To Our Shareholders,

The Board of Directors of Gaming and Leisure Properties, Inc. cordially invites you to attend the 2024 Annual Meeting of Shareholders on June 13, 2024 at 10 a.m. EDT. Details regarding the Annual Meeting can be found on the Notice of Annual Meeting of Shareholders found in the Company’s 2024 Proxy Statement.

2023 marked another year of growth, transformation and continued stability for the Company and its shareholders. The Company closed 2023 having invested an exceptional $760 million in new properties and expanding our portfolio to 61 properties in 18 states by year end, which included expanding relationships with existing tenants and forming a new partnership with an established, national gaming operator. The Company also strengthened its balance sheet by reducing leverage to 4.8x and delivered a three-year total shareholder return of 40%.

This year brought an expansion of our existing business into greenfield and redevelopment projects, with the Company providing financing for the construction of Hard Rock Casino Rockford in Rockford, Illinois, and leading The Queen Baton Rouge landside development project in Baton Rouge, Louisiana. These projects have further demonstrated the capability of the Company’s management and development teams and served as a catalyst to allow the Company to explore and pursue new growth opportunities.

In 2023, we strengthened relationships in the communities where we conduct business and own real estate. We expanded our local
community outreach and charitable contributions to the national level. We continue to focus on overall community betterment
through our sustainability and corporate responsibility initiatives, which include routine environmental diligence during the
acquisition process as well as the completion of a portfolio-wide climate risk assessment.

Sadly, not all news in 2023 was good. We suffered the unexpected loss of our beloved director, JoAnne A. Epps, in September
2023. Ms. Epps’ service on our board, although too brief, will continue to have a profound effect. It is an understatement to say she
touched each and every person she encountered in a remarkable way, and we would like to take this time to express our deep
appreciation for her service not only to our Company but also to the communities upon which she had a tremendous impact.

I want to take this opportunity to thank our shareholders for their continued support of our Company and express my gratitude and
appreciation to our dedicated employees for making these results possible. We are excited about the impressive results achieved
for our shareholders in 2023 and continue our work to deliver another year of strong performance in 2024.

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, Debra Martin Chase, Carol “Lili” Lynton, Joseph W. Marshall, III, James B. Perry, Barry F. Schwartz, Earl C. Shanks and E. Scott Urdang as directors to hold office until the Company’s 2025 Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified.

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

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

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 13, 2024

Record Date

April 11, 2024

Place

845 Berkshire Blvd., Suite 200

Wyomissing, Pennsylvania 19610

Proposal

Board

Recommendation

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Peter M. Carlino

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

Debra Martin Chase

Founder and Chief
Executive Officer of
Martin Chase Productions

Carol “Lili” Lynton

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

Joseph W. Marshall, III

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

James B. Perry

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

Barry F. Schwartz

Retired. Executive
Vice Chairman
Emeritus, MacAndrews
& Forbes Inc.

Earl C. Shanks

Retired. Former Chief
Financial Officer of
Essendant, Inc.

E. Scott Urdang

Retired. Founder,
Chairman, and Chief
Executive Officer of
Center Square Capital
Management, Inc.

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

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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

Female / Male

African American or Black

Alaskan American or Native American

Asian

Hispanic or Latinx

Native Hawaiian or Pacific Islander

White

Two or More Races or Ethnicities

LGBTQ+

Did not Disclose Demographic Background

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Leverage

Below 4.8x

40% 3-Year TSR

$760 Million Invested

Engaged a nationally recognized expert to conduct climate risk assessments of our properties

Premier Tenants

Approximately 88% of our rent comes from premier publicly traded gaming companies

90% 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 24 years to 58 years

Investment Grade Ratings

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

Durable Underlying Business

We collected 100% of our rent during the COVID-19 pandemic

Assets Critical for State Budgets

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

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2024 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

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

Performance-Based Equity Awards(“at-risk”) 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 goals

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

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Environmental Stewardship

As part of our comprehensive approach to 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. As environmental concerns become more prevalent, we recognize the value in complying with increased regulations and applicable environmental standards.

GLPI is committed to environmental sustainability in our communities, including reducing our footprint through energy efficiency measures and reducing waste through co-mingled recycling programs. Highlights of our efforts and accomplishments include:

^●  Our third annual tenant engagement initiative, which included a portfolio-wide climate risk assessment and limited condition facility assessments for all properties

^●  100% tenant participation and engagement on certain ESG initiatives

^●  Environmental Site Assessments (ESAs) conducted during diligence process of potential transactions

^●  A sophisticated rainwater management system is installed at our corporate headquarters to help reduce flooding and pollutants in water run-off

To reinforce our level of commitment and support to tenants, we provided them with accessibility to and use of, at no charge, a third-party platform to aid in the compilation and reporting of utility data to encourage enhanced transparency and to aid in determining greenhouse gas emissions at our properties.

We are also evaluating climate-related risks and opportunities to include in our near and long-term environmental strategies. We published our first standalone ESG Tearsheet in 2022 and expect to publish our inaugural standalone Corporate Responsibility Report with updated metrics and environmental data in 2024.

Going forward, we will continue to engage with suppliers to measure and manage these impacts to conserve resources, reduce costs, and promote ethical practices in line with our values.

Social Responsibility

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 that encourages our employees to focus on their long-term success along with the long-term success of the Company. At GLPI, we believe our most important asset is our team members. We continually strive to use our knowledge, talents, and resources to improve the quality of life of our communities, customers, and workforce. By developing our culture with a focus on improving social responsibility, we will continue to drive innovation in our industry.

We strive to foster a culture of inclusion, so all team members feel respected. Our culture was built to promote positive attitudes, strong work ethics and individual authenticity. We believe a representative workforce fosters innovation and cultivates an environment of unique perspectives. As of December 31, 2023, 50% of our employees identify as female.

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Our Board of Directors recognizes that a culture of equity helps us compete more effectively, sustain success, and build long-term shareholder value. We believe that inclusion is central to our innovation and productivity and the Company is stronger because of the variety of backgrounds, perspectives, and experiences of its employees and Board. Some highlights include:

^●  Our leaders receive education on how to foster an inclusive workplace

^●  We implemented our Inclusive Workplace Policy in 2020

Our employees are far and away our biggest asset. We strive 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 families in need. Our employees volunteer at food banks and participate in other charitable events, including clothing drives and food drives for animal shelters. We completed our second Annual Day of Service to support the Berks County branch of Helping Harvest in fighting hunger. 89% of our employees participated in this initiative focused on helping our local community. The Company also contributed to the construction of a women’s and children’s shelter in Berks County, Pennsylvania and committed to a multi-year donation.

The Company proudly further expanded its local community involvement efforts nationally partnering with certain tenants in those states where we own real estate. For example, in 2023, the Company partnered with its tenant to sponsor the St. Charles County Mayor’s Charity Ball which benefited deserving charities in the St. Charles, Missouri area. Other notable partnerships and community outreach and involvement include Angel Tree, Trees for Troops, Salvation Army, Habitat for Humanity, Junior League of Reading’s Young Women’s Summit, The Give Foundation and The Boys & Girls Clubs of St. Charles County, Missouri.

Culture Of Governance

We emphasize a culture of accountability and conduct our business in a manner that is fair, ethical, and responsible to earn the trust of our stakeholders. We also maintain governance, compliance, and risk management practices to help ensure compliance with applicable laws and regulations governing our business. We believe that good corporate governance is important to ensure that GLPI is managed for the long-term benefit of its shareholders.

GLPI is governed by an eight (8) person board. Our Board is responsible for the oversight of the management of our company and its business for the long-term benefit of our stakeholders. 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 independent, experienced and diverse Board with expertise in a broad set of areas relevant to our business. 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 support an open and honest environment in an effort to ensure that the highest principles of integrity and inclusion are maintained.

Our Audit and Compliance Committee has responsibility for oversight of our risk management processes and regularly discusses with the management team our major risk exposures and strategies. We implement robust risk management programs to ensure compliance with applicable laws and regulations governing ethical business practices, including our relationships with suppliers, customers and business partners, and our industry.

We believe that strong corporate governance and effective management of enterprise risk are crucial for the long-term success of our business and stakeholders. Vendors must comply with local laws and ethical business practices as outlined in our Vendor Code of Conduct. We seek long-term relationships with partners based on mutual trust, respect, and cooperation.

We routinely engage with our stakeholders to better understand their views on sustainability matters, carefully considering the feedback we receive and acting when appropriate.

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Peter M.
Carlino

Age: 77

Director Since: 2013

Other Current Public Boards:

PENN Entertainment, Inc. (Emeritus)

Debra Martin
Chase

Age: 66

Director Since: 2024

Other Current Public Boards:

Bridge Investment Group Holdings Inc. and B&G Foods, Inc.

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. (“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 for both Penn State Health and Penn State Health/St. Joseph Regional Health Network. Mr. Carlino has served as the Chairman of the Board of Directors and as Chief Executive Officer for PENN, and now the Company, collectively for thirty (30) years.

Mr. Carlino brings to our Board of Directors extensive leadership and management experience, 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.

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 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 a member of the Corporate Social Responsibility Committee of B&G Foods, Inc. (NYSE: BGS) since July 2020 and a member of the board of directors and the Audit Committee of Bridge Investment Group Holdings Inc. (NYSE: BRDG) since July 2021. 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. Before that, Ms. Chase 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, where she founded and chaired its Diversity and Inclusion Committee, and the board of trustees for Mount Holyoke College. She is a member of the Motion Picture Academy, where she serves on the Producers Executive Committee; the Television Academy; the Broadway League, where she is a member of the Tony Management Committee; and the board of the Producers Guild Foundation.

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

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Carol “Lili”
Lynton

Age: 62

Director Since: 2019

Other Current Public Boards:

El Pollo Loco Holdings, Inc.;

CIM RACR (Trustee)

Joseph W.
Marshall, III

Age: 71

Director Since: 2013

Other Current Public Boards:

SIGA Technologies, Inc.

Joseph W. Marshall, III has served as a member of our Board of Directors since October 2013. Mr. Marshall has also served as the Vice-Chairman of the law firm Stevens & Lee, PC and Vice Chairman of Griffin Holdings, LLC since February 2010. Mr. Marshall has served on the Board of Directors of SIGA Technologies, Inc. since 2009 and has served on a number of other boards in the past, including the Cancer Treatment Centers of America-Eastern Regional Medical Center and First Bank of Delaware. From 2001 to 2008, Mr. Marshall served as the Chairman and CEO of Temple University Health System, one of the largest healthcare organizations in Pennsylvania. Mr. Marshall served as director of Health Partners, a provider-owned Medicaid/Medicare Health Maintenance Organization operating in Greater Philadelphia, from 2003 to 2008. Mr. Marshall also previously served on the Pennsylvania Gaming Control Board, Pennsylvania Ethics Commission and the Medicaid Commission created by Congress and established by the Honorable Michael O. Leavitt, Secretary of the U.S. Department of Health & Human Services. In addition, Mr. Marshall has been a member of the Board of Trustees of Temple University for over thirty (30) years. He currently chairs the boards of the Chestnut Hill Hospital and the Fox Chase Comprehensive Cancer Center.

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

Ms. Lynton brings to our Board of Directors experience and expertise in investment analysis, mergers and acquisitions and business operations as well 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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James B.
Perry

Age: 74

Director Since: 2017

Barry F.
Schwartz

Age: 75

Director Since: 2017

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 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 years of gaming industry experience as well as extensive executive management and leadership experience.

Barry F. Schwartz was appointed to our Board of Directors in May 2017. Mr. Schwartz has served as Emeritus Vice Chairman of MacAndrews & Forbes Incorporated, a diversified holding company, since July 2019. Mr. Schwartz was Executive Vice Chairman and Chief Administrative Officer of MacAndrews & Forbes Incorporated and various affiliates from October 2007 to December 2015. Prior to that, Mr. Schwartz was Executive Vice President and General Counsel of MacAndrews & Forbes Incorporated and various affiliates since 1993 and Senior Vice President of MacAndrews & Forbes Incorporated and various affiliates from 1989 to 1993. Mr. Schwartz was a director of Revlon, Inc. and Revlon Consumer Products Corporation from 2004 until 2023. Mr. Schwartz was formerly Vice Chairman and served as a member of the Board of Trustees of The City University of New York until 2020. He is Trustee Emeritus and former Chairman of the Board of Trustees at Kenyon College and formerly was a member of the Georgetown University Law Center Board of Visitors. Mr. Schwartz is a member of the Board of Directors of NYU Langone Medical Center. Mr. Schwartz served as a member of the Board of Directors of Scientific Games from 2003 until September 2020, where he served as a member of the Compliance Committee and Compensation Committee.

Mr. Schwartz brings to our Board of Directors extensive experience and knowledge in the areas of mergers and acquisitions, legal and compliance through his service as a senior executive in a large, diversified holding company.

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Earl C.
Shanks

Age: 67

Director Since: 2017

Other Current Public Boards:

Cognyte Software Ltd. 

E. Scott
Urdang

Age: 74

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. from July 2012 until January 2021. Additionally, Mr. Shanks has served as a director of Cognyte Software Ltd. 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, 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 an investment management company that manages and participates in public, private, global, and US-only 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 has experience as a 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, and 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.

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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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Name

Audit and

Compliance

Peter M. Carlino

JoAnne Epps⁽¹⁾

Carol (“Lili”) Lynton

Joseph W. Marshall, III

Chair

James B. Perry

Chair

Barry F. Schwartz

Earl C. Shanks

E. Scott Urdang

Chair

Number of Committee Meetings Held in 2023

Ms. Epps passed away on September 19, 2023.

Name

Audit and

Compliance

Peter M. Carlino

Debra Martin Chase⁽¹⁾

Carol (“Lili”) Lynton

Chair

Joseph W. Marshall, III

James B. Perry

Chair

Barry F. Schwartz

Chair

Earl C. Shanks

E. Scott Urdang⁽²⁾

Ms. Chase was appointed to the Board of Directors and the Nominating and Corporate Governance Committee effective April 22, 2024.

Mr. Urdang served on the Nominating and Corporate Governance Committee until Ms. Chase’s appointment.

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

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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

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 through the Nominating and Corporate Governance Committee

to determine the compensation of our CEO and other named 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 conduct an annual self-assessment and present the results to the Board through the Nominating and Corporate Governance Committee

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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

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

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

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

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

review and assess succession planning

oversee the annual Board and committee self-assessment process and evaluation

recommend members for each committee of the Board of Directors

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

oversee the Company’s Corporate Governance policies

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

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to provide a compensation program that aligns the interest of directors with shareholders by providing a significant portion of annual compensation in the form of equity

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
($)

JoAnne A. Epps⁽⁴⁾

Carol (“Lili”) Lynton

Joseph W. Marshall, III

James B. Perry

Barry F. Schwartz

Earl C. Shanks

E. Scott Urdang

There are no unvested stock awards outstanding as of December 31, 2023.

Cash fees include annual board retainer and committee fees. Mr. Marshall and Mr. Urdang elected to receive their annual board retainer and committee fees in the form of restricted stock in 2023.

The amounts listed above are calculated based on the closing price on the day prior to grant date and vest on December 1^st of the year of the grant.

The cash fee disclosed above has been prorated based on service at the time of her passing.

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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 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 books, 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) completed and 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 is otherwise required, in each case pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated

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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) completed and 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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Gaming and Leisure Properties, Inc.

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 (5) 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 being named in the Company’s proxy statement as a nominee and to serving 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

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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

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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