Gaming & Leisure Properties Inc (GLPI) 2026 Annual Meeting

This advisory (non-binding) proposal asks shareholders to approve the Company’s disclosed executive compensation as a whole, encompassing the Compensation Discussion & Analysis, compensation tables and narrative. Management seeks this approval to confirm shareholder support for a compensation framework that the Board and Compensation Committee view as pay-for-performance: annual cash bonuses are primarily tied to AFFO growth, dividend growth and strategic objectives, while a majority of long-term incentives are performance-based equity awards measured against relative TSR vs. the MSCI US REIT Index and a selected triple-net REIT peer group, with service-based awards for retention. The Company emphasizes governance safeguards—stock ownership guidelines, anti-hedging/anti-pledging policies, clawback provisions, and double-trigger change-in-control vesting—and reports substantial shareholder engagement and prior strong say-on-pay support (96% in 2025). Management’s counter-argument to potential shareholder concerns emphasizes that the mix of metrics (internal AFFO/dividends and external TSR comparators) aligns management with both operational goals and market-relative performance, and that caps and absolute TSR protections limit payouts when absolute performance is negative. Company-specific context includes a growth strategy with significant development funding and accretive transactions, an emphasis on balance-sheet discipline (net leverage below target range), and the use of LTIP Units for tax-efficient long-term alignment. The Board recommends a FOR vote because it believes the program attracts and retains executives with specialized gaming and real estate expertise, incentivizes long-term value creation, and has been adjusted in response to shareholder feedback. As an advisory measure, a negative or significant dissenting vote would prompt the Compensation Committee to engage with shareholders and consider program changes, but would not be binding. For institutional investors evaluating governance, key considerations include the relative weighting of TSR vs. AFFO/dividends, the peer group composition, the LTIP Unit structure (profits-interest treatment), and the demonstrated shareholder support and responsiveness from management in prior years.