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2: EX-4.23 Instrument Defining the Rights of Security Holders HTML 308K
3: EX-22.1 Published Report re: Matters Submitted to a Vote HTML 34K
of Security Holders
4: EX-23 Consent of Expert or Counsel HTML 33K
9: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 44K Awarded Compensation
5: EX-31.1 Certification -- §302 - SOA'02 HTML 38K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 38K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 35K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 35K
15: R1 Cover HTML 99K
16: R2 Audit Information HTML 38K
17: R3 Consolidated Balance Sheets HTML 131K
18: R4 Consolidated Balance Sheets (Parenthetical) HTML 53K
19: R5 Consolidated Statements of Income HTML 146K
20: R6 Consolidated Statements of Changes in HTML 105K
Shareholders' Equity
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33: R19 Commitments and Contingencies HTML 44K
34: R20 Revenue Recognition HTML 88K
35: R21 Stock-Based Compensation HTML 62K
36: R22 Income Taxes HTML 88K
37: R23 Earnings Per Share Earnings Per Share HTML 67K
38: R24 Shareholders' Equity HTML 114K
39: R25 Supplemental Disclosures of Cash Flow Information HTML 45K
and Noncash Activities
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41: R27 Schedule III Real Estate Assets and Accumulated HTML 369K
Depreciation
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53: R39 Earnings Per Share Earnings Per Share (Tables) HTML 69K
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55: R41 Supplemental Disclosures of Cash Flow Information HTML 49K
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56: R42 Business and Basis of Presentation - PENN HTML 55K
(Details)
57: R43 Business and Basis of Presentation - Pinnacle HTML 73K
Master Lease, Boyd Master Lease and Belterra Park
Lease (Details)
58: R44 Business and Basis of Presentation - Caesars HTML 55K
Master Lease (Details)
59: R45 Business and Basis of Presentation - Horseshoe St. HTML 50K
Louis Lease (Details)
60: R46 Business and Basis of Presentation - Bally's HTML 66K
Master Lease (Details)
61: R47 Business and Basis of Presentation - Tropicana Las HTML 75K
Vegas Lease (Details)
62: R48 Business and Basis of Presentation - Morgantown HTML 50K
Lease (Details)
63: R49 Business and Basis of Presentation - Casino Queen HTML 68K
Master Lease (Details)
64: R50 Business and Basis of Presentation - Maryland HTML 50K
Live! Lease and Pennsylvania Live! Master Lease
(Details)
65: R51 Business and Basis of Presentation - Rockford HTML 59K
Lease (Details)
66: R52 Business and Basis of Presentation - Narrative HTML 59K
(Details)
67: R53 Summary of Significant Accounting Policies (Real HTML 40K
Estate Investments) (Details)
68: R54 Summary of Significant Accounting Policies HTML 38K
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69: R55 Summary of Significant Accounting Policies (Cash HTML 39K
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70: R56 Summary of Significant Accounting Policies (Income HTML 39K
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(Details) Other Assets
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76: R62 Acquisitions (Purchase Price Allocation) (Details) HTML 42K
77: R63 Acquisitions Casino Queen Marquette (Details) HTML 42K
78: R64 Acquisitions Bally's Lincoln and Tiverton HTML 37K
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79: R65 Investment in leases, financing receivables, net HTML 56K
and other receivables - Summary of Company's
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80: R66 Investment in leases, financing receivables, net HTML 49K
and other receivables - Maturity (Details)
81: R67 Investment in leases, financing receivables, net HTML 87K
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83: R69 Lease Assets and Lease Liabilities Lease Assets HTML 43K
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and Lease Liabilities (Land Rights) (Details)
85: R71 Lease Assets and Lease Liabilities Lease Assets HTML 53K
and Lease Liabilities (Lease Maturity Schedule)
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86: R72 Lease Assets and Lease Liabilities Lease Assets HTML 47K
and Lease Liabilities (Components of Lease
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87: R73 Lease Assets and Lease Liabilities Lease Assets HTML 37K
and Lease Liabilities (Supplemental Balance Sheet
Information) (Details)
88: R74 Lease Assets and Lease Liabilities Lease Assets HTML 35K
and Lease Liabilities (Supplemental Cash Flow
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89: R75 Lease Assets and Lease Liabilities (Finance Lease HTML 52K
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90: R76 Fair Value of Financial Assets and Liabilities HTML 55K
Fair Value of Financial Assets and LIabilities
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a Recurring Basis) (Details)
91: R77 Long-term Debt (Schedule of Long-Term Debt) HTML 143K
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92: R78 Long-term Debt (Maturities of Long-Term Debt) HTML 60K
(Details)
93: R79 Long-term Debt (Senior Unsecured Credit Facility) HTML 64K
(Details)
94: R80 Long-term Debt (Senior Unsecured Notes) (Details) HTML 101K
95: R81 Commitments and Contingencies (Employee Benefit HTML 52K
Plans) (Details)
96: R82 Commitments and Contingencies (Funding HTML 43K
Commitments) (Details)
97: R83 Revenue Recognition (Narrative) (Details) HTML 272K
98: R84 Revenue Recognition Revenue Recognition (Rental HTML 59K
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99: R85 Revenue Recognition (Future Minimum Lease Payments HTML 90K
Receivable - Operating Leases (Details)
100: R86 Stock-Based Compensation (Narrative) (Details) HTML 68K
101: R87 Stock-Based Compensation (Restricted Stock Award HTML 57K
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102: R88 Stock-Based Compensation (Performance-Based HTML 57K
Restricted Stock Awards Activity) (Details)
103: R89 Income Taxes (Provision for Income Taxes - Current HTML 56K
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104: R90 Income Taxes (Effective Income Tax Rate HTML 54K
Reconciliation, Percent) (Details)
105: R91 Income Taxes (Effective Income Tax Rate HTML 53K
Reconciliation, Amount) (Details)
106: R92 Earnings Per Share Earnings Per Share (Weighted HTML 46K
Average Common Shares Outstanding) (Details)
107: R93 Earnings Per Share Earnings Per Share (EPS HTML 76K
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108: R94 Shareholders' Equity (Common Stock) (Details) HTML 83K
109: R95 Shareholders' Equity (Dividends Declared and Paid) HTML 67K
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110: R96 Shareholders' Equity (Dividend Classification) HTML 52K
(Details)
111: R97 Shareholders' Equity (Noncontrolling Interests) HTML 42K
(Details)
112: R98 Supplemental Disclosures of Cash Flow Information HTML 68K
and Noncash Activities (Supplemental Cash Flow
Information) (Details)
113: R99 Supplemental Disclosures of Cash Flow Information HTML 59K
and Noncash Activities (Noncash Investing and
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114: R100 Subsequent Events (Details) HTML 54K
115: R101 Schedule III Real Estate Assets and Accumulated HTML 511K
Depreciation (Details)
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‘EX-97.1’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
I. Applicability. This Policy Regarding the Mandatory Recovery of Compensation (the “Policy”) applies to any Incentive Compensation paid to Gaming and Leisure Properties Inc.’s (the “Company”) Executive Officers. The Policy is intended to comply with and be interpreted
in accordance with the requirements of Listing Rule 5608 (“Listing Rule 5608”) of The Nasdaq Stock Market LLC (“Nasdaq”) and Rule 10D-1 of the Securities Exchange Act of 1934, as amended. The provisions of Listing Rule 5608 shall prevail in the event of any conflict between the text of this Policy and such listing rule. Certain capitalized terms not otherwise defined herein are defined in Section IV hereof.
II. Recovery.
a. Triggering Event.
Except as provided herein and subject to Section II(b) below, in the event that the Company is required to prepare a Financial Restatement, the
Company shall recover any Recoverable Amount (as defined in Section II(d) below) of any Incentive Compensation received by a current or former Executive Officer during the Look-Back Period. The Recoverable Amount shall be repaid to the Company within a reasonably prompt time after the current or former Executive Officer is notified in writing of the Recoverable Amount as set forth in Section II(c) below, accompanied by a reasonably detailed computation thereof. For the sake of clarity, the recovery rule in this Section II(a) shall apply regardless of any misconduct, fault, or illegal activity of the Company, any Executive Officer, or Company’s Board of Directors (the “Board”) or any committee thereof.
b. Compensation
Subject to Recovery.
i. Incentive Compensation subject to mandatory recovery under Section II(a) includes any Incentive Compensation received by an Executive Officer:
a. After beginning service as an Executive Officer;
b. Who served as an Executive Officer at any time during the performance period for that Incentive Compensation;
c. While the Company has a class of securities listed on a national securities exchange or a national securities association; and
d. During the Look-Back Period.
ii. As used in this Section II(b), Incentive Compensation is deemed “received” in the fiscal
period that the Financial Reporting Measure specified in the applicable Incentive Compensation award is attained, even if the payment or grant of the Incentive Compensation occurs after the end of that period. This Section II(b) will only apply to Incentive Compensation received in any fiscal period ending on or after October 2, 2023.
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c. Recoupment.
i. The Compensation Committee of the Board (the “Compensation Committee”) shall determine, at its sole discretion, the method for recouping Incentive Compensation, which may include (A) requiring reimbursement
of Incentive Compensation previously paid; (B) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards; (C) deducting the amount to be recouped from any compensation otherwise owed by the Company to the Executive Officer; and/or (D) taking any other remedial and recovery action permitted by law, as determined by the Compensation Committee.
d. Recoverable Amount.
i. The Recoverable Amount is equal to the amount of Incentive Compensation received in excess of the amount of Incentive Compensation that would have been received had it been determined based on the restated amounts in the Financial Restatement, without regard to taxes paid by the
Company or the Executive Officer.
ii. In the event the Incentive Compensation is based on a measurement that is not subject to mathematical recalculation, the Recoverable Amount shall be based on a reasonable estimate of the effect of the Financial Restatement, as determined by the Compensation Committee, which shall be set forth in writing. For example, in the case of Incentive Compensation based on stock price or total shareholder return, the Recoverable Amount shall be based on a reasonable estimate of the effect of the Financial Restatement on the stock price or total shareholder return.
e. Exceptions to Applicability.
The Company must recover the Recoverable Amount of Incentive Compensation as
stated above in Section II(a) unless the Compensation Committee makes a determination that recovery would be impracticable, and at least one of the following applies:
i. The direct expense paid to a third party to assist in enforcing recovery would exceed the Recoverable Amount, and a reasonable attempt to recover the Recoverable Amount has already been made and documented;
ii. Recovery of the Recoverable Amount would violate home country law (provided such law was adopted prior to November 28, 2022 and that an opinion of counsel in such country is obtained stating that recoupment would result in such violation); or
iii. Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the
Company and its subsidiaries, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
III. Miscellaneous.
a. The Board or Compensation Committee may require that any incentive plan, employment agreement, equity award agreement, or similar agreement entered into
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on or after the date hereof shall, as a condition to the grant of any benefit thereunder, require an Executive Officer to agree to abide by the terms of this Policy, including the repayment of the Recoverable Amount of erroneously awarded Incentive Compensation.
b. The
Company shall not indemnify any Executive Officer or other individual against the loss of any incorrectly awarded or otherwise recouped Incentive Compensation or any claims relating to the Company’s enforcement of its rights under the Policy.
c. The Company shall comply with applicable compensation recovery policy disclosure rules of the Securities and Exchange Commission (the “Commission”).
IV. Definitions.
a. Incentive Compensation. “Incentive Compensation” means any compensation that is granted,
earned, or vests based wholly or in part upon the attainment of a Financial Reporting Measure, but does not include awards that are earned or vest based solely on the continued provision of services for a period of time.
b. Financial Reporting Measure. “Financial Reporting Measure” means any reporting measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures. Stock price and total shareholder return are considered to be Financial Reporting Measures for purposes of this Policy. A financial reporting measure need not be presented within the financial statements or included in a filing with the Commission.
c. Financial
Restatement. A “Financial Restatement” means any accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under applicable securities laws, including any required accounting restatement to correct an error in previously issued financial statements that (i) is material to the previously issued financial statements (commonly referred to as a “Big R” restatement), or (ii) is not material to previously issued financial statements, but would result in a material misstatement if the error was left uncorrected in the current period or the error correction were recognized in the current period (commonly referred to as a “little r” restatement). For purposes of this Policy, the date of a Financial Restatement will be deemed to be the earlier of (i) the
date the Board, a committee of the Board, or officers authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an accounting restatement, and (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare an accounting restatement.
d. Executive Officer. “Executive Officer” shall mean the Company’s Chief Executive Officer, President, Chief Financial Officer, or principal accounting officer (or, if there is no such accounting officer, the Controller),
any vice-president of the Company in charge of a principal business unit, division or function (such as sales, administration or finance), and any other officer or person who performs a significant policy-making function for the Company, whether such person is employed by the Company or a subsidiary thereof. For the sake of clarity, ”Executive Officer” includes at a minimum executive officers identified by the Board pursuant to 17 CFR 229.401(b).
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e. Look-Back Period. The
“Look-Back Period” means the three completed fiscal years immediately preceding the date of a Financial Restatement and any transition period as set forth in Listing Rule 5608.
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Dates Referenced Herein and Documents Incorporated by Reference
