Gaming & Leisure Properties, Inc.

8-K · glpi-20260604.htm iXBRL

0001575965 2022-02-25 2022-02-25

 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549

 FORM 8-K

 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
 THE SECURITIES EXCHANGE ACT OF 1934

 Date of Report (Date of earliest event reported): 6/4/2026

 Gaming and Leisure Properties, Inc.
 (Exact name of registrant as specified in its charter)

 Pennsylvania 001-36124 46-2116489
 (State or Other Jurisdiction of
Incorporation or Organization) (Commission File Number) (IRS Employer Identification No.)

 845 Berkshire Blvd., Suite 200
 Wyomissing , PA 19610
 (Address of principal executive offices)

 610 - 401-2900
 (Registrant’s telephone number, including area code)

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
       
 ☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  
 ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  
 ☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  
 ☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class Trading Symbol(s) Name of each exchange on which registered
 Common Stock, par value $.01 per share GLPI Nasdaq

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 Emerging growth company ☐

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐   

 Item 5.07
 Submission of Matters to a Vote of Security Holders .

 On June 4, 2026, at the 2026 Annual Meeting of Shareholders (the "Annual Meeting") of Gaming and Leisure Properties, Inc. (the "Company"), the Company's director nominees were re-elected and all other proposed measures passed. The final voting results for each of the candidates and other matters submitted to a vote of shareholders at the Annual Meeting are as follows:

 a) The election of eight directors, each to serve for a one-year term until the 2027 annual meeting of shareholders:

 Name of Nominee
 Votes For
 Against
 Abstentions
 Broker Non-Votes

 Peter M. Carlino
 242,375,045 10,677,107 154,370 12,175,126
 Michael C. Borofsky 247,503,379 5,553,642 149,501 12,175,126
 Debra Martin Chase
 247,861,715 5,023,934 320,873 12,175,126
 Carol “Lili” Lynton
 252,799,247 260,295 146,980 12,175,126
 Joseph W. Marshall, III
 245,489,429 7,560,488 156,605 12,175,126
 James B. Perry
 242,060,481 10,995,828 150,213 12,175,126
 Earl C. Shanks
 250,542,396 2,514,337 149,789 12,175,126
 E. Scott Urdang
 230,047,611 22,162,839 996,072 12,175,126

 b)    The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year:

 Votes For:
 263,580,276
 Votes Against:
 1,490,779
 Abstentions:
 310,593
 Broker Non-Votes:
 Not Applicable

 c)    The non-binding advisory vote to approve the Company’s executive compensation:

 Votes For:
 237,433,167
 Votes Against:
 15,518,602
 Abstentions:
 254,753
 Broker Non-Votes:
 12,175,126

 Item 9.01
 Financial Statements and Exhibits.

 (d) Exhibits.

 Exhibit
 Number
 Description

 104
 Cover Page Interactive Data File (embedded within Inline XBRL document).

  
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 SIGNATURE
  
 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
  
  

 Dated: June 5, 2026 GAMING AND LEISURE PROPERTIES, INC.
    
   By: /s/ Brandon J. Moore
   Name: Brandon J. Moore
   Title: President, Chief Operating Officer & Secretary

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