GAMING AND LEISURE PROPERTIES, INC. (NASDAQ:GLPI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 24, 2018, William J. Clifford, Senior Vice President, Chief Financial Officer and Treasurer of Gaming and Leisure Properties, Inc. (the “Company”), and the Company entered into a letter agreement, dated as of April 24, 2018 (the “Agreement”), providing for Mr. Clifford’s retirement from the Company effective on or before August 31, 2018. In connection with his retirement, and to ensure an orderly transition, Mr. Clifford agreed to continue in his current role as Senior Vice President, Chief Financial Officer and Treasurer of the Company until May 4, 2018, at which time he will become a senior advisor to the Company.
Under the Agreement, Mr. Clifford will serve as senior advisor to the Company from May 4, 2018 until August 31, 2018, or such earlier retirement date specified by the Company (the “Continued Employment Period”). During the Continued Employment Period, Mr. Clifford will be entitled to continue to receive his current salary at the rate of $1,166,990 per year and to participate in the employee benefit plans of the Company in which he currently participates (or to receive continuing coverage through COBRA, if Mr. Clifford is no longer eligible to participate in such employee benefit plans). In addition, in lieu of payments or benefits under any Company severance plan and in connection with the cancellation of Mr. Clifford’s outstanding incentive equity awards upon his retirement, Mr. Clifford or his estate will be entitled to the following cash payments: $4,210,400 on September 1, 2018; $4,743,750 on January 2, 2019; $2,529,990 on January 2, 2020; and $1,265,012 on January 4, 2021, subject, in each case, to Mr. Clifford’s continued service through the Continued Employment Period and compliance with the terms of the Agreement. In the Agreement, Mr. Clifford provided the Company with a general release of claims and agreed to be subject to certain restrictive and other covenants contained in the Agreement, including non-competition, non-solicitation, non-disparagement and confidentiality provisions.
Effective May 4, 2018, Steven T. Snyder, Senior Vice President, Corporate Development of the Company, will assume the role of interim Chief Financial Officer of the Company pending completion of the search for a new Chief Financial Officer.
Mr. Snyder, age 57, joined the Company in November 2013 in connection with the spin-off of the Company from Penn National Gaming, Inc. (“Penn”). Prior to the spin-off, he had served as Penn's Senior Vice President of Corporate Development since 2003 and was responsible for identifying and conducting internal and industry analysis of potential acquisitions, partnerships and other opportunities. He joined Penn as Vice President of Corporate Development in May 1998 and held that position until 2001. He left Penn for a brief period between 2001 and 2003, when he rejoined Penn as Senior Vice President of Corporate Development.
The discussion above is qualified in its entirety by reference to the copy of the Agreement, which is being filed with this Current Report on Form8-K as Exhibit10.1 and is incorporated herein by reference.
Item 7.01.Regulation FD Disclosure.
On April 25, 2018, the Company issued a press release announcing the retirement of Mr. Clifford as Chief Financial Officer and the pending appointment of Mr. Snyder as interim Chief Financial Officer, described in Item 5.02 above. A copy of the press release is attached hereto as Exhibit 99.1.
The information in Item 7.01 of this Current Report on Form8-K,including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities thereof, nor shall it be incorporated by reference into any filings under the Exchange Act or under the Securities Act of 1933, as amended, except to the extent specifically provided in any such filing.
Item 9.01.Financial Statements and Exhibits.
Gaming & Leisure Properties, Inc. ExhibitEX-10.1 2 exhibit101letteragreementd.htm GLPI EXHIBIT 10.1 Exhibit Exhibit 10.1April 24,…To view the full exhibit click
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.