SEC Form DEF 14A filed by Gaming and Leisure Properties Inc.

To Our Shareholders,

The Board of Directors of Gaming and Leisure Properties, Inc. cordially invites you to attend the 2026 Annual Meeting of Shareholders on June 4, 2026 at 10:00 a.m. EDT. Details regarding the Annual Meeting and the matters to be voted on by Company shareholders of record are included in the Notice of Annual Meeting of Shareholders found in the Company’s 2026 Proxy Statement.

2025 marked another year of macroeconomic volatility that translated into challenges and uncertainty for market participants. Despite these challenges, we closed out the year by delivering solid operating results and record revenue, along with accretive transactions and increased dividends for our valued shareholders.

At the end of 2025, our diversified portfolio of 69 properties spanning 20 jurisdictions nationwide was representative of the $13+ billion in aggregate transaction value since the Company was formed only 13 years ago. The continued growth and stability of our portfolio demonstrate management’s deep knowledge of the gaming sector, coupled with its thoughtful and targeted execution of our business strategy to deliver long-term value to our shareholders.

Our robust pipeline, which includes the ongoing development funding for Bally’s Chicago, Live! Casino Virginia, multiple projects for PENN Entertainment, Inc., and our tribal partnerships, totaled approximately $2.6 billion of committed future capital outlays as of year-end, setting us up for continued growth in 2026 and 2027.

Our solid balance sheet, with leverage at year-end below the low end of our 5.0x - 5.5x net debt to EBITDA range, positions us to fulfill our financial commitments without the need to raise equity and remain at the low end of our target range, while driving AFFO and dividend growth.

In December 2025, the Company also appointed Michael Borofsky to complement its diverse and distinguished slate of best-in-class directors, who have extensive public company and industry experience and have proven to be thoughtful stewards of shareholder value. Michael brings an impressive array of capabilities and experience that we are confident will be invaluable as we continue to execute our growth strategy.

I am grateful to our shareholders for their continued support and wish to express my gratitude and appreciation to our dedicated management team and employees for making these results possible. We believe we are well-positioned for growth in 2026 and beyond.

Sincerely,

PETER M. CARLINO

Chairman and Chief Executive Officer

 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF

 GAMING AND LEISURE PROPERTIES, INC.

1.

To elect Peter M. Carlino, Michael C. Borofsky, Debra Martin Chase, Carol “Lili” Lynton, Joseph W. Marshall, III, James B. Perry, Earl C. Shanks and E. Scott Urdang as directors to hold office until the Company’s 2027 Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified.

2.

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

3.

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

4.

To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Time and Date

10:00 a.m. EDT

June 4, 2026

Record Date

April 2, 2026

Number of Common Shares Eligible to Vote at the Meeting
as of the Record Date: 283,420,826

Place

845 Berkshire Blvd., Suite 200

Wyomissing, Pennsylvania 19610

Page Reference

(for more detail)

 Election of Directors

FOR each director nominee

10

 Ratification of Independent Registered Public Accounting Firm

FOR

63

 Non-Binding Advisory Vote to Approve Executive Compensation

FOR

64

Gaming and Leisure Properties, Inc.

2026 Proxy Statement | 1

Peter M. Carlino

Chairman and Chief
Executive Officer of
Gaming and
Leisure Properties, Inc.

Michael C. Borofsky

Founder and President
of Mithrandir Ventures

Debra Martin Chase

Founder and Chief
Executive Officer of
Martin Chase Productions

Carol “Lili” Lynton

Co-founder of The Dinex Group,
and Chief Investment Officer, HD American Trust

Joseph W. Marshall, III

Of Counsel, Stevens & Lee, PC, and Former Vice Chairman of Stevens & Lee, PC and Griffin Holdings, LLC

James B. Perry

Retired. Former Chairman
and Chief Executive
Officer of Isle of Capri
Casinos, Inc.

Earl C. Shanks

Retired. Former Chief
Financial Officer of
Essendant, Inc.

E. Scott Urdang

Retired. Founder,
Former Chairman, and
Chief Executive Officer of
CenterSquare Capital
Management, Inc.

         Our slate of Board nominees is balanced with a range of tenure, diversity and age.

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Gaming and Leisure Properties, Inc.

Gaming and Leisure Properties, Inc.

2026 Proxy Statement | 3

Strategic Planning and Leadership

Accounting/Finance

Risk Management

Legal/Regulatory/Compliance

Information Technology/Cybersecurity

Gaming Industry Experience

CEO/Executive Management Experience

Mergers and Acquisitions

Real Estate Industry Experience/REIT

Community Engagement/Non-Profit

Age

Director Since

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Gaming and Leisure Properties, Inc.

Balance Sheet Discipline

Maintained a strong balance sheet with leverage below 5.0x and capacity to fund existing capital commitments through 2027

Track Record of Accretive Transactions

Since 2024, committed to transactions totaling $3.7 billion at a blended capitalization rate of 8.6%, which adds $315 million in annual income

Significant New Transaction Activity

Entered into transactions with new and existing tenants committing an additional $876 million in capital at a blended capitalization rate of 9.2%

Steady Dividend Growth

Continued proven track record of increasing dividends with 16.4% growth from 4^th quarter 2021 to 4^th quarter 2025, with a compounded annual growth rate of approximately 3.9%

Strong Investment Pipeline

Robust investment pipeline with capital deployments anticipated through 2027, leading to predictable AFFO growth

Expanded Tribal Gaming Projects

Expanded investment in our new long-term leasing structure for application on tribal land held in trust by the U.S. Government

Increased Development Funding 

Deployed development capital for seven projects, spanning five states and four tenants, including initial funding for Bally’s Chicago

Gaming Properties Critical for State Budgets

State and local governments have a vested interest in property success through tax revenue

Over 80% of Properties in Master Leases

Master leases provide cross-collateralization of properties and reduce risk of isolated poor performance

High Barriers to Entry

Casino properties are highly regulated with, in many cases, a limited number of licenses available

Long-Term Leases

The remaining terms of our leases, including renewals, range from 22 years to 96 years

Investment-Grade Ratings

We hold investment-grade ratings from S&P Global Ratings and Fitch Ratings Inc.

Durable Underlying Business

100% occupancy and collected 100% of rent due under our leases since the Company’s inception

Coverage Stability

Rent coverage across the portfolio remains strong with a majority of our leases covered at 1.80x or greater at year end

Gaming and Leisure Properties, Inc.

2026 Proxy Statement | 5

No uncapped cash bonus or equity award opportunities

No single-trigger change of control benefits

Anti-hedging policy prohibiting officers and directors from engaging in derivative or other hedging transactions

No agreements or arrangements containing tax gross-ups or similar tax indemnification

Anti-pledging policy prohibiting pledging of securities except under extremely limited circumstances approved by the Audit and Compliance Committee

No dividends on unearned performance-based awards. Recipients of LTIP Units receive a 10% distribution to support the units’ characterization as profits interests for federal tax purposes

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Service-Based Equity Awards compensation includes the value of long-term fixed equity awards subject to continued employment.

“At-Risk and Performance-Based” compensation includes the target annual performance cash bonus awards and the target value of the long-term performance-based equity awards.

90% of cash bonus tied to pre-established performance goals

20% of cash bonus contingent on achieving specific goals, including goals related to balance sheet management, growth initiatives, shareholder engagement and other strategic initiatives

Gaming and Leisure Properties, Inc.

2026 Proxy Statement | 7

Environmental Stewardship

As part of our considerate approach to environmental sustainability, GLPI is committed to responsible environmental practices that include conservation of natural resources, pollution prevention, and waste reduction. We foster environmental responsibility with our employees and other partners by encouraging them to reduce consumption while applying an ethical approach to disposal efforts.

We are committed to betterment around environmental sustainability and employ a thoughtful approach in the allocation of our resources. We will continue to explore potential opportunities and partnerships that promote and integrate practical sustainability strategies into our day-to-day business decisions and socialize those opportunities with our tenants and other stakeholders, when applicable, through meaningful engagement.

Social Responsibility

Our most important asset is our talent. We strive to create long-term, responsible economic value for our stakeholders, including our employees, tenants, partners, and community members. We aim to maintain a corporate environment that fosters a sense of community and well-being and encourages our employees to focus on their long-term success along with the long-term success of the Company.

We endeavor to foster a culture of inclusion, so all team members feel respected and valued. Our culture was built to promote positive attitudes, strong work ethics and individual authenticity. We strive to create a rewarding and supportive environment that empowers our employees to thrive. We are committed to pay equity and regularly review our compensation model to ensure fair and inclusive pay practices.

We take an active role in supporting our communities by partnering with local and national organizations to administer charitable contributions, provide community service, and organize the donation of goods to assist local causes as well as those in need. The Company proudly continues to expand its community outreach efforts and impact year over year.

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Culture Of Governance

We emphasize a culture of accountability and conduct our business in a manner that is fair, ethical, and responsible. We maintain governance, compliance, and risk management practices to ensure compliance with applicable laws and regulations governing our business. We believe that good corporate governance is integral to ensure continued growth and stability for the Company and its shareholders.

Our Board is responsible for the oversight of the management of the Company and its business for the long-term benefit of our shareholders. Its members set the tone for GLPI and operate under a set of published Corporate Governance Guidelines, which are based on best practices that meet or exceed the existing standards of the U.S. Securities and Exchange Commission (“SEC”). We feature an experienced and diverse Board with expertise in a broad set of areas relevant to our business including deep governance expertise with proven oversight capabilities.

Through our Code of Business Conduct and employee handbook, we communicate our workplace non-discrimination and anti-harassment policies that embrace the highest ethical and moral standards. We maintain strong and confidential reporting processes and procedures that foster an open, honest environment in an effort to ensure that the highest principles of ethics and integrity are maintained.

We routinely engage with our stakeholders to better understand their views on sustainability and matters related to corporate responsibility, carefully considering the feedback we receive and, when appropriate, incorporating certain changes based on this feedback and/or best practices.

For more information regarding the Company’s approach to Corporate Responsibility, including its sustainability, social and governance strategies, initiatives and achievements, please refer to our most recent Corporate Sustainability Report available on our website, www.glpropinc.com, under the “Investors” section. The information on our website shall not be deemed incorporated by reference in this Proxy Statement.

Gaming and Leisure Properties, Inc.

2026 Proxy Statement | 9

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Peter M.
Carlino

Age: 79

Director Since: 2013

Other Current Public Boards:

PENN Entertainment, Inc. (Emeritus)

Michael C.
Borofsky

Age: 53

Director Since: 2025

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 Entertainment, Inc. (Nasdaq: PENN) (“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 and is currently Chairman Emeritus. Since 1976, Mr. Carlino has served in an executive capacity for Carlino Capital Management Corp., a holding company that owns and operates various Carlino family businesses and is currently the Chairman of the Board and Chief Executive Officer. Mr. Carlino has been continuously active in its strategic planning and in the monitoring of its operations. Mr. Carlino also serves on the Board of Directors of Penn State Health/St. Joseph Regional Health Network.

Mr. Carlino brings to our Board of Directors extensive leadership and management experience, including over forty (40) years of collective executive management and board service, critical knowledge of our properties and an extensive 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.

Michael C. Borofsky was appointed to our Board of Directors in December 2025. Mr. Borofsky is the founding principal of Mithrandir Ventures, a diversified growth equity platform with investments in healthcare, software, and gaming, and has also served as President since November 2023. Mr. Borofsky also serves as Vice Chairman of Key Benefit Administrators, a large, independent third party administrator and population health administrator that specializes in managing self-funded employer health plans. Mr. Borofsky’s primary focus is on building high cash flow businesses with leading market positions and helping companies innovate and evolve through emerging technologies. From July 2020 to March 2024, Mr. Borofsky served as general counsel and member of the Management and Investment Committees at Gryphon Investors, a middle market private equity fund with $10 billion in assets under management and 34 controlled portfolio companies across five industry sectors: consumer, healthcare, software, industrial growth and business services. He also served as Chief Operating and Strategy Officer of the Pohlad Companies, a holding company with a diverse group of operating businesses, including the Minnesota Twins, Par Systems, United Properties, Carousel Motors and Northmarq Capital. Mr. Borofsky also spent 16 years as a senior executive at MacAndrews & Forbes, Ronald O. Perelman’s investment vehicle, with interests in consumer products, defense, media and entertainment, gaming, financial services, biotechnology and food products. Prior to MacAndrews & Forbes, Mr. Borofsky worked for Skadden, Arps, Slate, Meagher & Flom LLP, where he specialized in mergers and acquisitions, and was an analyst at Goldman Sachs. He earned a B.A. with honors from Yale University and a J.D. from Columbia University School of Law where he was a Harlan Fiske Stone Scholar.

Mr. Borofsky was recommended to the Nominating and Corporate Governance Committee by one of the Company’s directors. He brings to our Board of Directors extensive knowledge and experience in mergers and acquisitions along with building and scaling innovative, high-growth companies. Through his experience and knowledge of diverse platforms, he brings strategic investment insight and substantial knowledge of capital markets and finance.

Gaming and Leisure Properties, Inc.

2026 Proxy Statement | 11

Debra Martin
Chase

Age: 69

Director Since: 2024

Other Current Public Boards:

B&G Foods, Inc.

Carol “Lili”
Lynton

Age: 64

Director Since: 2019

Other Current Public Boards:

CIM RACR (Trustee)

Debra Martin Chase was appointed to our Board of Directors in April 2024. Ms. Chase, a Tony and Peabody Award-winning and Emmy-nominated television, motion picture and Broadway producer, is the first African American female producer to have a production deal at a major studio. Ms. Chase is the founder and has served as Chief Executive Officer of Hampstead Heath Productions, Inc. (d/b/a Martin Chase Productions), a California production company, since its formation in 2000. Ms. Chase has been a member of the board of directors and currently serves as Chair on the Corporate Social Responsibility Committee and sits on the Risk and Nominating and Governance Committees of B&G Foods, Inc. (NYSE: BGS) since July 2020. From July 2021 through September 2025, Ms. Chase served as a member of the board of directors of Bridge Investment Group Holdings Inc. (NYSE: BRDG), where she also served as an Audit Committee member. Prior to forming Martin Chase Productions, Ms. Chase served as Executive Vice President of Brown House Productions, the late Whitney Houston’s production company, from 1995 to 2000, and Vice President of Mundy Lane Entertainment, Denzel Washington’s production company, from 1992 to 1995. Ms. Chase formerly served as an in-house attorney and subsequently as a participant in the executive training program at Columbia Pictures. Prior to entering the entertainment industry, Ms. Chase practiced corporate law in New York and Houston. 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 the board of the New York City Ballet until 2024, where she founded and chaired its Diversity and Inclusion Committee. She is a member of the Academy of Motion Picture Arts and Sciences, where she serves on the Producers Executive Committee; the Academy of Television Arts and Sciences; and the Broadway League, where she is a member of the Tony Management Committee.

Ms. Chase brings to our Board of Directors extensive leadership skills, business acumen and legal expertise. She has extensive experience in advocating diversity, inclusion and philanthropic efforts throughout her professional career.

Lili Lynton has served as a member of our Board of Directors since December 2019. Ms. Lynton is the co-founder of The Dinex Group, which operates 21 Daniel Boulud branded restaurants. Prior to forming Dinex, she co-founded Telebank, an internet banking pioneer that 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 that 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 acquisitions analyst at Lehman Brothers. Ms. Lynton served as a Director of El Pollo Loco Holdings, Inc. (Nasdaq: LOCO) from 2016 to 2024. Ms. Lynton also 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 of The Hamilton Project, a division of the Brookings Institution, which develops proposals for a more equitable and robust U.S. economy; as a board member of The Center on Budget Policy and Priorities (a non-profit research institute focused on federal and state budgets); as Trustee of the Guggenheim Foundation (awards 175 annual Guggenheim Fellowships); as Trustee of Vera Institute for Justice (criminal justice reform organization); and as Trustee for the Bail Project (funds and operates 27 charitable bail funds across the nation).

Ms. Lynton brings to our Board of Directors experience and expertise in investment analysis, mergers and acquisitions and business operations as well as a diverse perspective resulting from her vast knowledge and business experience as well as her advocacy initiatives and non-profit board service.

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Gaming and Leisure Properties, Inc.

Joseph W.
Marshall, III

Age: 73

Director Since: 2013

Other Current Public Boards:

SIGA Technologies, Inc.

James B.
Perry

Age: 76

Director Since: 2017

Other Current Public Boards:

Fortress Credit Realty Income Trust

Joseph W. Marshall, III, has served as a member of our Board of Directors since October 2013. Mr. Marshall served as Vice Chairman of Stevens & Lee, PC and Griffin Holdings, LLC from February 2010 until December 2023, and currently serves as Of Counsel of Stevens & Lee. Mr. Marshall has served on the Board of Directors of SIGA Technologies, Inc. since 2009, as well as the Board of Directors of Maxim Healthcare Services, Inc. since 2017. He has served on several boards in the past, including the Cancer Treatment Centers of America – Eastern Regional Medical Center, First Bank of Delaware, and Health Partners, a provider-owned Medicaid/Medicare HMO operating in Greater Philadelphia from 2003-2008. From 2001 to 2008, Mr. Marshall was the CEO of Temple University Health System (“TUHS”), one of the largest healthcare organizations in Pennsylvania, and served as Chairman from 1999-2007, and from 2018-2025. He is currently a member of the board of TUHS and chairs its Audit and Compliance Committee. In addition, he chairs the boards of Temple University Hospital, Chestnut Hill Hospital, and is the Vice Chairman of Fox Chase Comprehensive Cancer Center. Mr. Marshall has also served on the Pennsylvania Gaming Control Board, the Pennsylvania State Ethics Commission (where he held positions as Vice Chairman and Chairman), and the Medicaid Commission, which was created by Congress and established by the Honorable Michael O. Leavitt, Secretary of the U.S. Department of Health & Human Services. Mr. Marshall has been a member of the Board of Trustees of Temple University since 1992.

Mr. Marshall brings to our Board of Directors extensive experience and expertise in law and compliance, with an in-depth knowledge of regulated industries, including gaming regulation, as well as significant experience as a director and an executive in both the private and public sectors.

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 has served on the Board of Trustees of Fortress Credit Realty Income Trust since June 2024 and presently serves as a member of its Audit Committee. 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.

Mr. Perry brings to our Board of Directors over thirty (30) years of gaming industry experience complemented by extensive operational, executive management and leadership expertise.

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2026 Proxy Statement | 13

Earl C.
Shanks

Age: 69

Director Since: 2017

Other Current Public Boards:

Cognyte Software Ltd. 

E. Scott
Urdang

Age: 76

Director Since: 2013

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. Mr. Shanks served as a director of Verint Systems Inc. (Nasdaq: VRNT) from July 2012 until January 2021. Additionally, Mr. Shanks has served as a director of Cognyte Software Ltd. (Nasdaq: CGNT) since January 2021 and Chairman since September 2023.

Mr. Shanks brings to our Board of Directors expertise and knowledge in the areas of accounting, finance, capital markets, tax, risk, information technology and cybersecurity through his various executive management leadership roles as well as his significant public company service as a director.

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 CenterSquare Investment Management, Inc.). CenterSquare Investment Management, Inc. is a Philadelphia-based global asset manager that specializes in 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 served as 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, real estate finance, and investment analysis at the Wharton School of the University of Pennsylvania.

Mr. Urdang brings to our Board of Directors extensive leadership experience in strategic planning, economics and finance as well as his comprehensive knowledge and proven 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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^● 

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 the management team

^● 

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

^● 

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

^● 

ensuring availability for consultation and direct communications on behalf of the independent directors with major shareholders, as appropriate

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2026 Proxy Statement | 15

Name

Audit and

Compliance

Peter M. Carlino

Michael C. Borofsky

Debra Martin Chase

Carol “Lili” Lynton

Joseph W. Marshall, III

James B. Perry

Barry F. Schwartz

Earl C. Shanks

E. Scott Urdang

Number of Committee Meetings Held in 2025

Barry F. Schwartz retired from the Company’s Board effective June 12, 2025.

E. Scott Urdang was appointed as Chair of the Board’s Nominating and Corporate Governance Committee following Mr. Schwartz’s retirement.

^● 

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 statement

^● 

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

^● 

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

^● 

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 discuss with the internal auditors any major issues as to the adequacy of the Company’s internal controls

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^● 

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

^● 

to review the Company’s policies and guidelines to assess and manage risk, including cybersecurity risk, and to assess steps taken by the management team to mitigate exposure to risk

^● 

to review the Company’s Code of Business Conduct on an annual basis

^● 

to oversee the Company’s compliance program

^● 

to conduct an annual self-assessment and present the results to the Board with oversight by the Nominating and Corporate Governance Committee

^● 

to evaluate the performance and determine the compensation of our CEO and other executive officers of the Company

^● 

to establish, review and evaluate, and amend, as necessary, employee compensation programs and policies and procedures for executive officers and employees generally

^● 

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

^● 

to review and discuss with the management team 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

^● 

to recommend the compensation of directors

^● 

to review and approve revisions and oversee compliance with the Company’s Policy Regarding the Mandatory Recovery of Compensation

^● 

to conduct an annual self-assessment and present the results to the Board with oversight by the Nominating and Corporate Governance Committee

^● 

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

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^● 

to 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

^● 

to determine whether a candidate recommended for membership on the Company’s Audit and Compliance Committee is financially literate and is able to read and understand fundamental financial statements and meets the standards of “an audit committee financial expert” as defined by Nasdaq and the Securities Act

^● 

to oversee and review the Company’s strategies, activities, policies and communications regarding sustainability, corporate responsibility, human capital management, talent recruitment, development, retention and employee engagement and corporate culture and make recommendations to the Board regarding material guidelines, documents or policies, or any changes related thereto

^● 

to oversee shareholder engagement with respect to matters relating to environmental sustainability, corporate responsibility and governance

^● 

to review and assess succession planning

^● 

to conduct an annual self-assessment and oversee the annual Board and committee self-assessment process and evaluation

^● 

to recommend members for each committee of the Board of Directors

^● 

to 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 maintaining an appropriate balance of tenure, diversity, skills and experience on the Company’s Board

^● 

to oversee the Company’s corporate governance policies

^● 

to evaluate and make recommendations to the Board regarding shareholder proposals

^● 

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 interests of directors with shareholders by providing a significant portion of annual compensation in the form of equity.

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Annual Cash Retainer

Annual Restricted Stock Award

Committee Chair Retainer

Committee Member Retainer

Name

Fees

Earned or

Paid in

Cash ($)⁽²⁾

Stock

Awards (#)⁽³⁾

Stock

Awards
($)⁽³⁾

Total  

Compensation  

($)  

Joseph W. Marshall, III

E. Scott Urdang

Earl C. Shanks

James B. Perry

Barry F. Schwartz⁽⁴⁾

Carol “Lili” Lynton

Debra Martin Chase

Michael Borofsky⁽⁵⁾

There were no unvested stock awards outstanding as of December 31, 2025.

Cash fees include annual board retainer and, where applicable, committee retainers. Mr. Marshall elected to receive his annual cash retainer and committee fees in the form of restricted stock in 2025.

The amounts listed above are calculated based on the closing price on the day prior to grant date and vest on December 1st of the year of the grant, with the exception of Mr. Schwartz whose shares vested in June 2025 in conjunction with his retirement from the Board of Directors, as noted below.

Mr. Schwartz retired from the Board of Directors effective June 12, 2025.

Mr. Borofsky was appointed to the Board of Directors on December 4, 2025. Fees referenced above were prorated for service provided during 2025.

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a candidate’s background and skills, including financial literacy, independence, and the contribution he or she would make in connection with developing and furthering the Company’s business strategy

a candidate’s ability to meet the suitability requirements of all applicable 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 team and other directors

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

changes to a candidate’s affiliations that could create potential conflicts of interest or result in the candidate not being able to serve in a manner that is consistent with the Company’s policies and/or values

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the name and address of such shareholder, as they appear on the Company’s records, 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 and representations 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 (or any successor provision) 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

a (a) signed directors’ and officers’ questionnaire, (b) 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 (c) such additional information, certificates, 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 (as set forth in the Company’s charter)

a representation as to whether the shareholder, proposed nominee or any Shareholder Associated Person intends to engage in a solicitation in support of director nominees other than the Board’s nominees in accordance with Rule 14a-19 promulgated under the Exchange Act (and if so, (a) including a statement that any such person intends to solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors in support of director nominees other than the Board’s nominees), and, if so, (b) confirming the names of the participants (as defined in Item 4 of Schedule 14A under the Exchange Act) in the solicitation. The term “Shareholder Associated Person” means any person acting in concert with such shareholder or another Shareholder Associated Person or who is otherwise a participant (as defined in Item 4 of Schedule 14A under the Exchange Act) in the solicitation

all information and representations 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

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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 in reasonable detail of all direct and indirect compensation, economic interests and other material monetary agreements, arrangements and understandings during the past three years 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

a description in reasonable detail of all other material relationships between the proposed nominee and the recommending shareholder and the beneficial owner, if any, including any agreements, arrangements and understandings between the recommending shareholder and the beneficial owner, if any, and the recommended nominee regarding the nomination

a description in reasonable detail 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 (a) signed directors’ and officers’ questionnaire, (b) 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 (c) 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

the written representation and agreement (in the form provided by the Secretary upon written request) of the recommended nominee that he or she (a) is not and will not become a party to a 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, (b) 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, (c) 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, (d) currently intends to serve as a director for the full term for which he or she is standing for election and will notify the Company simultaneously with the notification to the shareholder of his or her actual or potential unwillingness or inability to serve as a director, and (e) does not need any permission or consent from any third party to serve as a director of the Company, if elected, that has not been obtained, including any employer or any other board or governing body on which he or she serves, attaching copies of any and all requisite permissions or consents

a certificate executed by the shareholder certifying that such shareholder will (a) comply with Rule 14a-19 promulgated under the Exchange Act in connection with such shareholder’s solicitation of proxies in support of any proposed nominee, (b) notify the Company as promptly as practicable of any determination by the shareholder to no longer solicit proxies for the election of any proposed nominee as a director at the meeting, and (c) furnish such other or additional information as the Company may request for the purpose of determining whether the requirements set forth in Section 7.04 of the Second Amended and Restated Bylaws have been complied with and of the evaluation of any nomination or other business described in the shareholder’s notice

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one or more written statements from the record holder of the shares (and from each intermediary through which the shares are or have been held during the requisite three-year holding period) verifying that, as of the date the notice is delivered to or received by the Company, the eligible shareholder owns, and has owned continuously for the preceding three years, the required shares, and the eligible shareholder’s agreement to provide: (a) within five days after the record date for the meeting, written statements from the record holder and intermediaries verifying the eligible shareholder’s continuous ownership of the required shares through the record date, and (b) immediate notice if the eligible shareholder ceases to own any of the required shares prior to the date of the applicable annual meeting of shareholders

the eligible shareholder’s representation and agreement that the eligible shareholder (including each member of any group of shareholders that together is an eligible shareholder) intends to continue to satisfy the eligibility requirements through the date of the annual meeting

the written consent of each proxy access shareholder nominee to be named in the Company’s proxy statement as a nominee and serve as a director if elected, together with the information and representations that would be required to be set forth in, or accompanied with, a shareholder’s notice of a nomination pursuant to the advance notice provisions, and any additional information that may be requested by the Board pursuant to the advance notice provisions as is necessary for the Board to determine if (a) the proxy access shareholder nominee is an independent director and (b) the proxy access shareholder nominee is eligible to be found suitable or licensed or otherwise qualified by the applicable gaming and regulatory authorities for the jurisdictions in which the Company operates

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a copy of the Schedule 14N that has been filed with the SEC as required by Rule 14a-18 under the Exchange Act, as such rule may be amended

a representation that the eligible shareholder, including each member of any group of shareholders that together is an eligible shareholder, (a) acquired the required shares in the ordinary course of business and not with the intent to change or influence control at the Company, and does not presently have such intent, (b) has not nominated and will not nominate for election to the Board at the annual meeting of shareholders any person other than the proxy access shareholder nominee(s) being nominated, (c) has not engaged and will not engage in, and has not and will not be a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the annual meeting other than its proxy access shareholder nominee or a nominee of the Board, (d) will not distribute to any shareholder any form of proxy for the annual meeting other than the form distributed by the Company, and (e) in the case of a nomination by a group of shareholders that together is an eligible shareholder, the designation by all group members of one group member that is authorized to act on behalf of all such members with respect to the nomination and matters related thereto, including any withdrawal of the nomination

an undertaking that the eligible shareholder agrees to (a) assume all liability stemming from any legal or regulatory violation arising out of the eligible shareholder’s communications with the shareholders of the Company or out of the information that the eligible shareholder provided to the Company, (b) indemnify and hold harmless the Company and each of its directors, officers and employees individually against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Company or any of its directors, officers or employees arising out of any nomination, solicitation or other activity by the eligible shareholder in connection with its efforts to elect the proxy access shareholder nominee, (c) comply with all other laws and regulations applicable to any solicitation in connection with the annual meeting, and (d) provide to the Company prior to the annual meeting such additional information as deemed necessary by the Company to comply with the foregoing

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Name

Peter M. Carlino

Brandon J. Moore

Desiree A. Burke

Steven L. Ladany

Matthew J. Demchyk*

As previously reported, in connection with an internal reorganization, the position of Senior Vice President and Chief Investment Officer of the Company was eliminated, resulting in the termination of Mr. Demchyk’s employment effective August 1, 2025. When we discuss in this CD&A our compensation objectives for our NEOs for 2025 and prospectively, we are addressing only those NEOs who continue to serve as executive officers: Mr. Carlino, Mr. Moore, Ms. Burke and Mr. Ladany, unless otherwise noted.

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Strong Operating Results

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Compensation Factor

Annual Cash Bonus

Service-Based

Equity Awards

Performance-

Based-Equity Awards

Total Realized Compensation

CEO realized compensation includes base salary and annual bonus, the year-end value of service-based equity granted on January 1, and the value of performance-based equity earned for each completed three-year period ending December 31, multiplied by the December 31 stock price.