Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 24, 2021, the Board of Directors (the "Board") of Gaming and
Leisure Properties, Inc. (the "Company") appointed Ms. JoAnne Epps as a new
independent member of the Board, effective immediately. The appointment of Ms.
Epps to the Board brings the total number of directors to eight, seven of which
are independent members. Ms. Epps 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.
A member of the faculty of Temple University's Beasley School of Law in
Philadelphia, Pennsylvania since 1985, Ms. Epps currently serves as Senior
Advisor to the President of Temple University. Prior to her current role, Ms.
Epps served as Executive Vice President & Provost of Temple University from 2016
to 2021. She has been a member of the faculty at Temple University's Beasley
School of Law since 1985 and a full professor since 1994, teaching litigation
basics to first-year law students and studying criminal procedure, evidence, and
trial advocacy. She previously served as Dean of the Temple University Beasley
School of Law from 2008 to 2016 and as Associate Dean for Academic Affairs from
1989 to 2008. During her time at Temple, Ms. Epps has been named four times to
The National Jurist's list of the 25 most influential people in legal education.
Prior to beginning her academic career, Ms. Epps served as an Assistant U.S.
Attorney for the Eastern District of Pennsylvania from 1980 to 1985 and as a
Deputy City Attorney for the City of Los Angeles from 1976 to 1980. Ms. Epps has
been admitted to the Bar of the United States Supreme Court as well as in
California, the District of Columbia, and the Commonwealth of Pennsylvania.
Ms. Epps serves on the Board of Trustees at PREIT (NYSE: PEI), a publicly traded
real estate investment trust that owns and manages shopping malls. As a Trustee,
she is a member of both the Nominating & Governance and Audit Committees. In
addition, she is an active member of the American Bar Association, the American
Law Institute, the Barristers' Association of Philadelphia, the National Bar
Association, the Society of American Law Teachers, The Forum of Executive Women
, and the Pennsylvania Women's Forum.
Ms. Epps holds a B.A. degree from Trinity College and a J.D. from the Yale Law
School.
The Board determined that Ms. Epps is an "independent director" within the
meaning of the Nasdaq Global Select Market. There are no arrangements or
understandings between Ms. Epps and any other person pursuant to which she was
appointed. There are also no family relationships between Ms. Epps and any
director or executive officer of the Company, and Ms. Epps 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. Epps's appointment to the Board, the Compensation
Committee of the Board recommended and the Board approved that the Company pay
to Ms. Epps $28,750 in cash, restricted stock or a combination of cash and
restricted stock, at the option of Ms. Epps, and also $43,750 in restricted
stock, in each case, with such restricted stock vesting on December 31, 2021,
which amounts represent the Company's 2021 compensation package for directors on
a pro-rated basis, in accordance with the terms of the Company's form of Board
restricted stock award agreement under the Company's Second Amended and Restated
2013 Long-Term Incentive Compensation Plan.
Item 7.01 Regulation FD Disclosure.
A copy of the press release, dated September 28, 2021, announcing the
appointment of Ms. Epps as the new independent director of the Company, is
furnished 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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