Proxy Statement (Form DEF 14A)
SECURITIES AND EXCHANGE COMMISSION
Securities Exchange Act of 1934
(Amendment No. )
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Elect the seven members named in the accompanying proxy statement to serve on our Board of Directors
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Ratify the appointment of
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Approve (on a non-binding, advisory basis) the compensation of our named executive officers
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Chief Executive Officer
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PROXY VOTING
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Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares now as instructed in the proxy statement.
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Items of Business
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Board
Recommends |
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1.
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Election of the seven director nominees named in the accompanying proxy statement
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Ratification of the appointment of
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Approval (on a non-binding, advisory basis) of the compensation of our named executive officers
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Record Date
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Stockholders of record as of the close of business on
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Executive Vice President, General Counsel
and Secretary
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BY INTERNET
Go towww.proxyvote.com
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BY TELEPHONE
Use the toll-free number shown on your Proxy Card or Voting Instruction Form
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BY MAIL
Mark, sign, date and retuthe enclosed Proxy Card and related instructions in the postage-paid envelope
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DURING THE MEETING
Vote through the virtual portal atwww.virtualshareholdermeeting.com/VICI2025during the Annual Meeting
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
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The accompanying proxy statement and our 2024 Annual Report are available athttps://investors.viciproperties.com/annual-meeting/. In addition, our stockholders may access this information, as well as submit their voting instructions, atwww.proxyvote.comby having their proxy card and related instructions in hand.
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INDEX OF FREQUENTLY REQUESTED INFORMATION
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| Individual Director Skills Matrix | | | | | 4 | | | | Total Stockholder RetuBenchmarking | | | | | 50 | | |
| Director Nominees | | | | | 10 | | | | | | | | 53 | | | |
| Corporate Governance Matters | | | | | 22 | | | | 2024 STIP Award Opportunities and Results | | | | | 55 | | |
| Environmental Sustainability and Social Responsibility | | | | | 32 | | | | 2022 LTIP Performance-Based Award Results | | | | | 58 | | |
| | | | | 37 | | | | Stock Ownership Guidelines | | | | | 61 | | |
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DATE AND TIME
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LOCATION
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RECORD DATE
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Live webcast accessible at:
www.virtualshareholdermeeting.com/VICI2025 |
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BY INTERNET
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BY TELEPHONE
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BY MAIL
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DURING THE MEETING
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Go to
www.proxyvote.com |
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Use the toll-free number shown
on your Proxy Card or Voting Instruction Form |
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Mark, sign, date and retuthe
enclosed Proxy Card and related instructions in the postage-paid envelope |
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Vote through the virtual portal at
www.virtualshareholdermeeting.com/VICI2025 during the Annual Meeting |
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Proposal
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Board Vote
Recommendation |
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Page Reference
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Proposal 1:
Election of Directors
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FOR
each nominee |
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Proposal 2:
Ratification of Appointment of Independent Registered Public Accounting Firm
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FOR
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Proposal 3:
Non-binding, Advisory Vote to Approve the Compensation of Named Executive Officers
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FOR
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1
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PROXY STATEMENT SUMMARY
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PROXY STATEMENT SUMMARY
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Occupation
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Director
Since |
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Tenure
(Years) |
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Age
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Independent
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Audit
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Compensation
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Nominating
and Governance |
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# of
Other Public Company Boards |
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Former Chair and CEO
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| | | | 8 | | | | | | 69 | | | | | | | | | | | | | | | | | 1 | | | |
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Partner
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| | | | 7 | | | | | | 67 | | | | | | | | | | | | | | | 2 | | | |||
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General Counsel
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| | | | 5 | | | | | | 52 | | | | | | | | | | | | | | | 0 | | | |||
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CEO
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| | | | 7 | | | | | | 59 | | | | | | | | | | | | | | | 1 | | | |||
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Former Chair and CEO
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| | | | 8 | | | | | | 69 | | | | | | | | | | | | | | | 2 | | | |||
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CEO
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| | | | 8 | | | | | | 69 | | | | | | | | | | | | | | | | | | 0 | | | |
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Former Chair and CEO
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| | | | 8 | | | | | | 70 | | | | | | | | | | | | | | | 1 | | |
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Committee Chair
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Committee Member
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Snapshot of Board Profile
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(1)
Comprised of the Chair of the Board and each committee of the Board.
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3
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PROXY STATEMENT SUMMARY
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Individual Skills / Qualifications
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James R.
Abrahamson |
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Diana
Cantor |
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Monica H.
Douglas |
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Holland |
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Craig
Macnab |
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Edward B.
Pitoniak |
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Michael D.
Rumbolz |
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Total
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Capital Markets / M&A / Investment Bankingexperience is valuable in understanding the role that transactional activity, capital markets and financing plays in our business and growth strategy.
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Finance / Accountingexperience is helpful in understanding and overseeing our internal controls and financial reporting.
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Government Relations / Legal and Regulatory / Public Policyexperience is beneficial in understanding the highly-regulated nature of the gaming industry and policy considerations.
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Risk Oversight and Managementis vital to fulfilling the Board's role with respect to management oversight and risk mitigation.
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Strategic Planning and Leadershipis beneficial in providing insights into the future growth and strategy of our Company.
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Other Public Company Board Experiencecontributes to an understanding of best-practice corporate governance and alternative approaches.
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CEO / Executive Managementexperience allows for a better understanding of management's perspective.
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Executive Compensationexperience is valuable in assessing the structure and design of our executive compensation program and practices.
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Environmental Sustainabilityexperience is beneficial to an understanding of our impact on the environment and the impact of climate change on our business and portfolio.
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Social Responsibilityexperience is valuable in contributing to the advancement of our community engagement and other social initiatives.
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Corporate Governanceexperience is valuable in contributing to our continuing pursuit of best-in-class corporate governance practices.
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Cybersecurity and Information Technologyexperience is critical to an understanding of information security and risk management.
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Individual Industry Experience
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Consumer Discretionary Industryexperience provides key insights with respect to consumer-facing sectors and related implications for our and our tenants' businesses.
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Entertainment, Lodging and/ or Hospitalityexperience provides a meaningful advantage in contributing to our strategic planning and growth.
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Gaming Industryexperience is critical to understanding the perspectives of our tenants and considerations with respect to our core assets, as well as the continued evolution of gaming.
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REITs / Real Estate Industryexperience is beneficial in understanding the processes and considerations that drive successful outcomes in our business model.
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Internationalexperience is beneficial in advising management with respect to expansion into international jurisdictions in alignment with its growth strategy.
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Technology Industryexperience provides an advantage in understanding industry disruption and future trends related to the growth and evolution of the experiential sector.
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4
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PROXY STATEMENT SUMMARY
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Corporate Governance Best Practices
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YES
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Separate Chair and Chief Executive Officer
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Independent Non-Executive Chair
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Fully Independent Board Committees
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Annual Election of All Directors
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Majority Voting for Directors
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Regular Executive Sessions of Independent Directors
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Annual Board, Committee and Director Self-Evaluations (Led Periodically by an Independent Evaluator)
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Systemic Risk Oversight by Board and Committees
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Committee and Board Oversight of ESG Matters
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Committee Oversight of Cybersecurity and Information Technology
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Director Commitments Policy
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Director Retirement Policy
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Proxy Access Rights Consistent with Market Standard
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Stockholder Right to Call Special Meeting Without Material Restriction
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Strong Investor Outreach Program and Annual Calendar
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Opted Out of Maryland Unsolicited Takeover Act (MUTA)
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Robust Stock Ownership Requirements for Directors and Executive Officers
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Robust Anti-Hedging, Anti-
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Incentive Compensation Clawback Policy
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Insider Trading Policy
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Annual "Say-on-Pay" Vote
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"Double-Trigger" for Change in Control Severance Payments
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One-Year Minimum Vesting Period on Equity Grants (Subject to 5% Carve-Out)
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NO
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No Classified or Staggered Board
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No Supermajority Voting Requirements in Bylaws
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No Material Related Party Transactions
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No Compensation Committee Interlocks
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No Family Relationships Among Directors and Executive Officers
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No Poison Pill
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No Excise Tax Gross-Up Provisions
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No Repricing of Underwater Options or Stock Appreciation Rights
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No Excess Perquisites
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5
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PROXY STATEMENT SUMMARY
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Corporate Governance
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Stockholder
Effective Oversight and Risk Management - Maintain effective oversight and risk management as a real estate owner and as appropriate given our status as a triple-net lease lessor
Reporting and Strategic Integration - Enhance our internal framework, processes, and controls to continue progressing our ESG reporting capabilities and integrating ESG considerations into our investment, business, and asset management strategies
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Recent Highlights
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Articulated newCorporate Responsibilitycommitments, including with respect to biodiversity, human rights, and labor, all of which are available on our website
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Amended our key policies, including ourCode of Business ConductandCorporate Governance Guidelines, to incorporate additional topics, including an updatedDirector Commitments policy, to maintain responsiveness to areas of stockholder focus
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Developed an expandedthird-party risk managementframework to goveour vendor/supplier engagement, and implemented a leading technology platform to provide for ongoing monitoring, additional survey and audit capabilities, and oversight
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Environmental Sustainability
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Corporate Sustainability- Strive to improve the environmental performance of our headquarters and golf course operations, including improving energy efficiency, reducing water usage and waste generation, and increasing recycling and waste diversion
Triple-Net Property Sustainability Support- Encourage our tenants' implementation of environmental sustainability and performance improvement measures to address the sustainability and long-term climate resilience of our portfolio
Participation and Reporting- Improve our ability to address investor and other stakeholder group expectations with respect to our corporate-level environmental sustainability initiatives, including through our tenant engagement efforts, data reporting, and third-party framework participation
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Recent Highlights
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Implementednew sustainable practices at our corporate headquarters, including expanded recycling, reducing single-use plastics, smart lighting and facility management, and low-flow fixtures, and continued toprogress sustainability efforts at our golf courses, including projects relating to water conservation, fuel efficiency, energy and emissions reduction, waste reduction and recycling
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Developed anEnvironmental Management Systemto goveinternal policies and procedures with respect to our operating portfolio and tenant engagement and data collection with respect to our triple-net lease portfolio
•
Advanced our tenant engagement efforts through an enhanced asset-level data collection survey to expand the scope and detail of reportedtriple-net lease portfolio sustainability data
•
Furthered our assessment of the
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6
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PROXY STATEMENT SUMMARY
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Social Responsibility
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Company Culture - Nurture our company culture and focus on the health, safety, wellbeing, and professional development of our employees through recruiting and retention, employee engagement, and strong support and benefits
Community and
Ethical and Responsive Engagement - Enhance our commitments to key social responsibility issues such as philanthropy, human rights and other global challenges by implementing and expanding policies and procedures, training, and external engagement
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Recent Highlights
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Supported the continued development of our employees and engagement programs, including the addition of a Director of People, development of ourVICI Values, an organization-wide DiSC®personality assessment, additional communication and feedback training, and expansion of "VICI U," our internal training curriculum
•
Continued to enhance our corporate giving initiatives through our impact pillars ofCommunity Relief,Environmental Sustainabilityand
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Received our sixth annual certification as a
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What's New?
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We are consistently striving to improve our approach to environmental sustainability, social responsibility and corporate
governance, as well as the quality and transparency of our related disclosure. We believe providing additional information to our investors and other stakeholders is of the utmost importance. New developments regarding these matters include: |
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Corporate Governance
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Enhanced disclosure of our corporate governance history and development timeline - see page 23
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Enhanced disclosure regarding additional aspects of our risk management programs - see page 29
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Environmental Sustainability
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Reported additional data with respect to tenants' environmental sustainability programs across our leased portfolio - see page 35
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Included disclosure regarding our most recent climate-related risk assessment - see page 34
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Social Responsibility
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•
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Enhanced disclosure of our corporate giving key pillars and charitable impact in 2024 - see page 39
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7
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PROXY STATEMENT SUMMARY
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8
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OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR"
EACH DIRECTOR NOMINEE SET FORTH BELOW. |
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9
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PROPOSAL 1: ELECTION OF DIRECTORS
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Former Chair and Chief Executive Officer of
Independent
Age:69
Director Since:
Board Role:
Chair Industry Experience:
•
Entertainment, Lodging and/or Hospitality
•
•
International
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Biographical Information
•
Serves as an independent director of
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Served as Board Chair of
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Served as an independent director of
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Previously held senior leadership positions with
•
Holds a degree in Business Administration from the
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Reason for Nomination
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Key Skills/Qualifications
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Capital Markets / M&A /
Investment Banking |
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Risk Oversight
and Management |
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Strategic Planning
and Leadership |
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Other
Board Experience |
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CEO / Executive
Management |
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Partner,
Independent
Age:67
Director Since:
Board Committees:
Audit (Chair) Nominating and Governance Industry Experience:
•
Consumer Discretionary
•
Entertainment, Lodging and/or Hospitality
•
•
International
•
Technology
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Biographical Information
•
Partner and member of the
•
Serves on the Board of Directors of
•
Serves on the Board of Directors of the
•
Previously served on the Boards of Directors of
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Former Chair and served for 10 years as a Trustee of the
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Certified Public Accountant. Holds a J.D. from
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Reason for Nomination
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Key Skills/Qualifications
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Finance /
Accounting |
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Risk Oversight
and Management |
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Strategic Planning
and Leadership |
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Other
Board Experience |
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Cybersecurity
and IT |
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10
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PROPOSAL 1: ELECTION OF DIRECTORS
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General Counsel for
Independent
Age:52
Director Since:
Board Committees:
Compensation Nominating and Governance Industry Experience:
•
Consumer Discretionary
•
International
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Biographical Information
•
Serves as General Counsel for
•
Serves on the Board of Directors of
•
Holds a J.D. from
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Reason for Nomination
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Key Skills/Qualifications
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Government Relations / Legal and Regulatory / Public Policy
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Risk Oversight
and Management |
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Corporate
Governance |
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Executive
Compensation |
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Cybersecurity
and IT |
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Chief Executive Officer,
Independent
Age:59
Director Since:
Board Committees:
Audit Nominating and Governance (Chair) Industry Experience:
•
Entertainment, Lodging and/or Hospitality
•
•
Technology
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Biographical Information
•
Serves as Chief Executive Officer of
•
Serves as an independent trustee of
•
Active member of the
•
Experience as a senior staff attorney on the National Bankruptcy Review where she was a member of a Congressional commission charged with making recommendations to the
•
Holds a J.D. from
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Reason for Nomination
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Key Skills/Qualifications
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Finance /
Accounting |
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CEO / Executive
Management |
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Strategic Planning
and Leadership |
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Other
Board Experience |
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Corporate
Governance |
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11
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PROPOSAL 1: ELECTION OF DIRECTORS
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Former Chair and CEO,
Independent
Age:69
Director Since:
Board Committees:
Audit Compensation (Chair) Industry Experience:
•
Entertainment, Lodging and/or Hospitality
•
•
International
•
Technology
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Biographical Information
•
Held the position of Chair and Chief Executive Officer of
•
Serves as an independent director of
•
Served as a director of
•
Served as Chief Executive Officer and President of
•
Holds an MBA from
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Reason for Nomination
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Key Skills/Qualifications
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Strategic Planning
and Leadership |
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Other
Board Experience |
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CEO / Executive
Management |
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Human Capital
Management |
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Executive
Compensation |
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Chief Executive Officer,
Age:69
Director Since:
Board Committees:None
Industry Experience:
•
Consumer Discretionary
•
Entertainment, Lodging and/or Hospitality
•
•
International
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Biographical Information
•
Appointed as our Chief Executive Officer on
•
Served as Vice Chair of Realterm, a private equity real estate manager based in
•
Served as an independent director on the board of directors of
•
Served as Chair and Trustee of InnVest, a publicly listed REIT, from
•
Served as President and Chief Executive Officer and Director of bcIMC
•
Prior to joining CHIP, served as a Senior Vice President at
•
Holds a B.A. from
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Reason for Nomination
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Key Skills/Qualifications
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Risk Oversight
and Management |
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Strategic Planning
and Leadership |
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Other
Board Experience |
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CEO / Executive
Management |
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Human Capital
Management |
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12
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PROPOSAL 1: ELECTION OF DIRECTORS
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Executive Chair of the Board of Directors,
Independent
Age:70
Director Since:
Board Committees:
Audit Compensation Industry Experience:
•
Consumer Discretionary
•
Entertainment, Lodging and/or Hospitality
•
Gaming
•
International
•
Technology
|
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Biographical Information
•
Serves as Executive Chair of the Board of Directors of
•
Serves as an independent director of
•
Served as Chair of the Board of Directors of
•
Served as former Vice Chair of the
•
From time to time provided consulting services and held a number of public and private sector employment positions in the gaming industry, including serving as Member and Chair of the
•
Inducted into the
•
Holds a J.D. from the
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Reason for Nomination
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Key Skills/Qualifications
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| | | |
Risk Oversight
and Management |
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CEO / Executive
Management |
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Human Capital
Management |
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Executive
Compensation |
| |
Cybersecurity
and IT |
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| | | | | |
13
|
|
|
PROPOSAL 1: ELECTION OF DIRECTORS
|
| | | |
|
Director
|
| |
Board of
Directors |
| |
Audit
Committee |
| |
Compensation
Committee |
| |
Nominating
and Governance Committee |
|
|
|
| | | |
-
|
| |
-
|
| |
-
|
| |
|
|
| | | | | |
-
|
| | | |||
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|
| | | |
-
|
| | | | | |||
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|
| | | | | |
-
|
| | | |||
|
|
| | | | | | | |
-
|
| |||
|
|
| | | |
-
|
| |
-
|
| |
-
|
| |
|
|
| | | | | | | |
-
|
| |||
|
Number of Meetings Held in 2024
|
| |
7
|
| |
4
|
| |
5
|
| |
4
|
|
| | |
Board/Committee Chair
|
| | | |
Board/Committee Member
|
|
|
14
|
| |
|
| | | |
| | | |
PROPOSAL 1: ELECTION OF DIRECTORS
|
|
| | | | | |
15
|
|
|
PROPOSAL 1: ELECTION OF DIRECTORS
|
| | | |
| | |
Review of Board Composition
|
|
|
16
|
| |
|
| | | |
| | | |
PROPOSAL 1: ELECTION OF DIRECTORS
|
|
| | |
Director Candidate Qualification and Selection Process
|
|
| | | | | |
17
|
|
|
PROPOSAL 1: ELECTION OF DIRECTORS
|
| | | |
| | |
Director Onboarding, Education and Engagement
|
|
|
18
|
| |
|
| | | |
| | | |
PROPOSAL 1: ELECTION OF DIRECTORS
|
|
| | |
Annual Board, Committee and Director Self-Assessment Process
|
|
| | | | | |
19
|
|
|
PROPOSAL 1: ELECTION OF DIRECTORS
|
| | | |
| | |
Director Retirement, Refreshment and Succession Planning
|
|
|
Committee Rotation
|
|
|
In
|
|
Our Board of Directors believes that it is in the best interests of the Company and its stockholders to refresh Board membership when appropriate, but not to constrain the Board with a mandatory retirement age that does not take individual circumstances into consideration, including a director's unique qualifications, contributions, skills or relationships. Accordingly, a director who has turned 75, or who will tu75 prior to the next annual meeting of stockholders, will be expected to offer their resignation to the
|
20
|
| |
|
| | | |
|
Compensation Component
|
| |
Amount
|
| ||||||
|
Annual Retainer
|
| |
•
~66.7% (
•
~33.3% (
|
| ||||||
|
Additional Annual Retainers
|
| | | | | | | | | |
|
Independent Chair of the Board Annual Retainer
|
| | |
$
|
150,000
|
| | | | | | | | | | | | | |
| | | |
Audit
Committee |
| |
Compensation
Committee |
| |
Nominating and
Governance Committee |
| |||||||||
|
Committee Chair Annual Retainer
|
| |
|
| | | $ | 25,000 | | | | | $ | 20,000 | | | |||
|
Committee Member Annual Retainer
|
| |
|
| | | $ | 10,000 | | | | | $ | 10,000 | | |
|
|
| |
Fees Earned or
Paid in Cash ($) |
| |
Stock Awards(1)
($) |
| |
Total
($) |
| |||||||||
| | | | $ | 170,014 | | | | | $ | 270,014 | | | | | $ | 440,028 | | | |
| | | | $ | 100,000 | | | | | $ | 250,000 | | | | | $ | 350,000 | | | |
| | | | $ | 104,000 | | | | | $ | 206,000 | | | | | $ | 310,000 | | | |
| | | | $ | 116,000 | | | | | $ | 224,000 | | | | | $ | 340,000 | | | |
| | | | $ | 100,000 | | | | | $ | 245,000 | | | | | $ | 345,000 | | | |
| | | | $ | 100,000 | | | | | $ | 220,000 | | | | | $ | 320,000 | | |
| | | | | |
21
|
|
|
WHAT WE DO
|
| | |
WHAT WE DON'T DO
|
| ||||||
| | |
86% Independent Directors.Six of our seven directors standing for election have been determined by our Board to be "independent" as defined by the NYSE listing standards.
|
| | | | |
No Classified Board.Our directors are elected annually for one-year terms.
|
| ||
| | |
Independent Chair and Entirely Independent Committees.Our Chair of the Board is an independent director, which strengthens the role of our independent directors and encourages independent Board leadership. All of the members of our Audit, Compensation, and Nominating and Governance Committees are independent.
|
| | | | |
No Poison Pill or Stockholder Rights Plan.We do not have a "poison pill" or stockholder rights plan, and, in the event we determine to adopt such a plan, we will seek stockholder approval prior to, or in certain circumstances within twelve months following, such adoption by our Board of Directors.
|
| ||
| | |
Annual Board, Committee and Director Self-Assessments.The Board of Directors and each committee annually conduct a comprehensive self-assessment process and considers engaging an independent evaluator at least every three years (with such independent evaluator most recently engaged in connection with the 2022 annual self-evaluation process).
|
| | | | |
Opted Out of Maryland Anti-Takeover Statutes.We have elected not to be subject to the Maryland Unsolicited Takeover Act (MUTA), Maryland Business Combination Statute and the Maryland Control Share Acquisition Statute, and any change to such elections must be approved by our stockholders.
|
| ||
| | |
Majority Voting for Directors.Directors are elected in uncontested elections by the affirmative vote of a majority of the votes cast.
|
| | | | |
No Material Related Party Transactions or Relationships.We do not currently have any material related party transactions. In addition, no immediate family relationships exist among any of our directors or executive officers.
|
| ||
| | |
Systemic Risk Oversight by Board and Committees.Our Board has overall responsibility for risk oversight, while each of our Audit, Compensation and Nominating and Governance Committees monitor and address risks within the scope of their particular expertise or charter.
|
| | | | |
No Selective Disclosure of Information.We have a Corporate Disclosure Policy applicable to directors, officers and employees to ensure timely, transparent, consistent and accurate financial and other information is provided to the investing community on a non-selective basis.
|
| ||
| | |
Audit Committee Financial Experts.All of the members of our Audit Committee qualify as "audit committee financial experts" as defined by the
|
| | | | |
No Option Trading or
|
| ||
| | |
Robust Executive Officer and Director Stock Ownership Guidelines.Our amended stock ownership guidelines require each of our executive officers and directors to accumulate and hold a significant amount of shares and exclude unearned performance-based equity from qualification as ownership.
|
| | | | |
No Hedging or Pledging of Our Securities.Our anti-hedging policy prohibits our directors and officers from engaging in any hedging or monetization transactions involving our securities. In addition, none of our executive officers or directors are permitted to purchase our securities on margin or pledge our securities as collateral for margin or other loans.
|
| ||
| | |
Market-Standard Proxy Access.A stockholder, or a group of up to 20 stockholders, that continuously hold 3% or more of our shares for at least three years may nominate up to the greater of two directors and 20% of directors, and such nominees will appear on the same ballot as the nominees recommended by our Board of Directors, subject to applicable requirements set forth in our bylaws.
|
| | | | |
No Limits on Stockholder Ability to Amend Bylaws.Our stockholders are empowered to amend, alter or repeal any provision in our bylaws upon the affirmative vote of a majority of all the votes entitled to be cast.
|
|
|
22
|
| |
|
| | | |
| | | |
CORPORATE GOVERNANCE MATTERS
|
|
| | | | | |
23
|
|
|
CORPORATE GOVERNANCE MATTERS
|
| | | |
|
Corporate Governance Guidelines
|
|
|
Code of Business Conduct
|
|
|
Whistleblower Policy
|
|
|
Our Whistleblower Policy establishes procedures for the receipt, retention and treatment of complaints regarding improper or questionable accounting, internal accounting controls or auditing and other matters involving the Company with a secure, independent whistleblower hotline and website to ensure the confidential, anonymous submission of such complaints.Since implementation of the Whistleblower Policy, we have received no material complaints or submissions through our whistleblower reporting process.
|
|
|
Corporate Responsibility
|
|
|
Operational Responsibility
|
| |
Environmental Responsibility
|
| |
Social Responsibility
|
|
|
24
|
| |
|
| | | |
| | | |
CORPORATE GOVERNANCE MATTERS
|
|
|
Additional Policies
|
|
|
Involvement |
|
|
In 2024, VICI paid a total of approximately
|
|
|
Where to Find our Corporate Governance Documents and Policies
|
| |||
| | |
You are encouraged to visit our Corporate Governance website athttps://investors.viciproperties.com/corporate-governance/to view or obtain copies of our articles of incorporation and bylaws, committee charters, and certain corporate policies, including our Code of Business Conduct. You may also obtain, free of charge, a copy of each of these documents by directing your request in writing to Secretary,
In addition, you are encouraged to visit our Corporate Responsibility portal on our website at
https://viciproperties.com/corporate-responsibility/to view our Corporate Responsibility statements and policies described above. Additional information relating to the corporate governance of our Company is also set forth below and included in other sections of this Proxy Statement.
|
|
| | | | | |
25
|
|
|
CORPORATE GOVERNANCE MATTERS
|
| | | |
|
Audit Committee
Fully Independent
Meetings Held in 2024: 4
2024 Committee Member Attendance: 100%
|
| |
|
| |
Holland† |
| |
Craig
Macnab† |
| |
Michael D.
Rumbolz*† |
|
|
Key Responsibilities:
|
| ||||||||||||
|
•
Review the integrity of our financial statements and financial reporting processes, including our internal audit controls;
•
Monitor our compliance with legal and regulatory requirements, including applicable gaming regulations;
•
Oversee the performance of our internal audit function;
•
Evaluate the qualifications, independence and performance of our independent auditor;
•
Review our continued qualification as a REIT;
•
Oversee, in connection with the Board, our enterprise risk assessment and management programs;
•
Review and receive reports regarding our cybersecurity and information technology risk exposures; and
•
Maintain oversight of our independent auditor, including each annual audit and quarterly review.
|
| ||||||||||||
|
* In
†"Audit Committee Financial Expert" as determined by our Board of Directors in accordance with
|
|
|
Compensation Committee
Fully Independent
Meetings Held in 2024: 5
2024 Committee Member Attendance: 100%
|
| |
|
| |
Monica H.
Douglas |
| |
Michael D.
Rumbolz |
|
|
Key Responsibilities:
•
Review and approve the compensation and benefits of our executive officers, non-executive employees and directors;
•
Administer and make recommendations to our Board of Directors regarding approval of our incentive compensation and equity-based plans;
•
Produce an annual report on executive compensation and annual compensation committee report;
•
Periodically review our general employee compensation philosophy to ensure it is appropriate and does not incentivize unnecessary risk-taking;
•
Periodically review our human capital management programs, including those relating to employee compensation practices, employee benefits, and employee recruitment and retention;
•
Administer our incentive compensation clawback policy; and
•
Engage external or internal compensation consultants, legal, accounting or other advisors, with sole authority and appropriate funding to retain and oversee such consultants in the performance of its responsibilities.
|
|
|
26
|
| |
|
| | | |
| | | |
CORPORATE GOVERNANCE MATTERS
|
|
|
Nominating and Governance Committee
|
| |
Holland (Chair) |
| |
Diana F.
Cantor |
| |
Monica H.
Douglas* |
|
|
Fully Independent
Meetings Held in 2024: 4
2024 Committee Member Attendance: 100%
|
| |||||||||
|
Key Responsibilities:
•
Establish criteria for prospective members of our Board of Directors, conduct candidate searches and interviews, and formally propose the slate of directors to be elected at each annual meeting of our stockholders;
•
Develop and recommend to our Board of Directors for approval our Corporate Governance Guidelines, our Code of Business Conduct and our policies with respect to conflicts of interest;
•
Review periodically our corporate governance documents and make recommendations, as appropriate, to the Board of Directors of amendments and modifications;
•
Make recommendations to the Board of Directors as to the membership of committees of the Board of Directors, including a chair for each committee;
•
Oversee and evaluate our Board of Directors and management on an annual basis;
•
Evaluate from time to time the appropriate size and composition of our Board of Directors and committees and recommend, as appropriate, increases, decreases and changes in the composition of our Board of Directors and such committees;
•
Monitor our compliance with the corporate governance requirements of state and Federal law and the rules of the NYSE; and
•
Review and oversee our ESG policies, goals and initiatives, and make recommendations, as appropriate, to the Board of Directors based on such review.
|
| |||||||||
|
* In
|
|
| | | | | |
27
|
|
|
CORPORATE GOVERNANCE MATTERS
|
| | | |
|
THE BOARD OF DIRECTORS
|
| ||||||
|
The Board of Directors has overall responsibility for risk oversight,including, as part of regular
|
| ||||||
|
Board Responsibilities
|
| | | | | | |
|
•
Overall responsibility for risk oversight
•
Development of business strategy
|
| |
•
Leadership of management succession planning
•
Business conduct and regulatory compliance oversight
|
| |
•
Oversight of Enterprise Risk Management matters
•
Board committees report on specific risk oversight responsibilities
|
|
|
While the full Board of Directors has primary responsibility for risk oversight, its committees, as appropriate, monitor and address risks that may be within the scope of a particular committee's expertise or charter. Our Board of Directors uses the committees to assist in risk oversight as follows:
|
|
| | | | | | | | | | | | |||
|
AUDIT COMMITTEE
KEY RISK RESPONSIBILITIES |
| | | | |
COMPENSATION COMMITTEE
KEY RISK RESPONSIBILITIES |
| | | | |
NOMINATING AND
GOVERNANCE COMMITTEE KEY RISK RESPONSIBILITIES |
|
|
•
Integrity of our financial statements and financial reporting process, including the performance of our internal audit function;
•
Compliance with legal and regulatory requirements, including oversight of policies regarding REIT compliance;
•
Evaluation of the independence of our independent auditors;
•
Oversight, in connection with the Board of Directors, of our Enterprise Risk Management framework;
•
Policies and transactions related to certain swaps and other derivatives transactions; and
•
Cybersecurity and information technology risk exposures.
|
| | | | |
•
Compensation of executive officers, non-executive employees and directors;
•
Incentive compensation plans and equity-based plans;
•
Human capital management programs, including those relating to employee compensation practices, employee benefits, and employee recruitment and retention;
•
Engagement with stockholders and proxy advisory firms on executive compensation matters; and
•
Incentive compensation clawback policy.
|
| | | | |
•
General operations of the Board of Directors;
•
Succession planning;
•
Compliance with our Corporate Governance Guidelines and applicable laws and regulations, including applicable rules of the NYSE;
•
Corporate governance-related risk, including review of our corporate governance policies and systems; and
•
ESG policies, goals and initiatives.
|
|
|
MANAGEMENT
|
|
|
While the Board of Directors and its committees oversee risk management as part of an ongoing process, management is charged with identifying and managing risk (including through the implementation of appropriate risk management strategies). Management periodically reports to the Board of Directors and its committees, as appropriate, on the material risks to the Company, including any major strategic, operational, regulatory and external risks inherent in the Company's business and the policies and procedures with respect to such risks.
|
|
|
KEY STRATEGY AND RISK OVERSIGHT AREAS
|
| |||||||||
|
•
Business Strategy
|
| |
•
|
| |
•
Consumer / Industry Changes
|
| |
•
|
|
|
•
Capital Allocation
and Investments
|
| |
•
Tax Structuring and REIT Compliance
|
| |
•
Cybersecurity
•
Regulatory Compliance
|
| |
•
ESG / Sustainability
|
|
|
28
|
| |
|
| | | |
| | | |
CORPORATE GOVERNANCE MATTERS
|
|
|
Management Role
|
| | | | |
Management is responsible for our risk management policies and practices and monitors risks identified under the ERM framework and new and emerging risks throughout the year in the course of operating our business. As appropriate, management provides detailed briefings to the Board of Directors and appropriate committees with respect to assessments, procedures, and controls completed or implemented in response to new and emerging risks.
|
|
|
Annual Assessment
|
| | | | |
On an annual basis, management (with the input of the Board of Directors and external advisors) refreshes the Enterprise Risk Assessment ("ERA") to reevaluate the spectrum of potential risks under our ERM framework and incorporate new and emerging identified risks.
|
|
|
Quarterly Review
|
| | | | |
On a quarterly basis, management and key employees review the key risks identified in the Company's risk assessment, including with respect to key risk drivers, mitigants and trends impacting such risks, as well as emerging risks.
|
|
|
Reporting and Oversight
|
| | | | |
The results of the annual ERA are presented for review and further discussion among the executive leadership team, key employees, and members of the Audit Committee and the Board of Directors. Each quarter, the executive leadership team reports to the Audit Committee and the Board of Directors to review and discuss trends in the risk assessment.
|
|
|
Long-Term Strategy
|
| | | | |
The Board of Directors, executive leadership and members of the Management Committee evaluate and discuss key risks relating to the long-term strategy of the Company.
|
|
|
Legal and Regulatory Compliance
|
| | | | |
The Audit Committee oversees the Company's ongoing compliance with applicable gaming regulatory requirements and licensure, financial covenants and reporting, listing exchange rules, and other applicable obligations.
|
|
|
Corporate Governance
|
| | | | |
Management monitors certain corporate governance items on an ongoing basis, including developments with respect to key topic areas, and reports to the
|
|
|
Vendor / Supplier Engagement
|
| | | | |
Although our vendors and suppliers consist primarily of legal, financial, accounting and strategic advisors, we developed an expanded third-party risk management framework and implemented a leading technological platform that facilitates the appropriate due diligence, monitoring and management of vendors/suppliers.
|
|
|
Tenant /Borrower Performance Review
|
| | | | |
Executive leadership and key employees regularly review the financial reporting provided by tenants/borrowers in accordance with our lease and loan agreements and evaluate, among other things, property performance, tenant credit quality, and rent coverage.
|
|
|
Compensation
|
| | | | |
The Compensation Committee evaluates (with the assistance of its independent compensation consultant) risks relating to the Company's compensation of executive officers, employees, and directors.
|
|
|
Internal Audit
|
| | | | |
As a component of our overall control framework, we perform internal audit projects focusing on one or more top identified risks. Any findings or potential improvement opportunities are integrated into our ongoing risk management, with updates provided to the Audit Committee as appropriate.
|
|
|
Transactional Due Diligence
|
| | | | |
In addition to our financial underwriting, we perform due diligence across a broad spectrum of topic areas, including real estate, financial, market, governance and compliance (including anti-corruption/anti-bribery, anti-money laundering, and sanctions), environmental and climate-risk related considerations.
|
|
| | | | | |
29
|
|
|
CORPORATE GOVERNANCE MATTERS
|
| | | |
|
Gaming Regulatory
Oversight |
|
|
With assets located across 26 states and
we are currently subject to gaming and/or racing regulation by 16 jurisdictions (15 Canadian province) and required to be licensed or found suitable in 11 jurisdictions. |
|
|
Responsible Gaming
|
|
|
Each of our gaming tenants, as licensed operators of gaming assets, have implemented Responsible Gaming initiatives designed to ensure, among other things, that patrons responsibly enjoy casino games as a form of entertainment. These programs generally include elements such as consumer education, employee training, and the establishment of standards to address problem gambling, underage gambling, responsible marketing and advertising, improper use of alcohol and the prevention of unattended minors, as well as other initiatives, such as combating human trafficking in the gaming industry, based on policies and guidelines promulgated by the
|
|
|
Cybersecurity and Information Technology
|
| |||
|
Approach
|
| |||
|
Our cybersecurity and information technology ("IT") program uses a risk-based approach and includes a comprehensive set of policies and procedures and related controls which are reviewed and tested on a regular basis. These policies and procedures include:
|
| |||
|
•
Vulnerability scanning
|
| |
•
Third-party penetration testing
|
|
|
•
Periodic cybersecurity maturity assessments
|
| |
•
Risk-based third-party service provider oversight
|
|
|
•
Mandatory employee cybersecurity training
|
| |
•
Cybersecurity risk assessments
|
|
|
•
Regularly tested incident and disaster recovery response plans
|
| |
•
Integration into ERM framework
|
|
|
Governance and Reporting
|
| |||
|
Our cybersecurity and IT framework is characterized by key internal and external resources, including:
|
| |||
|
•
Highly qualified contracted Chief Information Security Officer
|
| |
•
Additional third-party managed service providers
|
|
|
•
Frequent reporting and interaction with our VP, Accounting & Administration
|
| |
•
Quarterly reporting to our IT Executive Committee
|
|
|
•
Semi-annual review and report to Audit Committee
|
| |
•
Prompt incident-based reporting to Audit Committee and Board of Directors
|
|
|
For additional information on our cybersecurity and IT policies and practices, see the section entitled "Item 1C - Cybersecurity" on pages 34 - 35 of our 2024 Annual Report.
|
|
|
30
|
| |
|
| | | |
| | | |
CORPORATE GOVERNANCE MATTERS
|
|
|
Key Stakeholder Groups
|
| ||||||||||||
|
Stockholders
|
| | |
Lenders and
Noteholders |
| | |
Partners: Tenants
and Borrowers |
| | |
Employees:Team VICI
|
|
|
Communities
|
| | |
Industry Regulators
|
| | |
Industry and Trade
Groups |
| | |
Vendors,
|
|
|
Ongoing Stockholder Engagement
|
| | |
Annual Cycle of Outreach and Engagement
|
|
|
We take pride in our robust stockholder engagement program. Our core engagement principle is to develop and maintain strong relationships with our stockholders to ensure that we understand and consider their focus issues and provide necessary information needed for their investment decisions and continued ownership.
|
| | |
In addition to our ongoing stockholder engagement, we proactively contact our top stockholders in advance of each Annual Meeting of Stockholders.
|
|
| We regularly communicate on matters relating to our business, strategy and performance, corporate governance, board composition and structure, executive compensation program and Corporate Responsibility and sustainability initiatives. | | | |||
|
2024 Stockholder Engagement Highlights
|
| | |||
|
•
350+individual investors met
|
| | |||
|
•
200+investment firms met
|
| | |||
|
•
18conferences attended
|
| | |||
|
•
18investor events and property tours hosted
|
| |
| | | | | |
31
|
|
|
CORPORATE GOVERNANCE MATTERS
|
| | | |
|
2024 Developments and Highlights
|
|
|
|
|
| | |
|
External Framework Alignment.We align our ESG disclosure with leading frameworks, including the SASB - Real Estate Standard and the
|
|
|
Environmental Management System.We have developed an Environmental Management System ("EMS") in reference to the ISO 14001 framework, which governs our approach to addressing the environmental performance of our operational portfolio and the leased properties outside of our operational control given our triple net-lease structure. The EMS outlines how we aim to identify, document, monitor, evaluate, provide resources for, and communicate our environmental initiatives by focusing on meeting our environmental responsibility commitments.
|
|
|
32
|
| |
|
| | | |
| | | |
CORPORATE GOVERNANCE MATTERS
|
|
|
Key Objectives and Approach
|
| |||
| | | Corporate Sustainability- Strive to improve the environmental performance of our headquarters and golf course operations, including improving energy efficiency, reducing water usage and waste generation, and increasing recycling and waste diversion | | |
|
Triple-Net Property Sustainability Support- Encourage our tenants' implementation of environmental sustainability and performance improvement measures to address the sustainability and long-term climate resilience of our portfolio
|
| |||
|
Participation and Reporting- Improve our ability to address investor and other stakeholder group expectations with respect to our corporate-level environmental sustainability initiatives, including through our tenant engagement efforts, data reporting, and third-party framework participation
|
|
|
Our Golf Courses. We own four externally managed championship golf courses at which
Our ongoing sustainability projects at our golf courses include a broad range of property and operational improvements intended to improve our overall efficiency by reducing water consumption, energy usage, and waste. A substantial portion of capital expenditures at our golf courses is targeted at sustainability-related improvements, representing approximately 20% and 53% of overall capital investment at the golf courses in 2023 and 2024, respectively, with 2024 investments including the replacement of a major irrigation pond liner at
|
| | |
|
Sustainability Areas
|
| |
Long-Term Initiatives and Recent Developments
|
| |||
|
Reducing Energy Consumption and GHG Emissions
|
| |
•
HVAC equipment upgrades
•
Smart thermostats
•
Operational improvements
|
| |
•
Smart / LED lighting conversion
•
Maintenance vehicle fuel monitoring and transition to higher-efficiency, battery-operated carts
|
|
|
Reducing Water Consumption
|
| |
•
Upgrading irrigation infrastructure
•
Eliminating or reducing water features
|
| |
•
Utilizing reclaimed water
•
Transitioning to low-flow fixtures
|
|
|
Reducing Waste
|
| |
•
Expanding consumer/business recycling
•
Reducing single-use plastic waste
|
| |
•
Recycling or retaining on-site materials
•
Eliminating Styrofoam
|
|
|
Improving Biodiversity and Reducing Impact
|
| |
•
Xeriscaping for natural landscaping
•
Transitioning to low water grasses
|
| |
•
Implementing biodiversity initiatives
•
Growing landscaping and consumables on-site
|
|
|
Demonstrating a Commitment to Environmental Sustainability
Two of our golf courses are certified members of the
|
| | |
| | | | | |
33
|
|
|
CORPORATE GOVERNANCE MATTERS
|
| | | |
|
Metric
|
| |
Unit of
Measurement |
| |
2022
|
| |
2023
|
| |
2024
|
| |||||||||
| Water Usage(1) | | |
Mgal
|
| | | | 471.9 | | | | | | 417.7 | | | | | | 425.5 | | |
| Electricity Usage(2) | | |
MWh
|
| | | | 5,105.6 | | | | | | 5,731.7 | | | | | | 5.100.9 | | |
| Fuel Usage(3) | | |
MWh
|
| | | | 2,825.0 | | | | | | 2,325.5 | | | | | | 2,110.9 | | |
| Total Energy Usage(4) | | |
MTCO2e
|
| | | | 7,930.6 | | | | | | 8,057.2 | | | | | | 7,221.8 | | |
| Scope 1 Emissions(5) | | |
MTCO2e
|
| | | | 616.0 | | | | | | 523.9 | | | | | | 477.9 | | |
| Scope 2 Emissions(6) | | |
MTCO2e
|
| | | | 1,960.7 | | | | | | 2,104 | | | | | | 1,888 | | |
| Combined Scope 1 & 2 Emissions(7) | | |
MTCO2e
|
| | | | 2,576.7 | | | | | | 2,628 | | | | | | 2,366 | | |
|
Our Triple-Net Lease Portfolio. Our long-term triple-net leases generally provide that our tenants retain exclusive operational control of the properties and are solely responsible for management and operation of the property and all related expenses. As a real estate owner and triple-net lessor, our tenants at our leased properties independently operate their businesses and serve as long-term stewards of our real estate assets. Under the particular provisions of each of our triple-net leases, our tenants are generally responsible for, among other things:
•
Operating Expenses.All operating expenses with respect to the leased properties, including obtaining and paying for utility services, capital expenditures and capital improvements.
•
Insurance.Obtaining and maintaining insurance coverage with respect to the leased properties, including climate-related risk exposure. In the event of a casualty or condemnation, our tenants are generally responsible for addressing any covered losses, as well as restoring the property to its previous condition.
•
Compliance.Maintaining compliance with applicable laws, rules, and regulations, including gaming regulatory compliance as operators of gaming and/or racing-entitled assets (with respect to our gaming tenants), environmental laws, regulations and ordinances, and other applicable requirements.
|
| | |
|
34
|
| |
|
| | | |
| | | |
CORPORATE GOVERNANCE MATTERS
|
|
|
Green
|
| |||||||||
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| | | |
| | | | | |
35
|
|
|
CORPORATE GOVERNANCE MATTERS
|
| | | |
|
Key Objectives and Approach
|
| |||
| | |
Company Culture - Nurture our company culture and focus on the health, safety, wellbeing, and professional development of our employees through recruiting and retention, employee engagement, and strong support and benefits
Community and
Ethical and Responsive Engagement - Enhance our commitments to key social responsibility issues such as philanthropy, human rights and other global challenges by implementing and expanding policies and procedures, training, and external engagement
|
|
| | |
For 2024-2025, we were certified as a
|
|
|
36
|
| |
|
| | | |
| | | |
CORPORATE GOVERNANCE MATTERS
|
|
|
Organizational
Culture |
| |
•
Commitment to creating and maintaining an environment based on trust, cooperation and collaboration in which all employees have the opportunity to participate and contribute to the success of the business and are valued for their skills, experience, and unique perspectives
•
Empowering our employees to take a leadership role with respect to our organizational culture and provide recommendations regarding our employee engagement initiatives
•
Our
|
| |
Areas of Focus
Communication and
Feedback Personal and
Professional Development Talent
Management |
|
|
Employee
Engagement |
| |
•
Conduct annual employee satisfaction surveys through the
•
Facilitate employee engagement through a broad range of organizational programming, as well as our
A program in which each employee is paired with a Management Committee member outside of their department to provide the benefit of institutional knowledge and insight toward an employee's integration into their role and our broader organizational culture, while building relationships and connections across departments and seniority levels.
|
| |
100%
of Employees Rated VICI a 2024-2025
|
|
|
Training and
|
| |
•
Implement a broad variety of trainings on topics such as business ethics, code of conduct, anti-corruption, communication and feedback, anti-harassment and other matters outlined in our corporate policies
•
Facilitate opportunities for professional development, including through (1) our VICI U program, (2) "lunch-and-learn" sessions, and (3) our professional development stipend to support self-selected opportunities
•
Provide additional professional and leadership training, including an organization-wide DiSC®personality assessment in 2024, communication and feedback exercises, and public speaking and presentation skill development
|
| |
421
Total Annual
Training Hours 15.6
Average
Annual Training Hours Per Employee 12
VICI U and Lunch-
and-Learn Sessions |
| |||
|
VICI U
A comprehensive curriculum providing
training on concepts and topics that are core to our business |
| |
Lunch-and-Learns
Topic-specific, company-wide events
hosted by external subject matter experts |
|
| | | | | |
37
|
|
|
CORPORATE GOVERNANCE MATTERS
|
| | | |
|
Compensation
and Benefits |
| |
•
Offer a comprehensive employee benefits package, including a 401(k) plan, medical, dental and vision insurance, disability insurance, life insurance, paid parental leave, a parenthood pursuit program, and access to an employee assistance program
•
Seek to provide additional unique benefits, such as our Groundswell charitable engagement benefit (described below) and our Portfolio Experience benefit
|
| |
100%
STIP Participation
96%
LTIP Participation
60%
Portfolio
Experience Benefit Utilization |
| |||
|
Portfolio Experience Benefit
An annual employee reimbursement towards any VICI-owned property for employees to experience the hospitality and entertainment offered by our partners
|
| |
Additional Support
Additional support offered to employees, including daily lunch, technology, cellular service coverage, and professional certifications
|
|
|
Health, Safety
and Wellness |
| |
•
Seek to maintain a safe, welcoming and inclusive office environment, while offering a flexible remote-working policy with programs and support to increase virtual engagement and a flexible paid-time off policy with a two-week minimum, as well as unique opportunities such as the August Work-From-Anywhere Initiative
•
Provide a broad array of mental health and wellness-related benefits through our employee assistance program, which provides, among other things, counseling, mental health and wellness and other support services
Family Formation Support
Our parental leave policy includes 16 weeks of potential leave with ramp-up/ramp-down periods, and our parenthood pursuit benefit includes a significant lifetime reimbursement for fertility, parenting, and childcare-related expenses.
|
| |
77
Employee Net
Promoter Score (eNPS) Zero
Accidents or Injuries
|
|
|
Community Involvement
|
| |
•
Endeavor to host opportunities each year to volunteer in-person as a team to contribute to causes and provide opportunities for team building and engagement
•
Offer employees the opportunity to multiply the impact of their charitable activity through our Charitable Contribution Matching Program, with a significant individual dollar-for-dollar matching cap per individual, recognition of in-person volunteer efforts through supporting donations, and access to Groundswell Personal Giving Accounts
Groundswell Giving Platform
Through the Groundswell Giving platform, each employee has access to a Personal Giving Account through which they are able to research charities, make contributions, track their giving activity, and seamlessly facilitate matching contributions pursuant to our program. We offer new employees an initial gift and from time to time provide our employees with funding to encourage and empower them to continue supporting the causes and organizations that matter most to them.
|
| |
60
Employee-Supported Organizations
93%
Groundswell Platform Participation
Average Employee Charitable Contributions
|
|
|
38
|
| |
|
| | | |
| | | |
CORPORATE GOVERNANCE MATTERS
|
|
|
|
|
|
Our
|
|
|
WHO WE SUPPORT
|
| ||||||
|
Community Relief
|
| |
Environmental Sustainability
|
| |
|
|
|
We seek ways to help our communities directly by supporting organizations that help those most in need and provide support in fundamental areas such as addressing homelessness, food security, job preparation, and disaster preparedness and relief.
|
| |
We stand firm on the principles of environmental sustainability and are dedicated to safeguarding the planet for future generations. We support programs that promote eco-consciousness, resource conservation, the exploration of renewable energy sources, and addressing climate change.
|
| |
We support youth education, development, and recreation to help cultivate a future generation of well-rounded individuals. The educational programs and accessible sports initiatives we support empower young minds and bodies, fostering a sense of teamwork, discipline, personal growth, and the pursuit of knowledge.
|
|
| |
|
HOW WE SUPPORT
|
| ||||||
|
Corporate
Giving |
| | | | |
We make direct contributions from time to time to organizations or causes identified by our
|
|
|
Contribution
Drives |
| | | | |
We annually identify organizations for our organization and employees to support through year-end contribution drives, including food drives, clothing, backpacks and school supplies, and toys.
|
|
|
Encouraging
Volunteerism |
| | | | |
We seek opportunities to engage in person with charitable organizations in the
|
|
|
Community
Impact Opportunities |
| | | | |
We recognize the significance of our tenants' operating presence in the communities surrounding our assets and the importance of supporting these communities. As opportunities arise, we seek to positively impact these communities in unique ways.
|
|
|
OUR CHARITABLE IMPACT IN 2024
|
| ||||||||
|
14
Corporate-Supported Organizations
|
| | |
60
Employee-Supported Organizations
|
| | |
2
Company-Wide Volunteer Events
|
|
|
16
Corporate Grants
|
| | |
Total Employee + Matched Contributions
|
| | |
37
Hours Volunteered
|
|
| | | | | |
39
|
|
|
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF DELOITTE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING |
|
|
40
|
| |
|
| | | |
|
Type of Fees
|
| |
2024
|
| |
2023
|
| ||||||
| Audit Fees(1) | | | | $ | 1,786,500 | | | | | $ | 1,529,000 | | |
| Audit-Related Fees(2) | | | | $ | - | | | | | $ | 960,255 | | |
| Tax Fees(3) | | | | $ | 20,100 | | | | | $ | 15,251 | | |
| All Other Fees | | | | $ | - | | | | | $ | - | | |
| Total | | | | $ | 1,806,600 | | | | | $ | 2,504,506 | | |
| | | | | |
41
|
|
|
42
|
| |
|
| | | |
RELATED TRANSACTIONS
| | | | | |
43
|
|
OWNERS AND MANAGEMENT
|
5% Stockholders, Officers and Directors
|
| |
Number of Shares
Beneficially Owned |
| |
Percentage of
Common Stock |
| ||||||
| Beneficial Owners of 5% or More of Our Common Stock: | | | | | | | | | | | | | |
| | | | | 146,919,295 | | | | | | 13.9% | | | |
| | | | | 104,544,466 | | | | | | 9.9% | | | |
| | | | | 63,424,190 | | | | | | 6.0% | | | |
| | | | | 54,604,645 | | | | | | 5.2% | | | |
| | | | | 53,527,153 | | | | | | 5.1% | | | |
| Directors and Executive Officers: | | | | | | | | | | | | | |
| | | | | 1,263,683 | | | | | | * | | | |
| | | | | 450,045 | | | | | | * | | | |
| | | | | 390,635 | | | | | | * | | | |
| | | | | 345,934 | | | | | | * | | | |
| | | | | 163,358 | | | | | | * | | | |
| | | | | 50,234 | | | | | | * | | | |
| | | | | 33,191 | | | | | | * | | | |
| | | | | 51,218 | | | | | | * | | | |
| | | | | 66,058 | | | | | | * | | | |
| | | | | 82,332 | | | | | | * | | | |
|
Directors and Executive Officers as a Group (10 persons)
|
| | | | 2,896,688 | | | | | | * | | |
|
44
|
| |
|
| | | |
| | | |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
|
| | | | | |
45
|
|
|
COMPENSATION COMMITTEE REPORT
|
|
|
46
|
| |
|
| | | |
|
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE
ADVISORY APPROVAL OF THE NAMED EXECUTIVE OFFICER COMPENSATION. |
|
| | | | | |
47
|
|
|
2024 Named Executive Officers
|
| |||||||||
|
Chief Executive Officer and Director
Age: 69
|
| |
President and Chief Operating Officer
Age: 56
|
| |
Executive Vice President, Chief Financial Officer and Treasurer
Age: 54
|
| |
Executive Vice President,
General Counsel and Secretary Age: 48
|
|
|
48
|
| |
|
| | | |
| | | | | |
49
|
|
|
EXECUTIVE COMPENSATION
|
| | | |
| |
48.9%5-Year Total
Stockholder Return |
| |
13.6%3-Year Total
Stockholder Return |
| |
(3.1)%1-Year Total
Stockholder Return |
| |
| |
Challenging macroeconomic environment driving one-year TSR underperformance.
Significant outperformance in five-year TSR, leading all comparison groups by significant margins. |
| | ||||||
| | | | |||||||
| |
* Refer to page 53 of this Proxy Statement for companies comprising the
† Triple
‡ S&P 500 REITs include:
For comparative purposes, overall S&P 500 index total stockholder retufor the one-, three- and five-year periods ended December 31, 2024 were 25.0%, 29.2%, and 96.8% respectively.
|
| |
|
50
|
| |
|
| | | |
| | | |
EXECUTIVE COMPENSATION
|
|
|
Pay-for-Performance Compensation Structure
|
| |||
|
Our compensation structure embodies our commitment to align executive pay and performance by linking a meaningful portion of total compensation to the achievement of pre-determined quantitative performance goals through our STIP, as well as rigorous absolute and relative stockholder retugoals through our LTIP. In 2024, 90.7% of our Chief Executive Officer's total target compensation, and 79.1% (on average) of our other named executive officers' total target compensation was performance-based and/or at risk/not guaranteed and 9.3% and 20.9% respectively, was fixed. To build alignment with our stockholders, long-term incentive awards granted under the LTIP are predominantly "at-risk" performance-based equity awards, the vesting and ultimate value of which depends entirely on the Company's future absolute and relative total stockholder return. The following graphics illustrate the mix between fixed pay (base salary) and performance-based and/or at-risk pay incentives (short-term incentive in the form of cash and long-term incentive in the form of time-based restricted stock and PSUs) for our Chief Executive Officer and the average of our other named executive officers, in each case based on 2024 target levels of compensation. Actual 2024 compensation varies based on performance outcomes.
|
| |||
| |
| | | | | |
51
|
|
|
EXECUTIVE COMPENSATION
|
| | | |
|
WHAT WE DO
|
| | |
WHAT WE DON'T DO
|
| ||||||
| | |
Align the interests of our executives and stockholders through the use of performance-based short-term cash incentive compensation and service and performance-based long-term equity incentive compensation.
|
| | | | |
No excise tax gross ups upon a change in control.
|
| ||
| | |
Double-Trigger Change in Control Payments - a "change in control" by itself is not sufficient to trigger payments, it must also be accompanied by a qualifying termination.
|
| | | | |
No pledging, hedging or short sale activities by our executives and directors.
|
| ||
| | |
Clawback Policy - an accounting restatement will trigger the mandatory clawback of any erroneously awarded or vested compensation, i.e., incentive compensation that exceeds the amount of such compensation due after taking into account the accounting restatement.
|
| | | | |
We do not maintain any defined benefit or supplemental retirement plans.
|
| ||
| | |
LTIP Award Governor - Payouts under our Relative TSR PSUs are capped at "target" in the event that our Absolute TSR performance is negative in a given period.
|
| | | | |
No perquisites or other personal benefits to executive officers that are not available to all employees.
|
| ||
| | |
Maintain robust director and executive officer stock ownership guidelines, with only earned performance-based equity included in determining if the ownership threshold is satisfied.
|
| | | | |
We do not pay dividends on equity awards until, and only to the extent, those awards vest.
|
| ||
| | |
Engage an independent compensation consultant to review and provide recommendations regarding our executive compensation program.
|
| | | | |
We do not allow for repricing or buyouts of underwater options or stock appreciation rights without stockholder approval.
|
| ||
| | |
Require a one-year minimum vesting period on all equity grants (not limited to grants to our named executive officers), subject to a 5% carve-out for certain equity grants.
|
| | | | |
No plan design features that encourage excessive or imprudent risk taking.
|
|
|
Individual Factors
|
|
|
•
Position and Associated Responsibilities
|
|
|
•
Recruitment / Retention
|
|
|
•
Individual History
|
|
|
•
Industry Considerations
|
|
|
•
Peer Comparisons
|
|
|
•
Compensation Philosophy
|
|
|
52
|
| |
|
| | | |
| | | |
EXECUTIVE COMPENSATION
|
|
|
Peer Group Factors
|
|
|
•
Total Revenues
|
|
|
•
Total Assets
|
|
|
•
Market Capitalization
|
|
|
•
Total Capitalization
|
|
|
•
Adjusted EBITDA
|
|
|
•
Industry / Sector
|
|
|
2024
|
| ||||||
|
|
| |
|
| |
|
|
|
|
| |
|
| |
|
|
|
|
| |
|
| |
|
|
|
|
| |
|
| |
|
|
|
|
| |
|
| |
|
|
|
|
| |
|
| |
|
|
| * Denotes triple-net lease REIT | | | † Denotes experiential operator | |
| | | | | |
53
|
|
|
EXECUTIVE COMPENSATION
|
| | | |
|
2025 PEER GROUP CHANGES
|
| |||
|
+
|
| |
|
|
|
+
|
| |
|
|
|
-
|
| |
|
|
|
-
|
| |
|
|
|
Named Executive Officer
|
| |
2023
Base Salary |
| |
2024
Base Salary |
| |
Percent Increase
from 2023 |
| |||||||||
| | | | $ | 1,000,000 | | | | | $ | 1,000,000 | | | | | | - | | | |
| | | | $ | 1,200,000 | | | | | $ | 1,200,000 | | | | | | - | | | |
| | | | $ | 625,000 | | | | | $ | 625,000 | | | | | | - | | | |
| | | | $ | 585,000 | | | | | $ | 585,000 | | | | | | - | | |
|
54
|
| |
|
| | | |
| | | |
EXECUTIVE COMPENSATION
|
|
|
Objective, Quantitative Corporate Performance Metric - Weighted 100%
2024 AFFO Per Share |
|
| | | |
2024 STIP Opportunity (as % of Base Salary)
|
| |
2024 Actual
STIP Award |
| |
2024 Actual
Percentage of Target Award Payout |
| |||||||||||||||||||||
|
Named Executive Officer
|
| |
Threshold
|
| |
Target
|
| |
Superior
|
| |||||||||||||||||||||
| | | | | 112.5% | | | | | | 225% | | | | | | 450% | | | | | $ | 4,500,000 | | | | |
|
200%
|
| | |
| | | | | 52.5% | | | | | | 105% | | | | | | 210% | | | | | $ | 2,520,000 | | | | |
|
200%
|
| | |
| | | | | 72.5% | | | | | | 145% | | | | | | 290% | | | | | $ | 1,812,500 | | | | |
|
200%
|
| | |
| | | | | 65% | | | | | | 130% | | | | | | 260% | | | | | $ | 1,521,000 | | | | |
|
200%
|
| |
| | | | | |
55
|
|
|
EXECUTIVE COMPENSATION
|
| | | |
|
56
|
| |
|
| | | |
| | | |
EXECUTIVE COMPENSATION
|
|
| | | | | | | | | |
Time-Based
Award Portion(1) |
| |
Performance-Based Award Portion(2)
|
| ||||||||||||||||||
|
Participant
|
| |
2024 LTIP Award
Target |
| |
Threshold
(50%) |
| |
Target
(100%) |
| |
Superior
(200%) |
| ||||||||||||||||||
| | | | $ | 7,750,000 | | | | | $ | 3,100,000 | | | | | $ | 2,325,000 | | | | | $ | 4,650,000 | | | | | $ | 9,300,000 | | | |
| | | | $ | 2,040,000 | | | | | $ | 816,000 | | | | | $ | 612,000 | | | | | $ | 1,224,000 | | | | | $ | 2,448,000 | | | |
| | | | $ | 2,343,750 | | | | | $ | 937,500 | | | | | $ | 703,125 | | | | | $ | 1,406,250 | | | | | $ | 2,812,500 | | | |
| | | | $ | 1,608,750 | | | | | $ | 643,500 | | | | | $ | 482,625 | | | | | $ | 965,250 | | | | | $ | 1,930,500 | | |
| | | | | |
57
|
|
|
EXECUTIVE COMPENSATION
|
| | | |
|
58
|
| |
|
| | | |
| | | |
EXECUTIVE COMPENSATION
|
|
|
RESULTS FROM 2024 SAY-ON-FREQUENCY VOTE
|
| |||
| | |
In connection with our 2024 annual meeting of stockholders, we provided our stockholders with an opportunity to indicate their support for the frequency with which we provide Say-on-Pay votes (i.e., a "Say-on-Frequency" vote). In accordance with our existing practice and the Board's recommendation with respect to such proposal, over 97% of votes cast on our Say-on-Frequency proposal voted in favor of a frequency of "one-year", whereupon the Board adopted "one year" as the frequency with which we solicit "Say-on-Pay" stockholder approval. Accordingly, we will continue to offer our stockholders the opportunity to indicate whether they support our compensation practices for our named executive officers every year until the next non-binding vote, on an advisory basis, on the frequency of holding stockholder advisory votes on executive officer compensation.
|
|
| | | | | |
59
|
|
|
EXECUTIVE COMPENSATION
|
| | | |
|
60
|
| |
|
| | | |
| | | |
EXECUTIVE COMPENSATION
|
|
|
Position
|
| |
Applicable Guideline
|
| |
Actual Ownership(1)
|
| |
As of December 31, 2024, all of
our executive officers and non-employee directors exceeded their stock ownership requirements. |
|
|
Chief Executive Officer
|
| |
6x base salary
|
| |
33x
|
| | ||
|
Other Executive Officers
|
| |
3x base salary
|
| |
9x - 16x
|
| | ||
|
Non-Employee Directors
|
| |
5x annual base cash retainer
|
| |
9x - 48x
|
| |
| | | | | |
61
|
|
|
EXECUTIVE COMPENSATION
|
| | | |
|
|
| |
Year
|
| |
Salary ($)
|
| |
Bonus ($)
|
| |
Stock
Awards ($)(1) |
| |
Non-Equity
Incentive Plan Compensation ($)(2) |
| |
All Other
Compensation ($)(3) |
| |
Total
($) |
| |||||||||||||||||||||
|
Chief Executive Officer |
| | | | 2024 | | | | | | 1,000,000 | | | | | | - | | | | | | 7,272,427 | | | | | | 4,500,000 | | | | | | 28,318 | | | | | | 12,800,745 | | |
| | | 2023 | | | | | | 1,000,000 | | | | | | - | | | | | | 6,250,000 | | | | | | 4,000,000 | | | | | | 27,678 | | | | | | 11,277,678 | | | |||
| | | 2022 | | | | | | 1,000,000 | | | | | | - | | | | | | 6,500,000 | | | | | | 4,000,000 | | | | | | 13,494 | | | | | | 11,513,494 | | | |||
|
President and Chief Operating Officer |
| | | | 2024 | | | | | | 1,200,000 | | | | | | - | | | | | | 1,914,311 | | | | | | 2,520,000 | | | | | | 18,715 | | | | | | 5,653,026 | | |
| | | 2023 | | | | | | 1,200,000 | | | | | | - | | | | | | 1,920,000 | | | | | | 2,280,000 | | | | | | 18,102 | | | | | | 5,418,102 | | | |||
| | | 2022 | | | | | | 1,200,000 | | | | | | - | | | | | | 2,680,000 | | | | | | 2,040,000 | | | | | | 13,494 | | | | | | 5,933,494 | | | |||
|
Executive Vice President, Chief Financial Officer and Treasurer |
| | | | 2024 | | | | | | 625,000 | | | | | | - | | | | | | 2,199,325 | | | | | | 1,812,500 | | | | | | 16,429 | | | | | | 4,653,254 | | |
| | | 2023 | | | | | | 625,000 | | | | | | - | | | | | | 2,125,000 | | | | | | 1,687,500 | | | | | | 15,822 | | | | | | 4,453,322 | | | |||
| | | 2022 | | | | | | 575,000 | | | | | | - | | | | | | 2,782,500 | | | | | | 1,437,500 | | | | | | 13,494 | | | | | | 4,808,494 | | | |||
|
Executive Vice President, General Counsel and Secretary |
| | | | 2024 | | | | | | 585,000 | | | | | | - | | | | | | 1,509,634 | | | | | | 1,521,000 | | | | | | 15,515 | | | | | | 3,631,149 | | |
| | | 2023 | | | | | | 585,000 | | | | | | - | | | | | | 1,462,500 | | | | | | 1,404,000 | | | | | | 14,910 | | | | | | 3,466,410 | | | |||
| | | 2022 | | | | | | 525,000 | | | | | | - | | | | | | 2,260,000 | | | | | | 1,050,000 | | | | | | 13,494 | | | | | | 3,848,494 | | |
|
|
| |
Year
|
| |
2024
LTIP Award (Time-Based) |
| |
2024
LTIP Award (Performance-Based)(a) |
| |||||||||
|
|
| | | | 2024 | | | | | $ | 3,100,000 | | | | | $ | 4,172,427 | | |
|
|
| | | | 2024 | | | | | $ | 816,000 | | | | | $ | 1,098,311 | | |
|
|
| | | | 2024 | | | | | $ | 937,500 | | | | | $ | 1,261,825 | | |
|
|
| | | | 2024 | | | | | $ | 643,500 | | | | | $ | 866,134 | | |
|
62
|
| |
VICI PROPERTIES INC. - 2025 PROXY STATEMENT
|
| | | |
| | | |
EXECUTIVE COMPENSATION
|
|
| | | | | | | | | |
Estimated Future Payouts
Under Non-Equity Incentive Plan Awards(1) |
| |
Estimated Future Payouts
Under Equity Incentive Plan Awards(2) |
| |
All
Other Stock Awards: Number or Shares of Stock or Units(3) (#) |
| |
Grant
Date Fair Value of Stock and Option Awards(4) ($) |
| ||||||||||||||||||||||||||||||||||||
|
|
| |
Grant
Date |
| |
Threshold
($) |
| |
Target
($) |
| |
Superior
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Superior
(#) |
| |||||||||||||||||||||||||||||||||
|
STIP Award
LTIP - Time-Based Award
LTIP - PSUs
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | 1,125,000 | | | | | | 2,250,000 | | | | | | 4,500,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 2/22/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 105,046 | | | | | | 3,100,000 | | | |||
| | | 2/22/2024 | | | | | | | | | | | | | | | | | | | | | | | | 78,785 | | | | | | 157,569 | | | | | | 315,138 | | | | | | | | | | | | 4,172,427 | | | |||
|
STIP Award
LTIP - Time-Based Award
LTIP - PSUs
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | 630,000 | | | | | | 1,260,000 | | | | | | 2,520,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 2/22/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 27,651 | | | | | | 816,000 | | | |||
| | | 2/22/2024 | | | | | | | | | | | | | | | | | | | | | | | | 20,739 | | | | | | 41,477 | | | | | | 82,954 | | | | | | | | | | | | 1,098,311 | | | |||
|
STIP Award
LTIP - Time-Based Award
LTIP - PSUs
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | 453,125 | | | | | | 906,250 | | | | | | 1,812,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 2/22/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 31,768 | | | | | | 937,500 | | | |||
| | | 2/22/2024 | | | | | | | | | | | | | | | | | | | | | | | | 23,826 | | | | | | 47,652 | | | | | | 95,304 | | | | | | | | | | | | 1,261,825 | | | |||
|
STIP Award
LTIP - Time-Based Award
LTIP - PSUs
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | 380,250 | | | | | | 760,500 | | | | | | 1,521,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 2/22/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 21,806 | | | | | | 643,500 | | | |||
| | | 2/22/2024 | | | | | | | | | | | | | | | | | | | | | | | | 16,355 | | | | | | 32,709 | | | | | | 65,418 | | | | | | | | | | | | 866,134 | | |
| | | | | |
63
|
|
|
EXECUTIVE COMPENSATION
|
| | | |
|
|
| |
Grant
Date |
| |
Number of Shares
or Units of Stock That Have Not Vested (#) |
| |
Market Value of
Shares or Units of Stock That Have Not Vested(1)(#) |
| |
Equity Incentive Plan
Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(2)(#) |
| |
Equity Incentive Plan
Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3)($) |
| |||||||||||||||
|
|
| | | | 2/16/2022 | | | | | | 30,522(4) | | | | | | 891,548 | | | | | | | | | | | | | | |
| | | 2/22/2023 | | | | | | 48,638(5) | | | | | | 1,420,716 | | | | | | | | | | | | | | | |||
| | | 2/22/2023 | | | | | | | | | | | | | | | | | | -(6) | | | | | | - | | | |||
| | | 2/22/2024 | | | | | | 105,046(7) | | | | | | 3,068,394 | | | | | | | | | | | | | | | |||
| | | 2/22/2024 | | | | | | | | | | | | | | | | | | -(8) | | | | | | - | | | |||
|
|
| | | | 2/16/2022 | | | | | | 12,585(4) | | | | | | 367,608 | | | | | | | | | | | | | | |
| | | 2/22/2023 | | | | | | 14,942(5) | | | | | | 436,456 | | | | | | | | | | | | | | | |||
| | | 2/22/2023 | | | | | | | | | | | | | | | | | | -(6) | | | | | | - | | | |||
| | | 2/22/2024 | | | | | | 27,651(7) | | | | | | 807,686 | | | | | | | | | | | | | | | |||
| | | 2/22/2024 | | | | | | | | | | | | | | | | | | -(8) | | | | | | - | | | |||
|
|
| | | | 2/16/2022 | | | | | | 13,066(4) | | | | | | 381,658 | | | | | | | | | | | | | | |
| | | 2/22/2023 | | | | | | 16,538(5) | | | | | | 483,075 | | | | | | | | | | | | | | | |||
| | | 2/22/2023 | | | | | | | | | | | | | | | | | | -(6) | | | | | | - | | | |||
| | | 2/22/2024 | | | | | | 31,768(7) | | | | | | 927,943 | | | | | | | | | | | | | | | |||
| | | 2/22/2024 | | | | | | | | | | | | | | | | | | -(8) | | | | | | - | | | |||
|
|
| | | | 2/16/2022 | | | | | | 10,613(4) | | | | | | 310,006 | | | | | | | | | | | | | | |
| | | 2/22/2023 | | | | | | 11,382(5) | | | | | | 332,468 | | | | | | | | | | | | | | | |||
| | | 2/22/2023 | | | | | | | | | | | | | | | | | | -(6) | | | | | | - | | | |||
| | | 2/22/2024 | | | | | | 21,806(7) | | | | | | 636,953 | | | | | | | | | | | | | | | |||
| | | 2/22/2024 | | | | | | | | | | | | | | | | | | -(8) | | | | | | - | | |
|
64
|
| |
|
| | | |
| | | |
EXECUTIVE COMPENSATION
|
|
| | | |
Stock Awards
|
| |||||||||
|
|
| |
Number of Shares
Acquired on Vesting (#)(1) |
| |
Value Realized on
Vesting ($)(2) |
| ||||||
|
|
| | | | 209,335 | | | | | | 6,140,583 | | |
|
|
| | | | 83,211 | | | | | | 2,439,951 | | |
|
|
| | | | 86,627 | | | | | | 2,540,232 | | |
|
|
| | | | 68,399 | | | | | | 2,005,180 | | |
| | | | | |
65
|
|
|
EXECUTIVE COMPENSATION
|
| | | |
|
66
|
| |
|
| | | |
| | | |
EXECUTIVE COMPENSATION
|
|
|
|
| |
Benefit
|
| |
Non-renewal
by Us ($) |
| |
Termination
without Cause or for Good Reason (no Change in Control) ($) |
| |
Termination
without Cause or for Good Reason in connection with a Change in Control ($) |
| |
Death or
Disability ($) |
| |
Qualified
Retirement ($) |
| |||||||||||||||
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cash Severance | | | | | - | | | | | | 4,915,000 | | | | | | 6,540,000 | | | | | | - | | | | | | - | | | |||
| Pro-rated Bonus | | | | | - | | | | | | 4,500,000 | | | | | | 4,500,000 | | | | | | 4,500,000 | | | | | | - | | | |||
| Accelerated Vesting of Restricted Stock(1) |
| | | | 5,380,657 | | | | | | 5,380,657 | | | | | | 5,380,657 | | | | | | 5,380,657 | | | | | | 3,068,394 | | | |||
| Accelerated Vesting of PSUs(2) | | | | | - | | | | | | - | | | | | | 7,529,841 | | | | | | - | | | | | | - | | | |||
| Total | | | | | 5,380,657 | | | | | | 14,795,657 | | | | | | 23,950,499 | | | | | | 9,880,657 | | | | | | 3,068,394 | | | |||
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cash Severance | | | | | - | | | | | | 3,102,500 | | | | | | 4,345,000 | | | | | | - | | | | | | - | | | |||
| Pro-rated Bonus | | | | | - | | | | | | 2,520,000 | | | | | | 2,520,000 | | | | | | 2,520,000 | | | | | | - | | | |||
| Accelerated Vesting of Restricted Stock(1) |
| | | | 1,611,749 | | | | | | 1,611,749 | | | | | | 1,611,749 | | | | | | 1,611,749 | | | | | | - | | | |||
| Accelerated Vesting of PSUs(2) | | | | | - | | | | | | - | | | | | | 2,110,802 | | | | | | - | | | | | | - | | | |||
|
Total
|
| | |
|
1,611,749
|
| | | |
|
7,234,249
|
| | | |
|
10,587,552
|
| | | |
|
4,131,749
|
| | | | | - | | | |||
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cash Severance | | | | | - | | | | | | 1,558,750 | | | | | | 2,336,875 | | | | | | - | | | | | | - | | | |||
| Pro-rated Bonus | | | | | - | | | | | | 1,812,500 | | | | | | 1,812,500 | | | | | | 1,812,500 | | | | | | - | | | |||
| Accelerated Vesting of Restricted Stock(1) |
| | | | 1,792,676 | | | | | | 1,792,676 | | | | | | 1,792,676 | | | | | | 1,792,676 | | | | | | - | | | |||
| Accelerated Vesting of PSUs(2) | | | | | - | | | | | | - | | | | | | 2,387,187 | | | | | | - | | | | | | - | | | |||
|
Total
|
| | |
|
1,792,676
|
| | | |
|
5,163,926
|
| | | |
|
8,329,238
|
| | | |
|
3,605,176
|
| | | | | - | | | |||
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cash Severance | | | | | - | | | | | | 1,373,000 | | | | | | 2,058,250 | | | | | | - | | | | | | - | | | |||
| Pro-rated Bonus | | | | | - | | | | | | 1,521,000 | | | | | | 1,521,000 | | | | | | 1,521,000 | | | | | | - | | | |||
| Accelerated Vesting of Restricted Stock(1) |
| | | | 1,279,427 | | | | | | 1,279,427 | | | | | | 1,279,427 | | | | | | 1,279,427 | | | | | | - | | | |||
| Accelerated Vesting of PSUs(2) | | | | | - | | | | | | - | | | | | | 1,640,434 | | | | | | - | | | | | | - | | | |||
|
Total
|
| | |
|
1,279,427
|
| | | |
|
4,173,427
|
| | | |
|
6,499,111
|
| | | |
|
2,800,427
|
| | | | | - | | |
| | | | | |
67
|
|
|
EXECUTIVE COMPENSATION
|
| | | |
|
68
|
| |
|
| | | |
| | | |
EXECUTIVE COMPENSATION
|
|
| | | | | | | | | | | | | | | |
Average
Summary Compensation Table Total for Other NEOs (d)(1)(2) |
| |
Average
Compensation Actually Paid to Other NEOs (e)(3) |
| |
Value of Initial Fixed $100
Investment Based on Stockholder Return |
| | | | | | | |
AFFO Per
Share Growth (Company Selected Measure) (i)(5)(6) |
| ||||||||||||||||||
|
Year
(a) |
| |
Summary
Compensation Table Total for our CEO (b)(1)(2) |
| |
Compensation
Actually Paid to CEO (c)(3) |
| |
Total
Stockholder Return (f)(4) |
| |
Total Stockholder Return (g)(4) |
| |
Net Income
(h) |
| |||||||||||||||||||||||||||||||||
|
2024
|
| | | | 12,800,745 | | | | | | 9,736,442 | | | | | | 4,645,810 | | | | | | 3,539,634 | | | | | | 148.92 | | | | | | 123.57 | | | | | | 2,721,242 | | | | | | 0.11 | | |
|
2023
|
| | | | 11,277,678 | | | | | | 12,445,973 | | | | | | 4,445,945 | | | | | | 4,934,837 | | | | | | 153.64 | | | | | | 113.62 | | | | | | 2,554,622 | | | | | | 0.22 | | |
|
2022
|
| | | | 11,513,494 | | | | | | 19,132,367 | | | | | | 4,863,494 | | | | | | 7,685,105 | | | | | | 148.25 | | | | | | 99.90 | | | | | | 1,136,267 | | | | | | 0.11 | | |
|
2021
|
| | | | 7,662,894 | | | | | | 11,597,679 | | | | | | 3,414,394 | | | | | | 4,761,839 | | | | | | 131.14 | | | | | | 132.33 | | | | | | 1,023,158 | | | | | | 0.18 | | |
|
2020
|
| | | | 6,968,658 | | | | | | 9,031,429 | | | | | | 3,263,408 | | | | | | 3,992,278 | | | | | | 105.95 | | | | | | 92.49 | | | | | | 896,208 | | | | | | 0.16 | | |
| | | |
2024
|
| |||||||||
| | | |
CEO
|
| |
Average of
Other NEOs |
| ||||||
| SCT Total Compensation | | | | $ | 12,800,745 | | | | | $ | 4,645,810 | | |
| Minus SCT Stock Awards Value | | | | $ | (7,272,427) | | | | | $ | (1,874,423) | | |
| Plus Fair Value of Unvested Equity Awards Granted During the Reporting Year as of Last Day of Reporting Year | | | | $ | 7,638,577 | | | | | $ | 1,968,804 | | |
| Plus Change in Fair Value of Unvested Equity Awards Granted in |
| | | $ | (3,905,816) | | | | | $ | (1,367,213) | | |
| Plus Change in Fair Value of Equity Awards Vested in Reporting Year as of Vesting Date from Last Day of Year Preceding Reporting Year | | | | $ | (525,264) | | | | | $ | (182,498) | | |
| Plus Value of Accrued Dividends Paid Upon Vesting of Equity Awards in Reporting Year | | | | $ | 1,000,627 | | | | | $ | 349,154 | | |
| Total Compensation Actually Paid | | | | $ | 9,736,442 | | | | | $ | 3,539,634 | | |
| | | | | |
69
|
|
|
EXECUTIVE COMPENSATION
|
| | | |
|
Significant Financial
Performance Measures |
|
|
Absolute TSR
|
|
|
Relative TSR
|
|
|
AFFO Per Share Growth
|
|
|
70
|
| |
|
| | | |
| | | |
EXECUTIVE COMPENSATION
|
|
| | | | | |
71
|
|
|
Plan Category
|
| |
Number of Securities to be
Issued upon Exercise of Outstanding Options, Warrants and Rights(1) |
| |
Weighted Average
Exercise Price of Outstanding Options Warrants and Rights |
| |
Number of Securities
Remaining Available for Future Issuance under Equity Compensation Plan |
| |||||||||
| Equity compensation plans approved by security holders | | | | | 332,932 | | | | | | N/A | | | | | | 9,552,597(2) | | |
| Equity compensation plans not approved by security holders | | | | | - | | | | | | - | | | | | | - | | |
| Total | | | | | 332,932 | | | | | | - | | | | | | 9,552,597 | | |
|
72
|
| |
|
| | | |
|
Proposal 1:
Election of Directors |
|
|
The election of seven directors to our Board of Directors, each for a term expiring at the 2026 annual meeting of stockholders or until their respective successors are elected and qualified
"FOR"
|
|
|
Proposal 2:
Ratification of Appointment of |
|
|
The ratification of the appointment of
"FOR"
|
|
|
Proposal 3:
Advisory Vote on Executive Compensation |
|
|
The approval (on a non-binding, advisory basis) of the compensation of our named executive officers
"FOR"
|
|
| | | | | |
73
|
|
|
ABOUT THE MEETING: QUESTIONS & ANSWERS
|
| | | |
| | |
Vote by Internet.In order to vote on the Internet, you must go to www.proxyvote.com, have your Notice of Availability, Proxy Card or voting instruction form in hand and follow the instructions.If you vote via the Internet, you do not need to retuyour Proxy Card.
|
| |
| | |
Vote by Phone.In order to vote by telephone, you must call the toll-free number listed on your Notice of Availability and/or Proxy Card, have your Notice of Availability, Proxy Card or voting instruction form in hand and follow the instructions.If you vote by telephone, you do not need to retuyour Proxy Card.
|
| |
| | |
Vote by Mail.To vote by mail, if you have not already received one, you may request a Proxy Card from us as instructed in the Notice of Availability and sign, date and mail the Proxy Card in the postage-paid envelope provided. Properly signed and returned proxies will be voted in accordance with the instructions contained therein.
|
|
|
74
|
| |
|
| | | |
| | | |
ABOUT THE MEETING: QUESTIONS & ANSWERS
|
|
| | | | | |
75
|
|
|
ABOUT THE MEETING: QUESTIONS & ANSWERS
|
| | | |
|
76
|
| |
VICI PROPERTIES INC. - 2025 PROXY STATEMENT
|
| | | |
| | | | | |
77
|
|
|
OTHER MATTERS
|
| | | |
Executive Vice President, General Counsel
and Secretary
New York, New York
|
78
|
| |
VICI PROPERTIES INC. - 2025 PROXY STATEMENT
|
| | | |
| | | | | |
79
|
|
|
APPENDIX
|
| | | |
| | | |
Year Ended December 31,
|
| |||||||||
|
(In thousands, except share data and per share data)
|
| |
2024
|
| |
2023
|
| ||||||
| Net income attributable to common stockholders | | | | $ | 2,678,810 | | | | | $ | 2,513,540 | | |
| Real estate depreciation | | | | | - | | | | | | - | | |
| Joint venture depreciation and non-controlling interest adjustments | | | | | - | | | | | | 1,426 | | |
| FFO attributable to common stockholders | | | | | 2,678,810 | | | | | | 2,514,966 | | |
| Non-cash leasing and financing adjustments | | | | | (537,708) | | | | | | (515,488) | | |
| Non-cash change in allowance for credit losses | | | | | 126,720 | | | | | | 102,824 | | |
| Non-cash stock-based compensation | | | | | 17,511 | | | | | | 15,536 | | |
| Transaction and acquisition expenses | | | | | 4,567 | | | | | | 8,017 | | |
| Amortization of debt issuance costs and original issue discount | | | | | 71,592 | | | | | | 70,452 | | |
| Other depreciation | | | | | 3,428 | | | | | | 3,741 | | |
| Capital expenditures | | | | | (3,007) | | | | | | (2,842) | | |
| Other gains(1) | | | | | (581) | | | | | | (4,456) | | |
| Deferred income tax provision (benefit) | | | | | 5,439 | | | | | | (10,426) | | |
| Joint venture non-cash adjustments and non-controlling interest adjustments | | | | | 4,022 | | | | | | 4,716 | | |
| AFFO attributable to common stockholders | | | | | 2,370,793 | | | | | | 2,187,040 | | |
| Interest expense, net | | | | | 738,410 | | | | | | 723,634 | | |
| Current income tax expense | | | | | 4,265 | | | | | | 4,285 | | |
| Joint venture interest expense and non-controlling interest adjustments |
| | | | (8,551) | | | | | | (5,287) | | |
| Adjusted EBITDA attributable to common stockholders | | | | $ | 3,104,917 | | | | | $ | 2,909,672 | | |
| | | | | | | | | | | | | | |
| Net income per common share | | | | | | | | | | | | | |
|
Basic
|
| | | $ | 2.56 | | | | | $ | 2.48 | | |
|
Diluted
|
| | | $ | 2.56 | | | | | $ | 2.47 | | |
| FFO per common share | | | | | | | | | | | | | |
|
Basic
|
| | | $ | 2.56 | | | | | $ | 2.48 | | |
|
Diluted
|
| | | $ | 2.56 | | | | | $ | 2.48 | | |
| AFFO per common share | | | | | | | | | | | | | |
|
Basic
|
| | | $ | 2.26 | | | | | $ | 2.16 | | |
|
Diluted
|
| | | $ | 2.26 | | | | | $ | 2.15 | | |
| Weighted average number of shares of common shares outstanding | | | | | | | | | | | | | |
|
Basic
|
| | | | 1,046,739,537 | | | | | | 1,014,513,195 | | |
|
Diluted
|
| | | | 1,047,675,111 | | | | | | 1,015,776,697 | | |
|
80
|
| |
VICI PROPERTIES INC. - 2025 PROXY STATEMENT
|
| | | |
| | | |
APPENDIX
|
|
| | | | | |
81
|
|
Attachments
Disclaimer
VICI Properties Inc. published this content on March 17, 2025, and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on March 17, 2025 at 13:22:51.980.
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