Date of Report (Date of earliest event reported): 6/15/2023
Gaming and Leisure Properties, Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania
001-36124
46-2116489
(State or Other Jurisdiction of Incorporation or Organization)
(Commission File Number)
(IRS Employer Identification No.)
845 Berkshire Blvd., Suite 200
Wyomissing, PA19610
(Address of principal executive offices)
610-401-2900
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $.01 per share
GLPI
Nasdaq
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 15, 2023, Gaming and Leisure Properties, Inc. (the “Company”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 262,656,820 shares of the Company’s Common Stock were entitled to vote as of April 11, 2023, the record date for the Annual Meeting, of which 236,225,554 shares were present in person or by proxy at the Annual Meeting. The following is a summary of the final voting results for each matter presented to shareholders.
PROPOSAL 1. Election of directors to hold office until the 2024 Annual Meeting of Shareholders and until their respectivesuccessors have been duly elected and qualified.
Nominee
For
Against
Abstain
Broker Non-Votes
Peter M. Carlino
213,022,083
9,519,933
73,828
13,609,710
JoAnne A. Epps
217,448,281
5,071,253
96,310
13,609,710
Carol (“Lili”) Lynton
217,969,789
4,549,017
97,038
13,609,710
Joseph W. Marshall, III
217,411,849
5,116,213
87,782
13,609,710
James B. Perry
216,703,800
5,833,593
78,451
13,609,710
Barry F. Schwartz
220,148,909
2,382,079
84,856
13,609,710
Earl C. Shanks
220,947,622
1,580,195
88,027
13,609,710
E. Scott Urdang
201,105,470
21,424,682
85,692
13,609,710
PROPOSAL 2. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the current fiscal year ending December 31, 2023.
For
Against
Abstentions
235,373,628
241,536
610,390
PROPOSAL 3. Approval of, on a non-binding advisory basis, the Company’s executive compensation.
For
Against
Abstentions
Broker Non-Votes
209,844,546
12,579,236
192,062
13,609,710
PROPOSAL 4. Approval of, on a non-binding advisory basis, the frequency of future advisory votes to approve the Company's executive compensation.
Every year
Every 2 years
Every 3 years
Abstentions
Broker Non-Votes
217,621,840
87,342
4,786,304
120,358
13,609,710
2
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.