GAMING AND LEISURE PROPERTIES REIT (GLPI)
Sector: Real Estate
2026 Annual Meeting Analysis
GAMING AND LEISURE PROPERTIES REIT · Meeting: June 4, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
GLPI's 3-year stock return of +9.8% beats the peer group median by +8.3 percentage points, well below the 35-point gap needed to trigger a concern; no overboarding, attendance, or independence issues apply to Carlino as the CEO-Chairman.
Joined the board in December 2025, well within the 24-month new-director exemption from the stock-performance trigger, and brings relevant M&A, finance, and gaming industry experience.
Joined in April 2024, within the 24-month new-director exemption; serves on one other public board (B&G Foods) — well below the overboarding threshold — and brings legal and leadership experience.
Has served since 2019; GLPI's 3-year relative outperformance versus the peer median (+8.3pp) means no TSR trigger applies, and she chairs the Audit Committee with disclosed financial expertise.
Has served since 2013; the TSR trigger does not apply given GLPI's outperformance of the peer median over 3 years, and he serves on two other public boards — within the overboarding limit.
Has served since 2017; no TSR trigger fires given GLPI's positive peer-relative 3-year performance, and his one other board seat (Fortress Credit Realty Income Trust) is well below the overboarding threshold.
Has served since 2017; the peer-group TSR comparison shows GLPI outperformed the median, no trigger fires; serves on one other public board and brings strong financial/CFO expertise to the Audit Committee.
Has served since 2013; GLPI's 3-year stock return exceeds the peer median by +8.3 percentage points, far short of the 35-point underperformance threshold needed for a concern; no other flags apply.
All eight director nominees receive a FOR vote. GLPI's 3-year total shareholder return of +9.8% outperforms the company-disclosed peer group median of +1.5% by +8.3 percentage points — well below the 35-point underperformance threshold required to trigger concern under the policy. Two newer directors (Borofsky and Chase) fall within the 24-month new-director exemption. No director exceeds the overboarding limit, attendance was adequate for all eligible directors, audit committee members have confirmed financial expertise, and no independence or familial-relationship issues were identified.
Say on Pay
✓ FORCEO
Peter M. Carlino
Total Comp
$14,054,918
Prior Support
96%%
The prior year's shareholder advisory vote on pay received overwhelming 96% support, far above the 70% threshold that would require a response. The pay program is heavily weighted toward variable, performance-linked compensation — over 60% of NEO pay is at-risk, with long-term equity awards tied to 3-year relative total shareholder return versus REIT indices and a triple-net REIT peer group, annual cash bonuses tied to pre-set AFFO growth and dividend targets, and a hard cap at target if absolute TSR is negative. GLPI's 3-year stock return of +9.8% outperforms the company-disclosed peer group median of +1.5%, indicating that above-benchmark incentive pay is supported by shareholder experience, and the company maintains a meaningful clawback policy consistent with SEC and Nasdaq requirements.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Deloitte & Touche LLP is a Big 4 firm appropriate for GLPI's $13.4 billion market cap; the proxy filing does not disclose auditor fee data or auditor tenure in the text provided, so neither the non-audit fee ratio trigger nor the tenure trigger can be confirmed — per policy, absent confirmed data these triggers do not fire and the default FOR vote applies.
Overall Assessment
GLPI's 2026 annual meeting ballot contains three standard proposals — director elections, auditor ratification, and an advisory vote on executive pay — all of which receive a FOR vote determination. The company's stock has outperformed its disclosed peer group over three years, pay is heavily performance-linked with strong prior shareholder support, and no material governance red flags were identified for any director or the auditor.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing