Gaming and Leisure Properties shareholders approve slate

Gaming and Leisure Properties, Inc. reported the results of its 2026 Annual Meeting of Shareholders.

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Form Type

8-K

Rhea-AI Filing Summary

Gaming and Leisure Properties, Inc. reported the results of its 2026 Annual Meeting of Shareholders. All eight director nominees were re-elected for one-year terms, with support levels generally high across the slate. For example, Carol “Lili” Lynton received 252,799,247 votes for, 260,295 against, and 146,980 abstentions, with 12,175,126 broker non-votes.

Shareholders also ratified Deloitte & Touche LLP as independent registered public accounting firm for the 2026 fiscal year, with 263,580,276 votes for and 1,490,779 against. In addition, the non-binding advisory vote on executive compensation passed, drawing 237,433,167 votes for, 15,518,602 against, 254,753 abstentions, and 12,175,126 broker non-votes, indicating continued shareholder support for current pay practices.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Director votes – Carol “Lili” Lynton: 252,799,247 votes for Director opposition – E. Scott Urdang: 22,162,839 votes against Auditor ratification support: 263,580,276 votes for +5 more

8 metrics

Director votes – Carol “Lili” Lynton 252,799,247 votes for Election of directors at 2026 annual meeting

Director opposition – E. Scott Urdang 22,162,839 votes against Election of directors at 2026 annual meeting

Auditor ratification support 263,580,276 votes for Deloitte & Touche LLP as 2026 auditor

Auditor ratification opposition 1,490,779 votes against Deloitte & Touche LLP as 2026 auditor

Say-on-pay support 237,433,167 votes for Non-binding advisory vote on executive compensation

Say-on-pay opposition 15,518,602 votes against Non-binding advisory vote on executive compensation

Broker non-votes – directors 12,175,126 broker non-votes Director elections at 2026 annual meeting

Broker non-votes – say-on-pay 12,175,126 broker non-votes Non-binding advisory vote on executive compensation

Key Terms

broker non-votes, independent registered public accounting firm, non-binding advisory vote, emerging growth company

4 terms

broker non-votes financial

"Broker Non-Votes: | Not Applicable ... Broker Non-Votes: | 12,175,126"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

non-binding advisory vote financial

"The non-binding advisory vote to approve the Company’s executive compensation"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Gaming and Leisure Properties (GLPI) shareholders decide at the 2026 annual meeting?

Shareholders re-elected all eight director nominees and approved all other proposals. They ratified Deloitte & Touche LLP as auditor for 2026 and supported the company’s executive compensation in a non-binding advisory vote.

Were all director nominees for Gaming and Leisure Properties (GLPI) re-elected in 2026?

Yes, all eight director nominees were re-elected to one-year terms. Vote support was generally strong, with each nominee receiving a clear majority of votes cast in favor, despite some variation in opposition levels among individual directors.

How did Gaming and Leisure Properties (GLPI) shareholders vote on the 2026 auditor ratification?

Shareholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the 2026 fiscal year. The proposal received 263,580,276 votes for, 1,490,779 against and 310,593 abstentions, with broker non-votes not applicable.

What were the results of the Gaming and Leisure Properties (GLPI) say-on-pay vote in 2026?

The non-binding advisory vote on executive compensation was approved. Shareholders cast 237,433,167 votes for and 15,518,602 votes against, with 254,753 abstentions and 12,175,126 broker non-votes, signaling overall support for the company’s pay programs.

Which Gaming and Leisure Properties (GLPI) director nominee received the most opposition votes?

E. Scott Urdang recorded the highest number of votes against among the nominees. He received 230,047,611 votes for, 22,162,839 against and 996,072 abstentions, along with 12,175,126 broker non-votes, yet was still re-elected to the board.

How many broker non-votes occurred on key proposals for Gaming and Leisure Properties (GLPI)?

Broker non-votes totaled 12,175,126 for the director elections and the say-on-pay proposal. These shares counted toward quorum but were not considered votes for or against those non-routine matters presented at the annual meeting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/05/2026 - 03:27 PM EDT

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).

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents