Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On December 27, 2019, the Board of Directors (the "Board") of Gaming and Leisure
Properties, Inc. (the "Company") appointed Ms. Carol ("Lili") Lynton as a new
independent member of the Board, effective immediately. The appointment follows
the Company's previous disclosure that the Nominating and Corporate Governance
Committee of the Board has been working with an executive search firm to
identify and appoint a new member of the Board to diversify the Board's
composition as it relates to gender, race, ethnicity and age diversity. The
appointment of Ms. Lynton to the Board brings the total number of directors to
seven, six of which are independent members. Ms. Lynton will hold the
directorship until the Company's next annual meeting of shareholders or until
her successor is duly elected and qualified or until her earlier death,
disqualification, resignation or removal.
Ms. Lynton is the co-founder and operating partner of The Dinex Group, which
operates 17 Daniel Boulud branded restaurants. Prior to forming Dinex, she
co-founded Telebank, an internet banking pioneer which was acquired by E*Trade
in 1999. Since 1987, she has also served as Chief Investment Officer of HD
American Trust, a family investment office formed in 1987, which invests
actively across a broad range of asset classes. At HD American Trust, Ms. Lynton
is responsible for selection of asset managers, asset allocation, liquidity and
leverage parameters with direct management responsibility for the firm's venture
capital and real estate portfolio. From 1987 through 1990, Ms. Lynton was an
investment analyst at financial services company, Sanford C. Bernstein, and from
1983 through 1985 she was a mergers and acquisition analyst at Lehman Brothers.
Ms. Lynton is currently a Director of El Pollo Loco Holdings, Inc. and serves as
a Trustee, Audit Committee Chair of CIM RACR (a Securities and Exchange
Commission-registered Interval Fund). She also serves on the Advisory Board, The
Hamilton Project, a division of the Brookings Institution, which develops
proposals for a more equitable and robust U.S. economy; as Trustee, East Harlem
Tutorial Program (afterschool service provider) and East Harlem Scholars Academy
(operates six charter schools); and Trustee of the Guggenheim Foundation (awards
175 annual Guggenheim Fellowships). Ms. Lynton is a graduate of Harvard College
(1983) and Harvard Business School (1987).
The Board determined that Ms. Lynton is an "independent director" within the
meaning of the Nasdaq Global Select Market. There are no arrangements or
understandings between Ms. Lynton and any other person pursuant to which she was
appointed. There are also no family relationships between Ms. Lynton and any
director or executive officer of the Company, and Ms. Lynton does not have any
direct or indirect material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
In connection with Ms. Lynton's appointment to the Board, the Compensation
Committee of the Board recommended and the Board approved that the Company pay
to Ms. Lynton $115,000 in cash, restricted stock or a combination of cash and
restricted stock, at the option of Ms. Lynton, and also $175,000 in restricted
stock, in each case, with such restricted stock vesting quarterly, effective for
the fiscal year 2020, in accordance with the terms of the Company's form of
Board restricted stock award agreement under the Company's 2013 Amended and
Restated Long-Term Incentive Compensation Plan.
Item 7.01. Regulation FD Disclosure.
A copy of the press release, dated December 27, 2019, announcing the appointment
of Ms. Lynton as the new independent director of the Company, 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.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Gaming and Leisure Properties, Inc. Press Release, dated December 27,
2019.
104 The cover page from the Company's Current Report on Form 8-K, dated
December 27, 2019, formatted in Inline XBRL.
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