GAMING AND LEISURE PROPERTIES, INC. (NASDAQ:GLPI) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

GAMING AND LEISURE PROPERTIES, INC. (NASDAQ:GLPI) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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On June 14, 2018, the shareholders of Gaming and Leisure Properties, Inc. ("GLPI" or the "Company") approved an amendment and restatement of the Company's articles of incorporation (the "Amended Articles") to provide for a majority voting standard in uncontested director elections. Under the majority voting standard, 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 full text of the Amended Articles is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Amended Articles became effective upon filing with the Secretary of the Commonwealth of Pennsylvania on June 14, 2018.

The Company also adopted Amended and Restated Bylaws (the “Amended Bylaws”) to remove the plurality voting standard in director elections. The Amended Articles and Amended Bylaws also remove the provisions relating to, and references to, the process through which the Company is declassifying its Board of Directors (the “Board”). The Amended Bylaws also add a requirement that a person recommended for nomination for election as a director by a shareholder must represent that he or she currently intends to serve as a director for the full term for which he or she is standing for election. The full text of the Amended Bylaws is attached as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference. The Amended Bylaws became effective on June 14, 2018.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 14, 2018, the Company held its Annual Meeting of Shareholders (the "Annual Meeting"). A total of 213,745,319 shares of the Company's common stock were entitled to vote as of April 12, 2018, the record date for the Annual Meeting, of which 193,783,961, were present in person or by proxy at the Annual Meeting. The following is a summary of the final voting results for each matter presented to shareholders.

PROPOSAL 1. Election of directors to hold office until the 2019 Annual Meeting of Shareholders and until their respective

successors have been duly elected and qualified.

Nominee

For

Withheld

Broker Non-Votes

David A. Handler

174,922,794

3,637,868

15,223,299

Joseph W. Marshall, III

176,119,680

2,440,982

15,223,299

James B. Perry

176,880,907

1,679,755

15,223,299

Barry F. Schwartz

177,016,147

1,544,515

15,223,299

Earl C. Shanks

177,025,220

1,535,442

15,223,299

E. Scott Urdang

167,334,856

11,225,806

15,223,299

PROPOSAL 2. Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the current fiscal year ending December 31, 2018.

For

Against

Abstentions

193,328,234

66,733

388,994

PROPOSAL 3. Approval of, on a non-binding advisory basis, the Company's executive compensation.

For

Against

Abstentions

Broker Non-Votes

165,987,477

12,404,307

168,878

15,223,299

PROPOSAL 4. Approval of an amendment and restatement of the Company's Articles of Incorporation to adopt a majority voting standard in uncontested director elections.

For

Against

Abstentions

Broker Non-Votes

178,297,133

131,701

131,828

15,223,299

Item 8.01 Other Events.

On June 14, 2018, in connection with the adoption of a majority voting standard in uncontested director elections as described above under Item 5.03, the Board amended the Company’s Corporate Governance Guidelines to adopt a resignation policy. The resignation policy requires that any director nominee who fails to receive the requisite majority vote at a shareholder meeting must, promptly following certification of the shareholder vote, tender his or her resignation from the Board and all committees upon which he or she serves. The 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. The Board will act upon the tendered resignation and publicly disclose its decision and rationale within ninety (90) days following certification of the shareholder vote. A copy of the Corporate Governance Guidelines, as amended, is available at the Company’s website at www.glpropinc.com, under the “About” section. The contents of the Company’s website are not incorporated into this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

* * *


Gaming & Leisure Properties, Inc. Exhibit
EX-3.1 2 glpiexhibit31amendedandres.htm GLPI EXHIBIT 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION Exhibit Exhibit 3.1    ARTICLES OF AMENDMENTOFGAMING AND LEISURE PROPERTIES,…
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About GAMING AND LEISURE PROPERTIES, INC. (NASDAQ:GLPI)

Gaming and Leisure Properties, Inc. (GLPI) is a self-administered and self-managed Pennsylvania real estate investment trust (REIT). The Company is engaged in the business of acquiring, financing and owning real estate property to be leased to gaming operators in triple net lease arrangements. The Company’s segments include GLP Capital, L.P. (GLP Capital), which is a subsidiary of GLPI, through which GLPI owns all of its real estate assets, and the TRS Properties. The GLP Capital segment consists of the leased real property and represents the Company’s business. The TRS Properties segment consists of Hollywood Casino Perryville and Hollywood Casino Baton Rouge. The Company’s portfolio consists of approximately 20 gaming and related facilities, including the TRS Properties and the real property associated with over 20 gaming and related facilities operated by Penn National Gaming, Inc. and the real property associated with the Casino Queen in East St. Louis, Illinois.

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