Gaming and Leisure Properties (GLPI) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 12, 2025, with shareholders voting on key proposals including director elections, auditor ratification, executive compensation, and an amendment to the long-term incentive plan.

• 2024 marked record growth in financial metrics, portfolio expansion, new tenant additions, and strengthened partnerships.

• Balance sheet improved with increased revolver capacity, $1.2 billion in senior unsecured notes issued, and net leverage below 5.0x.

• Notable board changes include the addition of Debra Martin Chase and the retirement of Barry F. Schwartz.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven directors, ratifying Deloitte & Touche LLP as auditor, approving executive compensation (say-on-pay), and amending the 2013 Long-Term Incentive Compensation Plan.

• Proxy access and universal proxy rules are in place, allowing eligible shareholders to nominate directors.

• Shareholder proposals and nominations for the 2026 meeting must comply with advance notice and procedural requirements.

Board of directors and corporate governance

• Board will consist of seven members post-meeting, with a mix of tenure, diversity, and expertise in gaming, finance, law, and real estate.

• Majority of directors are independent; CEO also serves as Chairman, with a Lead Independent Director role established.

• Committees include Audit and Compliance, Compensation, and Nominating and Corporate Governance, all composed of independent directors.

• Board diversity and skills matrix disclosed; ongoing commitment to board refreshment and diversity.