8-K

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): 9/27/2024

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 27, 2024, the Board of Directors (the “Board”) of Gaming and Leisure Properties, Inc. (the “Company”) promoted Brandon Moore, the Company’s Chief Operating Officer, Chief Legal Counsel and Secretary, to serve in the additional role of President of the Company, effective immediately.

Mr. Moore, age 50, joined the Company in January 2014 as Senior Vice President and General Counsel and was appointed to the role of Chief Operating Officer in October 2022. Mr. Moore previously served as Vice President, Senior Corporate Counsel at Penn National Gaming, Inc. (now PENN Entertainment, Inc.) from February 2010 to 2014 where he was a senior member of the legal team responsible for a variety of transactional, regulatory and general legal matters. Prior to joining PENN Entertainment, Mr. Moore was Of Counsel to Ballard Spahr, LLP, a Philadelphia based law firm where he provided advanced legal counsel to private and public clients on a wide variety of legal, compliance and regulatory matters. He earned a B.S. in Finance with high distinction from Pennsylvania State University in 1996 and received his J.D. from the University of Pennsylvania Law School in 1999.

In connection with Mr. Moore’s appointment as the President of the Company, on September 27, 2024, the Compensation Committee of the Board approved an increase to Mr. Moore’s annual base salary to $650,000 and increased Mr. Moore’s target and maximum opportunities under the Company’s annual cash bonus program to 100% and 200%, respectively, of his base salary. For 2024, these increased bonus opportunities, tied to his increased base salary, will apply for one quarter of the year.

Mr. Moore was not appointed pursuant to any arrangement or understanding with any other person, has no family relationships with any of the Company’s directors or executive officers, and there have been no related party transactions between the Company and Mr. Moore reportable under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

A copy of the press release, dated September 30, 2024, announcing the appointment of Mr. Moore to the additional role of President, is filed as Exhibit 99.1 to this Current Report on Form 8-K, and incorporated herein by reference.

The press release is being furnished pursuant to Item 7.01, and the information contained therein shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.	Description
99.1	Press release dated September 30, 2024
104	Cover Page Interactive Data File (embedded within the 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: September 30, 2024	GAMING AND LEISURE PROPERTIES, INC.
	By:	/s/ Desiree A. Burke
	Name:	Desiree A. Burke
	Title:	Chief Financial Officer

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EX-99.1

GAMING AND LEISURE PROPERTIES PROMOTES

BRANDON MOORE TO ADDITIONAL ROLE OF PRESIDENT

WYOMISSING, Pa., September 30, 2024 -- Gaming and Leisure Properties, Inc. (“GLPI” or the “Company”) (NASDAQ: GLPI) today announced the promotion of Chief Operating Officer, Brandon Moore, to the additional role of President, effective immediately. Mr. Moore will continue to report to the Company’s Chairman and Chief Executive Officer, Peter Carlino.

“Brandon has played an instrumental role in all of GLPI’s growth and success since we established North America’s first gaming-focused real estate investment trust over ten years ago,” said Peter Carlino. “With his strong legal background, experience in the gaming industry spanning fourteen years, his involvement in the tax-free spin which created GLPI, and over ten years of success as a leader in the REIT industry, I am delighted to have Brandon take on the role of President at GLPI.

“Brandon has been a key driver of the approach our excellent finance, accounting, development and legal teams take as they work closely with tenants and seek to identify and consummate new transactions for GLPI, while financing our growth with a prudent approach to capital allocation. I am confident that Brandon’s background, expertise and knowledge will remain highly valuable to GLPI as we continue to build the Company through new real estate and financing transactions, project development, and innovative structures with existing and prospective tenants.”

Brandon Moore joined GLPI near its inception in 2014 as Senior Vice President and General Counsel and previously served as Vice President, Senior Corporate Counsel at Penn National Gaming, Inc. (now PENN Entertainment, Inc.) from February 2010 to 2014 where he was a senior member of the legal team responsible for a variety of transactional, regulatory and general legal matters. Prior to joining PENN Entertainment, Mr. Moore was Of Counsel to Ballard Spahr, LLP, a Philadelphia based law firm where he provided advanced legal counsel to private and public clients on a wide variety of legal, compliance and regulatory matters.He earned a B.S. in Finance with high distinction from Pennsylvania State University in 1996 and received his J.D. from the University of Pennsylvania Law School in 1999. Mr. Moore is a member of the Pennsylvania Bar Association.

About Gaming and Leisure Properties

GLPI is engaged in the business of acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements, pursuant to which the tenant is responsible for all facility maintenance, insurance required in connection with the leased properties and the business conducted on the leased properties, taxes levied on or with respect to the leased properties and all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can be identified by the use of forward-looking terminology such as “expects,” “believes,” “estimates,” “intends,” “may,” “will,” “should” or “anticipates” or the negative or other variation of these or similar words, or by discussions of future events, strategies or risks and uncertainties. Such forward-looking statements are inherently subject to risks, uncertainties and assumptions about GLPI and its subsidiaries, including risks related to the following: GLPI’s ability to successfully source and consummate transactions, including receipt of all required approvals and consents, or other delays or impediments to completing transactions; GLPI's ability to maintain its status as a REIT; our ability to access capital through debt and equity markets in amounts and at rates and costs acceptable to GLPI; the impact of our substantial indebtedness on our future operations; changes in the U.S. tax law and other state, federal or local laws, whether or not specific to REITs or to the gaming or lodging industries; and other factors described in GLPI’s Annual Report on Form 10-K for the year ended December 31, 2023, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, each as filed

with the Securities and Exchange Commission. All subsequent written and oral forward-looking statements attributable to GLPI or persons acting on GLPI’s behalf are expressly qualified in their entirety by the cautionary statements included in this press release. GLPI undertakes no obligation to publicly update or revise any forward-looking statements contained or incorporated by reference herein, whether as a result of new information, future events or otherwise, except as required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this press release may not occur as presented or at all.

Contact

Gaming and Leisure Properties, Inc.

Matthew Demchyk, Chief Investment Officer

610/401-2900

investorinquiries@glpropinc.com

Investor Relations

Joseph Jaffoni, Richard Land, James Leahy at JCIR

212/835-8500

glpi@jcir.com

XML

Cover Cover	Feb. 25, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 27, 2024
Entity Registrant Name	Gaming and Leisure Properties, Inc.
Entity Incorporation, State or Country Code	PA
Entity File Number	001-36124
Entity Tax Identification Number	46-2116489
Entity Address, Address Line One	845 Berkshire Blvd., Suite 200
Entity Address, City or Town	Wyomissing
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19610
City Area Code	610
Local Phone Number	401-2900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $.01 per share
Trading Symbol	GLPI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001575965
Amendment Flag	false