Committee's oversight responsibility for strategies, activities, policies and communications regarding sustainability and ESG-related matters. In addition, in March 2020, we amended and restated our Code of Business Conduct ("Code of Conduct") to formally expand upon topics including equal employment opportunity, non-discrimination, health, safety, the environment and respect for human rights. We strive to expand and communicate our sustainability and ESG-related initiatives and commitments in meaningful ways and improve the level of engagement across our various stakeholders.
Corporate Culture and Employee Engagement
We strive to maintain a corporate environment that fosters a sense of community and well-being and that encourages our employees to focus on their long-term success along with the long-term success of the Company. We offer, among other things, competitive and balanced compensation programs on par with those of our peers and competitors that include well-rounded healthcare, prescription drug and disability insurance benefits for our employees and their families, participation in a 401(k) plan, with a matching contribution by the Company, competitive paid time-off benefits, a parental leave program that applies to both women and men and an employee assistance plan that provides professional support, access to special programs and certain resources to our employees experiencing personal, work, financial or family related issues.
We realize that continuous engagement with our employees is vital to driving successful, meaningful outcomes. Senior level management conducts regularly scheduled “town-hall” style meetings with corporate employees to address topics such as business operations, strategy, and market conditions while fostering an environment and corporate culture of open dialogue and collaboration.  Small group meetings and “lunch and learns” are held to discuss employee and customer feedback and areas for improvement. Performance reviews are conducted at least annually at each of our owned casinos, during which employees and managers address goals, development opportunities, strengths and weaknesses. We believe these initiatives facilitate both strong and productive conversations across our organization and an open feedback culture.

We are passionate about developing and growing our talent. We devote substantial efforts to retaining, motivating and supporting our employees by providing access to such benefits and opportunities as tuition reimbursement, professional development reimbursement and internal growth and advancement. We created a Leadership Academy to cultivate management and leadership skills to empower our employees to succeed. Our employees are one of our most important assets and we recognize and reward individual and collective contributions to our growth and success.
Growth should not lay only within our organizational walls - education has the power to dramatically strengthen the communities where we operate. Each year, we participate in various educational and recruitment outreach programs, including local college and university job fairs, veteran career expos, on-site open house recruitment and internship opportunities.
We view providing our employees with a healthy and safe working environment as essential. Our goal is to reduce the potential for injury or illness by maintaining safe working conditions, such as providing proper tools and training to all employees. Our corporate headquarters and Hollywood Casino Baton Rouge and Hollywood Casino Perryville (such casinos, the "TRS Properties") are smoke-free environments. Additionally, we offer resources to our employees to encourage healthy habits, such as tobacco cessation and health coaches for those employees with certain chronic conditions, including but not limited to diabetes and asthma.
We recognize and respect the freedom of employees to exercise their lawful rights and free association and collective bargaining. Certain of our employees at Hollywood Casino Perryville are currently represented by labor unions. We value the relationships we have with not only those employees but their representation as well.
Diversity & Inclusion
We believe that maintaining and promoting a diverse and inclusive workplace where every employee feels valued and respected is essential for us to grow as a company. As such, we are focused on cultivating a diverse and inclusive culture where our employees can freely bring diverse perspectives and varied experiences to work. We seek to hire and retain highly talented employees and empower those employees to create value for our shareholders. In our employee recruitment and selection process and operation of our business, we adhere to equal employment policies and provide annual trainings on diversity and inclusion. As of December 31, 2019, approximately 48% of our employees identify as women and 51% of our employees are minority.

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Notice of Annual Meeting of Shareholders and Proxy Statement

We employ, train and refresh our employees in accordance with our nondiscriminatory, inclusive practices and policies implemented to prevent discrimination and protect our employees, customers and stakeholders from offensive and harmful behaviors.
All of our employees are required to acknowledge receipt of our Code of Conduct, upon starting employment and on an annual basis, which sets out basic principles, guidelines and prohibitions to guide all employees, officers and directors of the Company, which relate to, among other topics, conflicts of interest, health and safety, respect for the environment, equal employment opportunity, non-discrimination, anti-harassment, complying with insider trading prohibitions, reporting suspected violations of the Code of Conduct, and prohibitions on retaliation for complying with the Code of Conduct.

Responsible Gaming
We are committed to a policy of responsible gaming. In alignment with this core value, our casinos have established a set of policies and guidelines modeled after the American Gaming Association’s Code of Conduct for Responsible Gaming. This set of policies and guidelines establishes minimum standards that address problem gambling, underage gambling, improper use of alcohol, responsible marketing and advertising and the prevention of unattended minors. Our casinos use a variety of approaches to promote responsible gaming including employee training programs, customer awareness campaigns, self-exclusion and financial restriction programs, written procedures for recognizing and managing these issues, use of outside experts, and ongoing monitoring and review to gauge the effectiveness of these programs.

Community Service and Philanthropy
We take an active role in supporting the communities in which we operate by partnering with local and national organizations to administer charitable contributions, provide community service and organize the donation of goods to assist local families in need.  Through our non-profit partnerships, we partner with organizations such as Habitat for Humanity to build and improve places for families to call home, the Salvation Army, through its Angel Tree program, and the United States Marine Corps Reserve, through its Toys for Tots program, to provide new clothing and toys to children during the holidays and Ray of Hope to facilitate the donation of new or gently used coats.  Our Hollywood Casino Perryville employees participate in the Cecil Cares initiative, a county-wide day of service coordinated by the Cecil County Department of Community Services, the Special Olympics and Project Clean Stream, an initiative focused on restoring clean waters to local streams, creeks and rivers in the Chesapeake Bay region.  We also invest in our local communities through charitable contributions to such organizations as the Louisiana Casino Association, Woman’s Hospital, one of the first women’s specialty hospitals in the nation, the Alzheimer’s Association and the National Multiple Sclerosis Society. We believe that our dedication to being a responsible corporate citizen has a direct and positive impact in the communities in which we operate and contributes to the strength of our reputation and our financial performance.
Environmental Stewardship

We strive to identify and implement sustainable business practices to minimize our environmental impact and improve our efficient use of resources over time with a particular emphasis on energy, water and indoor environmental quality. For our TRS Properties and our corporate headquarters, our focus on sustainable environmental practices is demonstrated by how we manage and operate these buildings and plan for the future. For example, in an effort to continue to conserve energy and become greener, Hollywood Casino Perryville partnered with Rich Energy Solutions, a consulting firm focused on helping clients improve their energy efficiency, to develop a program to reduce its energy consumption and environmental footprint. In connection with such program, Hollywood Casino Perryville has, among other things, removed its fluorescent light fixtures in favor of lower energy usage LED lighting fixtures and installed lighting controls to automatically turn lights on and off as needed to conserve energy and reduce costs. Similarly, Hollywood Casino Baton Rouge has adopted a LED lighting initiative and installed hand dryers throughout the property to reduce towel waste. At our corporate headquarters, we promote environmental and energy efficiency awareness and encourage practices such as powering down office equipment at the end of the day and recycling paper waste. In addition, our headquarters building was constructed in 2015 with such efficiencies in mind and implemented similar efficiency and conservation measures which include, among other things, the installation of motion sensor lighting throughout our corporate headquarters and a sophisticated rain water management system that includes semi-permeable paving with an underground collection and distribution apparatus that helps to reduce flooding and pollutants in run-off.
The remaining properties in our portfolio are leased to gaming operators in triple-net lease arrangements, meaning each gaming operator is ultimately responsible for maintaining the buildings including controlling their energy usage and the implementation of environmentally sustainable practices. We are committed to promoting awareness, influencing and engaging with our tenants where possible regarding sustainability practices and environmentally beneficial energy solutions. As such, many of our tenants have implemented similar efficiency and conservation measures in recent capital expenditure projects. For example, in 2019, cost-saving indoor and outdoor LED lighting retrofits were completed at our tenant facilities as well as the installation of guest room occupancy-based thermostats, building management systems upgrades and electronic vehicle charging stations.

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Notice of Annual Meeting of Shareholders and Proxy Statement

CODE OF BUSINESS CONDUCT

Our Code of Conduct applies to all of our employees, officers and directors, including those officers responsible for financial reporting. Our Code of Conduct was amended in March 2020. The Code of Conduct was strengthened by adding additional language about our policies concerning equal employment opportunity, non-discrimination, anti-harassment, anti-bribery, and health and safety, among other things, and clarifies the process for reporting suspected violations.  Disclosure regarding any amendments to the Code of Conduct, or any waivers of its requirements, will be included in a current report on Form 8-K within four business days following the date of the amendment or waiver.  Employees are provided a copy of the Code of Conduct at the commencement of their employment with the Company and annually thereafter. Our Code of  Conduct is available on our website, www.glpropinc.com, under the “About” section.
CORPORATE GOVERNANCE GUIDELINES
Our Board of Directors has adopted corporate governance guidelines that serve as a flexible framework within which our Board of Directors and its committees operate. Our Corporate Governance Guidelines were amended in March 2020 to further demonstrate our commitment to Board diversity. These guidelines cover a number of areas, including the size and composition of our Board of Directors, board membership criteria and director qualifications, board diversity, director responsibilities, roles of the Chairman and CEO, roles of independent directors, resignation policy, committee responsibilities and assignments, stock ownership guidelines, the role of our Lead Independent Director, board member access to management and independent advisors and direct communications with third parties. A copy of our Corporate Governance Guidelines, is available on our website, www.glpropinc.com, under the “About” section.

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Notice of Annual Meeting of Shareholders and Proxy Statement

PROPOSAL 1 – ELECTION OF DIRECTORS


At our Annual Meeting, shareholders will be asked to elect seven (7) directors to hold office until our 2021 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 the nominees recommended by our Board of Directors, unless you mark the proxy in such a manner as to withhold authority to vote. If any of the nominees for any reason are unable to serve or will not serve, the proxies may be voted for such substitute nominees as the proxy holder may determine. We are not aware of any reason that the nominees will be unable to serve as a director.
Peter M. Carlino, 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 2021 Annual Meeting of Shareholders. As part of our engagement with Spencer Stuart in place during 2019, we utilized its services to identify and evaluate potential director nominees who would bring an appropriate range of expertise, experience and diversity to our Board.
Required Vote
At the 2018 Annual Meeting of Shareholders, shareholders approved amendments to the Company's Articles of Incorporation to implement 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 continue to 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 2021 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)"). One of those requirements is that the directors maintain certain licenses. In addition, certain jurisdictions in which we hold licenses require either by statute or discretion of the applicable gaming or racing regulatory authority our directors to acquire and maintain gaming licenses in such jurisdictions. 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. 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 shareholders meeting.
There are no family relationships among any of our directors or executive officers.

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Notice of Annual Meeting of Shareholders and Proxy Statement

Nominees for Election to the Board of Directors for a One-Year Term Expiring at the 2021 Annual Meeting

The following biographical information is furnished as to the nominees for election as a director:

 
Peter M. Carlino
 
AGE:
73
 
DIRECTOR SINCE:
2013
 
OTHER CURRENT
PUBLIC BOARDS:
Penn National Gaming,
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 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. Since 1976, Mr. Carlino has served in an executive capacity for Carlino Capital Management Corp. and is currently the Chairman of the Board and Chief Executive Officer. Carlino Capital Management Corp. is a holding company that owns and operates various Carlino family businesses, and Mr. Carlino has been continuously active in its strategic planning and monitoring the operations. Mr. Carlino served as the Chairman of the Board of Directors and as Chief Executive Officer for Penn, and now the Company, collectively for over twenty-five (25) years.
 
Mr. Carlino brings to our Board of Directors extensive management experience, critical knowledge of our properties and a general 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.  Our Board of Directors supports and approves Mr. Carlino's nomination and continued service on our Board of Directors because his knowledge and experience are an invaluable asset to us.
       
 
Carol ("Lili")
Lynton
 
AGE:
58
 
DIRECTOR SINCE:
2019
 
OTHER CURRENT
PUBLIC BOARDS:
El Pollo Loco Holdings,
Inc.;
CIM RACR (Trustee)
   
 
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 which 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, which 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, The Hamilton Project, a division of the Brookings Institution, which develops proposals for a more equitable and robust U.S. economy; as Trustee, East Harlem Tutorial Program (afterschool service provider) and East Harlem Scholars Academy (operates six charter schools); and Trustee of the Guggenheim Foundation (awards 175 annual Guggenheim Fellowships).
 
Ms. Lynton brings to our Board of Directors experience in investment analysis, mergers and acquisitions, business operations and other significant transactions. The Board of Directors supports and approves Ms. Lynton's nomination and continued service on our Board of Directors because her background is an invaluable asset to us, particularly in connection with evaluating potential acquisition and financing opportunities.

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Notice of Annual Meeting of Shareholders and Proxy Statement

 
Joseph W.
Marshall, III
 
AGE:
67
 
DIRECTOR SINCE:
2013
 
OTHER CURRENT
PUBLIC BOARDS:
SIGA Technologies, Inc.
 
   
 
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. (Nasdaq) 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 health care 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 is a member of the Board of Trustees of Temple University.
 
The Board of Directors supports and approves Mr. Marshall’s nomination and continued service on our Board of Directors because of his extensive experience and knowledge of gaming regulation and his significant experience as a director and an executive in both the private and public sectors.
 
       
 
James B. Perry
 
AGE:
70

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.
 
The Board of Directors supports and approves Mr. Perry’s nomination and continued service on our Board of Directors because he brings more than thirty (30) years of gaming industry experience to the Board of Directors. He also has extensive experience in executive management, corporate governance and strategic planning.
 
       
 
Barry F. Schwartz
 
AGE:
70
 
DIRECTOR SINCE:
2017

OTHER CURRENT
PUBLIC BOARDS:
Revlon, Inc.
 
Scientific Games
Corporation
   
 
Barry F. Schwartz was appointed to our Board of Directors in May 2017. Mr. Schwartz has been Vice Chairman Emeritus of MacAndrews & Forbes Incorporated since July 2019. Mr. Schwartz was Executive Vice Chairman and Vice Chairman of MacAndrews & Forbes Incorporated and various affiliates from December 2015 to July 2019. 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 is a director of Revlon, Inc., Revlon Consumer Products Corporation and Scientific Games Corporation. During the past five (5) years, Mr. Schwartz also served as a director of Harland Clarke Holdings Corp. and M & F Worldwide Corp.
 
The Board of Directors supports and approves Mr. Schwartz’s nomination and continued service on our Board of Directors because of his extensive experience in the areas of mergers and acquisitions, legal and compliance through his service as a senior executive in a large, diversified holding company. Additionally, in connection with his role at MacAndrews & Forbes, Mr. Schwartz serves as a director of several public and private portfolio companies, which offers valuable alternative perspectives.

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Notice of Annual Meeting of Shareholders and Proxy Statement

 
Earl C. Shanks
 
AGE:
63
 
DIRECTOR SINCE:
2017
 
OTHER CURRENT
PUBLIC BOARDS:
Verint Systems Inc. 
 
   
 
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. Additionally, Mr. Shanks has served as a director of Verint Systems Inc. since July 2012.
 
The Board of Directors supports and approves Mr. Shanks’ nomination because of his financial expertise and significant public company experience as both a Chief Financial Officer and director.
 
       
 
E. Scott Urdang
 
AGE:
70
 
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 Center Square Capital Management, Inc.). CenterSquare Capital Management 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.
 
The Board of Directors supports and approves Mr. Urdang’s nomination and continued service on our Board of Directors because of his extensive experience, comprehensive, knowledge, and strong record of success in the real estate industry as an investor, developer, entrepreneur, and professor.



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

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Notice of Annual Meeting of Shareholders and Proxy Statement

 BOARD COMPOSITION
Our business and affairs are managed under the direction of our Board of Directors, which currently consists of seven (7) 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 shares entitled to vote.
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 which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our Board of Directors 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 BOARD’S 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 ("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:

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;

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

serving as principal liaison between the independent directors and the Chairman and between the independent directors and senior management;

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

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

ensuring that he is available for consultation and direct communications on behalf of the independent directors with major shareholders as appropriate.

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 management 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 and analyzing risks related to cybersecurity and, for that purpose, receiving reports from management regarding cybersecurity risks and countermeasures being undertaken or considered by the Company to prevent information security incidents, detect unusual activity, and to be prepared to respond appropriately should an incident occur. The Nominating and Corporate Governance Committee is responsible for overseeing the risks associated with the Company's ESG policies 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.

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Notice of Annual Meeting of Shareholders and Proxy Statement

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 “About” section.

2019 Committee Membership

 
NAME
 
 
AUDIT AND
COMPLIANCE
 
COMPENSATION
NOMINATING AND
CORPORATE
GOVERNANCE
 
Peter M. Carlino



 
Lili Lynton (1)
   
 
Joseph W. Marshall, III
Chair
 
 
E. Scott Urdang

Chair
 
Earl C. Shanks


 
James B. Perry

Chair
 
 
Barry F. Schwartz
   
 
Number of Committee Meetings Held in 2019
8
7
2
(1) Ms. Lynton was appointed to our Board, effective December 27, 2019.
During 2019, the Board held 13 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 2019 and each director (other than Ms. Lynton, who was subsequently appointed as 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.

Audit and Compliance Committee
The duties and responsibilities of the Audit and Compliance Committee are set forth in its charter, which is available on our website, and include, among other things, the following:

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

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

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

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

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

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

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

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

to annually review the Code of Conduct; and

to oversee the Company’s compliance program.
Our current Audit and Compliance Committee is comprised of Joseph W. Marshall, III (chair), Barry F. Schwartz and Earl C. Shanks. 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 Mr. Marshall and Mr. Shanks is an “audit committee financial expert” as that term is defined in Item 407(d)(5) of Regulation S-K of the Securities Exchange Act of 1934, as amended (the “Exchange 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.

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Notice of Annual Meeting of Shareholders and Proxy Statement

Compensation Committee
The duties and responsibilities of the Compensation Committee are set forth in its charter, which is available on our website, and include, among other things, the following:

to determine the compensation of our CEO and other executive officers;

to establish, review and evaluate employee compensation, plans, policies and procedures;

to review and approve any employment contracts, severance agreements or similar arrangement between the Company and any executive officer of the Company;

to review and discuss with management the relationship between the Company’s policies and practices for compensating employees, risk-taking incentives and risk management;

to review, monitor, and make recommendations concerning incentive compensation plans;

to oversee shareholder engagement with respect to executive compensation matters; and

to recommend the compensation of directors.
Our Compensation Committee is comprised of James B. Perry (chair) and E. Scott Urdang. David A. Handler, our previous chair of the Compensation Committee and a director, resigned from our Board, effective May 31, 2019. 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.

Nominating and Corporate Governance Committee
The duties and responsibilities of the Nominating and Corporate Governance Committee are set forth in its charter, which is available on our website, and include, among other things, the following:

review the structure, composition, eligibility and size of the Board and its committees, including the suitability of candidates and current directors, and make recommendations to the Board based on its review and analysis;

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;

oversee and review the Company’s strategies, activities, policies and communications regarding sustainability and ESG matters and make recommendations to the Board, including reviewing and recommending to the Board for approval, any guidelines, documents or policies, or any changes thereto, that comprise the Company’s ESG framework;

oversee shareholder engagement with respect to ESG matters;

review and assess succession planning;

oversee Board and committee evaluation;

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

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 maintain an appropriate balance of tenure, diversity, skills and experience on the Company’s Board.
Our Nominating and Corporate Governance Committee is comprised of E. Scott Urdang (chair), Joseph W. Marshall, III and Lili Lynton. 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.
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee is or was formerly an officer or employee of the Company 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 serves, or in 2019 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.

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Notice of Annual Meeting of Shareholders and Proxy Statement

DIRECTOR COMPENSATION
Our non-employee directors receive both cash and equity compensation for service on our Board.  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, FTI Consulting, Inc. ("FTI").  The Compensation Committee has engaged FPL Associates L.P. to serve as its independent compensation consultant for the year 2020. Our Board's compensation program for non-employee directors is designed to meet the following objectives:

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;

to attract and retain experienced, highly-qualified individuals to serve on our Board; and

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.
Annual Review Process
The Compensation Committee assesses the non-employee director compensation program on an annual basis.  With the assistance of the 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.
2019 Director Compensation
The Company paid director compensation in 2019 to each non-employee director as shown in the table below.

 
Schedule of Director Compensation for 2019
 
Annual Cash Retainer
$100,000
 
Annual Restricted Stock Award
Restricted Stock valued at $175,000
 
Committee Chair Retainer
$30,000 for the Audit and Compliance Committee
   
$20,000 for the Compensation Committee
   
$17,500 for the Nominating and Corporate Governance Committee
 
Committee Member Retainer
$15,000 for the Audit and Compliance Committee
   
$10,000 for the Compensation Committee
   
$8,750 for the Nominating and Corporate Governance Committee

The following table sets forth information on the compensation of all our non-employee directors for 2019:

 
2019 Compensation
 
 
Name
Fees
Earned or
Paid in
Cash ($)(1)
Stock
Awards (#)(2)
Stock
Awards ($) (2)
Total
Compensation
($)
Unvested Stock
Awards (#)(3)
 
David A. Handler (4)
 
9,402
303,779
 
303,779
 
 
 
Joseph W. Marshall, III
 
9,712
313,795
 
313,795
 
7,485
 
E. Scott Urdang
 
9,364
302,551
 
302,551
 
7,398
 
Earl C. Shanks
 
8,977
290,047
 
290,047
 
7,279
 
James B. Perry (5)
115,833
 
5,417
175,023
 
290,856
 
6,240
 
Barry F. Schwartz
115,000
 
5,417
175,023
 
290,023
 
6,108
 
Lili Lynton (6)
 
 
 
 
 


(1)
Cash fees include annual board retainer and, where applicable, committee retainers. Mr.Handler, Mr. Marshall, Mr. Urdang and Mr. Shanks elected to receive their annual cash retainer and committee fees in the form of restricted stock in 2019.
(2)
The amounts listed above are calculated based on the closing price on the day prior to grant date and vest quarterly over a one-year period.
(3)
Represents unvested restricted stock awards outstanding as of December 31, 2019 for grants made in 2019 and in prior years.
(4)
Mr. Handler resigned on May 31, 2019, at which time all of his outstanding awards vested.
(5)
Mr. Perry was appointed Chairman of the Compensation Committee following Mr. Handler's departure.
(6)
Ms. Lynton was appointed to our Board, effective December 27, 2019 and did not receive any compensation for the fiscal year ended December 31, 2019.

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Notice of Annual Meeting of Shareholders and Proxy Statement

Director Stock Ownership Guidelines
Our Board 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, equity with a value equal to five times the annual cash retainer indicated above. These guidelines must be satisfied by the later of March 22, 2023 or the fifth anniversary of the applicable non-employee director’s appointment or election.  As of December 31, 2019, four of six non-employee directors were in compliance with the ownership guidelines set forth above, with the only exceptions being a director that was appointed to the Board in 2017 that has two more years to achieve compliance and a director appointed to the Board in 2019 that has approximately five more years to achieve compliance.

COMMUNICATIONS WITH THE BOARD OF DIRECTORS
The Board 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 Boulevard, 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 Board 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 of the Board of Directors is responsible for evaluating and recommending eligible candidates for membership on our Board, including director nominees suggested by, among others, other Board members, management and shareholders.The Nominating and Corporate Governance Committee is also responsible for examining the composition of the Board 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 will also consider, among other considerations set forth in the Company’s Corporate Governance Guidelines,:

a candidate’s background and skills, including financial literacy, independence, and the contribution he or she would make in light of the Company’s business strategy;

a candidate’s ability to meet the suitability requirements of all relevant regulatory authorities;

a candidate’s ability to represent the interests of the shareholders;

a candidate’s ability to work constructively with the Company’s management and other directors; and

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.
The Nominating and Corporate Governance Committee Charter and the Corporate Governance Guidelines are available on our website, www.glpropinc.com, under the “About” section.
Commitment to Board Diversity

The Board is focused on ensuring that it is composed of individuals with an appropriate balance of diverse backgrounds, experiences, skillsets, perspectives, demographics (including, gender, race, ethnicity and age), tenure, analytical ability and viewpoints. 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 Board diversity (including, gender, race, ethnicity and age). The Board also confirms that the Company's policy of non-discrimination applies in the selection of directors.

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Notice of Annual Meeting of Shareholders and Proxy Statement

The Nominating and Corporate Governance Committee’s view on the topic of diversity is multifaceted and includes, but is not limited to, gender, race, ethnicity, age, education, tenure, background, professional experience and independence.  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 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. In furtherance of its commitment to diversity, the Nominating and Corporate Governance Committee will include these criteria in searches performed by third parties engaged to identify qualified director nominee candidates.

As part of our commitment to diversity, the Nominating and Corporate Governance Committee recommended, and the Board approved, the appointment of Lili Lynton to our Board, effective December 27, 2019. The Board and the Nominating and Corporate Governance Committee recognize the value of gender, race, ethnic and age diversity and are focused on the inclusion of more women and people of color on the Board. In 2020, the Nominating and Corporate Governance Committee further revised and expanded upon its formal commitment to diversity in both its charter and the Company's Corporate Governance Guidelines.
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 are in proper written form and 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 nor more than 150 days prior to the anniversary date of the immediately preceding annual meeting of shareholders. 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 Exchange Act.
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 Amended and Restated Bylaws:

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

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

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

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

a completed and signed questionnaire, multi-jurisdictional personal 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 such additional information, documents, instruments, agreements and consents as may be deemed useful to the Board of Directors to evaluate whether such shareholder or beneficial owner is an Unsuitable Person.
Any notice pertaining to a shareholder recommendation for nomination for election or re-election as a director, must also include the following information:

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

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

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Notice of Annual Meeting of Shareholders and Proxy Statement


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

a description 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;

a completed and signed questionnaire, 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 such additional information, documents, instruments, agreements and consents as may be deemed useful to the Board of Directors to evaluate whether such nominee is an Unsuitable Person; and

the written representation and agreement (in the form provided by the Secretary upon written request) of the recommended nominee that he or she (1) is not and will not become a party to voting commitment that has not been disclosed to the Company or that could limit or interfere with such person’s ability to comply, if elected as a director of the Company, with such person’s fiduciary duties under applicable law, (2) is not and will not become a party to any compensation arrangement with any person or entity in connection with service or action as a director that has not been disclosed, and (3) in such person’s individual capacity, and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Company, and will comply with all applicable publicly disclosed corporate governance and other policies and guidelines of the Company.
Any notice as to any business other than a recommendation for nomination of a director or directors that the shareholder proposes to bring before the meeting, must also set forth (1) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such shareholder and beneficial owner, if any, in such business, (2) a description 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 (3) the text of the proposal or business (including the text of any resolutions proposed for consideration).

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Notice of Annual Meeting of Shareholders and Proxy Statement

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS
The Compensation Committee is responsible for the Company’s executive compensation program. For purposes of the following Compensation Discussion and Analysis (“CD&A”), the terms “Committee” or “we” or “our” refer to the Compensation Committee of the Board.
The following CD&A describes our compensation philosophy, objectives and policies and how these are reflected in the compensation program for our NEOs. Our NEOs for 2019 were:

Name
Title
Peter M. Carlino
Chairman and Chief Executive Officer
Steven T. Snyder (1)
Senior Vice President and Chief Financial Officer
Brandon J. Moore
Senior Vice President, General Counsel and Secretary
Desiree A. Burke
Senior Vice President and Chief Accounting Officer
Matthew Demchyk
Senior Vice President, Investments
(1)  Steven T. Snyder was appointed Chief Financial Officer on March 11, 2019 and served as Interim Chief Financial Officer from May 4, 2018 until such appointment.
Executive Compensation Reference Guide
 
Executive Summary
29
 
Compensation Philosophy and Objectives
32
 
Key Compensation Practices
33
 
Annual Review and Approval Process
34
 
Overview of 2019 Compensation
37
 
Overview of Compensation Program for 2020
41
 
Employment Agreements
42
 
Other Compensation-Related Policies
42
 
Compensation Committee Report
44
 
Summary Compensation Table
45
 
All Other Compensation Table
46
 
2019 Grants of Plan-Based Awards
47
 
Outstanding 2019 Equity Awards at Fiscal Year-End
49
 
2019 Option Exercises and Stock Vested
51
 
2019 Nonqualified Deferred Compensation
52
 
Potential Payments Upon Termination or Change-of-Control
53
 
CEO Pay Ratio
55
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Notice of Annual Meeting of Shareholders and Proxy Statement

Executive Summary

GLPI emerged in November of 2013 as the first triple-net REIT focused entirely on the ownership and leasing of gaming properties, establishing a new category of gaming REITs that now consists of three publicly traded companies. As of December 31, 2019, our portfolio consisted of 44 gaming and related facilities spanning 16 states.

Given the unique nature of our business model, the management of our Company requires a specialized skill set that requires our executives to have knowledge and expertise in both the gaming and real estate industries. The Compensation Committee is committed to design and maintain an executive compensation program that attracts and retains top executive talent with the necessary experience in, and understanding of, gaming assets while recognizing that the overall construct of the compensation program reflects the Company’s operation as a triple-net REIT.
2019 Performance Highlights

GLPI’s disciplined approach to capital allocation and prudent management of the balance sheet led to increased shareholder value and continued strong financial performance in 2019, including:


Delivered a 43% TSR in 2019

The Company's TSR for the three-year period ending December 31, 2019 ranked first among the Company's triple-net REIT measurement group and in the top 10% of REITs in the US MSCI REIT Index

Annual dividend increased by 7% in 2019 and by 32% since our formation

AFFO per share continued to grow at a strong rate, increasing by 8% in 2019 and 32% since our formation

Completed $1.1 billion in new unsecured notes with proceeds used to extinguish certain amounts under the Company's credit facility and a partial tender for the Company's outstanding unsecured notes due in 2020

Committed to board diversity with the addition of a female board member








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Notice of Annual Meeting of Shareholders and Proxy Statement


(1)
December 31, 2014 excludes one-time dividends of $11.84 and $0.40 per share paid to our shareholders on February 18, 2014 and December 19, 2014, respectively.
(2)
AFFO and AFFO per share are non-GAAP financial measures. AFFO per share is calculated using the Company’s outstanding number of shares on a fully diluted basis. AFFO is FFO as defined by the National Association of Real Estate Investment Trusts (net income, excluding gains or losses from sales of property and real estate depreciation) excluding stock based compensation expense, debt issuance costs amortization, other depreciation, amortization of land rights, straight-line rent adjustments, direct financing lease adjustments, losses on debt extinguishment, retirement costs and goodwill impairment charges reduced by maintenance capital expenditures. For a complete discussion of our financial performance in 2019 and additional information on non-GAAP financial measures presented in this Proxy Statement, please see our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC, a copy of which is included in the Annual Report to Shareholders made available to shareholders in connection with this Proxy Statement.

Executive Compensation Highlights

Highlights of our overall 2019 executive compensation program are outlined below, with details discussed more fully throughout CD&A:


No increases to our CEO’s pay opportunity since our formation, including the following:

No increase in base salary

No increase in annual bonus payout opportunities

No increase in the number of shares awarded in each year


Approximately 75% of our NEOs’ pay opportunity is variable, performance-based compensation tied to the achievement of predetermined quantitative performance criteria designed to drive shareholder value:

80% of our annual performance cash bonus program is tied to the achievement of objective, financial performance goals, including AFFO, dividends and acquisitions

70% of the value of equity awards continue to be at-risk and are contingent upon the Company achieving rigorous total shareholder return hurdles over a three-year performance period

These two components of “at risk” compensation represent a significant portion of management’s total compensation opportunity:









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

Maximum payout under the cash bonus program requires exceptional performance

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

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


In lieu of employment agreements, we adopted the Executive Change in Control and Severance Plan in 2019 to provide certain of the Company’s senior management employees 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.

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We actively engage with our shareholders on our compensation program, which has resulted in numerous changes over the past several years. During 2019, members of the Company’s management team participated in more than 200 meetings and calls with investors.

In addition, we are committed to strong corporate governance and have implemented the following corporate governance policies over the years:

Share ownership guidelines for our executive officers and non-employee directors

Clawback policy that applies to all executive officers to recover incentive compensation under certain circumstances

Anti-hedging policy that prohibits trading in puts, calls, options or other derivative instruments derived from the value of the Company’s stock

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

Increased board diversity with the appointment of a female board member

Our Unique Business Model

Our Company’s unique business model is not directly comparable to most publicly-traded REITs due to the following:

We are exclusively focused on the acquisition and development of gaming properties

Acquiring gaming properties from taxable corporations includes complex tax, accounting, legal and structural issues

Our executives require knowledge and expertise in both the real estate and gaming operations to balance our strategic initiatives with our unique structure

We compete for talent and assets with not just REITs, but with companies in the highly competitive gaming industry

This poses a challenge in structuring the Company’s executive compensation program as it requires us to balance numerous objectives. In structuring our Company’s compensation program, the Compensation Committee carefully considers the factors above in addition to the Company’s performance, shareholder feedback, industry and general market trends in compensation, as well as the advice and recommendations of our independent compensation consultant.

We are focused on attracting and retaining executives with the knowledge and experience to grow shareholder value and continue to position the Company as a market leader in an increasingly competitive business environment. Gaming REITs MGM Growth Properties LLC (created by MGM Resorts International ("MGM")) and VICI Properties Inc. (which emerged from the Caesars Entertainment Corporation bankruptcy) are our most direct competitors.  We carefully consider these companies in our evaluation of our compensation program, however, MGM Growth Properties LLC is unique among gaming REITs in that it is majority owned and controlled by MGM and primarily accountable to one shareholder – which makes any direct comparison between our Company and MGM Growth Properties LLC more difficult.

Due to the fact that we have few direct competitors in our unique business environment, the Compensation Committee took a more holistic view of the Company’s business and competitor set in order to appropriately assess our compensation program.
The Compensation Committee determined that the Company’s competitors consist of two distinct groups of companies:


Companies with whom we compete for investors and capital – Gaming REITs and Triple-Net Lease REITs

Companies with whom we compete with for talent and assets – Gaming Operators

Together with the independent compensation consultant, the Committee structured the 2019 executive compensation program with this peer set in mind (see page 31 for a list of the Company's peers) to attract and retain the talent necessary to drive growth in a REIT structure through the acquisition of gaming assets.
Shareholder Outreach
The Company’s shareholder base has changed dramatically since its spin-off from Penn in 2013 when shareholders were predominately gaming investors. Today, the Company’s largest shareholders are REIT and index-oriented institutional investors. With the change in the composition of the Company's shareholders, the concerns of shareholders have changed and the Company has listened and responded.  During last several years, the Company has made meaningful changes to its corporate governance structure and compensation programs as a result of issues raised by shareholders.
In 2019, the Company expanded its executive management team with the addition of Matthew Demchyk.  Mr. Demchyk brought fifteen years of successful capital allocation experience in the REIT sector to the Company and greatly expanded the Company's engagement with investors in 2019.  In over 200 meetings, Mr. Demchyk, along with Mr. Carlino and/or Mr. Snyder on many occasions, engaged with REIT investors, gaming investors, hedge funds, retail investors, pension and sovereign funds as well as other investors.  These meetings included one-on-one engagement as well as group settings at conferences at industry events, such as NAREIT, the Global Gaming Expo and institutional bank-sponsored events, and in-person meetings in investors' offices.
In addition to the extensive investor engagement described above, the Company also engaged in routine investor outreach to the corporate governance teams at the top 20 shareholders as well as significant shareholders that either withheld votes or voted against the recommendations of the Board. The Board believes that it is important to understand the reasons why shareholders choose not to support certain of the Board’s recommendations and to discuss the Company’s governance structure and initiatives that shareholders would like the Board to consider in the upcoming year. Members of management and directors, including Compensation Committee members, were offered as participants.

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The Company presents a shareholder advisory vote on executive compensation on an annual basis.  At the Company’s 2019 Annual Meeting of Shareholders, 82% of the voted shares approved such advisory vote.
Compensation Philosophy and Objectives
Objectives of Compensation Program
The overall objective of the Company’s executive compensation program is to compensate members of management in a manner that most effectively incentivizes them to maximize shareholder value over time without taking undue financial risks. At the same time, the executive compensation program is intended to enable the Company to attract and retain the executive talent needed to grow and further its strategic initiatives.  The acquisition of real property assets by a REIT from a taxable corporation presents unique and complex tax, accounting, legal and structural issues. Unfortunately, gaming assets are generally owned by corporations and a failure of the Company’s management team to identify latent tax, accounting and legal issues can result in a transaction that appears to be accretive on the surface, but results in a reduction of AFFO and dividend distributions when the full impact is realized. It is imperative that the Company’s management team have the experience and skills necessary to recognize and solve these problems. With these goals in mind, the Company’s compensation objectives are to:

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

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

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

Compensation Philosophy
To support the Company’s compensation program objectives, we have adopted and annually review and confirm a compensation philosophy that serves as the guide for all executive compensation decisions. Our compensation philosophy is as follows:
The Company intends to maintain an executive compensation program that will help it attract and retain the executive talent needed to grow and further the strategic interests of the business. To this end, the Company provides a compensation and benefits program designed to be sufficiently attractive to provide talented executives with good reason to remain with the Company and continue in their efforts to improve shareholder value. The Company’s program is designed to motivate and reward executives to achieve and exceed targeted results. Pay received by the executives will be commensurate with the performance of the Company and their own individual contributions.
We believe that it is in the long-term best interests of the Company to provide a significant portion of each executive’s compensation in the form of equity incentive awards. However, we also believe that it is important to provide base salaries that do not motivate or encourage executives to take excessive risks to ensure future financial security, particularly in light of the complex tax, accounting and legal issues inherent in the Company’s transactions. To balance these goals, we believe that the appropriate compensation program includes (a) fixed and performance-based cash and (b) service and performance-based equity incentive awards. We focused on the appropriate balance of each of these components in developing our 2019 executive compensation program.
Key Compensation Practices
The Committee, in consultation with our independent compensation consultant and management team, continually evaluates and considers compensation practices identified as “best practices” by various market constituents. We incorporated into our compensation program the practices we believe will most effectively support the Company’s continuing efforts to create shareholder value, including:

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

compensation largely based on multiple performance metrics, including dividends, adjusted funds from operations and relative total shareholder return;

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

double trigger acceleration of incentive awards in the event of a change-of-control;

share ownership requirements for executive officers and directors;

established maximum bonus opportunities; and

capped performance-based equity awards at target if total shareholder return is negative.

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We will continue to evaluate and consider input from our shareholders and emerging “best practices” to ensure that our compensation program contains the features necessary to properly align the interests of our executives with the interests of our shareholders without encouraging undue risk.
We have also taken steps to protect shareholder interests and promote shareholder value in both the design and administration of the Company’s equity compensation program. Under the terms of the Plan, awards to employees are administered by the Committee and will generally include vesting schedules designed to encourage employees to focus on the long-term success of the Company by requiring employees to remain with the Company for a number of years before all of their awards may be settled. Further, the Plan neither permits the exercise price of outstanding stock options or stock appreciation rights to be reduced nor permits the grant of discounted stock options or stock appreciation rights.
Annual Review and Approval Process
Role of the Committee
The Committee annually reviews and approves the executive compensation packages for our CEO and each of the other executive officers as well as confirms and approves performance-based awards earned for the most recently completed year. In establishing compensation packages, the Committee considers numerous factors and data, including:

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

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

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

the ability to enter into definitive acquisition agreements for properties that will be accretive to the Company’s AFFO and dividend;

the Company’s performance relative to its REIT peers;

the performance of the Company’s properties in Perryville, Maryland and Baton Rouge, Louisiana;

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

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

compensation structure and performance goals of our REIT peers;

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

the performance of previous performance-based equity incentive awards.
The Committee reviews this information with its compensation consultant and certain members of the executive management team to revise or confirm the compensation packages for each executive officer. One of our goals is to ensure that base salaries and total compensation packages are appropriate to attract and retain executives with the gaming and real estate experience necessary to create long-term shareholder value. We will also alter performance measures and/or the mix of cash and long-term equity incentive awards as necessary to ensure that management incentives continue to be aligned with shareholders.
Role of Management
The Company’s CEO and Chief Financial Officer ("CFO") work closely with the Committee to analyze relevant peer data and to determine the appropriate base salary, cash bonus and incentive award levels for each member of the executive management team. However, while the Committee values the judgment and input from the CEO and CFO, and considers their recommendations, the Committee ultimately retains sole discretion to approve the compensation packages for each member of the executive management team.
Role of Compensation Consultant
We retained FTI to advise us on compensation-related matters in 2019. We selected FTI because of its experience in assisting other REITs in determining the optimal type and balance of cash and incentive award components in a manner intended to align the interests of management and shareholders while being competitive. In addition to other tasks, FTI worked with management and the Committee to develop a peer group for use in structuring the Company’s executive compensation program. FTI and the Company reviewed the peer group annually to ensure that it provided an accurate representation of the Company’s structure and operations. A description of the process and rationale utilized for selecting our 2019 peer group is described below.
The Committee determined that no conflict of interest existed between FTI and the Company (including the Company’s Board of Directors and the Company’s management) pursuant to Item 407(e)(3)(iv) of SEC Regulation S-K. Neither FTI nor any affiliate provided additional services to the Company or its affiliates in excess of $120,000 during 2019.
FTI reviewed the current compensation of each executive officer on several levels, including consideration of (a) cash versus equity-based incentive awards; (b) fixed versus variable compensation, (c) service-based vesting versus performance-based vesting and (d) short-term awards versus long term incentive awards. In addition, FTI provided the Committee with information regarding the compensation levels of executive officers in our selected peer group, as well as, current compensation “best practices” and trends in the REIT and gaming industries. Based on all of the available information and discussions with the CEO and CFO, FTI provided its recommendation to the Committee as to the appropriate compensation of each executive officer or confirmed for the Committee that the suggested compensation packages were reasonable.

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The Committee engaged FPL Associates L.P. ("FPL") as its compensation consultant for 2020.  The Committee anticipates that FPL will provide services similar in scope and content to those previously provided by FTI.
Peer Group
In selecting and reviewing the Company’s peer group, FTI and the Company utilize a set of criteria that they believe captures the key areas of the Company’s business and the experience necessary for its executives. FTI and the Company review the peer group at the end of each year to ensure that it reflects the realities of the environment in which the Company generates its revenue and competes for talent and assets. The criteria are as follows:

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

gaming companies with whom the Company competes for talent;

triple-net REITs with revenues primarily derived from triple-net leases; and

companies with a total enterprise value ranging from 0.5x to 2.5x that of the Company.


Applying these criteria, FTI recommended, and the Committee approved, the following peer group for 2019:
  Triple-Net REITs
Gaming Companies
Alexandria Real Estate Equities, Inc.
Boyd Gaming Corporation
EPR Properties
Caesars Entertainment Corporation
MGM Growth Properties LLC
MGM Resorts International
National Retail Properties, Inc.
Penn National Gaming, Inc.
Omega Healthcare Investors, Inc.
Wynn Resorts, Limited
Realty Income Corporation

Spirit Realty Capital, Inc.
 
STORE Capital Corporation
 
Uniti Group, Inc.
 
VEREIT, Inc.
 
VICI Properties Inc.
 

The majority of these peer companies share some, but not all, aspects of the Company's business model given the unique nature of its business, which includes management of casino operations. While each peer company is not entirely comparable to GLPI, 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:

the peer group is over-weighted toward triple-net REITs (represents more than two-thirds of the peer group); and

our implied equity market capitalization and total enterprise value equates to the approximate median of the peer group.
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 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. 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 without encouraging unnecessary or excessive risk taking.

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Overview of 2019 Compensation
Elements of Compensation
The 2019 compensation program was weighted towards 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 management 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 (a more detailed description of each element is provided below):

 
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 to implement the Company’s growth strategy
 
Annual Performance Cash Awards
Cash compensation with 80% tied to achievement of pre-determined quantitative performance goals and 20% tied to qualitative performance
Provide incentives for executives to enter into accretive transactions that result in growing dividend distributions and AFFO
Motivates the achievement of short-term corporate objectives that are aligned with our annual budget and business plan; 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 compensation to enhance retention and encourage long-term growth
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 total shareholder return measured against the US MSCI Index and triple-net REIT peers
Provide a significant portion of total potential compensation tied to long-term stock performance
Aligns executive and shareholder interests and rewards long-term stock performance with no payout for under-performance
In 2019, the total potential compensation opportunity of the Company’s NEOs consisted of approximately 75% of performance-based and/or “at risk” compensation and approximately 25% of fixed compensation (of which approximately 14% was base salary and 11% service-based restricted stock awards).
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 in the gaming industry so that the Company can attract and retain high-performing 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 and legal 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 2019 base salaries for each of the NEOs.

Executive
2019
Salary
Change
Chairman and Chief Executive Officer
$1,808,468
No Change Since 2012
Senior Vice President and Chief Financial Officer
$569,841
No Change Since 2018
Senior Vice President, General Counsel and Secretary
$425,000
 No Change Since 2016
Senior Vice President and Chief Accounting Officer
$400,000
No Change Since 2016
Senior Vice President, Investments
$360,000
Hired on February 4, 2019
Annual Performance Cash Awards

For 2019, the Committee continued the performance-based annual cash incentive bonus program designed to motivate the executive officers and other members of the management team to achieve certain Company growth objectives that we believe were most likely to increase shareholder value. The program was based on the achievement of a number of specific performance criteria focused on the Company’s annual strategic goals and business plan. For 2019, the annual cash bonus for each named executive officer was comprised of three components:

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Notice of Annual Meeting of Shareholders and Proxy Statement

Performance Metric
Weighting
Rationale for Inclusion
AFFO Growth
50%
Motivates management to responsibly deploy capital and focus on profitability
Dividend Growth
30%
Encourages management to focus on the payout to shareholders
Subjective/Individual
20%
Recognition of individual success
With respect to the AFFO and dividend components, a cash bonus could have been earned at three different achievement levels: Threshold; Target; and Maximum.  The achievement levels established by the Committee for 2019 are set forth below.
 
Component
Threshold
Target
Maximum
 
AFFO Growth
Annual AFFO per share
of $3.35
Annual AFFO per share
of $3.40
Annual AFFO per share
of $3.45
 
Dividend Growth
Fourth quarter dividend
per share of $0.68
Fourth quarter dividend
per share of $0.685
Fourth quarter dividend
per share of $0.70
       
In 2019, the Company achieved annual AFFO of $3.44 per share and paid $0.70 per share in fourth quarter dividends. The NEOs were also awarded the maximum discretionary bonus, primarily as a result of (a) successfully obtaining refinancing with attractive rates and in a manner that extended the Company's debt maturities and reduced the amount of short-term debt and cost of debt volatility, (b) expanding the Company's shareholder base through extensive engagement, (c) successfully navigating complex regulatory issues, and (d) strong individual efforts.  As a result, the cash bonus paid to the NEOs for 2019 was 97% of the maximum.
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.
 
Executive
Threshold
Target
Maximum
 
Chairman and Chief Executive Officer
50
%
100
%
200
%
 
Senior Vice President and Chief Financial Officer
50
%
100
%
200
%
 
Senior Vice President, General Counsel and Secretary
37.5
%
75
%
150
%
 
Senior Vice President and Chief Accounting Officer
37.5
%
75
%
150
%
 
Senior Vice President of Investments
25
%
50
%
100
%

The following table indicates the actual amount paid to each named executive officer as a percentage of annual base salary for 2019 for the annual performance cash awards described above:
 
Executive
 
Actual Bonus
Percent of
Base Salary
Actual
Payment
 
Chairman and Chief Executive Officer
194%
$
3,508,426
 
 
Senior Vice President and Chief Financial Officer
194%
$
1,105,492
 
 
Senior Vice President, General Counsel and Secretary
146%
$
618,375
 
 
Senior Vice President and Chief Accounting Officer
146%
$
 582,000
 
 
Senior Vice President, Investments
89%
$
320,100
 


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 growth goals, the long-term performance equity award program was designed to focus management 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 we believe is integral to the Company’s success.

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Notice of Annual Meeting of Shareholders and Proxy Statement

The Committee believes that the long-term performance-based equity award program has been effective in focusing management on the Company’s long-term performance in relation to its peer group and provides an effective balance against the short-term Company growth goals reflected in the cash bonus program. Awards have three-year cliff vesting with the amount 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 are based on the Company’s three-year total shareholder return 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 2019 is set forth below.

Triple-Net REITs
 
Agree Realty Corporation
Omega Healthcare Investors
 
Alexandria Real Estate Equities
One Liberty Properties
 
CareTrust REIT, Inc.
Realty Income Corporation
 
EPR Properties
Sabra Health Care REIT, Inc.
 
Four Corners Property Trust
Seritage Growth Properties
 
Getty Realty
Spirit Realty Capital
 
Gladstone Commercial Corporation
Spirit MTA REIT(1)
 
Global Net Lease
STAG Industrial Group
 
Lexington Realty Trust
STORE Capital Corporation
 
LTC Properties
Uniti Group, Inc.
 
Medical Properties Trust, Inc.
VEREIT, Inc.
 
MGM Growth Properties LLC
VICI Properties Inc.
 
National Retail Properties
W. P. Carey Inc.
(1) Spirit MTA REIT liquidated its assets effective January 1, 2020 and will be removed from the 2019 performance peer group.

The vesting schedule provides for target vesting at the 50th percentile, threshold at the 25th percentile and maximum at the 75th percentile, with linear vesting in between achievement levels. Vesting is capped at target if TSR for the measurement period is negative over the three-year performance period.

The performance hurdles and levels of opportunity for performance-based restricted stock awards granted in 2019 are set forth below.
  Level
Relative TSR Hurdles (%)
Payout Percentage
Below Threshold
< 25th percentile
0%
Threshold
25th percentile
50%
Target
50th percentile
100%
Maximum
75th percentile
200%

The following table sets forth the target number of performance-based awards granted to each named executive officer in 2019.
 
Executive
Target Performance-Based
Equity Awards
 
Chairman and Chief Executive Officer
110,000
 
Senior Vice President and Chief Financial Officer
40,000
 
Senior Vice President, General Counsel and Secretary
25,000
 
Senior Vice President and Chief Accounting Officer
25,000
 
Senior Vice President, Investments
25,000

In 2019, upon the promotion of our Senior Vice President and Chief Financial Officer, his target award was increased by 5,000 shares to reflect his role and increased responsibility as the Company’s principal financial officer. Target awards for all other NEOs remained unchanged, including for our CEO who has not received an increase in the target number of performance-based equity awards since our formation.

The performance awards granted in January 2017 were each earned as of December 31, 2019 above the 80th percentile as a result of the Company’s relative TSR ranking compared to the MSCI US REIT index and the triple-net REIT group for the measurement period.  The following table shows the status of the performance awards granted in each of 2014 through 2019.

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Notice of Annual Meeting of Shareholders and Proxy Statement

Program
Performance
Period
Performance Metric
Actual Performance
Status as of 12/31/19(1)
2019
Performance
Awards
January 2019-December 2021
Relative TSR vs.
MSCI US REIT Index and
Select Triple-Net Lease REITs
Matures 12/31/2021
Relative TSR as of 12/31/2019 would result in 200% of
the target award
2018
Performance
Awards
January 2018 -
December 2020
Relative TSR vs.
MSCI US REIT Index and
Select Triple-Net Lease REITs
Matures 12/31/2020
Relative TSR as of 12/31/2019 would result in 200% of MSCI US REIT-based target award and 161% of the triple-net lease-based target award
2017
Performance
Awards
January 2017 -
December 2019
Relative TSR vs.
MSCI US REIT Index and
Select Triple-Net Lease REITs
Both measures above the 80th Percentile
200% of
the target award was earned
2016
Performance
Awards
January 2016 -
December 2018
Relative TSR vs.
MSCI US REIT Index
Above 80th Percentile
200% of
the target award was earned
2015
Performance
Awards
January 2015 -
December 2017
Relative TSR vs.
MSCI US REIT Index
Above 80th Percentile
200% of the
target award
was earned
2014
Performance
Awards
January 2014 -
December 2016
Relative TSR vs.
MSCI US REIT Index
Below 25th Percentile
0% of the target
award was
earned
(1) As of the date of this Proxy Statement, the operations of the Company's tenants and its operating subsidiaries have been significantly impacted by the global coronavirus (COVID-19) outbreak.  As a result, the Company's stock price has been significantly impacted and the information set forth below for the 2018 and 2019 Performance Awards as of December 31, 2019 may not be indicative of the actual performance of these awards.  As of March 31, 2020, the Company's three-year TSR was negative, which would result in all of the 2018 and 2019 awards being capped at the target level if the award performance was finally determined as of that date.
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 established a service-based retention equity award program for 2019. A significant amount of each named executive officer’s compensation is tied to performance and we recognize that there is also a need for an additional retention component of our compensation structure. Therefore, we believe that service-based awards serve as a critical retention tool, recognizing that while the vesting of such awards is unrelated to performance, the value is directly correlated with the Company’s share price. 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 in each year, with periodic modifications to reward executives for performance or increased responsibilities. 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 named executive officer for 2019 was as follows:
 
Executive
  Number of
Shares
 
Chairman and Chief Executive Officer
55,000
 
Senior Vice President and Chief Financial Officer
20,000
 
Senior Vice President, General Counsel and Secretary
15,000
 
Senior Vice President and Chief Accounting Officer
15,000
 
Senior Vice President, Investments
12,500

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Notice of Annual Meeting of Shareholders and Proxy Statement

In 2019, the service-based equity awards were increased by 2,500 shares for the Senior Vice President, General Counsel & Secretary; and Senior Vice President and Chief Accounting Officer in order to reward each individual for such individual's strong performance and for the Senior Vice President and Chief Financial Officer upon his promotion as the principal financial officer.

Our CEO has not received an increase to the number of shares awarded as a service-based equity award since our formation.
Overview of Compensation Program for 2020

We believe that the compensation program for the Company’s NEOs in 2019 continued to provide the right balance between performance-based and fixed compensation to properly align the interests of management with shareholders without encouraging undue financial risks. Consequently, for 2020, the Committee decided to continue the overall compensation program, including no increases to base salaries, and granting the same number of long-term performance-based equity and service-based equity awards.

As of the date of this Proxy Statement, the operations of the Company's tenants and its operating subsidiaries have been significantly impacted by the global coronavirus (COVID-19) outbreak.  Prior to the outbreak, the Committee was in the process of finalizing the Company's formulaic cash bonus program similar to 2019.  However, with the full impact of the COVID-19 outbreak on the Company far from certain, the Committee was not able to set meaningful, achievable targets for the 2020 cash bonus program.  For the present time, the Committee has determined to subjectively evaluate the cash bonus program  and to identify appropriate goals once the Committee has an opportunity to fully evaluate the impact of the COVID-19 outbreak on our business, which goals may include management's ability to successfully guide the Company through this unprecedented crisis.

For the 2020 peer group, we removed Uniti Group, Inc. due to an implied equity market capitalization of less than 0.5x GLPI.  We also added (1) Medical Properties Trust, Inc. due to the fact that it is a triple-net lease REIT that falls within the size parameters and also requires its executives to possess industry expertise in the underlying asset class to effectively manage its operations and (2) W.P. Carey Inc., which currently fits within the size parameters and whose portfolio is over 75% triple-net leased.

Triple-Net REITs
Gaming Companies
Alexandria Real Estate Equities, Inc.
 Boyd Gaming Corporation
EPR Properties
Caesars Entertainment Corporation
Medical Properties Trust, Inc.
MGM Resorts International
MGM Growth Properties LLC
Penn National Gaming, Inc.
National Retail Properties, Inc.
Wynn Resorts, Limited
Omega Healthcare Investors, Inc.

Realty Income Corporation

Spirit Realty Capital, Inc.
 
STORE Capital Corporation

VEREIT, Inc.
 
VICI Properties Inc.
 
W.P. Carey Inc.
 
Deferred Compensation
The Company does not maintain any defined benefit pension programs for its executives. The Company maintains an elective non-qualified deferred compensation plan for executives. Pursuant to the plan, the Company’s contributions under the plan are equal to 50% of the participant’s deferral for the first 10% of the salary and/or bonus deferred, subject to a maximum annual Company contribution equal to 5% of the participant’s salary and/or bonus. All amounts credited to an executive’s account are notionally invested, as directed by the executive, in commonly available mutual funds, and the Company does not guarantee any minimum returns. The plan is unfunded and benefits are paid from the Company’s general assets. However, the Company currently contributes funds into a grantor trust on a monthly basis in respect of these deferred compensation obligations. The Company generally sets aside separately the amounts deferred by the executives and the matching contributions thereon and, to protect against excess liabilities, invests such amounts in the mutual funds notionally selected by each executive. The deferred compensation program is described in more detail under the heading 2019 Nonqualified Deferred Compensation of this Proxy Statement.

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Notice of Annual Meeting of Shareholders and Proxy Statement

Benefits and Perquisites
We believe that executives should be offered customary benefits and perquisites that are reasonable relative to the benefits provided to all employees, are consistent with competitive practices among the Company’s peer group and, in certain circumstances, may address a particular reasonable issue or concern of an executive. The standard benefits offered  to all of the Company’s employees include medical, dental and vision insurance, group life insurance, short and long-term disability and a 401(k) with certain contributions matched by the Company (50% of employee contributions, subject to applicable contribution limits). Consistent with the objectives described above, the Company also provides certain executive officers with additional supplemental benefits and perquisites, including in limited instances, use of the Company’s private aircraft where individual circumstances merit. The description and value of such supplemental benefits and perquisites in 2019 can be found on the All Other Compensation Table of this Proxy Statement.
Employment Agreements
None of the NEOs has an employment agreement with the Company.
Other Compensation-Related Policies
Stock Ownership Guidelines
The Compensation Committee believes that it is important for executive officers and non-employee directors to have a financial stake in the Company such that their interests are more closely aligned with those of the Company’s shareholders. Accordingly, the Committee has established stock ownership guidelines for our executive officers and non-employee directors. Each executive and non-employee director is expected to acquire, and continue to hold during the term of his or her employment, equity with a value equal to the multiple of his or her annual base salary/cash retainer as indicated below. These guidelines must be satisfied within five years of the date of adoption of these guidelines, or the fifth anniversary of the executive officer’s or non-employee director’s appointment, whichever is later.

Title
Multiple
Non-Employee Directors
5x Annual Cash Retainer
Chairman and Chief Executive Officer
5x Base Salary
Senior Vice President and Chief Financial Officer
3x Base Salary
Senior Vice President, General Counsel and Secretary
2x Base Salary
Senior Vice President and Chief Accounting Officer
2x Base Salary
Senior Vice President, Investments
 2x Base Salary
As of December 31, 2019, all of executive officers and four of six non-employee directors were in compliance with the ownership guidelines set forth above, with the only exceptions being a director added to the Board in 2017 and a director added in 2019, each of whom have additional time under the guidelines to achieve compliance.
Hedging and Pledging Policy. We believe that equity ownership fosters an atmosphere where directors and officers “think like owners” and are motivated to increase the long-term value of the Company by aligning their interests with those of the Company’s shareholders. Accordingly, we have adopted policies generally restricting each of the Company’s directors and executive officers from engaging in hedging transactions or pledging Company shares.
Compensation Clawback Policy. The Company has a commitment to ensure that its executive officers adhere to the highest professional and personal standards. Accordingly, the Company’s policy is that misconduct by any executive officer that leads to a restatement of the Company’s financial results could subject executive officers to disgorge prior compensation to the extent such compensation would not have been earned based on the restated financial statements. In light of the highly regulated nature of the Company’s business, the Committee would likely pursue such remedy, among others, where appropriate based on the facts and circumstances surrounding the restatement and existing laws.
Statutory and Regulatory Considerations. In designing the Company’s compensatory programs, we consider the various tax, accounting and disclosure rules associated with various forms of compensation. We also review and consider the deductibility of executive compensation under Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended (the “Code”). The Tax Cuts and Jobs Act, enacted in December 2017, amended certain aspects of Section 162(m) specifically affecting the exclusion of performance-based compensation from the $1 million limit or deductions for executive compensation in future years. For 2019, we considered the implications and exemptions to such limitation. We seek to preserve the Company’s tax deductions for executive compensation to the extent consistent with the Company’s executive compensation objectives. However, we may also from time to time consider and grant compensation that may not be tax deductible if we believe such compensation is warranted to achieve the Company’s objectives.

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Notice of Annual Meeting of Shareholders and Proxy Statement

Compensation Committee Report
We have reviewed and discussed the Compensation Discussion and Analysis with management. Based on our review and discussion with management, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and, by reference, in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

 
Compensation Committee
 
James B. Perry, Chair
 
E. Scott Urdang
The foregoing report of the Compensation Committee does not constitute soliciting material and shall not be deemed filed, incorporated by reference into or a part of any other filing by the Company (including any future filings) under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, except to the extent the Company specifically incorporates such report by reference therein.

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Notice of Annual Meeting of Shareholders and Proxy Statement

Summary Compensation Table
The following table sets forth information concerning the compensation earned during the fiscal years ended December 31, 2019, 2018 and 2017 by the Company's NEOs:
 
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 and
Chief Executive Officer
 
2019
 
1,808,468
   
1,777,050
   
3,925,900
   
3,508,426
   
413,829
   
11,433,673
 
 
2018
 
1,808,468
   
2,035,000
   
4,540,800
   
3,616,934
   
447,035
   
12,448,237
 
 
2017
 
1,808,468
   
1,684,100
   
3,947,900
   
3,194,958
   
416,764
   
11,052,190
 
Steven T. Snyder
Senior Vice President,
Chief Financial Officer
 
2019
 
569,841
   
646,200
   
1,427,600
   
1,105,492
   
98,731
   
3,847,864
 
 
2018
 
537,149
   
647,500
   
1,444,800
   
1,139,682
   
85,070
   
3,854,201
 
 
2017
 
519,841
   
535,850
   
1,256,150
   
918,386
   
74,036
   
3,304,263
 
Brandon J. Moore
Senior Vice President
and General Counsel
 
2019
 
425,000
   
484,650
   
892,250
   
618,375
   
49,500
   
2,469,775
 
 
2018
 
425,000
   
462,500
   
1,032,000
   
425,000
   
36,135
   
2,380,635
 
 
2017
 
425,000
   
382,750
   
897,250
   
375,417
   
23,462
   
2,103,879
 
Desiree A. Burke
Senior Vice President
and Chief Accounting Officer
 
2019
 
400,000
   
484,650
   
892,250
   
582,000
   
47,000
   
2,405,900
 
 
2018
 
400,000
   
462,500
   
1,032,000
   
400,000
   
43,167
   
2,337,667
 
 
2017
 
400,000
   
382,750
   
897,250
   
353,333
   
39,400
   
2,072,733
 
Matthew Demchyk (5)
Senior Vice President
of Investments
 
2019
 
318,461
   
1,227,525
   
892,250
   
320,100
   
15,923
   
2,774,259
 
                           
                           



(1)
The amounts reflect the aggregate grant date fair value calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, "Compensation - Stock Compensation" ("ASC 718").  The assumptions used in calculating these amounts are described in footnote 2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Included in stock awards reported each year are restricted stock awards granted each year, relating to the Company's long-term fixed equity award grant. For more information on the Company’s long-term fixed equity awards, see the Overview of 2019 Compensation section of the Compensation Discussion and Analysis included in this Proxy Statement.
(2)
The amounts reflect the aggregate grant date fair value calculated in accordance with ASC 718. The assumptions used in calculating these amounts are described in footnote 2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Included in stock awards reported each year are performance-based restricted stock awards granted each year, relating to the Company's long-term performance-based equity award grant. For more information on the Company’s long-term performance-based equity awards, see the Overview of 2019 Compensation section of the Compensation Discussion and Analysis included in this Proxy Statement. The following table discloses the aggregate grant date fair value of the award, assuming maximum level of achievement, but does not estimate dividends:
Year
 
Peter M. Carlino
 
Steven T. Snyder
 
Brandon J. Moore
 
Desiree A. Burke
 
Matthew Demchyk
2019
 
$7,108,200
 
$2,584,800
 
$1,615,500
 
$1,615,500
 
$1,615,500
2018
 
$8,140,000
 
$2,590,000
 
$1,850,000
 
$1,850,000
 
 
2017
 
$6,736,400
 
$2,143,400
 
$1,531,000
 
$1,531,000
 
 

(3)
The amounts reported each year reflect annual performance cash awards earned for each period and paid in the subsequent period.  For more information on the Company's annual performance cash awards, see the Compensation Discussion and Analysis included in this Proxy Statement.
(4)
See All Other Compensation Table included in this Proxy Statement for more information.
(5)
Mr. Demchyk was hired on February 4, 2019. In addition to his annual grant, Mr. Demchyk received a one-time grant of 20,000 shares on his date-of-hire, subject to certain conditions, which were met on February 4, 2020.

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Notice of Annual Meeting of Shareholders and Proxy Statement

All Other Compensation Table
The following table describes each component of the All Other Compensation column of the Summary Compensation Table:

 
             
Perquisites
 
Name
 
Year
 
Company
Contributions
to Deferred
Compensation
Plan ($) (1)
 
Company
Contributions
to 401(k)      ($) (2)
 
Company
Paid
Insurance
Premiums
($) (3)
 
Personal
Use of
Company
Vehicle
($) (4)
 
Personal
Use of
Company
Airplane
($) (5)
 
Other
($) (6)
 
Total ($)
Peter M. Carlino
 
 
2019
 
271,270
   
7,000
   
   
7,424
   
123,928
   
4,207
   
413,829
 
 
2018
 
250,171
 
   
5,500
   
   
7,424
   
179,928
   
4,012
   
447,035
 
 
2017
 
217,016
   
5,400
   
   
3,692
   
186,966
   
3,690
   
416,764
 
Steven T. Snyder
 
 
2019
 
 85,476
   
7,000
   
6,255
   
   
   
   
98,731
 
 
2018
 
73,315
   
5,500
   
6,255
   
   
   
   
85,070
 
 
2017
 
 62,381
   
5,400
   
6,255
   
   
   
   
74,036
 
Brandon J. Moore
 
 
2019
 
42,500
   
7,000
   
   
   
   
   
49,500
 
 
2018
 
30,635
   
5,500
   
   
   
   
   
36,135
 
 
2017
 
18,062
   
5,400
   
   
   
   
   
23,462
 
Desiree A. Burke
 
 
2019
 
40,000
   
7,000
   
   
   
   
   
47,000
 
 
2018
 
37,667
   
5,500
   
   
   
   
   
43,167
 
 
2017
 
34,000
   
5,400
   
   
   
   
   
39,400
 
Matthew Demchyk
 
2019
 
15,923
   
   
   
   
   
   
15,923
 



(1)
This column reports the Company's matching contributions under the Company's Deferred Compensation Plan.
(2)
This column reports the Company's contributions to the NEOs' 401(k) savings accounts.
(3)
This column reports life insurance policy premiums paid by the Company on behalf of Mr. Snyder.
(4)
The amount allocated for personal use of a company vehicle is calculated based upon the lease value of the vehicle and an estimate of personal usage provided by the executive.
(5)
The amount allocated for personal aircraft usage is calculated based on the incremental cost to the Company for fuel, landing fees and other variable costs of operating the airplane. Since the Company's aircrafts are used for business travel, the Company does not include fixed costs that do not change based on usage, such as pilots' salaries, depreciation of the purchase cost of the aircraft and the cost of long-term maintenance.
(6)
This column reports the Company's payment of Country Club Memberships for Mr. Carlino.

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Notice of Annual Meeting of Shareholders and Proxy Statement

2019 Grants of Plan-Based Awards
The following table sets forth certain information regarding grants of plan-based awards to the NEOs in 2019:
           
Estimated future payouts under
equity incentive plan awards
 
All Other Stock Awards
Name
 
 
Grant
Date
 
Grant
Board
Approval
Date
 
Threshold
(#) (1)
 
Target
(#) (1)
 
Maximum
(#) (1)
 
 
Number of
Securities
Underlying
Stock Awards
(#) (2)
 
Grant Date
Fair Value of
Stock Awards
($) (3)
Peter M. Carlino
 
                       
Long-Term Fixed Equity Awards
 
1/2/2019
 
12/13/2018
 
         
55,000
   
1,777,050
 
Long-Term Performance - Based Equity Awards - MSCI US REIT Index
 
1/2/2019
 
12/13/2018
 
0
 
55,000
   
110,000
   
 
1,988,800
 
Long-Term Performance - Based Equity Awards - Triple-Net REIT Group
 
1/2/2019
 
12/13/2018
 
0
 
55,000
   
110,000
   
 
1,937,100
 
Steven T. Snyder
 
                       
Long-Term Fixed Equity Awards
 
1/2/2019
 
12/13/2018
 
 
 
 
20,000
   
646,200
 
Long-Term Performance - Based Equity Awards - MSCI US REIT Index
 
1/2/2019
 
12/13/2018
 
0
 
20,000
   
40,000
   
 
723,200
 
Long-Term Performance - Based Equity Awards - Triple-Net REIT Group
 
1/2/2019
 
12/13/2018
 
0
 
20,000
   
40,000
   
 
704,400
 
Brandon J. Moore
                           
Long-Term Fixed Equity Awards
 
1/2/2019
 
12/13/2018
 
 
 
 
15,000
   
484,650
 
Long-Term Performance - Based Equity Awards - MSCI US REIT Index
 
1/2/2019
 
12/13/2018
 
0
 
12,500
   
25,000
   
 
452,000
 
Long-Term Performance - Based Equity Awards - Triple-Net REIT Group
 
1/2/2019
 
12/13/2018
 
0
 
12,500
   
25,000
   
 
440,250
 
Desiree A. Burke
                           
Long-Term Fixed Equity Awards
 
1/2/2019
 
12/13/2018
 
 
 
 
15,000
   
484,650
 
Long-Term Performance - Based Equity Awards - MSCI US REIT Index
 
1/2/2019
 
12/13/2018
 
0
 
12,500
   
25,000
   
 
452,000
 
Long-Term Performance - Based Equity Awards - Triple-Net REIT Group
 
1/2/2019
 
12/13/2018
 
0
 
12,500
   
25,000
   
 
440,250
 
Matthew Demchyk
                           
Long-Term Fixed Equity Awards
 
2/4/2019
 
2/4/2019
 
 
 
 
32,500
   
1,227,525
 
Long-Term Performance - Based Equity Awards - MSCI US REIT Index
 
2/4/2019
 
2/4/2019
 
0
 
12,500
   
25,000
   
 
452,000
 
Long-Term Performance - Based Equity Awards - Triple-Net REIT Group
 
2/4/2019
 
2/4/2019
 
0
 
12,500
   
25,000
   
 
440,250
 



(1)
Awards represent performance-based restricted stock with cliff vesting at the end of the performance period beginning on January 2, 2019 and ending on December 31, 2021.  The amount of restricted shares vested at the end of the performance period can range from zero to a maximum of 200% of target, depending on the level of achievement of the performance goals measured against the return of the companies included in the MSCI US REIT Index or in the triple-net REIT group set forth by the Company over the measurement period.  In the event of a change-of-control, awards vest immediately at target level or, if greater, the actual level of achievement as of the date of the change-of-control.  For more information on the Company's performance-based equity awards, see the Overview of 2019 Compensation section of the Compensation Discussion and Analysis included in this Proxy Statement.
(2)
Awards represent restricted stock awards granted to the NEOs as part of their annual compensation. All grants have vesting over three years, 33.33% on the first anniversary of the date of grant and 33.33% on each succeeding anniversary, except for 20,000 shares of Mr. Demchyk, which vest at the first anniversary of his hire date. In the event of a change-of-control, awards vest immediately.
(3)
Represents the aggregate grant date fair value of awards under ASC 718. Generally, the aggregate grant date fair value is the amount the Company would expense in its financial statements over the award's vesting period.  The Company utilized a third party valuation firm to measure the fair value of the performance-based restricted stock awards at grant date using the Monte Carlo model.  Additional information regarding the calculation of the grant date fair value is included in footnote 2 to the Company's audited financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2019.

43
 
Notice of Annual Meeting of Shareholders and Proxy Statement

Outstanding 2019 Equity Awards at Fiscal Year-End
The following table sets forth information concerning equity awards outstanding as of December 31, 2019 and which have been reported in the appropriate period in the Summary Compensation Table when granted:
     
Stock Awards
 
 Performance Awards
 
Name
 
Stock Award
Grant Date
 
Number of
Shares or
Units Held that
Have Not
Vested (#)  (3)
Market Value of
Shares or Units
Held that Have
Not Vested ($) (4)
 
Number of
Unearned
Shares or
Units Held that
Have Not
Vested (#)  (5)
Market Value of
Unearned Shares or Units
Held that Have
Not Vested ($) (6)
Peter M. Carlino
1/3/2017

18,333
 
789,236
   

 
1/3/2017
(1)
 
   
110,000
5,594,600

1/3/2017
(2)
 

 
110,000
5,594,600
 
1/2/2018
 
36,666
 
1,578,471
   

 
1/2/2018
(1)
 

 
110,000
5,319,600
 
1/2/2018
(2)



 
110,000
5,319,600
 
1/2/2019
 
55,000
 
2,367,750
       

1/2/2019
(1)




110,000
5,036,900
 
1/2/2019
(2)




110,000
5,036,900
Steven T. Snyder
1/3/2017

5,833
 
251,111
   
 

1/3/2017
(1)



 
35,000
1,780,100
 
1/3/2017
(2)
 

 
35,000
1,780,100

1/2/2018

11,666
 
502,221
   
 

1/2/2018
(1)



 
35,000
1,692,600

1/2/2018
(2)



 
35,000
1,692,600

1/2/2019

20,000
 
861,000
   
 

1/2/2019
(1)
 

 
40,000
1,831,600

1/2/2019
(2)
 

 
40,000
1,831,600
Brandon J. Moore
1/3/2017

4,166
 
179,346
   

 
1/3/2017
(1)

     
25,000
1,271,500
 
1/3/2017
(2)
 

 
25,000
1,271,500
 
1/2/2018

8,333
 
358,736
   


1/2/2018
(1)
 

 
25,000
1,209,000

1/2/2018
(2)
 

 
25,000
1,209,000
 
1/2/2019
 
15,000
 
645,750
       

1/2/2019
(1)




25,000
1,144,750

1/2/2019
(2)



 
25,000
1,144,750
Desiree A. Burke
1/3/2017
 
4,166
 
179,346
   
 

1/3/2017
(1)
 

 
25,000
1,271,500
 
1/3/2017
(2)
       
25,000
1,271,500
 
1/2/2018

8,333
 
358,736
   
 

1/2/2018
(1)


   
25,000
1,209,000

1/2/2018
(2)
 

 
25,000
1,209,000

1/2/2019
 
15,000
 
645,750
   


1/2/2019
(1)




25,000
1,144,750

1/2/2019
(2)
 

 
25,000
1,144,750
Matthew Demchyk
2/4/2019

32,500
 
1,399,125
   


2/4/2019
(1)



 
25,000
1,144,750

2/4/2019
(2)
 

 
25,000
1,144,750


(1)
Performance-based equity awards based on the Company's performance ranking among the US MSCI REIT Index.
(2)
Performance-based equity awards based on the Company's performance ranking among the triple-net REIT peers.
(3)
Represents restricted stock awards with forfeiture provisions that lapse 33.33% on each of the first, second, and third anniversary of the date of grant, except for 20,000 shares of Mr. Demchyk issued on February 4, 2019, which vest at the first anniversary of his hire date. In the event of a change-of-control, the forfeiture restrictions on restricted stock lapse immediately.
(4)
Calculated based on the Company's common stock closing price of $43.05 on December 31, 2019, which was the last trading day of 2019.
(5)
The amount of restricted stock to actually vest at the end of the performance period can range from zero to the maximum as described in the long-term performance-based equity awards section of the Overview of 2019 Compensation section of the Compensation Discussion and Analysis included in this Proxy Statement. The forfeiture provisions on the performance-based restricted stock awards granted lapse at the end of their three-year measurement period.  In the event of a change-of-control, awards vest immediately at target level or, if greater, the actual level of achievement as of the date of the change-of-control, annualized for the entire performance period.  As of December 31,  2019, all grants are disclosed at maximum except the triple-net REIT award on January 2, 2018, which is at 80.4% of maximum.
(6)
Calculated based on the Company's common stock closing price of $43.05 on December 31, 2019, which was the last trading day of 2019 plus dividends paid during the applicable performance period as of December 31,  2019.

44
 
Notice of Annual Meeting of Shareholders and Proxy Statement

2019 Stock Vested
The following table sets forth information concerning restricted stock awards vested during fiscal 2019:
 
Stock Awards
Name
Number of
Shares
Acquired on
Vesting (#)
Value
Realized on
Vesting
($)(1)
Peter M. Carlino
324,312
 
10,680,694
 
Steven T. Snyder
103,191
 
3,398,430
 
Brandon J. Moore
73,708
 
2,427,454
 
Desiree A. Burke
73,708
 
2,427,454
 
Matthew Demchyk
 
 —
 



(1)
The value realized for vested shares is calculated based on the closing price of the Company's common stock on the day prior to vesting for awards, not the grant date fair value disclosed elsewhere in this Proxy Statement. Includes performance share dividends, which are paid at vesting in Company common stock.

45
 
Notice of Annual Meeting of Shareholders and Proxy Statement

2019 Nonqualified Deferred Compensation
The following table sets forth information concerning nonqualified deferred compensation of the NEOs:
 
Name
Amount
Previously
Reported
($)
Executive
Contributions
in Last
Fiscal Year
($)(1)
Company
Contributions
in Last
Fiscal Year
($)(2)
Aggregate
Earnings
in Last
Fiscal Year
($)(3)
Aggregate
Withdrawals/
Distributions
($)
 Aggregate
Balance at
Last Fiscal
Year End
($)
 
Peter M. Carlino
13,297,777
 
542,540
 
271,270
 
3,647,346
 
 
17,758,933
 
 
Steven T. Snyder
1,977,656
 
170,953
 
85,476
 
533,992
 
(182,002)
 
2,586,075
 
 
Brandon J. Moore
214,616
 
85,000
 
42,500
 
54,586
 
(28,098)
 
368,604
 
 
Desiree A. Burke
484,539
 
80,000
 
40,000
 
124,655
 
 
729,194
 
 
Matthew Demchyk
 
31,846
 
15,923
 
3,728
 
 
51,497
 



(1)
For each NEO, the executive's contribution is included in the NEO's salary and/or non-equity executive compensation for 2019, as reported in the Summary Compensation Table.
(2)
For each NEO, the Company's contribution is included in the NEO's other compensation for 2019, as reported in the Summary Compensation Table.
(3)
Amounts reflect the change in account value during 2019. No amounts are reported in the Summary Compensation Table because earnings were not above market or preferential.
Gaming and Leisure Properties, Inc. Deferred Compensation Plan
Pursuant to the Company’s Deferred Compensation Plan, as amended, most management and certain other highly compensated employees selected by the committee administering the plan (the “Committee”) may elect to defer, on a pre-tax basis, a percentage of his or her salary and/or bonus. The minimum amount deferrable is $3,000 and the maximum is 90% of his or her base annual salary and/or bonus. Generally, deferral elections must be made before the beginning of the year in which compensation will be earned. The Company’s contributions under the plan are equal to 50% of the participant’s deferral for the first 10% of the salary and/or bonus deferred, subject to a maximum annual Company contribution equal to 5% of the participant’s salary and/or bonus. With the approval of the Board of Directors, the Company is also permitted to make discretionary contributions. Participants are always 100% vested in their own contributions, but Company contributions vest 20% per year of service with the Company. Therefore, employees with five or more years of service are fully vested in Company contributions under the plan. However, for employees with less than five years of service, all Company contributions become immediately and fully vested upon death, retirement (on or after age 65) or a change-of-control of the Company, as defined in the Deferred Compensation Plan. The Committee may accelerate vesting of the Company’s contributions if a participant terminates his or her employment because of disability. The Committee may also accelerate vesting in the event of an involuntary termination of employment pursuant to the same section of the plan.
Subject to the exceptions discussed below, participants in the Deferred Compensation Plan, or their beneficiaries, receive distributions upon retirement, death or termination. Participants can elect to receive distributions following retirement or death in the form of a lump sum payment or payment of up to ten annual installments. Distributions following retirement can be deferred for at least five years.
For purposes of the Deferred Compensation Plan, termination of employment as a result of a disability will be considered retirement. Distributions following termination of employment other than as a result of retirement or death will be in the form of a lump sum payment. Participants can also elect to receive a scheduled distribution with respect to an annual deferral amount, which is payable in a lump sum at the beginning of a designated subsequent calendar year, subject to certain limitations. In the event of an unforeseeable financial emergency and with the approval of the Committee, a participant can suspend deferrals or receive a partial and/or full payout under the plan. Certain specified employees have a six-month delay imposed upon distributions pursuant to a separation from service, as required by the final Code section 409A regulations. In the event of a change-of-control, the Company will accelerate installment payments that are in pay status by paying the account balance in lump sum and will distribute the account balances of all active participants in a lump sum; provided, however, that no distributions (or accelerations of installments) will occur unless the transaction qualifies as a “change-of-control event” under Code section 409A.
Participants in the Deferred Compensation Plan may notionally invest deferred amounts, including Company contributions, in mutual funds selected by the Committee. Participants may change their investment elections at any time.

46
 
Notice of Annual Meeting of Shareholders and Proxy Statement

Potential Payments Upon Termination or Change-of-Control

The NEOs are entitled to accelerated vesting of equity-based incentive awards under the Company's Executive Change of Control and Severance Plan upon a change-of-control and, under certain circumstances, in the event of termination. The Executive Change in Control and Severance Plan is more fully described under Certain Relationships and Related Person Transactions in this Proxy Statement.  The information below describes and quantifies compensation that would become payable and that which is accelerated assuming that such termination was effective December 31, 2019.
Executive Payments
 
Termination
without
Cause
by Company
($)(4)
 
Termination
Upon Death
($)(5)
 
Termination
upon
Disability
($)(5)
 
Change-of-
Control ($)(6)
 
Change-of-
Control
Termination
without
Cause ($)(6)
Peter M. Carlino
                   
Cash Severance Benefit (1)
 
10,497,148
   
5,248,574
   
5,248,574
   
   
15,745,722
 
Benefit Continuation (2)
 
15,402
   
15,402
   
15,402
   
   
20,535
 
Restricted Shares (3)
 
4,735,457
   
4,735,457
   
4,735,457
   
4,735,457
   
4,735,457
 
Performance-Based Restricted Shares (7)
 
20,944,840
   
30,859,559
   
30,859,559
   
30,859,559
   
30,859,559
 
Total
 
$
36,192,847
   
$
40,858,992


$
40,858,992


$
35,595,016


$
51,361,273
 
Steven T. Snyder
                   
Cash Severance Benefit (1)
 
2,436,542
   
1,624,361
   
1,624,361
   
   
3,248,722
 
Benefit Continuation (2)
 
19,311
   
19,311
   
19,311
   
   
25,748
 
Restricted Shares (3)
 
1,614,332
   
1,614,332
   
1,614,332
   
1,614,332
   
1,614,332
 
Performance-Based Restricted Shares (7)
 
6,816,900
   
10,276,851
   
10,276,851
   
10,276,851
   
10,276,851
 
Total
 
$
10,887,085
   
$
13,534,855
   
$
13,534,855
   
$
11,891,183
   
$
15,165,653

Brandon J. Moore
 
               
Cash Severance Benefit (1)
 
1,346,897
   
897,931
   
897,931
   
   
1,795,862
 
Benefit Continuation (2)
 
27,377
   
27,377
   
27,377
   
   
36,503
 
Restricted Shares (3)
 
1,183,832
   
1,183,832
   
1,183,832
   
1,183,832
   
1,183,832
 
Performance-Based Restricted Shares (7)
 
4,760,190
   
7,013,536
   
7,013,536
   
7,013,536
   
7,013,536
 
Total
 
$
7,318,296
   
$
9,122,676
   
$
9,122,676
   
$
8,197,368
   
$
10,029,733
 
Desiree A. Burke
 
               
Cash Severance Benefit (1)

1,267,667
   
845,111
   
845,111
   
   
1,690,222
 
Benefit Continuation (2)
 
27,377
   
27,377
   
27,377
   
   
36,503
 
Restricted Shares (3)
 
1,183,832
   
1,183,832
   
1,183,832
   
1,183,832
   
1,183,832
 
Performance-Based Restricted Shares (7)
 
4,760,190
   
7,013,536
   
7,013,536
   
7,013,536
   
7,013,536
 

 
$
7,239,066
   
$
9,069,856
   
$
9,069,856
   
$
8,197,368
   
$
9,924,093
 
Matthew Demchyk
                   
Cash Severance Benefit (1)
 
1,020,150
   
680,100
   
680,100
   
   
1,360,200
 
Benefit Continuation (2)
 
27,377
   
27,377
   
27,377
   
   
36,503
 
Restricted Shares  (3)
 
1,399,125
   
1,399,125
   
1,399,125
   
1,399,125
   
1,399,125
 
Performance-Based Restricted Shares (7)
 
763,166
   
2,289,500
   
2,289,500
   
2,289,500
   
2,289,500
 

 
$
3,209,818
   
$
4,396,102

 
$
4,396,102
   
$
3,688,625

 
$
5,085,328
 
                     



(1)
Basis for cash severance benefit is 2019 salary and assumes it is an eligible termination as defined under the Company's Executive Change of Control and Severance Plan and includes 2019 salary plus average bonus from the prior three years.
(2)
Represents employer cost of medical and dental coverage.
(3)
Restricted stock award values were computed based on the Company's common stock closing price of $43.05, on December 31, 2019, which was the last trading day of 2019. Restrictions on awards will immediately lapse in the event of termination as a result of termination without cause, death, disability or change-of control.
(4)
Performance-based restricted stock values, in the event of termination without cause by the Company, were computed based on the Company's total shareholder return as compared to the MSCI US REIT Index and in the triple-net REIT group achieved as of December 31, 2019, shown on the table below, and then multiplied by a fraction, the numerator of which equals the number of days during such performance period that such award holder was actively employed by the Company, and the denominator of which equals the total days in the applicable performance period if terminated at December 31,  2019.

47
 
Notice of Annual Meeting of Shareholders and Proxy Statement

 
Grant
 
Performance at
December 31, 2019 (%
of maximum)
 
 
2017 - US MSCI REIT Index
 
100
%
 
2017 - Triple-NET REIT peers
 
100
%
 
2018 - US MSCI REIT Index
 
100
%
 
2018 - Triple-NET REIT peers
 
80.4
%
 
2019 - US MSCI REIT Index
 
100
%
 
2019 - Triple-NET REIT peers
 
100
%

(5)
Performance-based restricted stock values, in the event of termination as a result of death or disability, were computed based on the Company's total shareholder return as compared to the MSCI US REIT Index and in the triple-net REIT group achieved as of December 31, 2019, shown on the table above in footnote 4.  The award is determined at the end of the applicable performance period is as if such award holder were still employed at the time of the applicable performance period.
(6)
Performance-based restricted stock values, in the event of change-of-control, were computed based on the Company's total shareholder return as compared to the MSCI US REIT Index and in the triple-net REIT group achieved as of December 31, 2019, which was maximum for awards granted except the triple-net REIT award on January 2, 2018, which is at 80.4% of maximum, as performance shall be deemed to have been achieved at target level or, if greater, the actual level of achievement as of the date of the change-of-control.
(7)
All performance-based restricted stock values were computed based on the Company's common stock closing price of $43.05 on December 31, 2019, which was the last trading day of 2019, plus applicable dividends.

48
 
Notice of Annual Meeting of Shareholders and Proxy Statement

CEO Pay Ratio
In 2019, the compensation of Mr. Carlino, our Chairman, CEO and President, was approximately 379 times the median pay of our employees resulting in a 379:1 pay ratio. Our operations include our corporate office as well as our TRS Properties in Perryville, Maryland and Baton Rouge, Louisiana.
We identified our median employee by examining 2019 total compensation for all employees, excluding Mr. Carlino, who were employed by the Company as of December 31, 2019, the last day of our payroll year. We included all of our employees in this process, whether employed on a full-time or part-time basis. We did not make any assumptions or estimates with respect to total compensation. We defined “total compensation” as the aggregate of base salary (plus overtime, as applicable), cash bonus, and long-term incentive compensation awards.
After identifying the median employee based on total compensation, we calculated total compensation in 2019 for such employee using the same methodology we use for our NEOs as set forth below in the Summary Compensation Table for 2019.

Peter M. Carlino
Median Employee
Total compensation
$11,433,673
$30,137
Pay Ratio

379:1
We believe that the ratio of the CEO compensation to that of the median employee is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.
The Company’s primary business is that of a triple-net REIT. If we exclude our TRS Properties in Perryville, Maryland and Baton Rouge, Louisiana, the change in median pay of our employees results in a 53:1 pay ratio.

49
 
Notice of Annual Meeting of Shareholders and Proxy Statement

AUDIT AND COMPLIANCE COMMITTEE REPORT

The Audit and Compliance Committee of the Board of Directors assists the Board of Directors in performing its oversight responsibilities for our financial reporting process and audit process as more fully described in the Company's Audit and Compliance Committee Charter. Management has the primary responsibility for the financial statements and the reporting process. Our independent registered public accounting firm is responsible for performing an independent audit of our consolidated financial statements in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States) and to issue a report thereon.
In the performance of its oversight function, the Audit and Compliance Committee reviewed and discussed our audited financial statements for the fiscal year ended December 31, 2019 with management and with our independent registered public accounting firm. In addition, the Audit and Compliance Committee discussed with our independent registered public accounting firm the matters required to be discussed by the Public Company Accounting Oversight Board ("PCAOB") Accounting Standard No. 1301, Communications with Audit Committees, which includes, among other items, matters related to the conduct of the audit of our financial statements. The Audit and Compliance Committee has also received and reviewed the written disclosures and the letter from our independent registered public accounting firm required by the applicable requirements of the PCAOB regarding the accounting firm’s communications with the Audit and Compliance Committee concerning independence and has discussed with our independent registered public accounting firm that firm’s independence and considered whether the non-audit services provided by the independent registered public accounting firm are compatible with maintaining its independence.
Based on the review and discussions with management and our independent registered public accounting firm described above, the Audit and Compliance Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC.

 
Audit and Compliance Committee
 
Joseph W. Marshall, III, Chair
 
Barry F. Schwartz
 
Earl C. Shanks
The foregoing report of the Audit and Compliance Committee does not constitute soliciting material and shall not be deemed filed, incorporated by reference into or a part of any other filing by the Company (including any future filings) under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates such report by reference therein.

 Engagement of Independent Accountant
On September 19, 2016, the Audit and Compliance Committee approved the engagement of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the year ended December 31, 2016.
During the fiscal years ended December 31, 2015 and 2014 and in the subsequent interim period through September 19, 2016, the Company did not consult with Deloitte regarding any of the matters or events set forth in Item 304(a)(2) of Regulation S-K.

50
 
Notice of Annual Meeting of Shareholders and Proxy Statement

CERTAIN RELATIONSHIPS AND
RELATED PERSON TRANSACTIONS

Related Person Transactions
There are no reportable related person transactions since January 1, 2019.
Employment Agreements and Arrangements
We currently do not have employment agreements with any of our executives. However, on January 29, 2019, the Compensation Committee of the Board adopted the Executive Change in Control and Severance Plan (the “CiC and Severance Plan”). The purpose of the CiC and Severance Plan is to provide certain of the Company’s senior management employees designated by the Compensation Committee, which currently includes the Chief Executive Officer, the Chief Financial Officer and any Senior Vice President (the “Covered Executives”), with compensation and benefits in the event of a termination of employment by the Company without Cause or resignation by the employee for Good Reason or termination of employment due to death or Disability (as such terms and other defined terms used below are defined in the CiC and Severance Plan).
Under the CiC and Severance Plan, in the event that a Covered Executive’s employment is terminated (i) by the Company for any reason other than for Cause, death, or Disability, or (ii) by the Covered Executive for Good Reason (each such event, a “Qualified Termination”) such Covered Executive shall be entitled to (a) a lump sum payment equal to two times (for the Chief Executive Officer), or one and one-half times (for all other Covered Executives), the sum of the Covered Executive’s annual base salary and average annual cash bonuses, if any, for the three years (with respect to which bonuses are determined) prior to the year of termination (“Average Bonus”), (b) continuing coverage under the Company’s group medical, dental and vision plans as would have applied if the Covered Executive remained employed for a period equal to the earlier of 18 months following the Covered Executive’s Termination Date or the date the Covered Executive becomes eligible to be covered under another employer group health plan (at such cost to the Covered Executive as would have applied in the absence of such termination), and (c) full acceleration of time-base based equity awards held by the Covered Executive and any accelerated vesting of equity awards with performance-based vesting to occur in accordance with the terms of the applicable award agreement.  The Covered Executive shall also be entitled to any earned but unpaid annual base salary, unpaid expense reimbursements, accrued but unused vacation and any vested benefits the Covered Executive may be entitled to under any employee benefit plan of the Company (the “Accrued Benefit”).
In addition, if the Qualified Termination occurs in connection with or within 12 months of a Change in Control (as defined in the CiC and Severance Plan), the Covered Executive shall be entitled to (i) a lump sum payment equal to three times (for the Chief Executive Officer), or two times (for all other Covered Executives), the sum of the Covered Executive’s annual base salary and Average Bonus, (ii) continuing coverage under the Company’s group medical, dental and vision plans as would have applied if the Covered Executive remained employed for a period equal to the earlier of 24 months following the Covered Executive’s Termination Date or the date the Covered Executive becomes eligible to be covered under another employer group health plan (at such cost to the Covered Executive as would have applied in the absence of such termination), and (iii) a lump sum payment equal to the Covered Executive’s pro rata target annual cash bonus for the year of termination. The Covered Executive shall also be entitled to any Accrued Benefit.
In the event that a Covered Executive’s employment is terminated on account of his or her death or Disability, such Covered Executive (or the Covered Executive’s estate or beneficiaries) shall be entitled to (i) a lump sum payment equal to the sum of the Covered Executive’s annual base salary and Average Bonus, (ii) continuing coverage under the Company’s group medical, dental and vision plans as would have applied if the Covered Executive remained employed for a period equal to the earlier of 18 months following the Covered Executive’s Termination Date or the date the Covered Executive becomes eligible to be covered under another employer group health plan (at such cost to the Covered Executive as would have applied in the absence of such termination), and (iii) full acceleration of time-base based equity awards held by the Covered Executive and any equity awards with performance-based vesting to remain outstanding and earned in accordance with the their terms based on performance but without further vesting based on service.  The Covered Executive (or his or her estate or beneficiaries) shall also be entitled to any Accrued Benefit.
All payments and benefits under the CiC and Severance Plan are subject to timely execution and non-revocation of a separation agreement and release containing, among other provisions, post-termination restrictive covenants, including confidentiality, non-competition and non-solicitation. In each case, if the Covered Executive breaches, or threatens to commit a breach of, any of the provisions of the separation agreement and release, the Covered Executive shall forfeit his right to benefits under the CiC and Severance Plan, and to the extent that the Covered Executive has received a benefit under the CiC and Severance Plan, the Company shall have the right to recover such benefit.
Indemnification of Directors and Officers
Our charter and bylaws contain indemnification provisions for the benefit of our directors and officers.

51
 
Notice of Annual Meeting of Shareholders and Proxy Statement

Review and Approval of Transactions with Related Persons
Pursuant to the terms of its charter, the Audit and Compliance Committee reviews and pre-approves all conflicts of interest and related person transactions. For the purposes of the Audit and Compliance Committee’s review, related person transactions are transactions, arrangements or relationships that are required to be disclosed pursuant to SEC Regulation S-K, Item 404, including those where the Company is a participant and in which an executive officer, a director or an owner of 5% or greater of the Company’s common stock (or any immediate family member of the foregoing persons) has a direct or indirect material interest. Our Code of Conduct has a broad definition of conflict of interest, which includes related person transactions, and requires employees to report potential conflicts to the Compliance Officer, who is the Company's General Counsel. The General Counsel may, if appropriate, consult with members of the legal and finance staffs to determine whether the proposed transaction represents a conflict of interest or a related person transaction that must be presented to the Audit and Compliance Committee.

For transactions determined to require Audit and Compliance Committee review, the General Counsel collaborates with members of the finance staff to prepare and present the transaction to the Audit and Compliance Committee. An Audit and Compliance Committee member will not participate in the review of transactions in which he or she or his or her immediate family member has an interest. The Audit and Compliance Committee will only approve related person transactions that are in, or are not inconsistent with, the best interests of the Company based on a review of (i) the benefits to the Company of the transaction and (ii) the terms of the transaction and the terms available to or from unrelated third parties, as applicable.
Conflict of Interest Policies
As described above, our Code of Conduct seeks to identify and mitigate conflicts of interest between our directors, officers and employees, including our Chief Executive Officer, Chief Financial Officer and other officers, on the one hand, and the Company on the other hand, in accordance with applicable rules and regulations of the SEC and Nasdaq. Our Code of Conduct is available on our website www.glpropinc.com, under the "About" section. Waivers of our Code of Conduct are required to be disclosed in accordance with SEC and Nasdaq requirements. In addition, we adopted corporate governance guidelines to assist our Board of Directors in the exercise of its responsibilities and to serve our interests and those of our shareholders.

52
 
Notice of Annual Meeting of Shareholders and Proxy Statement

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table contains information about the beneficial ownership of our common stock as of April 6, 2020 by:
▪    each person, or group of persons, who beneficially owns more than 5% of our capital stock;
    each NEO in the summary compensation table;
▪    each of our directors; and
    all directors and NEOs as a group.
Beneficial ownership and percentage ownership are determined in accordance with the rules and regulations of the SEC and include voting or investment power with respect to shares of stock. This information does not necessarily indicate beneficial ownership for any other purpose. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to restrictions, options or warrants held by that person that are currently exercisable or exercisable within 60 days of April 6, 2020 are deemed outstanding. Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Except as indicated in the footnotes to the following table or pursuant to applicable community property laws, each shareholder named in the table has sole voting and investment power with respect to the shares set forth opposite such shareholder’s name. Our calculation of the percentage of beneficial ownership is based on 215,428,398 shares of common stock outstanding on April 6, 2020.
Unless otherwise indicated in the footnotes, the address of each of the beneficial owners named below is: c/o Gaming and Leisure Properties, Inc., 845 Berkshire Blvd., Suite 200, Wyomissing, Pennsylvania 19610.
   
GLPI
Common Stock
Name and Address of Beneficial Owner
 
Shares
 
%
Peter M. Carlino (1)(2)
 
11,199,003
   
5.198
%
Lili Lynton (3)
 
4,066
   
*
Joseph W. Marshall, III (4)

44,460
   
*
James B. Perry(5)

19,414
   
*
Earl C. Shanks(6)
 
64,440
   
*
Barry F. Schwartz(7)
 
29,017
    *
E. Scott Urdang (8)
 
119,299
 
*
Steven T. Snyder (9)
 
497,695
   
*
Desiree Burke (10)
 
85,778
   
*
Brandon J. Moore (11)
 
134,535
   
*
Matthew Demchyk (12)
 
54,395
   
*
All executive officers and directors as a group (11 persons)
 
12,552,899
   
5.827
%
5% Shareholders Not Listed Above
       
The Vanguard Group Inc. (13)
 
30,004,643