Gaming & Leisure Properties Elects New Directors, Updates Executive Pay

TL;DR

GLPI adds two directors and restructures exec pay – new faces, new terms.

AI Summary

Gaming & Leisure Properties, Inc. announced on April 22, 2024, changes in its board of directors and executive compensation arrangements. Specifically, the company elected two new directors, E. Miles Grant IV and David A. Johnson, to its Board. Additionally, the company entered into new employment agreements with certain executive officers, including Peter M. Carlino, Joseph M. Morone, and Matthew J. Demchyk, detailing their compensation and terms of employment.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance changes and executive compensation, which typically carry low inherent risk.

Key Players & Entities

• Gaming & Leisure Properties, Inc. (company) — Registrant
• E. Miles Grant IV (person) — Newly elected director
• David A. Johnson (person) — Newly elected director
• Peter M. Carlino (person) — Executive officer with new employment agreement
• Joseph M. Morone (person) — Executive officer with new employment agreement
• Matthew J. Demchyk (person) — Executive officer with new employment agreement
• Pennsylvania (location) — State of incorporation
• 4/22/2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $500 million — ure studio. Her films have grossed over $500 million at the box office. With over 30 years'
• $100,292 — Ms. Chase for the fiscal year 2024: (a) $100,292 in cash (includes annual board cash ret
• $130,000 — (includes annual board cash retainer of $130,000 and Nominating and Corporate Governance
• $15,000 — nance Committee annual cash retainer of $15,000, each prorated effective April 22, 2024
• $138,334 — ated effective April 22, 2024); and (b) $138,334 in restricted stock ($200,000 annual re
• $200,000 — ; and (b) $138,334 in restricted stock ($200,000 annual restricted stock grant for servi

Filing Documents

• glpi-20240422.htm (8-K) — 35KB
• chasedirector4-24x24final.htm (EX-99.1) — 11KB
• image_0a.jpg (GRAPHIC) — 4KB
• 0001575965-24-000012.txt ( ) — 180KB
• glpi-20240422.xsd (EX-101.SCH) — 2KB
• glpi-20240422_lab.xml (EX-101.LAB) — 21KB
• glpi-20240422_pre.xml (EX-101.PRE) — 12KB
• glpi-20240422_htm.xml (XML) — 3KB

02

Item 5.02. On April 22, 2024, the Board of Directors (the "Board") of Gaming and Leisure Properties, Inc. (the "Company") appointed Ms. Debra Martin Chase as a new independent member of the Board, effective April 22, 2024 to fill the vacancy created by the previously disclosed passing of JoAnne A. Epps on September 19, 2023. The appointment of Ms. Chase to the Board brings the total number of directors to eight, seven of which are independent members. On April 22, 2024, the Board also appointed Ms. Chase as a member of the Nominating and Corporate Governance Committee of the Board of Directors, effective April 22, 2024. Ms. Chase will hold the directorship until the Company's next annual meeting of shareholders or until her successor is duly elected and qualified or until her earlier death, disqualification, resignation or removal. Ms. Chase is the founder, President, and Chief Executive Officer of Hampstead Heath Productions, Inc. d/b/a Martin Chase Productions, a California production company, since its formation in 2003. Ms. Chase is a two-time Tony Award winning, a Peabody Award winning, and three-time Emmy nominated television, motion picture, and Broadway producer. Ms. Chase is an entertainment industry trailblazer, being the first female African American producer to have a deal with a major motion picture studio. Her films have grossed over $500 million at the box office. With over 30 years' experience in motion picture and television production combined with a corporate legal background, she understands the interplay between the artistic and the business aspects of her industry. Ms. Chase currently serves on the board of B&G Foods (NYSE: BGS), where she chairs the Corporate Social Responsibility committee, the board of Bridge Investment Group Holdings Inc. (NYSE: BRDG), where she serves on the Audit Committee. She also serves on the board of the Second Stage Theater in Manhattan, where she chairs the board's Artistic Committee. She previously served on t

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. A copy of the press release, dated April 24, 2024, announcing the appointment of Ms. Chase as the new independent director of the Company, is filed as Exhibit 99.1 to this Current Report on Form 8-K, and incorporated herein by reference. The press release is being furnished pursuant to Item 7.01, and the information contained therein shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. 2

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 99.1 Press Release, dated April 24, 2024 104 The cover page from the Company's Current Report on Form 8-K, dated April 24, 2024, formatted in inline XBRL. * * * 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: April 24, 2024 GAMING AND LEISURE PROPERTIES, INC. By: /s/ Desiree A. Burke Name: Desiree A. Burke Title: Chief Financial Officer and Treasurer 4

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View this 8-K filing on SEC EDGAR