VICI Properties Inc. Announces 2024 Annual Meeting of Stockholders

Ticker: VICI · Form: DEF 14A · Filed: Mar 14, 2024 · CIK: 1705696

Sentiment: neutral

Topics: VICI, Proxy Statement, Annual Meeting, Virtual Meeting, Stockholder

TL;DR

<b>VICI Properties Inc. will host its 2024 Annual Meeting of Stockholders virtually on April 30, 2024, allowing remote participation and advance question submission.</b>

AI Summary

VICI PROPERTIES INC. (VICI) filed a Proxy Statement (DEF 14A) with the SEC on March 14, 2024. VICI Properties Inc. will hold its Annual Meeting of Stockholders on April 30, 2024, at 10:00 a.m. Eastern Time. The meeting will be conducted solely by means of remote communication in a virtual meeting format via live audio webcast. Stockholders can attend the meeting at www.virtualshareholdermeeting.com/VICI2024 using their 16-digit control number. Questions can be submitted in advance of the meeting via www.proxyvote.com or the meeting website. The filing is a Definitive Proxy Statement (DEF 14A) filed on March 14, 2024.

Why It Matters

For investors and stakeholders tracking VICI PROPERTIES INC., this filing contains several important signals. The virtual format aims to increase stockholder access and participation from around the world. The meeting will cover business described in the Notice of Annual Meeting of Stockholders and Proxy Statement, with electronic voting and question submission available.

Risk Assessment

Risk Level: low — VICI PROPERTIES INC. shows low risk based on this filing. The filing is a routine proxy statement, providing information about the upcoming annual meeting rather than new financial or strategic disclosures.

Analyst Insight

Review the proxy statement for details on proposals, director nominations, and executive compensation to make informed voting decisions.

Key Numbers

Key Players & Entities

FAQ

When did VICI PROPERTIES INC. file this DEF 14A?

VICI PROPERTIES INC. filed this Proxy Statement (DEF 14A) with the SEC on March 14, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by VICI PROPERTIES INC. (VICI).

Where can I read the original DEF 14A filing from VICI PROPERTIES INC.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by VICI PROPERTIES INC..

What are the key takeaways from VICI PROPERTIES INC.'s DEF 14A?

VICI PROPERTIES INC. filed this DEF 14A on March 14, 2024. Key takeaways: VICI Properties Inc. will hold its Annual Meeting of Stockholders on April 30, 2024, at 10:00 a.m. Eastern Time.. The meeting will be conducted solely by means of remote communication in a virtual meeting format via live audio webcast.. Stockholders can attend the meeting at www.virtualshareholdermeeting.com/VICI2024 using their 16-digit control number..

Is VICI PROPERTIES INC. a risky investment based on this filing?

Based on this DEF 14A, VICI PROPERTIES INC. presents a relatively low-risk profile. The filing is a routine proxy statement, providing information about the upcoming annual meeting rather than new financial or strategic disclosures.

What should investors do after reading VICI PROPERTIES INC.'s DEF 14A?

Review the proxy statement for details on proposals, director nominations, and executive compensation to make informed voting decisions. The overall sentiment from this filing is neutral.

How does VICI PROPERTIES INC. compare to its industry peers?

VICI Properties Inc. is a real estate investment trust (REIT) focused on owning and operating gaming, hospitality, and entertainment facilities.

Are there regulatory concerns for VICI PROPERTIES INC.?

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.

Industry Context

VICI Properties Inc. is a real estate investment trust (REIT) focused on owning and operating gaming, hospitality, and entertainment facilities.

Regulatory Implications

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.

What Investors Should Do

  1. Attend the virtual Annual Meeting on April 30, 2024.
  2. Review the proxy statement for proposals and director information.
  3. Submit questions in advance of the meeting.

Key Dates

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard proxy statement for an upcoming annual meeting, not a report on recent financial performance.

Filing Stats: 4,193 words · 17 min read · ~14 pages · Grade level 18.1 · Accepted 2024-03-14 16:17:37

Filing Documents

Executive Compensation Highlights

Executive Compensation Highlights 8 PROPOSAL 1: ELECTION OF DIRECTORS 9 Director Nominees 10 Director Independence 14 Board and Committee Structure and Meetings 14 Board Governance and Effectiveness 16 DIRECTOR COMPENSATION 20 Director Compensation Program 20 2023 Director Compensation 20 CORPORATE GOVERNANCE MATTERS 21 Corporate Governance Profile 21 Corporate Governance Highlights 22 Corporate Governance Documents 23 Board Committee Responsibilities 26 Communications with our Board of Directors 27 Risk Oversight 28 Stakeholder Engagement 31 Stockholder Rights 31 Environmental Sustainability and Social Responsibility 32 PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 42 Evaluation of Independent Registered Public Accounting Firm 42 PRINCIPAL ACCOUNTANT FEES AND SERVICES 43 Pre-Approval Policies and Procedures of our Audit Committee 43 AUDIT COMMITTEE REPORT 44 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 45 Related Party Transactions Policy 45 Certain Relationships 45

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 46 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 48 COMPENSATION COMMITTEE REPORT 48 PROPOSAL 3: NON-BINDING, ADVISORY VOTE TO APPROVE THE COMPENSATION OF NAMED EXECUTIVE OFFICERS 49 EXECUTIVE OFFICERS 50

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 51 COMPENSATION DISCUSSION AND ANALYSIS 51 Executive Summary 51 Compensation Program Overview 53 Compensation Process 55 2023 Executive Compensation 56 Results from 2023 Say-on-Pay Vote 61 Other Compensation Program Elements and Policies 61 COMPENSATION TABLES AND ARRANGEMENTS 63 2023 Summary Compensation Table 63 2023 Grants of Plan-Based Awards 64 Outstanding Equity Awards at Year-End 65 2023 Option Exercises and Stock Vested 66 Employment Agreements with Executive Officers 66 Potential Payments Upon Termination or Change in Control 68 CEO Pay Ratio 69 PAY VS. PERFORMANCE 70 EQUITY COMPENSATION PLAN INFORMATION 73 PROPOSAL 4: NON-BINDING, ADVISORY VOTE REGARDING FREQUENCY OF HOLDING STOCKHOLDER ADVISORY VOTES ON EXECUTIVE OFFICER COMPENSATION 74 ABOUT THE MEETING: QUESTIONS & ANSWERS 75 OTHER MATTERS 78 Annual Report 78 Changing the Way You Receive Proxy Materials in the Future 78 Householding of Proxy Materials 78 Stockholder Proposals for 2025 Annual Meeting 78 Proxy Access Director Nominations 79 Other Matters to Come Before the 2024 Annual Meeting 79 INDEX OF FREQUENTLY REQUESTED INFORMATION Director Nominees 10 Total Stockholder Return Benchmarking 52 Corporate Governance Matters 21 Peer Group and Benchmarking 55 Environmental Sustainability and Social Responsibility 32 2023 STIP Award Opportunities and Results 57 Human Capital Management 40 2021 LTIP Performance-Based Award Results 60 Stock Ownership Guidelines 62 i TABLE OF CONTENTS PROXY STATEMENT SUMMARY This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider and you should read the entire Proxy Statement carefully before voting. 2024 Annual Meeting of Stockholders How to Vote VIA THE INTERNET BY TELEPHONE BY MAIL DU

Executive Compensation Highlights

Executive Compensation Highlights E xecutive C ompensation S tructure The following is an overview of the highlights of our compensation structure. 2023 P erformance -B ased P ayout S ummary (1) AFFO is a non-GAAP financial measure. "GAAP" means the generally accepted accounting principles in the U.S. For a definition and reconciliation of this non-GAAP financial measure to the most directly comparable GAAP measure, see the section entitled "Reconciliation of Non-GAAP Measures" on pages 48-49 of our 2023 Annual Report. 2023 E xecutive C ompensation S ummary The table below summarizes the total compensation awarded to each named executive officer with respect to 2023 (see "Compensation Discussion and Analysis" beginning on page 51 of this Proxy Statement for further detail). Salary Bonus Stock Awards Non-Equity Incentive Plan Compensation All Other Compensation Total Edward B. Pitoniak Chief Executive Officer $ 1,000,000 $ — $ 6,250,000 $ 4,000,000 $ 27,678 $ 11,277,678 John W.R. Payne President and Chief Operating Officer $ 1,200,000 $ — $ 1,920,000 $ 2,280,000 $ 18,102 $ 5,418,102 David A. Kieske Executive Vice President, Chief Financial Officer and Treasurer $ 625,000 $ — $ 2,125,000 $ 1,687,500 $ 15,822 $ 4,453,322 Samantha S. Gallagher Executive Vice President, General Counsel and Secretary $ 585,000 $ — $ 1,462,500 $ 1,404,000 $ 14,910 $ 3,466,410 8 VICI PROPERTIES INC. — 2024 PROXY STATEMENT TABLE OF CONTENTS PROPOSAL 1: ELECTION OF DIRECTORS Introduction Our Board of Directors currently consists of seven members, all of whom have terms expiring at the Annual Meeting or until his or her earlier death, resignation, removal or a determination by the Board of Directors that such director no longer has the qualifications that are required by the Company's charter or bylaws. All of our directors will be nominated to serve until the 2025

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