Gaming and Leisure Properties (GLPI) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 4, 2026, with shareholders voting on director elections, auditor ratification, and executive compensation.

• 2025 saw record revenue, accretive transactions, and increased dividends despite macroeconomic volatility.

• Portfolio expanded to 69 properties across 20 jurisdictions, with $13+ billion in aggregate transaction value since inception.

• Robust investment pipeline with $2.6 billion in committed future capital outlays as of year-end 2025.

• Balance sheet leverage below 5.0x net debt to EBITDA, supporting financial commitments without equity raises.

Voting matters and shareholder proposals

• Shareholders to elect eight directors for terms expiring at the 2027 Annual Meeting.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal 2026.

• Advisory (non-binding) vote to approve executive compensation (say-on-pay).

• Shareholder proposals and director nominations for 2027 must comply with advance notice and proxy access provisions.

Board of directors and corporate governance

• Board consists of eight members with diverse backgrounds, skills, and tenure; 25% are women, 12.5% ethnically/racially diverse.

• Board committees: Audit and Compliance, Compensation, and Nominating and Corporate Governance, all comprised of independent directors.

• Lead Independent Director role established to enhance governance when CEO and Chairman roles are combined.

• Board regularly assesses competencies, diversity, and independence; robust nomination and vetting process.

• Stock ownership guidelines require directors to hold equity equal to five times the annual cash retainer.