DEF 14A

DEF 14A 1 d55617ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

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Definitive Additional Materials

☐

Soliciting Material Under Rule 14a-12

VICI PROPERTIES INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


☒		No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

LOGO

A LETTER TO OUR STOCKHOLDERS FROM THE CEO

March 14, 2022

535 Madison Avenue, 20^th Floor, New York, New York 10022 • Telephone (646) 949-4631

LOGO

Dear Fellow Stockholders:

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of VICI Properties Inc. on Wednesday, April 27, 2022, at 10:00 a.m., Eastern Time, which will be held solely by means of remote communication in a virtual meeting format and conducted via live audio webcast due to the ongoing public health impact of the COVID-19 pandemic and in consideration of the health and well-being of our stockholders and other meeting participants.

The virtual meeting has been designed to provide the same rights to participate as you would have at an in-person meeting. In addition, the virtual format provides the opportunity for participation by a broader group of our stockholders and enables the company to communicate more effectively with its stockholders, who are able to participate from around the world while increasing overall safety for both members of the Company and its stockholders. You can attend the Annual Meeting via the Internet at www.virtualshareholdermeeting.com/VICI2022 by using the 16-digit control number that appears on your Proxy Card and the voting instruction form that accompanied your proxy materials. During this virtual meeting, you may ask questions and will be able to vote your shares electronically. You may submit a question in advance of the meeting at www.proxyvote.com after logging in with your control number found on your Proxy Card, voting instruction form or Notice of Availability. You will also have the ability to submit questions in advance of the Annual Meeting via the meeting website. All questions submitted should be relevant to the matters properly addressed during this meeting. The Company will respond to as many inquiries at the Annual Meeting as time allows, although questions may be limited on a per stockholder basis due to time constraints. The business that will be conducted at the Annual Meeting is described in the Notice of Annual Meeting of Stockholders and Proxy Statement.

Your Board of Directors is unanimously recommending a highly qualified, experienced, diverse and actively engaged slate of nominees for election to the Board of Directors at the Annual Meeting. Your Board’s nominees are James R. Abrahamson, Diana F. Cantor, Monica H. Douglas, Elizabeth I. Holland, Craig Macnab, Edward B. Pitoniak and Michael D. Rumbolz. Your Board brings executive and financial leadership, a wide range of complementary skills and diverse backgrounds relevant to the company’s industry, strategy and commitment to creating long-term stockholder value.

At the Annual Meeting, you will be asked to:



1	2	3
Elect the seven members named in the accompanying proxy statement to serve on our Board of Directors	Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022	Approve (on a non-binding, advisory basis) the compensation of our named executive officers

In addition, you will be asked to transact any such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof. The accompanying proxy statement provides a detailed description of these proposals and instructions on how to vote your shares.

Your vote is very important. Whether or not you plan to attend the meeting, please vote as soon as possible. Instructions on how to vote are contained in the proxy statement.

On behalf of the Board of Directors and our employees, we thank you for your continued interest in and support of our company. We look forward to seeing you at the meeting.

Sincerely,

LOGO

Edward B. Pitoniak

Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

WEDNESDAY, APRIL 27, 2022

10:00 A.M., EASTERN TIME

VIRTUAL MEETING ACCESS:

PROXY VOTING

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.

WWW.VIRTUALSHAREHOLDERMEETING.COM/VICI2022

To Our Stockholders:

You are cordially invited to attend the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of VICI Properties Inc., at which stockholders will vote on the following proposals:


Items of Business		Board Recommends
1.	Election of the seven director nominees named in the accompanying proxy statement	FOR See page 11
2.	Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022	FOR See page 16
3.	Approval (on a non-binding, advisory basis) of the compensation of our named executive officers	FOR See page 70

Other business will be transacted as may properly come before the Annual Meeting or any postponement or adjournment thereof.

Record Date

Stockholders of record as of the close of business on March 1, 2022 are entitled to notice of and to vote at the Annual Meeting and at any postponement or adjournment thereof.

This Notice of Annual Meeting and the accompanying proxy statement are first being made available to our stockholders on or about March 14, 2022.

By Order of the Board of Directors,

LOGO

Samantha Sacks Gallagher

Executive Vice President, General Counsel

and Secretary

New York, New York

March 14, 2022

VOTING CAN BE COMPLETED IN ONE OF FOUR WAYS:


		VIA THE INTERNET Go to www.proxyvote.com, available 24/7
		BY TELEPHONE Use the toll-free number shown on your Proxy Card or Voting Instruction Form and follow the recorded instructions
		BY MAIL Mark, sign, date and return the enclosed Proxy Card and related instructions in the postage-paid envelope
		DURING THE MEETING Vote through the virtual portal at www.virtualshareholdermeeting.com/VICI2022 during the Annual Meeting

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 27, 2022.

The accompanying proxy statement and our 2021 Annual Report are available at https://investors.viciproperties.com/

annual-meeting/. In addition, our stockholders may access this information, as well as submit their voting instructions, at www.proxyvote.com by having their proxy card and related instructions in hand.

LOGO

TABLE OF CONTENTS


PROXY STATEMENT SUMMARY		1
2022 Annual Meeting of Stockholders		1

2021 Transaction Highlights		2

2021 Performance Highlights		2

Our Board Nominees		3

Board and Committee Membership		3

Individual Skills Matrix		4

Corporate Governance Snapshot		5

Environmental Sustainability, Social Responsibility and Corporate Governance Highlights		6

What’s New This Year?		8

Human Capital Management Highlights		9

Executive Compensation Highlights		9

Executive Compensation Structure		9

2021 Executive Compensation Summary		10

Pay-for-Performance Alignment		10
PROPOSAL 1: ELECTION OF DIRECTORS		11
Director Nominees		12
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		16
CORPORATE GOVERNANCE MATTERS		17
Corporate Governance Profile		17

Corporate Governance Highlights		18

Corporate Governance Documents		19

Environmental Sustainability and Social Responsibility		22

Overview of 2021 Accomplishments		22

Environmental Sustainability		22

Social Responsibility		26

Human Capital Management		28

Response to Operational Impact of COVID-19		29

Director Independence		29

Board and Committee Structure and Meetings		29

Leadership Structure of our Board of Directors		29

Committee Structure and Membership		30

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Table of Contents

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SEC Form DEF 14A filed by VICI Properties Inc.