UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.                )

The 2019 Annual Meeting of Shareholders of Gaming and Leisure Properties, Inc. (the “Company” or “GLPI”) will be held:

June 13, 2019

10:00 a.m. Eastern Time

At the offices of Ballard Spahr LLP

1735 Market Street, 48th Floor

Philadelphia, Pennsylvania 19103

The items of business are:

Shareholders of record of the Company’s common stock (Nasdaq: GLPI) as of the close of business on April 5, 2019 are entitled to vote at the meeting and any postponements or adjournments of the meeting.

By order of the Board of Directors,

Peter M. Carlino

Chairman of the Board of Directors

845 Berkshire Blvd., Suite 200

Wyomissing, Pennsylvania 19610

April 30, 2019

Your Vote is Important

Please vote as promptly as possible by using the Internet or telephone or by signing, dating and returning the Proxy Card mailed to those who receive paper copies of this Proxy Statement. This Notice of Annual Meeting and accompanying Proxy Statement are first being made available to our shareholders on or about April 30, 2019.

Table of Contents

Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider and you should read the entire Proxy Statement before voting. For more complete information regarding the Company’s 2018 performance, please review the Company’s Annual Report to Shareholders for the year ended December 31, 2018.

ANNUAL MEETING OF SHAREHOLDERS

VOTING MATTERS

BOARD NOMINEES

The following table provides summary information about the director nominees.

Director Since

Committee Memberships*

Name, Age

Principal Occupation

AC

NG

C

Other Public Company Boards

Peter M. Carlino, 72

2013

Chairman, Chief Executive Officer and President of Gaming and Leisure Properties, Inc.

Penn National Gaming, Inc.

David A. Handler, 54

2013

Partner, Centerview Partners

Penn National Gaming, Inc.

Joseph W. Marshall, III, 65

2013

Vice Chairman of Stevens & Lee, PC, and Vice Chairman of Griffin Holdings, LLC

(F)

SIGA Technologies, Inc.

James B. Perry, 69

2017

Retired. Former Chairman and Chief Executive Officer of Isle of Capri Casinos, Inc.

Barry F. Schwartz, 69

2017

Vice Chairman of MacAndrews & Forbes Inc.

Revlon, Inc. Scientific Games Corporation

Earl C. Shanks, 62

2017

Retired. Former Chief Financial Officer of Essendant, Inc.

(F)

Verint Systems Inc.

E. Scott Urdang, 69

2013

Retired. Former Founder, Chairman, and Chief Executive Officer of Center Square Capital Management, Inc.

2018 PERFORMANCE HIGHLIGHTS

Top Performance

Consistent Results

GLPI has produced consistent increases in dividends and adjusted funds from operations (“AFFO”) since its spin-off from Penn National Gaming, Inc. (“Penn”) in 2013.

Impressive Acquisition Growth

We have acquired 26 new properties since our spin-off from Penn, primarily with companies entering into sale/leaseback transactions for the first time and with a majority of properties protected in unitary master leases. In comparison, VICI Properties Inc. has acquired five properties since its formation, including two from its predecessor, and MGM Growth Properties LLC has acquired five properties with three properties originating from its predecessor.

EXECUTIVE COMPENSATION

Gaming REITs – Unique Position

On November 1, 2013, we emerged as a publicly traded company through a tax-free spin-off from Penn. We were the first triple-net REIT focused entirely on the ownership and leasing of gaming properties, establishing a new category of gaming REITs. This innovative approach ignited a wave of conversions that included some of the largest gaming companies in the industry – MGM Resorts International, Caesars Entertainment Corporation and Pinnacle Entertainment, Inc. Today, there are three publicly traded gaming REITs. GLPI differs from more traditional REITs in several key aspects:

Success in this segment of the REIT industry requires gaming experience as well as the ability to solve complex accounting, legal and tax issues. The Compensation Committee has determined that compensating our executive management using a REIT Global Industry Classification Standard (GICS) code is not appropriate given our operations and the talent required to support the complex and unique nature of our business. The Compensation Committee designed the executive compensation program to attract and retain executive talent with the necessary experience in, and understanding of, gaming assets while recognizing that performance metrics should reflect the Company’s operation as a triple-net REIT.

The Compensation Committee implemented a two-pronged approach:

By focusing on the Company’s gaming peers in establishing base salary and the Company’s REIT peers in structuring performance incentives, we believe our compensation program is successful in attracting and retaining high-performing talent with the experience and skills necessary for acquiring assets in accretive transactions and driving shareholder value.

2018 Named Executive Officer Compensation

In 2018, the total potential compensation opportunity of our Chief Executive Officer (“CEO”) and other named executive officers (“NEOs”) consisted of the following:

The base salary of our CEO is competitive with the Company’s gaming peers and has not been increased since 2012, which is the same salary he received as the Chief Executive Officer of Penn. Mr. Carlino’s base salary was not increased in 2019 and it is the Compensation Committee’s intention to continue with the policy of not increasing Mr. Carlino’s base salary for the foreseeable future.

RESPONSIVE TO SHAREHOLDER FEEDBACK

Our Board of Directors values the opinions of our shareholders. We have a strong track-record of responding to shareholder feedback. Since 2015, our Board of Directors and its committees have taken shareholder concerns seriously and responded promptly.

Proxy Statement

FOR 2019 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 13, 2019

This Proxy Statement is furnished to you in connection with the solicitation of proxies for the Annual Meeting of Shareholders of Gaming and Leisure Properties, Inc. (“GLPI”, the “Company”, “we”, “us” and “our”) to be held on June 13, 2019 (the “Annual Meeting”), and any postponements or adjournments of the meeting.

The Annual Meeting will be held at the offices of Ballard Spahr LLP, 1735 Market Street, 48th Floor, Philadelphia, Pennsylvania 19103 at 10:00 a.m. Eastern Time.

On or about April 30, 2019, we will mail to each of our shareholders (other than those who previously requested electronic delivery or to whom we are mailing a paper copy) a Notice of Internet Availability of Proxy Materials containing instructions on how to access and review the proxy materials via the Internet and how to submit a proxy electronically using the Internet.

Proposal 1 – Election of Directors

At our Annual Meeting, shareholders will elect seven (7) directors to hold office until our 2020 Annual Meeting of Shareholders. The nominees were recommended and approved for nomination by our Nominating and Corporate Governance Committee. The directors will serve until their successors have been duly elected and qualified or until such director’s earlier resignation or removal. Proxies cannot be voted for a greater number of persons than the number of nominees named. If you sign and return the accompanying proxy, your shares will be voted for the election of the nominees recommended by our Board of Directors, unless you mark the proxy in such a manner as to withhold authority to vote. If any of the nominees for any reason are unable to serve or will not serve, the proxies may be voted for such substitute nominees as the proxy holder may determine. We are not aware of any reason that the nominees will be unable to serve as a director.

Peter M. Carlino, David A. Handler, Joseph W. Marshall, III, James B. Perry, Earl C. Shanks, Barry F. Schwartz and E. Scott Urdang are being nominated for election to our Board of Directors to serve for a term through the 2020 Annual Meeting of Shareholders. We did not pay a fee to any third party to identify or evaluate any potential nominees. However, we are working with Spencer Stuart to identify potential Board nominees with a focus on gender diversity.

Required Vote

At the 2018 Annual Meeting of Shareholders, shareholders approved amendments to the Company’s Articles of Incorporation to implement a majority voting standard with a resignation policy. Under a majority voting standard, once a quorum has been established, in an uncontested director election, a candidate must receive the affirmative vote of a majority of the votes cast with respect to the election of that candidate. The resignation policy set forth in our Corporate Governance Guidelines requires any director nominee who fails to receive the requisite majority vote to promptly, following certification of the shareholder vote, tender his or her resignation from the Board and all committees upon which he or she serves. Our Board will then assess the appropriateness of such nominee continuing to serve as a director and decide whether to accept or reject the resignation, or whether other action should be taken. The policy further provides that any director who tenders his or her resignation shall not participate in the Board action regarding whether to accept the resignation offer. Our Board will act upon the tendered resignation and publicly disclose its decision and rationale within ninety (90) days following certification of the shareholder vote.

In a contested director election, a plurality voting standard will continue to apply. Under the plurality voting standard, each of the nominees receiving the highest number of affirmative votes of the shares entitled to be voted for him or her will be elected.

The election of directors at the Annual Meeting is uncontested and the majority voting standard will determine the directors that will serve until the 2020 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified. Votes withheld shall have no legal effect. Brokers are not permitted to vote your shares for the election of directors absent instruction from you. Therefore, we urge you to give voting instructions to your broker on the proposal so that your votes may be counted on this important matter.

Our Directors

Our directors serve subject to the requirements of our charter and bylaws, including the requirement that directors not be “unsuitable persons.” In certain jurisdictions, our directors, either by statute or discretion of the applicable gaming or racing regulatory authority, are required to obtain licenses. Licenses typically require a determination that the applicant qualifies or is suitable to serve as a director and hold such a license. If one of our directors were to be determined to be an “unsuitable person” within the meaning of our charter, he or she would be subject to removal for cause by affirmative vote of the remaining members of our Board of Directors or by shareholders with an affirmative vote of 75% of the votes cast at a shareholders meeting.

There are no family relationships among any of our directors or executive officers.

Nominees for Election to the Board of Directors for a One-Year Term Expiring at the 2020 Annual Meeting

The following biographical information is furnished as to the nominees for election as a director and each of the continuing directors.

The Board of Directors Recommends a Vote for the Election of the Nominated Directors.

2018 Committee Membership

2018 Director Compensation

The Company paid director compensation in 2018 to each non-employee director as shown in the table below.

The following table sets forth information on the compensation of all our non-employee directors for 2018:

Executive Compensation

COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Committee is responsible for the Company’s executive compensation program. For purposes of the following Compensation Discussion and Analysis (“CD&A”), the terms “Committee” or “we” or “our” refer to the Compensation Committee of the Board.

The following CD&A describes our compensation philosophy, objectives and policies and how these are reflected in the compensation program for our NEOs. Our NEOs for 2018 were:

Executive Compensation Reference Guide

Executive Summary

2018 Performance Highlights

GLPI’s disciplined approach to acquisitions and careful capital management led to increased shareholder value and continued strong financial performance in 2018.

2018 Acquisitions

The Company added eight new properties to its portfolio, including two mortgaged properties, with the simultaneous closing of two significant transactions that resulted in the addition of two new tenants – Eldorado Resorts, Inc. (“Eldorado”) and Boyd Gaming Corporation (“Boyd”) – and the merger of one tenant into another – Pinnacle Entertainment, Inc. (“Pinnacle”) merged into Penn. For Eldorado and Boyd, these transactions represented their first “master lease relationship” with a REIT. GLPI has grown from twenty-one (21) properties at the time of its spin-off from Penn in 2013, to forty-six (46) properties located in sixteen (16) states through arms-length transactions with many of the industry’s largest regional gaming operators, without any reliance on call options or other rights associated with its predecessor.

These acquisitions added to the Company’s high quality, geographically-diversified portfolio of gaming properties as well as the stable and predictable cash flow generated from its long-term, triple-net master leases.

Our Approach to Establishing the Compensation Program

GLPI emerged in November of 2013 as a publicly traded company through a tax-free spin-off from Penn. At the time, GLPI was the first triple-net REIT focused entirely on the ownership and leasing of gaming properties, establishing a new category of gaming REITs that now consists of three publicly-traded companies. The management of the Company requires a specialized

skill set with specific knowledge of both the gaming and real estate industries. Due to the unique nature of our business among REITs, there is a disconnect between the comparable companies with whom the Company’s stock trades – REITs – and the comparable companies with whom we compete for talent and assets – gaming companies. Consequently, the Committee determined that compensating management using only a REIT Global Industry Classification Standard (GICS) code is one-sided and ineffective given the nature of GLPI’s operations and the talent required to support the complex and unique nature of our business. The Committee’s objective is to design the executive compensation program to attract and retain executive talent with the necessary experience in, and understanding of, gaming assets while recognizing that performance metrics should reflect the Company’s operation as a triple-net REIT.

For 2018, the Committee began with a review of the 2017 compensation program, and to a lesser extent prior years, with a view toward identifying any areas that could be improved. Next, the Committee considered our most direct competitors, MGM Growth Properties LLC (created by MGM Resorts International (“MGM”)) and VICI Properties Inc. (emerged from the Caesars Entertainment Corporation bankruptcy). Unfortunately, neither of these competitors provide a meaningful comparison for analyzing executive compensation. MGM Growth Properties LLC is majority owned and controlled by MGM and, while it competes with the Company for assets, it is primarily accountable to one shareholder – MGM – and therefore its executive compensation structure does not provide a good comparison. VICI Properties Inc. is a relatively new company and the executive compensation information publicly available in its first year of reporting was limited.

Lacking a sufficient number of direct competitors, the Committee took a broader and more holistic view of the Company’s business. In doing so, we determined that the Company’s competitors consist of two distinct groups of companies: the companies with whom it competes for talent and assets – gaming operators – and the companies with whom it competes for investors – gaming REITs and triple-net REITs. Together with FTI, the Committee structured the 2018 executive compensation program with this peer set in mind (see page 30 for a list of the Company’s peers).

In structuring the Company’s executive compensation program, the Committee considered the performance of the Company over the past five years, the complicated structuring and tax issues encountered in acquiring gaming assets, shareholder feedback, industry and general market trends in compensation practices, as well as the advice and recommendations of FTI.

The Challenge – Aligning Our Compensation Program with Our Unique Business Model

We are focused on attracting and retaining executives with the knowledge and experience to grow shareholder value in our unique structure and operating environment and to lead the Company in an increasingly competitive business. With this as our goal, the Committee carefully designed the Company’s compensation program, with the assistance of FTI, to attract and retain the talent necessary to drive growth in a REIT structure through the acquisition of gaming assets.

Focusing first on the need to retain executives with experience in, and understanding of, gaming assets and casino operations, the Committee has aligned the current NEOs’ base pay with their peers in the gaming industry. The base compensation of our CEO is competitive among our gaming peers:

However, recognizing that the Company’s stock performance is strongly correlated with REITs, the Committee established performance goals for our 2018 cash bonus program and performance-based restricted stock awards designed to drive shareholder value, including:

These two components of “at risk” compensation represent a significant portion of management’s total compensation opportunity:

By focusing on the Company’s gaming peers in establishing base salary and the Company’s REIT peers in establishing performance goals, we believe the compensation program is successful in attracting and retaining a talented management team with significant gaming experience that is capable of driving shareholder value as a REIT.

Executive Compensation Highlights

Highlights of our overall 2018 executive compensation program are outlined below, with details discussed more fully throughout the CD&A:

Executive Pay vs. Company Performance

Following the spin-off from Penn in 2013, the Company’s NEOs transitioned to the Company at the same base pay in effect at the time of the spin-off. The Committee recognized at the time that while base salaries were in line with gaming company peers, they were elevated compared to triple-net REIT peers. Notably, the Company’s CEO has not received an increase in pay since 2012 and his total realizable pay has remained relatively flat over the last three years despite a significant increase in AFFO.

Performance-based equity awards are tied to multi-year performance goals in order to tie incentive compensation to long-term results. The performance goals established by the Committee require exceptional results to achieve maximum payout. The following table shows the status of the performance awards granted in each of 2014 through 2018.

Shareholder Outreach

The Company’s shareholder base has changed dramatically since its spin-off from Penn in 2013 when shareholders were predominately gaming investors. Today, the Company’s largest shareholders are REIT and index-oriented institutional investors. With the change in the composition of the Company’s shareholders, the concerns of shareholders have changed and the Company has listened and responded.

The Company presents a shareholder advisory vote on executive compensation on an annual basis. At the Company’s 2018 Annual Meeting of Shareholders, 93% of the voted shares approved such advisory vote.

The Company engages in periodic discussions with its shareholders throughout the year and during last two years it has made meaningful changes to its corporate governance structure and compensation programs as a result.

The Company’s 2018 shareholder outreach efforts are summarized below:

In 2019, the Company expanded its executive management team with the addition of Matthew Demchyk. Mr. Demchyk brings fifteen years of successful capital allocation experience in the REIT sector and will be primarily focused on enhancing the Company’s shareholder outreach efforts.

Compensation Philosophy and Objectives

Objectives of Compensation Program

The overall objective of the Company’s executive compensation program is to compensate members of management in a manner that most effectively incentivizes them to maximize shareholder value without taking undue financial risks. At the same time, the executive compensation program is intended to enable the Company to attract and retain the executive talent needed to grow and further its strategic initiatives. This cannot be understated. The acquisition of real property assets by a REIT from a taxable corporation presents unique and complex tax, accounting, legal and structural issues. Unfortunately, gaming assets are generally owned by corporations and a failure of the Company’s management team to identify latent tax, accounting and legal issues can result in a transaction that appears to be accretive on the surface, but results in a reduction of AFFO and dividend distributions when the full impact is realized. It is imperative that the Company’s management team have the experience and skills necessary to recognize and solve these problems. With these goals in mind, the Company’s compensation objectives are to:

Compensation Philosophy

To support the Company’s compensation program objectives, we have adopted and annually review and confirm a compensation philosophy that serves as the guide for all executive compensation decisions. Our compensation philosophy is as follows:

The Company intends to maintain an executive compensation program that will help it attract and retain the executive talent needed to grow and further the strategic interests of the business. To this end, the Company provides a compensation and benefits program designed to be sufficiently attractive to provide talented executives with good reason to remain with the Company and continue in their efforts to improve shareholder value. The Company’s program is designed to motivate and reward executives to achieve and exceed targeted results. Pay received by the executives will be commensurate with the performance of the Company and their own individual contributions.

We believe that it is in the long-term best interests of the Company to provide a significant portion of each executive’s compensation in the form of equity incentive awards. However, we also believe that it is important to provide base salaries that do not motivate or encourage executives to take excessive risks to ensure future financial security, particularly in light of the complex tax, accounting and legal issues inherent in the Company’s transactions. To balance these goals, we believe that the appropriate compensation program includes (a) fixed and performance-based cash and (b) service and performance-based equity incentive awards. We focused on the appropriate balance of each of these components in developing our 2018 executive compensation program.

Key Compensation Practices

The Committee, in consultation with our independent compensation consultant and management team, continually evaluates and considers compensation practices identified as “best practices” by various market constituents. We incorporated into our compensation program the practices we believe will most effectively support the Company’s continuing efforts to create shareholder value, including:

We will continue to evaluate and consider input from our shareholders and emerging “best practices” to ensure that our compensation program contains the features necessary to properly align the interests of our executives with the interests of our shareholders without encouraging undue risk.

We have also taken steps to protect shareholder interests and promote shareholder value in both the design and administration of the Company’s equity compensation program. Under the terms of the Company’s 2013 Long Term Incentive Compensation Plan (as amended, the “Plan”), awards to employees are administered by the Committee and will generally include vesting schedules designed to encourage employees to focus on the long-term success of the Company by requiring employees to remain with the Company for a number of years before all of their awards may be settled. Further, the Plan neither permits the exercise price of outstanding stock options or stock appreciation rights to be reduced nor permits the grant of discounted stock options or stock appreciation rights.

Annual Review and Approval Process

Role of the Committee

We annually review and approve the executive compensation packages for our CEO and each of the other executive officers as well as confirm and approve performance-based awards earned for the most recently completed year. In establishing compensation packages, we consider numerous factors and data, including:

The Committee reviews this information with its compensation consultant and certain members of the executive management team to revise or confirm the compensation packages for each executive officer. One of our goals is to ensure that base salaries and total compensation packages are appropriate to attract and retain executives with the gaming and real estate experience necessary to create long-term shareholder value. We will also alter performance measures and/or the mix of cash and long-term equity incentive awards as necessary to ensure that management incentives continue to be aligned with shareholders.

Role of Management

The Company’s CEO and Chief Financial Officer (“CFO”) work closely with the Committee to analyze relevant peer data and to determine the appropriate base salary, cash bonus and incentive award levels for each member of the executive management team. However, while the Committee values the judgment and input from the CEO and CFO, and considers their recommendations, the Committee ultimately retains sole discretion to approve the compensation packages for each member of the executive management team.

Role of Compensation Consultant

We retained FTI to advise us on compensation-related matters. We selected FTI because of its experience in assisting other REITs in determining the optimal type and balance of cash and incentive award components in a manner intended to align the interests of management and shareholders while being competitive. In addition to other tasks, FTI worked with management and the Committee to develop a peer group for use in structuring the Company’s executive compensation program. FTI and the Company review the peer group annually to ensure that it provides an accurate representation of the Company’s structure and operations. A description of the process and rationale utilized for selecting our 2018 peer group is described below.

The Committee has determined that no conflict of interest exists between FTI and the Company (including the Company’s Board of Directors and the Company’s management) pursuant to Item 407(e)(3)(iv) of SEC Regulation S-K. Neither FTI nor any affiliate provided additional services to the Company or its affiliates in excess of $120,000 during 2018.

FTI reviews the current compensation of each executive officer on several levels, including consideration of (a) cash versus equity-based incentive awards; (b) fixed versus variable compensation, (c) service-based vesting versus performance-based vesting and (d) short-term awards versus long term incentive awards. In addition, FTI provides the Committee with information regarding the compensation levels of executive officers in our selected peer group, as well as, current compensation “best practices” and trends in the REIT and gaming industries. Based on all of the available information and discussions with the CEO and CFO, FTI provides its recommendation to the Committee as to the appropriate compensation of each executive officer or confirms for the Committee that the suggested compensation packages are reasonable.

Peer Group

In selecting and reviewing the Company’s peer group, FTI and the Committee utilize a set of criteria that they believe captures the key areas of the Company’s business and the experience necessary for its executives. FTI and the Committee review the peer group at the end of each year to ensure that it reflects the realities of the environment in which the Company generates its revenue and competes for talent and assets. The criteria are as follows:

Applying these criteria, FTI recommended, and the Committee approved, the following peer group for 2018:

The majority of these peer companies share some, but not all, aspects of the Company’s business model given the unique nature of its business, which includes management of casino operations. While each peer company is not entirely comparable to GLPI, we believe on a blended basis our current peer group provides the most accurate representation of the Company’s operations and is appropriate particularly given that:

For 2019, FTI recommended, and the Committee approved, removing Gramercy Property Trust Inc. and Pinnacle Entertainment Inc. and adding VICI Properties Inc. Gramercy Property Trust Inc. and Pinnacle Entertainment Inc. were acquired in 2018 and are no longer separate publicly traded companies.

Risk Assessment

In establishing and reviewing our executive compensation program, we consider, among other things, whether the program properly motivates executives to focus on the creation of shareholder value without encouraging unnecessary or excessive risk taking. To this end, the Committee carefully reviews the principal components of executive compensation. Base salaries are reviewed annually and are fixed in amount. Annual incentive pay is focused on achievement of certain specific overall financial performance goals and is determined using multiple criteria with established maximum payouts. The other major component of

our executive officers’ compensation is long term incentives provided through the award of restricted stock, which we believe is important to help further align executives’ interests with those of our shareholders. We believe that these cash and incentive awards, especially when combined with the stock ownership requirements and compensation clawback policy, described in this Proxy Statement under the heading Other Compensation Policies, appropriately balance risk, payment for performance and align executive compensation with the interests of shareholders without encouraging unnecessary or excessive risk taking.

Overview of 2018 Compensation

Elements of Compensation

The 2018 compensation program was weighted towards performance-based compensation utilizing several different performance metrics. The mix of cash versus equity-based incentive awards, fixed versus variable compensation, and service-based vesting versus performance-based vesting of equity incentive awards is designed to ensure that management is, and remains, appropriately incentivized across a number of different business and economic environments. In addition, our program includes both internal performance measures as well as external performance metrics to ensure that our executives are focused on the Company’s goals as well as its position in the market. The following is a summary of the key elements (a more detailed description of each element is provided below):

In 2018, the total potential compensation opportunity of the Company’s NEOs consisted of approximately 77% of performance-based and/or “at risk” compensation and approximately 23% of fixed compensation (of which approximately 12% was base salary and 11% service-based restricted stock awards).

Base Salary

The base salaries of our executives are designed to compensate them for services rendered during the fiscal year and, consistent with our pay for performance philosophy, executives receive a significant portion of their overall targeted compensation in a form other than a fixed base salary. Although the Company does not generally benchmark against any particular percentile of base salaries of comparable executives within the Company’s peer group, we set salaries that are competitive in the gaming industry so that the Company can attract and retain high-performing executives with experience in the gaming industry. In addition, we recognize that it is critical that executives have the experience necessary to identify and resolve the complex tax, accounting and legal issues inherent in the type of transactions engaged in by the Company. Base salaries are then further adjusted for certain qualitative factors, including: specific position duties and responsibilities; tenure with the Company; individual contributions; value to the Company; and the overall reasonableness of an executive’s compensation.

Set forth below are the 2018 base salaries for each of the NEOs.

Annual Performance Cash Awards

For 2018, the Committee continued the performance-based annual cash incentive bonus program designed to motivate the executive officers and other members of the management team to achieve certain Company growth objectives that we believe were most likely to increase shareholder value. The program was based on the achievement of a number of specific performance criteria focused on the Company’s annual strategic goals and business plan. For 2018, the annual cash bonus for each NEO was comprised of four components:

With respect to the AFFO and dividend components, a cash bonus could have been earned at three different achievement levels: Threshold; Target; and Maximum. The acquisition goal was measured on a scale of 0-100% with annual target being the maximum and zero being the minimum. The achievement levels established by the Committee for 2018 are set forth below.

In 2018, the Company achieved annual AFFO of $3.48 per share (annualized for the impact of the transaction to acquire certain real property assets from Tropicana Entertainment Inc. (the “Tropicana Transaction”) and the transactions related to the Penn/Pinnacle merger that closed during the fourth quarter of 2018) and paid $0.68 per share in fourth quarter dividends. The NEOs were also awarded the maximum discretionary bonus primarily as a result of successfully (i) closing the Tropicana Transaction and entry into a new master lease and mortgage loan with Eldorado, (ii) closing the transactions related to the merger of Pinnacle into Penn that resulted in the acquisition of Plainridge Park Casino and the entry into a new master lease and mortgage loan with Boyd and (iii) obtaining financing for the transactions at attractive rates and in a manner that extended the Company’s debt maturities. The Tropicana Transaction and the transactions in connection from the Penn/Pinnacle merger also resulted in maximum bonus payment earned for the acquisition growth component. As a result, the cash bonus paid to the NEOs for 2018 was 100% of the maximum.

We set the ranges of bonuses payable pursuant to the cash bonus measure for each NEO as a percentage of annual base salary, as set forth below. In order to help manage total potential compensation payouts, annual cash bonus opportunities are capped at a maximum bonus level, regardless of the extent to which performance exceeds targeted levels.

The following table indicates the actual amount paid to each NEO as a percentage of annual base salary for 2018 for the annual performance cash awards described above:

Long-Term Performance-Based Equity Awards

While the annual cash bonus program was designed to incentivize the Company’s management team to achieve specific near-term internal Company growth goals, the long-term performance equity award program was designed to focus management on the Company’s long-term performance in relation to the broader REIT indices. We believe that a high degree of equity compensation motivates executives to increase the long-term value of the Company by aligning a significant portion of their total compensation with the interests of the Company’s shareholders. We also believe that equity compensation is a critical tool in attracting and retaining executives with the type of entrepreneurial spirit that we believe is integral to the Company’s success.

The Committee believes that the long-term performance-based equity award program has been effective in focusing management on the Company’s long-term performance in relation to its peer group and provides an effective balance against the short-term Company growth goals reflected in the cash bonus program. Awards have three-year cliff vesting with the amount of restricted shares vested at the end of the three-year period determined based on the Company’s performance during such period measured against its peers. More specifically, for awards issued after January 1, 2017, the percentage of shares vesting at the end of the measurement period are based on the Company’s three-year total shareholder return ranking among the three-year return of the companies included in the MSCI US REIT index and in the triple-net REIT group set forth below, in equal amounts.

The triple-net measurement group includes publicly traded REITs deriving at least 75% of revenues from triple-net leases:

The vesting schedule provides for target vesting at the 50^th percentile, threshold at the 25^th percentile and maximum at the 75^th percentile, with linear vesting in between achievement levels. Vesting is capped at target if TSR for the measurement period is negative over the three-year performance period.

The performance hurdles and levels of opportunity for performance-based restricted stock awards granted in 2018 are set forth below.

The following table sets forth the target number of performance-based awards granted to each NEO in 2018.

The performance awards granted in January 2016 were earned as of December 31, 2018 above the 80th percentile as a result of the Company’s relative TSR ranking compared to the MSCI US REIT index for the measurement period.

We believe that this long-term performance-based equity incentive program complements the annual cash incentive program by providing the appropriate balance between performance-based cash and performance-based equity awards.

Long-Term Service-Based Equity Awards

In addition to the long-term performance-based equity awards, we established a service-based retention equity award program for 2018. A significant amount of each NEO’s compensation is tied to performance and we recognize that there is also a need for an additional retention component of our compensation structure. Therefore, we believe that service-based awards serve as a critical retention tool, recognizing that while the vesting of such awards is unrelated to performance, the value is directly correlated with the Company’s share price. Awards vest at a rate of 33.33% per year and are generally subject to continued employment.

The number of shares of restricted stock awarded to each NEO for 2018 was as follows:

Overview of Compensation Program for 2019

In establishing the compensation program for 2019, the Committee began with a review of compensation earned by executives in 2018 measured against the Company’s achievements in 2018. We believe that the compensation program for the Company’s NEOs in 2018 continued to provide the right balance between performance-based and fixed compensation to properly align the interests of management with shareholders without encouraging undue financial risks. Consequently, for 2019, the Committee decided to continue the overall compensation program with only the following modifications, which do not include any changes for our CEO:

Deferred Compensation

The Company does not maintain any defined benefit pension programs for its executives. The Company maintains an elective non-qualified deferred compensation plan for executives. Pursuant to the plan, the Company’s contributions under the plan are equal to 50% of the participant’s deferral for the first 10% of the salary and/or bonus deferred, subject to a maximum annual Company contribution equal to 5% of the participant’s salary and/or bonus. All amounts credited to an executive’s account are notionally invested, as directed by the executive, in commonly available mutual funds, and the Company does not guarantee any minimum returns. The plan is unfunded and benefits are paid from the Company’s general assets. However, the Company currently contributes funds into a grantor trust on a monthly basis in respect of these deferred compensation obligations. The Company generally sets aside separately the amounts deferred by the executives and the matching contributions thereon and, to protect against excess liabilities, invests such amounts in the mutual funds notionally selected by each executive. The deferred compensation program is described in more detail under the heading 2018 Nonqualified Deferred Compensation of this Proxy Statement.

Benefits and Perquisites

We believe that executives should be offered customary benefits and perquisites that are reasonable relative to the benefits provided to all employees, are consistent with competitive practices among the Company’s peer group and, in certain circumstances, may address a particular reasonable issue or concern of an executive. The standard benefits offered to all of the Company’s employees include medical, dental and vision insurance, group life insurance, short and long-term disability and a 401(k) with certain contributions matched by the Company (50% of employee contributions, subject to applicable contribution limits). Consistent with the objectives described above, the Company also provides certain executive officers with additional supplemental benefits and perquisites, including in limited instances, use of the Company’s private aircraft where individual circumstances merit. The description and value of such supplemental benefits and perquisites in 2018 can be found on the All Other Compensation Table of this Proxy Statement.

Employment Agreements

None of the NEOs has an employment agreement with the Company.

Other Compensation-Related Policies

Stock Ownership Guidelines

The Compensation Committee believes that it is important for executive officers and non-employee directors to have a financial stake in the Company such that their interests are more closely aligned with those of the Company’s shareholders. Accordingly, the Committee has established stock ownership guidelines for our NEOs and non-employee directors. Each executive and non-employee director is expected to acquire, and continue to hold during the term of his or her employment, equity with a value equal to the multiple of his or her annual base salary/cash retainer as indicated below. These guidelines must be satisfied within five years of the date of adoption of these guidelines, or the fifth anniversary of the executive officer’s or non-employee director’s appointment, whichever is later.

As of April 5, 2019, all of the NEOs and non-employee directors were in compliance with the ownership guidelines set forth above.

Hedging and Pledging Policy. We believe that equity ownership fosters an atmosphere where directors and officers “think like owners” and are motivated to increase the long-term value of the Company by aligning their interests with those of the Company’s shareholders. Accordingly, we have adopted policies generally restricting each of the Company’s directors and executive officers from engaging in hedging transactions or pledging Company shares.

Compensation Clawback Policy. The Company has a commitment to ensure that its executive officers adhere to the highest professional and personal standards. Accordingly, the Company’s policy is that misconduct by any executive officer that leads to a restatement of the Company’s financial results could subject executive officers to disgorge prior compensation to the extent such compensation would not have been earned based on the restated financial statements. In light of the highly regulated nature of the Company’s business, the Committee would likely pursue such remedy, among others, where appropriate based on the facts and circumstances surrounding the restatement and existing laws.

Statutory and Regulatory Considerations. In designing the Company’s compensatory programs, we consider the various tax, accounting and disclosure rules associated with various forms of compensation. We also review and consider the deductibility of executive compensation under Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended (the “Code”). The Tax Cuts and Jobs Act, enacted in December 2017, amended certain aspects of Section 162(m) specifically affecting the exclusion of performance-based compensation from the $1 million limit or deductions for executive compensation in future years. For 2018, we considered the implications and exemptions to such limitation. We seek to preserve the Company’s tax deductions for executive compensation to the extent consistent with the Company’s executive compensation objectives. However, we may also from time to time consider and grant compensation that may not be tax deductible if we believe such compensation is warranted to achieve the Company’s objectives.

Compensation Committee Report

We have reviewed and discussed the Compensation Discussion and Analysis with management. Based on our review and discussion with management, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and, by reference, in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

The foregoing report of the Compensation Committee does not constitute soliciting material and shall not be deemed filed, incorporated by reference into or a part of any other filing by the Company (including any future filings) under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates such report by reference therein.

Summary Compensation Table

The following table sets forth information concerning the compensation earned during the fiscal years ended December 31, 2018, 2017 and 2016 by the Company’s NEOs: