Gaming and Leisure Properties, Inc. (GLPI)
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AGM 2020

Jun 11, 2020

Peter Carlino
Chairman of the Board and CEO, Gaming and Leisure Properties

Good afternoon, ladies and gentlemen, and welcome to the 2020 virtual only annual meeting of shareholders of Gaming and Leisure Properties. I am Peter Carlino, Chairman of the Board and Chief Executive Officer. We're holding our meeting remotely today to ensure the safety and wellbeing of our shareholders, our directors and officers in light of the coronavirus outbreak. I certainly hope that we'll be resuming in-person annual meetings by next year. With that, I'll call the meeting to order. I will act as chairman of the meeting today, and Brandon Moore, our General Counsel and Secretary of the company, will act as secretary of the meeting. I would like to begin the meeting by introducing our directors who are participating with us today.

They are Chip Marshall, who is Chair of the Audit and Compliance Committee, Jim Perry, Chair of our Compensation Committee, Scott Urdang, Chair of the Nominating and Corporate Governance Committee, and of course, Directors Lili Lynton, Barry Schwartz, and Earl Shanks, who are members of those aforementioned committees. We also have a number of company officers joining us today, including Steve Snyder, Senior Vice President and Chief Financial Officer, Brandon Moore, previously mentioned, is our General Counsel, Desiree Burke, Senior Vice President and our Chief Accounting Officer, Matt Demchyk, Senior Vice President of Investments, and finally, Steve Ladany, Senior Vice President, Finance. Should you desire to ask a question or make a statement, please submit your question or statement via the Submit a Question box.

We ask that you restrict your questions and remarks to those relevant to the company or the proposals being considered, and appropriate questions will be answered at the end of the meeting. If anyone objects to waiving the reading of the notice of the meeting, please indicate that you do in the Submit a Question box. Anyone object to waiving that? Do we have any? Apparently not. Since there is no objection, we will waive the reading of the notice of the meeting. The Secretary has delivered an affidavit of mailing from a representative of Continental Stock Transfer & Trust Company, affirming the mailing of the notice, and, if requested, the proxy statement and proxy card to each registered shareholder as of April 6, 2020, the date the Board of Directors set as the date for determining the shareholders entitled to notice of and to voting at this meeting.

An affidavit of mailing from a representative of Broadridge Financial Solutions affirming the mailing of the notice and, if applicable, the proxy statement and the proxy card to each beneficial shareholder of record as of April 6, 2020. A list of shareholders entitled to vote at this meeting is available for inspection anytime during this meeting upon request. I will tell you further that Allison Lane from Holland & Knight has been appointed as our Judge of Election and has presented her oath as Judge of Election. I ask the Judge of Election then, Allison, to report as to whether a quorum is present.

Allison Lane
Judge of Election, Holland & Knight

As of April 6, 2020, the record date set for this annual meeting of shareholders, 215,428,398 shares of common stock were outstanding. As of the date of this meeting, 194,765,346 shares of common stock have been voted, which is approximately 90% of all shares entitled to vote at this meeting.

Peter Carlino
Chairman of the Board and CEO, Gaming and Leisure Properties

Thank you, Allison. I think that qualifies as a quorum. On the basis of the report of the Judge of Election, I declare that a quorum is present, and we will now consider to take action upon the following matters. First, the election of Lili Lynton, Chip Marshall, Jim Perry, Barry Schwartz, Earl Shanks, Scott Urdang, and me, Peter Carlino, to serve as directors until the 2021 annual meeting of shareholders and until their respective successors have been duly elected and qualified. Second, the approval of the company's second amended and restated 2013 long-term incentive compensation plan. Third, the ratification of the appointment of Deloitte & Touche as the company's independent registered public accounting firm for the current fiscal year. Finally, the approval on a non-binding advisory basis of the company's executive compensation. No other proposals or business were properly submitted.

There being no further business to properly come before the meeting, I declare the polls open. If there's anyone who has not voted and who desires to vote, please go to the voting link on the virtual meeting website and enter your control number to vote. I'm looking across the table. Do we have anyone who has appeared? Okay, the answer is no. I now declare the polls closed. We have participating with us today Todd Friedman from Deloitte & Touche, the company's independent registered public accounting firm. Todd, anything you'd like to add?

Todd Friedman
Audit and Assurance Partner, Deloitte & Touche

No, Peter, I'm present, and thanks for the intro.

Peter Carlino
Chairman of the Board and CEO, Gaming and Leisure Properties

That's good. That's painless. Thank you very much. If there are any questions for Mr. Friedman, please submit them via the Submit a Question box, and he will answer at the end of the meeting. Judge of Election, may I have your report?

Allison Lane
Judge of Election, Holland & Knight

The shareholders of the company have elected Peter Carlino, Lili Litten, Chip Marshall, Jim Perry, Barry Schwartz, Earl Shanks, and Scott Urdang to serve as directors until the annual meeting of shareholders to be held in 2021, and until their respective successors have been duly elected and qualified. Second, they have approved the company's second amended and restated 2013 long-term incentive compensation plan, ratified the selection of Deloitte & Touche as the company's independent registered public accounting firm for the current fiscal year, and approved on a non-binding advisory basis the company's executive compensation.

Peter Carlino
Chairman of the Board and CEO, Gaming and Leisure Properties

Well, thank you. Mr. Secretary, would you please file copies of the notice of meeting and the report of the Judge of Election with the company records? With that said, if any shareholder has any other question, we'd be pleased to answer these questions at this time. Shareholders are limited to no more than three questions or comments each. Questions and comments should be written clearly and be brief. Please submit the questions in the Submit a Question box. I must admit, I'm not looking at that. I don't know what do we have.

Brandon Moore
General Counsel and Secretary, Gaming and Leisure Properties

Peter, so far we did receive two questions from shareholders. The first of which I don't think we'll be able to answer. The first question relates to Penn National Gaming, it is in respect to their relationship with Barstool Sports as a separate publicly traded company. I don't know if we have the answers to that nor could we answer that.

Peter Carlino
Chairman of the Board and CEO, Gaming and Leisure Properties

No.

Brandon Moore
General Counsel and Secretary, Gaming and Leisure Properties

The second question also relates somewhat to Penn National Gaming, although it is in reference to the construction at York and Morgantown, and the question is whether or not construction has resumed at those two locations?

Peter Carlino
Chairman of the Board and CEO, Gaming and Leisure Properties

To my knowledge, it has not. I must say, there's no color that we can provide about their intention to move forward. Clearly, they started that work. Clearly, they will finish it. In what timeframe? Frankly, at this time, we just don't know.

Brandon Moore
General Counsel and Secretary, Gaming and Leisure Properties

Right. As most know, if they're reviewing our publicly available information, we do have a commitment with Penn National to acquire that Morgantown property, which makes that a question that I think wouldn't be appropriate for us to answer. There are no other questions at the moment. Maybe we'll give it just a few seconds since there's a delay between the audio and the online to make sure there are no further questions. Those are all that we received at the present time.

Peter Carlino
Chairman of the Board and CEO, Gaming and Leisure Properties

Thank you, Brandon. Anything further? Okay. Seeing none, I will thank you all for participating in this virtual meeting. New for us. I hope we never have to do it again. There being no further business, I will entertain a motion for adjournment.

Brandon Moore
General Counsel and Secretary, Gaming and Leisure Properties

Moved.

Peter Carlino
Chairman of the Board and CEO, Gaming and Leisure Properties

Is there a second?

Speaker 5

Second.

Peter Carlino
Chairman of the Board and CEO, Gaming and Leisure Properties

Okay. All in favor indicate by saying aye.

Brandon Moore
General Counsel and Secretary, Gaming and Leisure Properties

Aye.

Allison Lane
Judge of Election, Holland & Knight

Aye.

Peter Carlino
Chairman of the Board and CEO, Gaming and Leisure Properties

Aye.

Speaker 5

Aye.

Peter Carlino
Chairman of the Board and CEO, Gaming and Leisure Properties

Opposed? Hearing none, the meeting is adjourned, and so concludes our annual meeting this year. Thank you all very much for participating.