SECURITIES AND EXCHANGE COMMISSION
Securities Exchange Act of 1934
(Amendment No. )
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PROXY STATEMENT AND
NOTICE☒
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June 21, 2018
Stockholders,
Annual Meeting is described in the Notice of Annual Meeting of Stockholders and Proxy Statement.
value.
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| 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, 2024 | | | | Approve (on a non-binding, advisory basis) the compensation of our named executive officers | | | | Recommend (on a non-binding, advisory basis) the frequency of holding stockholder advisory votes on executive officer compensation | |
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TO BE HELD ON JULY 31, 2018
To Our Stockholders:
You are cordially invited to attend the 2018 Annual Meeting of Stockholders (the “Annual Meeting”) of VICI Properties Inc., which will be held as follows:
| TUESDAY, APRIL 30, 2024 10:00 A.M., EASTERN TIME VIRTUAL MEETING ACCESS: WWW.VIRTUALSHAREHOLDERMEETING.COM/VICI2024 | | | 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. | |
| | Items of Business | | | Board Recommends | | | |||
| | 1. | | | Election of the seven director nominees named in the accompanying proxy statement | | | FOR See page 9 | | |
| | 2. | | | Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 | | | FOR See page 42 | | |
| | 3. | | | Approval (on a non-binding, advisory basis) of the compensation of our named executive officers | | | FOR See page 49 | | |
| | 4. | | | Recommendation (on a non-binding, advisory basis) for the frequency of holding stockholder advisory votes on executive officer compensation | | | ONE YEAR See page 74 | | |
| | Record Date | | |
| | Stockholders of record as of the close of business on March 4, 2024 are entitled to notice of and to vote at the Annual Meeting | | |
March 14, 2024.
and Secretary
June 21, 2018
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VIA THE INTERNET Go to |
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BY TELEPHONE Use the toll-free number shown on your Proxy Card or Voting Instruction Form and follow the recorded instructions | | |||||
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| 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/VICI2024 during the | |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON July 31, 2018. The accompanying proxy statementand our 2017 Annual Report are available athttp://investors.viciproperties.com/investors/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.
| IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 30, 2024. | |
| The accompanying proxy statement and our 2023 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. | |
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VICI PROPERTIES INC.
430 Park Avenue, 8th Floor
New York, New York 10022
PROXY STATEMENT
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
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GENERAL
| VIA THE INTERNET | | | | BY TELEPHONE | | | | BY MAIL | | | | DURING THE MEETING | |
| Go to www.proxyvote.com, available 24/7 | | | | Use the toll-free number shown on your Proxy Card or Voting Instruction Form and follow the recorded instructions | | | | Mark, sign, date and return the enclosed Proxy Card and related instructions in the postage-paid envelope | | | | Vote through the virtual portal at www.virtualshareholdermeeting.com/VICI2024 during the Annual Meeting | |
| | Proposal | | | Board Vote Recommendation | | | Page Reference | | |
| | Proposal 1: Election of Directors | | | FOR each nominee | | | 9 | | |
| | Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm | | | FOR | | | 42 | | |
| | Proposal 3: Non-binding, Advisory Vote to Approve the Compensation of Named Executive Officers | | | FOR | | | 49 | | |
| | Proposal 4: Non-binding, Advisory Vote on the Frequency of Holding Stockholder Advisory Votes on Executive Officer Compensation | | | ONE YEAR | | | 74 | | |
ANNUAL MEETING
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| PROXY STATEMENT SUMMARY | | | | |
| 2 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | PROXY STATEMENT SUMMARY | |
| SNAPSHOT OF BOARD PROFILE AND DIVERSITY | |
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| (1) Comprised of the Chair of the Board and each committee of the Board. |
| Name | | | Director Since | | | Age | | | Independent | | | Audit | | | Compensation | | | Nominating and Governance | | | # of Other Public Company Boards | | ||||||
| James R. Abrahamson(1) | | | October 2017 | | | | | 68 | | | | | | | | | | | | | | | | | 1 | | | |
| Diana F. Cantor* | | | May 2018 | | | | | 66 | | | | | | | | | | | | | | | 2 | | | |||
| Monica H. Douglas | | | February 2020 | | | | | 51 | | | | | | | | | | | | | | | | 0 | | | ||
| Elizabeth I. Holland* | | | January 2018 | | | | | 58 | | | | | | | | | | | | | | | 1 | | | |||
| Craig Macnab* | | | October 2017 | | | | | 68 | | | | | | | | | | | | | | | 2 | | | |||
| Edward B. Pitoniak(2) | | | October 2017 | | | | | 68 | | | | | | | | | | | | | | | | | | 0 | | |
| Michael D. Rumbolz | | | October 2017 | | | | | 69 | | | | | | | | | | | | | | | 1 | | |
| | | Committee Chair | | | | | Committee Member | |
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| PROXY STATEMENT SUMMARY | | | | |
| | | | | | | | | | James R. Abrahamson | | | | Diana Cantor | | | | Monica H. Douglas | | | | Elizabeth I. Holland | | | | Craig Macnab | | | | Edward B. Pitoniak | | | | Michael D. Rumbolz | | | | Overall | | |
| | | | | Individual Skills / Qualifications | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||
| | | | | Capital Markets / M&A / Investment Banking experience is valuable in understanding the role that transactional activity, capital markets and financing plays in our business and growth strategy. | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| | | | | Finance / Accounting experience is helpful in understanding and | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||
| | | | | Government Relations / Legal and Regulatory / Public Policy experience is beneficial in understanding the | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||
| | | | | Risk Oversight and Management is vital to fulfilling the Board’s role with respect to management oversight and risk mitigation. | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||
| | | | | Strategic Planning and Leadership is beneficial in providing insights into the future growth and strategy of | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||
| | | | | Other Public Company Board Experience contributes to an understanding of best-practice corporate governance and alternative approaches. | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| | | | | CEO / Executive Management experience allows for a better understanding of management’s perspective. | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| | | | | Human Capital Management experience is essential to maintaining our culture and attracting, engaging and retaining employees. | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| | | | | Executive Compensation experience is valuable in assessing the structure and design of our executive compensation program and practices. | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| | | | | Environmental Sustainability experience is beneficial to an understanding of our impact on the environment and the importance of sustainability considerations within the real estate industry. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||
| | | | | Social Responsibility experience is valuable in contributing to the advancement of our community engagement, diversity, equity and inclusion and other social initiatives. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||
| | | | | Corporate Governance experience is valuable in contributing to our continuing pursuit of best-in-class corporate governance practices. | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||
| | | | | Cybersecurity and Information Technology experience is critical to an understanding of information security and risk management. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| | | | | | Individual Industry Experience | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| | | | | Consumer Discretionary Industry experience provides key insights with respect to consumer-facing sectors and related implications for our and our tenants’ businesses. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| | | | | Entertainment, Lodging and/ or Hospitality Industry experience provides a meaningful advantage in contributing to our strategic planning and growth. | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| | | | | Gaming Industry experience 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. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
| | | | | REITs / Real Estate Industry experience is beneficial in understanding the processes and considerations that drive successful outcomes in our business model. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||
| | | | | International experience is beneficial in advising management with respect to expansion into international jurisdictions in alignment with its growth strategy. | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| | | | | Technology Industry experience provides an advantage in understanding industry disruption and future trends related to the growth and evolution of the experiential sector. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
VOTING MATTERS
| 4 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
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BUSINESS HIGHLIGHTS
2017 was an exciting beginning for VICI. On October 6, 2017, in connection with the bankruptcy and related restructuring of Caesars Entertainment Operating Company, Inc. (“CEOC”) and its subsidiaries, we completed ourspin-off and emerged from CEOC
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For more information on our 2017 results and other related financial measures, see our 2017 Annual Report.
ACCOMPLISHMENTS SINCE OUR FORMATION IN 2017
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2018 has been a highly successful year thus far. In February 2018, we completed our $1.4 billion initial public offering, the proceeds of which we used to repay over $600 million of our existing indebtedness and further reduce our leverage, while retaining the balance of the proceeds as cash on hand, which we intend to use to continue to pursue accretive acquisitions. In connection with the initial public offering, the interest rate on our December 2017 debt financing stepped down to LIBOR + 200. In May 2018, we announced our intention to purchase from an affiliate of Caesars the Octavius Tower at Caesars Palace and Harrah’s Philadelphia, as well as to make certain modifications to our existing leases in connection with these acquisitions, trading uncertainty for
certainty. In addition, we paid apro-rated quarterly cash dividend of $0.16 per share of common stock for the period from February 5, 2018 to March 31, 2018, and on June 14, 2018, we declared a quarterly cash dividend of $0.2625 per share of common stock for the second quarter of 2018 payable on July 13, 2018 to stockholders of record as of the close of business on June 28, 2018.
We look forward to continuing to execute on all facets of our exciting business strategy and, in doing so, believe we will continue to be successful in deliveringsustainable corporate governance practices that promote long-term value creation, transparency and strong total returnsaccountability to our stockholders.
BOARD OF DIRECTORS NOMINEES AND COMMITTEES
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(1) Mr. Davis currently serves on the boards of directors of two public companies listed on the New York Stock Exchange (the “NYSE”), Verso Corporation and Titan Energy, LLC. Mr. Davis also currently serves on the board of directors of one public company listed on the Australian Securities Exchange, Atlas Iron Limited. Atlas Iron Limited has executed definitive documentation to be acquired by Mineral Resources. Mr. Davis does not intend to serve on the board of Atlas Iron Limited after the consummation of the acquisition by Mineral Resources.
SNAPSHOT OF BOARD, GOVERNANCE & COMPENSATION INFORMATION
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Non-Executive Chair • Fully Independent Board Committees • Annual Election of All Directors | ||||
• Majority Voting for Directors | ||||
• Regular Executive Sessions of Independent Directors | ||||
• Annual Board, Committee and Director Self-Evaluations (Led Periodically by an Independent Evaluator) • Systemic Risk Oversight by Board and Committees • Committee | ||||
and Board Oversight of ESG Matters • Committee Oversight of Cybersecurity and Information Technology • Director Retirement Policy • Proxy Access Rights Consistent with Market Standard • Stockholder Right to Call Special Meeting Without Material Restriction • Strong Investor Outreach Program and Annual Calendar • Opted Out of Maryland Unsolicited Takeover Act (MUTA) • Robust Stock Ownership Requirements for Directors | ||||
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Executive Officers • Robust Anti-Hedging, Anti-Short Sale and Anti-Pledging Policies • Incentive Compensation Clawback Policy • Annual “Say-on-Pay” Vote • “Double-Trigger” for Change in Control Severance Payments • One-Year Minimum Vesting Period on Equity Grants (Subject to 5% Carve-Out) | | | ||
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• No Classified or Staggered Board • No Supermajority Voting Requirements in Bylaws • No Material Related Party Transactions • No Compensation Committee Interlocks • No Family Relationships Among Directors and Executive Officers • No Poison Pill • No Excise TaxGross-Up Provisions | • No | |||
Repricing of Underwater Options or Share Appreciation Rights • No Excess Perquisites | | |
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| PROXY STATEMENT SUMMARY | | | | |
| | Environmental Sustainability Highlights | | | ||||
| | Key Objectives and Approach | | | • Corporate Sustainability — Set an example by striving to improve the environmental performance of our headquarters and externally managed golf course operations, including reducing water usage, improving energy efficiency, reducing waste, and increasing recycling and waste diversion • Triple-Net Property Sustainability Support — Act within the scope of our triple-net lease structure to address the sustainability and long-term climate resilience of properties across our portfolio by supporting our tenants’ implementation of environmental sustainability and performance improvement measures • Stakeholder Expectations 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 and data reporting capabilities | | | |
| | Recent Highlights | | | | • Advanced our sustainability efforts at our golf courses in partnership with our golf course manager, CDN Golf Management, Inc. (“CDN Golf”), continued to reduce water usage year-over-year, improved our sustainability infrastructure and utilized the results of sustainability audits to inform future capital expenditure plans and drive cost savings and efficiencies • Continued to engage with our tenants regarding their environmental sustainability initiatives, shared property-level climate risk reports with tenants to encourage their independent climate risk mitigation efforts, and continued to evaluate potential tenant incentives to encourage tenants’ sustainability initiatives at our triple-net leased properties • Released in September 2023 our comprehensive 2022-2023 Environmental Sustainability, Social Responsibility and Corporate Governance Report (“2022-2023 ESG Report”), including disclosure aligned with the Sustainability Accounting Standards Board (SASB) — Real Estate index, expanding our ESG framework participation beyond the Task Force on | | |
| | Social Responsibility Highlights | | | ||||
| | 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 Corporate Citizenship — Support the communities in which we operate and own properties and demonstrate our commitment to • Advance Social Responsibility Issues — Enhance our commitments to key social responsibility issues by implementing and expanding policies and procedures, employee training, and external engagement | | |
| Recent Highlights | | | | • Continued effort on improving our employee engagement programs, including a collaborative teamwide effort to refresh our VICI Values, implementation of our VICI 101 onboarding, integration and training program, launch of our Management Committee Advisors program, and a drive to continuously improve our benefits offering and identify unique benefits opportunities • Expanded our corporate giving initiatives and formalized our pillars of charitable giving, while taking advantage of impact opportunities such as supporting the Las Vegas Super Bowl Host Committee Charities, a 501(c)(3) organization, in connection with Super Bowl LVIII in Las Vegas • With 100% participation across our organization, 100% of our employees agreed that “Taking everything into account, this is a great place to work,” resulting in our fifth annual certification as a Great Place to Work ® | | |
EXECUTIVE COMPENSATION HIGHLIGHTS
| 6 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | PROXY STATEMENT SUMMARY | |
| | Governance Highlights | | | ||||
| | Key Objectives and Approach | | | | • 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 • Stockholder Value Creation — Continue our commitment to maintaining the highest standards of corporate governance in promoting long-term value creation, transparency, and accountability to our stockholders | | |
| | Recent Highlights | | | | • Completed an initial stakeholder materiality assessment published in our 2022-2023 ESG Report and aligned our ESG program with certain UN Sustainable Development Goals • Amended our key policies, including our Code of Business Conduct and Corporate Governance Guidelines, in February 2024 to reflect key topical updates and additional policies in light of the growth of our business • Continued to enhance our internal processes and infrastructure, including with respect to third-party risk management and enterprise risk management, and added key human capital resources to our organization | | |
| | What’s New? | | | |||
| | 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: | | | |||
| | Environmental Sustainability | | | |||
| | • Updated disclosure regarding our sustainability initiatives at our corporate headquarters and golf courses — see pages 33-34 | | | • Updated disclosure regarding our tenants’ environmental sustainability programs and commitments — see page 37 | | |
| | Social Responsibility | | | |||
| | • Updated disclosure regarding our Human Capital Management programs and initiatives — see page 40 | | | • Enhanced disclosure on our corporate citizenship and charitable giving framework and 2023 activity — see page 41 | | |
| | Corporate Governance | | | |||
| | • Updated disclosure regarding our corporate polices, certain of which were amended in February 2024 — see pages 23-24 | | | • Enhanced disclosure regarding our Enterprise Risk Management framework and additional risk assessments — see page 29 | | |
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| PROXY STATEMENT SUMMARY | | | | |
| | | | 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 | | |
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VICI PROPERTIES INC. — 2024 PROXY STATEMENT | |
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Why am I receiving this Proxy Statement?
This Proxy Statement is furnished in connection with the solicitation
What am I being asked to vote on, and what are the Board of Directors’ voting recommendations?
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| At the Annual Meeting, stockholders will be asked to elect each of the director nominees to serve until the 2025 annual meeting of stockholders or until their respective successors are duly elected and qualified 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 were required by the Company’s charter or bylaws. Our Board of Directors, upon the recommendation of our Nominating and Governance Committee, has nominated James R. Abrahamson, Diana F. Cantor, Monica H. Douglas, Elizabeth I. Holland, Craig Macnab, Edward B. Pitoniak and Michael D. Rumbolz to serve as directors. Each of the nominated persons currently serves as a member of the Board of Directors and has consented to being named | |||
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Will any other matters be voted on?
The proposals set forth in this Proxy Statement constitute the only business thatand to serve as a director, if elected. If any nominee is unavailable for election or service, the Board of Directors intends to present at the Annual Meeting. The proxy does, however, confer discretionary authority uponmay designate a substitute nominee and the persons designated as proxy holders on the Proxy Card or their substitutes, towill vote on any other businessfor the substitute nominee recommended by the Board of Directors.
Who is entitled to vote at the Annual Meeting?
Only holders of recordeach of our common stock, or their duly appointed proxies,director nominees has the specific experience, qualifications, attributes, and skills necessary to serve as an effective director on our Board of the close of business on June 1, 2018, the record date for the Annual Meeting, are entitled to receive notice of and to vote at the Annual Meeting and all adjournments or postponements thereof. Our common stock constitutes the only class of securities entitled to vote at the meeting.
What are the voting rights of stockholders?
Each share of common stock outstanding on the record date entitles its holder to cast one vote on each matter to be voted on at the Annual Meeting.
Who can attend the Annual Meeting?
All holdersDirectors. A description of our common stock atprocess for identifying and evaluating director nominees, as well as our criteria for membership on our Board of Directors, is set forth under the close of business on June 1, 2018, the record date for the Annual Meeting, or their duly appointed proxies, are authorized to attend the Annual Meeting. Admission to the meeting will be on a first-come, first-served basis. If you attend the meeting, you may be asked to present valid photo
identification, such as a driver’s license or passport, before being admitted. Cameras, recording devicesheading “Corporate Governance Matters — Director Candidate Qualification and other electronic devices will not be permitted at the meeting.
Please also note that if you are the beneficial owner of shares of common stock held in “street name” (that is, through a bank, broker or other nominee), you will need to bring a copy of the brokerage statement reflecting your share ownership as of June 1, 2018.
What will constitute a quorum at the Annual Meeting?
The presence in person or by proxy of a majority of stockholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting as of June 1, 2018 will constitute a quorum, permitting the stockholders to conduct business at the Annual Meeting. As of the June 1, 2018 record date, there were 370,149,856 shares of common stock outstanding. If you have returned valid proxy instructions or if you hold your shares of common stock in your own name as a holder of record and attend the Annual Meeting in person, your shares will be counted for the purpose of determining whether there is a quorum. We will include abstentions and brokernon-votes in the calculation of the number of shares of common stock considered to be present at the meeting for purposes of determining the presence of a quorum at the meeting. If a quorum is not present, the Annual Meeting may be adjourned from time to time to a date not more than 120 days after June 1, 2018, by the vote of a majority of the shares of common stock represented at the Annual Meeting in person or by proxy until a quorum has been obtained.
How do I vote?
Voting in Person at the Annual MeetingSelection Process”. If you are a stockholder of record and attend the Annual Meeting, you may vote in person at the meeting. If you are the beneficial owner of shares of common stock held in “street name” (that is, through a bank, broker or other nominee), and you wish to vote in person at the Annual Meeting, you will need to bring a copy of the brokerage statement reflecting your share ownership as of June 1, 2018 and obtain a “legal proxy” from the bank, broker or other nominee that holds your common shares of record.
Voting by Proxy for Shares Registered Directly in the Name of the Stockholder. If you are a stockholder of record, you may instruct the proxy holders named in the Proxy Card how to vote your shares of common stock in one of the following ways:
Voting by Proxy for Shares Held in Street Name. If you are the beneficial owner of shares of common stock held in “street name” (that is, through a bank, broker or other nominee), then you should follow the instructions provided to you by your broker, bank or other nominee.
How many votes are required for the proposals to be approved?
Proposal 1(Election of Directors).
shares of common stock voted for a nominee must exceed the number of shares of common stock voted against that nominee. For purposes of the election of directors, abstentions and brokernon-votes (described below) will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.
Proposal 2 (Ratification of Appointment of Deloitte & Touche LLP). The affirmative vote of a majority of the votes cast is required for approval of the ratification of the appointment of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the year ending December 31, 2018, which is considered a routine matter (as discussed below). For purposes of the vote on this proposal, abstentions will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.
Proposal 3 (Advisory Vote on Executive Compensation). The affirmative vote of a majority of the votes cast is required for approval (on anon-binding advisory basis) of named executive officer compensation, commonly referred to as“Say-on-Pay.” For purposes of the vote on this proposal, abstentions and brokernon-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.
Proposal 4 (Advisory Vote on Frequency of Holding Advisory Votes on Executive Compensation). The affirmative vote of a majority of the votes cast is required for approval (on anon-binding advisory basis) of the frequency of holding a“Say-on-Pay” vote in the future. Since stockholders have several voting choices for this proposal, it is possible that no single choice will receive a majority of the votes cast. The option (every year, two years or three years) that receives the highest number of votes cast by stockholders will be the frequency for the advisory vote on executive compensation that has been selected, on anon-binding advisory basis, by the stockholders. For purposes of the vote on this proposal, abstentions and brokernon-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.
What are brokernon-votes?
Brokernon-votes occur when nominees, such as banks and brokers holding shares in “street” name on behalf of beneficial owners, do not receive voting instructions from the beneficial owners at least ten days before the Annual Meeting. If that happens, the nominees may vote those shares of common stock only on matters deemed “routine” by the NYSE, the exchange on which our shares of common stock are listed. Onnon-routine matters, nominees holding shares for a beneficial owner cannot vote without instructions from the beneficial owner, resulting in aso-called “brokernon-vote.”
Proposal 2 (Ratification of Appointment of Deloitte)
| | OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH DIRECTOR NOMINEE SET FORTH BELOW. | | |
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| PROPOSAL 1: ELECTION OF DIRECTORS | | | | |
However, brokernon-votes may arise in the context of Proposals 1, 3 and 4 (Election of Directors, Advisory Vote on Executive Compensation and Advisory Vote on Frequency of Holding Advisory Votes on Executive Compensation, respectively) because such proposals are considerednon-routine matters under the
NYSE rules. Consequently, if you do not give your broker specific voting instructions, your broker will not be able to vote on any of these proposals.
How are the Proxy Card votes counted?
If the accompanying Proxy Card is properly completed, signed and returned to us, and not subsequently revoked, it will be voted as directed by you. If the Proxy Card is submitted, but voting instructions are not provided, the proxy will be voted (i)“FOR” each ofbiographical information about the director nominees, (ii)“FOR”including the ratification of the appointment of Deloitte as the Company’s independent registered public accounting firm for the year ending December 31, 2018, (iii)“FOR” approval, on anon-binding advisory basis, of the compensation of the Company’s named executive officers, (iv)“EVERY YEAR”for the advisory vote on the frequency of holding stockholder advisory votes on named executive officer compensation, and (v) as recommended byspecific characteristics that led to our Board of Directors with regard to any other matters that may properly come before the Annual Meeting, or, if no such recommendation is given, in the discretion of the proxy holders.
May I change my vote after I submit my Proxy Card?
Yes. You may revoke a previously granted proxy at any time before it is exercised by any of the following actions:
If your shares of common stock are held on your behalf by a broker, bank or other nominee, you must contact them to receive instructions as to how you may revoke your proxy instructions.
Who pays the costs of soliciting proxies?
We will pay the cost of solicitation of proxies. In addition to the solicitation of proxies through the Internet or by mail, our directors, officers and employees may also solicit proxies in person, by telephone, electronically, by mail or other means, but they will not be specifically compensated for these services. We will also request persons, firms and corporations holding shares in their names or in the names of their nominees, which are beneficially owned by others, to send proxy materials to, and obtain proxies from, such beneficial owners.
We have retained D.F. King & Co., Inc. to provide services as proxy solicitor in connection with this Proxy Statement. We expect that such services, including fees and expenses, will be in the aggregate amount of approximately $11,500.
What should I do if I received more than one Notice of Availability?
There are circumstances under which you may receive more than one Notice of Availability. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each such brokerage account. In addition, if you are a stockholder of record and your shares are registered in more than one name, you will receive more than one Notice of Availability. Please authorize your proxy in accordance with the instructions of each Notice of Availability separately, since each one represents different shares that you own.
You should rely only on the information provided in this Proxy Statement. No person is authorized to give any information or to make any representation not contained in this Proxy Statement and, if given or made, you should not rely on that information or representation as having been authorized by us. You should not assume that the information in this Proxy Statement is accurate as of any date other than the date of this Proxy Statement or, where information relates to another date set forth in this Proxy Statement, then as of that date.
Our Board of Directors currently consists of eight 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 were required by the Company’s charter or bylaws.
At the Annual Meeting, stockholders will be asked to elect each of the director nominees to serve until the 2019 annual meeting of stockholders or until their successors are duly elected and qualified. Our Board of Directors, upon the recommendation of our Nominating and Governance Committee hasto conclude that each should be nominated James R. Abrahamson, Diana F. Cantor, Eugene I. Davis, Eric L. Hausler, Elizabeth I. Holland, Craig Macnab, Edward B. Pitoniak and Michael D. Rumbolz to serve as directors. Each of the nominated persons currently serves as a member of the Board of Directors and has consented to being named in this Proxy Statement and to serve as a director, if elected. Each of Messrs. Abrahamson, Davis, Hausler, Macnab and Pitoniak have served as directors since October 6, 2017, the effective date of the Third Amended Joint Plan of Reorganization of Caesars Entertainment Operating Company, Inc., et al. (the “Plan of Reorganization”) and the formation date of the Company (the “Formation Date”). If any nominee is unavailable for election or service, the Board of Directors may designate a substitute nominee and the persons designated as proxy holders on the Proxy Card will vote for the substitute nominee recommended by the Board of Directors.
We believe that each of our director nominees has the specific experience, qualifications, attributes, and skills necessary to serve as an effective director on our Board of Directors. A description of our process for identifying and evaluating director nominees, as well as our criteria for membership on our Board of Directors, is set forth under the heading “Corporate Governance and Board of Directors Matters—Consideration of Director Candidates.”
Nominees for Election as Directors
The following table and biographical descriptions set forth certain information with respect to each nominee for election as a director at the Annual Meeting. The biographical information includes the specific experience, qualifications, attributes and skills that led to the conclusion by our Board of Directors that such person should serve as a director.
| | JAMES R. ABRAHAMSON Former Chairman and Chief Executive Officer of Interstate Hotels & Resorts Independent Age: 68 Director Since: October 2017 Board Role: Chair Industry Experience: • Entertainment, Lodging and/or Hospitality • Gaming • REITs/Real Estate • International | | | | | | ||||||||||
| Biographical Information • Serves as an independent director of BrightView Holdings Inc. (NYSE: BV), the largest provider of commercial landscape design and maintenance services in the United States, since 2015 and served as interim President and Chief Executive Officer from June through September 2023. • Served as Board Chair of Interstate Hotels & Resorts (“Interstate”) from October 2016, the leading global hotel management company, until the sale of Interstate to Aimbridge Hospitality in October 2019. Previously served as Interstate’s Chief Executive Officer from 2011 to March 2017. • Served as an independent director of CorePoint Lodging Inc., a leading mid-scale REIT comprised of over 100 hotels, from its launch in 2018 until its sale to a joint venture between affiliates of Highgate Hotels, L.P. and Cerberus Capital Management, L.P. in March 2022; as independent director at LaQuinta Holdings (NYSE: LQ) from 2015 until its sale in 2018; and as an executive director of the Board of Directors of Intercontinental Hotels Group (LON: IHG) in 2010 and • Previously held senior leadership positions with InterContinental Hotels Group (LON: IHG), Hyatt Corporation (NYSE: H), Marcus Corporation (NYSE: MCS) and Hilton Worldwide (NYSE: HLT) and served as President of the Marriott International National Association owners’ organization in 2017 and 2018; as Board Chair of the American Hotel and Lodging Association in 2015 and 2016; and as Board Chair of the U.S. Travel Association in 2013 and 2014. • Holds a degree in Business Administration from the University of Minnesota. | | | | | ||||||||||||
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Mr. Abrahamsonis Chairman of Interstate Hotels & Resorts (“Interstate”), the leading U.S.-based global hotel management company comprising over 500 hotels. He previously served as Interstate’s Chief Executive Officer from 2011 to March 2017; he was named to the additional position of Chairman in October 2016. Mr. Abrahamson served as an independent director at La Quinta Holdings, Inc. (NYSE: LQ) from November 2015 to May 2018, and has served as a director of CorePoint Lodging (NYSE:CPLG), a REIT comprised of over 300 hotels, since it was spun out of La Quinta Holdings, Inc. at the end of May 2018. Mr. Abrahamson is also an independent director at BrightView Corporation (a private company). Prior to joining Interstate in 2011, Mr. Abrahamson also held senior leadership positions with InterContinental Hotels Group (NYSE: IHG), Hyatt Corporation, Marcus Corporation and Hilton Worldwide. At IHG, where he served from 2009 to 2011, he served as President of the Americas division and, from 2010 to 2011, as executive director. At Hyatt, which he joined in 2004, he was Head of Development for the Americas division. At Marcus, where he served from 2000 to 2004, Mr. Abrahamson was President of the Baymont Inn and Suites and Woodfield Suites hotels division consisting of approximately 200 properties, both owned and franchised. At Hilton, where he served from 1988 to 2000, Mr. Abrahamson oversaw the Americas region franchise division for all Hilton brands and launched the Hilton Garden Inn brand. Mr. Abrahamson currently serves as president of the Marriott International National Association owners’ organization and has served as national board chair of the American Hotel and Lodging Association in 2015 and 2016 and as national board chair of the U.S. Travel Association in 2013 and 2014. He holds a degree in Business Administration from the University of Minnesota.
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| | | | • Capital Markets / M&A / Inv. Banking • Finance / Accounting • Govt. Relations / Legal and Regulatory / Public Policy • Risk Oversight and Management | | | • Strategic Planning and Leadership • Other Public Company Board Experience • CEO / Executive Management • Human Capital Management | | | | | | • Executive Compensation • Environmental Sustainability • Social Responsibility • Corporate Governance | |
| | DIANA F. CANTOR Partner, Alternative Investment Management, LLC Independent Age : 66 Director Since: May 2018
Board Committees: Audit (Chair) Nominating and Industry Experience: • Consumer Discretionary • Entertainment, Lodging and/or Hospitality • REITs/Real Estate • International • Technology | | | | | | Biographical Information • Partner and member of the Board of Managers of Alternative Investment Management, LLC, an independent, privately-held investment firm with a focus on private equity and hedge funds since January 2010. • Serves on the Board of Directors of Domino’s Pizza, Inc. (NYSE: DPZ) since October 2005 and the Board of Directors of Universal Corporation (NYSE: UVV) since 2012. • Serves on the Board of Directors of the VCU Health System Authority (where she chairs the Investment and Debt Committee), as well as Mauser Packaging Solutions and SCP Retirement Services (both private companies). • Previously served on the Boards of Directors of Media General Inc., Revlon, Inc., Vistage International, Inc., Knowledge Universe Education LLC, Edelman Financial Services, LLC (previously The Edelman Financial Group Inc. (NASDAQ: EF)), Adore Me, and Service King Body and Paint LLC. • Former Chairman and served for 10 years as a Trustee of the Virginia Retirement System, where she served on the Audit and Compliance Committee. Served as a Managing Director with New York Private Bank and Trust from January 2008 through the end of 2009; as founding Chief Executive Officer of the Virginia College Savings Plan, the state’s 529 college savings program, from 1996 to 2008; and as Vice President of Richmond Resources, Ltd. from 1990 through 1996, and as Vice President of Goldman, Sachs & Co. from 1985 to 1990. • Certified Public Accountant. Holds a J.D. from New York University School of Law, an MBA from the University of Miami and a B.S. in Accounting from the University of Florida. | | | | | | |||||||||
| | | | Experience, Qualifications, Attributes and Skills Ms. Cantor possesses extensive financial skills and experience and brings to the Board of Directors an important financial perspective. Ms. Cantor also provides valuable consumer product and marketing knowledge, as well as significant public company directorship experience, |
Ms. Cantor has served as a member of our Board of Directors since May 2018. Ms. Cantor is currently a partner with Alternative Investment Management, LLC, an independent, privately-held investment firm with a focus on private equityvaluable perspective to our Company and hedge funds – a position she has held since January 2010. She is the Vice Chairman of the Virginia Retirement System, where she also serves on the Audit and Compliance Committee. Ms. Cantor was a Managing Director with New York Private Bank and Trust from January 2008 through the end of 2009. Ms. Cantor served as founding Executive Director of the Virginia College Savings Plan, the state’s 529 college savings program, from 1996 to January 2008. Ms. Cantor served seven years as Vice President of Richmond Resources, Ltd. from 1990 through 1996, and as Vice President of Goldman, Sachs & Co. from 1985 to 1990. Ms. Cantor is a Certified Public Accountant. Ms. Cantor has served on the Board of Directors of Domino’s Pizza, Inc. (NYSE: DPZ) since October 2005 and the Board of Directors of Universal Corporation (NYSE: UVV) since 2012, and continues to serve on both. She previously served on the Boards of Directors of Media General Inc., Revlon, Inc., Vistage International, Inc., Knowledge Universe Education LLC, Edelman Financial Services, LLC (previously The Edelman Financial Group Inc. (NASDAQ: EF)), and Service King Body and Paint LLC. Ms. Cantor earned a Juris Doctor degree from New York University School of Law, a Master of Business Administration degree from the University of Miami and a Bachelor of Science degree in Accounting from the University of Florida.
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Mr. Davis currently serves as the Chairman and Chief Executive Officer of PIRINATE Consulting Group, LLC, a privately held consulting firm specializing in turnaround management, merger and acquisition consulting, hostile and friendly takeovers, proxy contests and strategic planning advisory services for domestic and international public and private business entities. Since forming PIRINATE in 1997, Mr. Davis has advised, managed, sold, liquidated and served as a chief executive officer, chief restructuring officer, director, chairman or committee chairman of a number of businesses operating in diverse sectors. Mr. Davis currently serves as Chairman of the Board of Atlas Iron Limited, which has executed definitive documentation to be acquired by Mineral Resources, however, Mr. Davis does not intend to serve on the board of Atlas Iron Limited after the consummation of the acquisition by Mineral Resources. Mr. Davis also serves as aCo-Chairman of the Board of Verso Corporation and a director of Titan Energy, LLC, as well as certain private,non-SEC reporting companies. He was the President, Vice Chairman and a director of Emerson Radio Corporation, a consumer electronics company, from 1990 to 1997 and was the Chief Executive Officer and Vice Chairman of Sport Supply Group, Inc., a direct-mail marketer of sports equipment, from 1996 to 1997. Mr. Davis began his career in 1980 as an attorney and international negotiator with Exxon Corporation and Standard Oil Company (Indiana) and was in private practice from 1984 to 1998. During the past five years, Mr. Davis has been a director of the following public or formerly public companies: ALST Casino Holdco, LLC; Atlas Air Worldwide Holdings, Inc.; The Cash Store Financial Services, Inc.; Dex One Corp.; Genco Shipping & Trading Limited, Global Power Equipment Group, Inc.; Goodrich Petroleum Corp.; Great Elm Capital Corp.; GSI Group, Inc.; Hercules Offshore, Inc.; HRG Group, Inc.; Knology, Inc.; SeraCare Life Sciences, Inc.; Spansion, Inc.; Spectrum Brands Holdings, Inc.; U.S. Concrete, Inc. and WMIH Corp. Mr. Davis earned a Juris Doctor degree from Columbia University’s School of Law, a Master of International Affairs from Columbia University’s School of International and Public Affairs and a Bachelor of Arts from Columbia University.
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| | | | • Capital Markets / M&A / Inv. Banking • Finance / Accounting • Govt. Relations / Legal and Regulatory / Public Policy • Risk Oversight and Management | | | • Strategic Planning and Leadership • Other Public Company Board Experience • CEO / Executive Management • Human Capital Management | | | | | | • Executive Compensation • Environmental Sustainability • Social Responsibility • Corporate Governance • Cybersecurity / IT | |
| 10 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | PROPOSAL 1: ELECTION OF DIRECTORS | |
| | MONICA H. DOUGLAS General Counsel for The Coca-Cola Company Independent Age : 51 Director Since: February 2020 Board Committees: Compensation Industry Experience • Consumer Discretionary • International | | | | | | Biographical Information • Serves as General Counsel for The Coca-Cola Company, a global brand and • Serves on the Board of Directors of Junior Achievement USA, an organization that provides programs for children in kindergarten through twelfth grade, which fosters work readiness, entrepreneurship and financial literacy skills; the Board of Directors of Jack and Jill of America, Inc., a membership organization of mothers with children ages two through nineteen, dedicated to nurturing future African American leaders by strengthening children through leadership development, volunteer service, philanthropic giving and civic duty; and the Board of Directors of Cool Girls, Inc., an organization dedicated to the self-empowerment of girls. • Holds a J.D. from Stanford Law School, and a B.A. from the University of Michigan. | | | | | | |||||||||
| | | | Experience, Qualifications, Attributes and Skills Ms. Douglas possesses extensive | | |||||||||||||||||
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| | | | • Govt. Relations / Legal and • Risk Oversight and Management | | | • Strategic Planning and Leadership • Environmental Sustainability • Social Responsibility | | | | | | • Corporate Governance • Cybersecurity / IT | |
| | ELIZABETH I. HOLLAND Chief Executive Officer, Abbell Credit Corporation and Abbell Associates, LLC Independent Age: 58 Director Since: January 2018 Board Committees: Audit Nominating and Governance (Chair) Industry Experience: • Entertainment, Lodging and/or Hospitality • REITs/Real Estate • Technology | | | | | | Biographical Information • Serves as Chief Executive Officer of Abbell Credit Corporation and Abbell Associates, LLC, a more than 80 year-old privately held real estate acquisition, development and management company with a portfolio of shopping center, office and enclosed mall properties, since 1997; and as Chief Executive Officer of Consortial Technologies, LLC, a privately held software development company. • Serves as an independent trustee of Federal Realty Investment Trust (NYSE: FRT), a leading shopping center REIT since January 2017. • Active member of the International Council of Shopping Centers (“ICSC”), serving as the organization’s Chairman from 2016 to 2017, Vice Chairman from 2015 to 2016, and currently serves on the Board of Trustees. Member of the Urban Land Institute and its CRC Blue Flight Council. • 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 Brooklyn Law School and a B.A. from Hamilton College. |
Mr. Hausler currently serves on the board of directors of The Alter Companies. Mr. Hauslerheld the position of Chief Executive Officer of Isle of Capri Casinos, Inc. (NYSE: ISLE), a developer, owner and operator of branded gaming facilities and related dining, lodging and entertainment facilities in regional markets in the United States, from April 2016 to May 2017. Prior to that, Mr. Hausler served as ISLE’s Chief Financial Officer from 2014 to 2016, as its Chief Strategic Officer from 2011 to 2014, and as its Senior Vice President, Strategic Initiatives from 2009 to 2011. Mr. Hausler retired from ISLE in May 2017 immediately following the company’s merger with Eldorado Resorts. From 2006 to 2009, Mr. Hausler served as Senior Vice President of Development for Trump Entertainment Resorts, Inc., which filed for Chapter 11 bankruptcy in February 2009. From 2005 to 2006, Mr. Hausler served as Managing Director in Fixed Income Research, covering the gaming, lodging and leisure industries for Bear Stearns & Co. Inc. From 2003 to 2005, Mr. Hausler was a Senior Equity Analyst for Susquehanna Financial Group covering the gaming industry. Mr. Hausler also held positions in equity research covering the gaming, lodging and leisure industries at Bear Stearns & Co. Inc. and Deutsche Bank Securities Inc. from 1999 to 2003. Prior to working in securities research, from 1996 to 1999, Mr. Hausler worked for the New Jersey Casino Control Commission. Mr. Hausler holds a Bachelor’s degree from Binghamton University and a Master’s degree from the New Jersey Institute of Technology.
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Ms. Holland’s retail real estate expertise and experience as Chairman of ICSC provide valuable and |
Ms. Holland is the Chief Executive Officer of Abbell Credit Corporation and Abbell Associates, LLC, a77-year-old private real estate acquisition, development and management company with a portfolio of shopping center, office and enclosed mall properties. She has held these roles since 1997. Prior to joining Abbell Associates, Ms. Holland was a senior staff attorney on the National Bankruptcy Review where she was a member of a Congressional commission charged with making recommendations to Congress for bankruptcy code reform. Prior to that, she was a restructuring and business reorganization attorney at Skadden, Arps, Slate, Meagher & Flom LLP in New York City. Ms. Holland was also a fixed income portfolio manager. Ms. Holland is an independent trustee of Federal Realty Investment Trust, a leading shopping center REIT. She is an active member of the International Council of Shopping Centers (“ICSC”) serving as the organization’s Chairman from 2016 to 2017, Vice Chairman from 2015 to 2016, and currently serves on the Executive Board and the Board of Trustees. She is also a member of the Real Estate Roundtable and the Urban Land Institute and its CRC Blue Flight Council. Ms. Holland earned a Juris Doctor degree from Brooklyn Law School and a Bachelor of Arts degree from Hamilton College.
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| | | | Skills/Qualifications | | |||||||||
| | | | • Capital Markets / M&A / Inv. Banking • Finance / Accounting • Govt. Relations / Legal and Regulatory / Public Policy • Risk Oversight and Management | | | • Strategic Planning and Leadership • Other Public Company Board Experience • CEO / Executive Management • Human Capital Management | | | | | | • Executive Compensation • Corporate Governance | |
| | | | | | 11 | |
| PROPOSAL 1: ELECTION OF DIRECTORS | | | | |
| | CRAIG MACNAB Former Chairman and Chief Executive Officer, National Retail Properties, Inc. Independent Age : 68 Director Since: October 2017 Board Committees: Audit Compensation (Chair) Industry Experience • Entertainment, Lodging and/or Hospitality • REITs/Real Estate • International • Technology | | | | | | Biographical Information • Held the position of Chairman and • Serves as an independent director of Independence Realty Trust (NYSE: IRT) since February 2024 and American Tower Corporation (NYSE: AMT) since 2014. • Served as a director of Cadillac Fairview Corporation (a private company) from September 2011 through December 2022 and Forest City Realty Trust (NYSE: FCEA) from 2017 to 2018, Eclipsys Corporation from 2008 to 2014, and DDR Corp. (NYSE: DDR) from 2003 to 2015. • Served as Chief Executive Officer and President of JDN Realty, a publicly traded real estate investment trust, from 2000 to 2003. • Holds a Bachelor’s degree in Economics and Accounting from the University of the Witwatersrand and an MBA from Drexel University. | | | | | | |||||||||
| | | | Experience, Qualifications, Attributes and Skills Mr. Macnab brings to our Company and Board of Directors extensive financial, strategic and management experience leading a publicly held REIT in the retail sector, as well as |
Mr. Macnab held the position of Chairman and Chief Executive Officer of National Retail Properties, Inc. (NYSE: NNN), a real estate investment trust that acquires, owns, invests in and develops properties that are leased primarily to retail tenants, since 2008 (with his service as Chief Executive Officer beginning in 2004). Mr. Macnab retired from NNN in April 2017. Mr. Macnab is an independent director of Cadillac Fairview Corporation (a private company), since 2011 and of American Tower Corporation (NYSE: AMT), since 2014 and served as a director of Eclipsys Corporation from 2008 to 2014. Mr. Macnab also served as a director of DDR Corp. (NYSE: DDR), a real estate investment trust, from 2003 to 2015. Mr. Macnab holds a Bachelor’s degree in Economics and Accounting from the University of the Witwatersrand and a Master of Business Administration from Drexel University.
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| | | | Skills/Qualifications | | |||||||||
| | | | • Capital Markets / M&A / Inv. Banking • Finance / Accounting • Govt. Relations / Legal and Regulatory / Public Policy • Risk Oversight and Management | | | • Strategic Planning and Leadership • Other Public Company Board Experience • CEO / Executive Management | | | | | | • Human Capital Management • Executive Compensation • Corporate Governance | |
| | EDWARD B. PITONIAK Chief Executive Officer, VICI Properties Inc. Age : 68 Director Since: October 2017 Board Committees: None Industry Experience • Consumer Discretionary • Entertainment, Lodging and/or Hospitality • REITs/Real Estate • International | | | | | | Biographical Information • Appointed as our Chief Executive Officer on October 6, 2017. • Served as Vice Chairman of Realterm, a private equity real estate manager based in Annapolis, Maryland, that invests in logistics real estate, from January 2015 to July 2017. • Served as an independent director on the board of directors of Ritchie Bros. Auctioneers Incorporated (NYSE: RBA), a global asset management and • Served as Chairman and Trustee of InnVest, a publicly listed REIT, from February 2015 to August 2016, when the REIT was sold and taken private, and served as Managing Director, Acting Chief Executive Officer and Trustee of InnVest from April 2014 to February 2015, where he was responsible for recapitalizing the REIT and transitioning its management function from an external, third-party management model to an internal management model. • Served as President and Chief Executive Officer and Director of bcIMC Hospitality Group, a hotel property and brand ownership entity (formerly a public income trust called Canadian Hotel Income Properties Real Estate Investment Trust (“CHIP”)), where he was employed from 2004 to his retirement in 2009. As Chief Executive Officer of CHIP, he led the company to four consecutive years of total return leadership among Canadian hotel REITs, and then to a sale in 2007. Mr. Pitoniak was also a member of CHIP’s Board of Trustees before it went private. • Prior to joining CHIP, served as a Senior Vice President at Intrawest Corporation, a ski and golf resort operator and developer, for nearly eight years. Before Intrawest, spent nine years with Times Mirror Magazines, where he served as editor-in-chief and associate publisher with Ski Magazine. • Holds a B.A. from Amherst College. | | | | | | |||||||||
| | | | Experience, Qualifications, Attributes and Skills Mr. Pitoniak provides our Board of Directors with valuable experience in the hospitality, entertainment and real estate industries and, in particular, with respect to publicly held REITs. Our Company and our Board of Directors also benefit from Mr. Pitoniak’s extensive previous |
Mr. Pitoniak was appointed as our chief executive officer on the Formation Date. Mr. Pitoniak served as Vice Chairman of Realterm, a private equity real estate manager based in Annapolis, Maryland, that invests in logistics real estate, from January 2015 to July 2017. Mr. Pitoniak has served as an independent director on the board of directors of Ritchie Bros. Auctioneers Incorporated, a NYSE-listed global asset management and disposition company from July 2006 to the present. Mr. Pitoniak served as Managing Director, Acting Chief Executive Officer and Trustee of InnVest, a publicly listed REIT, from April 2014 to February 2015, where he was responsible for recapitalizing the REIT and transitioning its management function from an external, third-party management model, to an internal management model. He then served as Chairman and Trustee of InnVest from February 2015 to August 2016, when the REIT was sold and taken private. He also served as a director of Regal Lifestyle Communities (TSE: RLC), a Canadian seniors housing real estate owner and operator, from 2012
until its sale in 2015. Mr. Pitoniak retired in 2009 from the position of President and Chief Executive Officer and Director of bcIMC Hospitality Group, a hotel property and brand ownership entity (formerly a public income trust called Canadian Hotel Income Properties Real Estate Investment Trust (“CHIP”)), where he was employed from 2004 to 2009. As Chief Executive Officer of CHIP, he led the company to four consecutive years of total return leadership among Canadian hotel REITs, and then to a sale in 2007. Mr. Pitoniak was also a member of CHIP’s Board of Trustees before it went private. Prior to joining CHIP, Mr. Pitoniak was a Senior Vice-President at Intrawest Corporation, a ski and golf resort operator and developer, for nearly eight years. Before Intrawest, Mr. Pitoniak spent nine years with Times Mirror Magazines, where he served aseditor-in-chief and associate publisher with Ski Magazine. Mr. Pitoniak has a Bachelor of Arts degree from Amherst College.
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| | | | Skills/Qualifications | | |||||||||
| | | | • Capital Markets / M&A / Inv. Banking • Risk Oversight and Management • Strategic Planning and Leadership | | | • Other Public Company Board Experience • CEO / Executive Management • Human Capital Management • Executive Compensation | | | | | | • Environmental Sustainability • Social Responsibility • Corporate Governance | |
| 12 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | PROPOSAL 1: ELECTION OF DIRECTORS | |
| | MICHAEL D. RUMBOLZ Executive Chairman of the Board of Directors, Everi Holdings Inc. Independent Age : 69 Director Since:
Board Committees: Compensation Nominating and Industry Experience: • Consumer Discretionary • Entertainment, Lodging and/or Hospitality • Gaming • International • Technology | | | | | | Biographical Information • Serves as Executive Chairman of the Board of Directors of Everi Holdings Inc. (NYSE: EVRI), a developer of gaming products and services since April 2022. Previously served in numerous positions at Everi Holdings, including Chairman of the Board of Directors and Chief Executive Officer from March 2020 to April 2022 and President and Chief Executive Officer from May 2016 through March 2020. • Serves as an independent director of Seminole Hard Rock Entertainment, LLC since 2008 and as the Chairman of the American Gaming Association since January 2024. • Served as Chairman of the Board of Directors of Employers Holdings, Inc. (NYSE: EIG), from 2005 until May 2020, and as Chairman and Chief Executive Officer of Cash Systems, Inc., a provider of cash access services to the gaming industry, from 2005 until 2008 when Cash Systems, Inc. was acquired by Everi Holdings. • Served as former Vice Chairman of the Board of Casino Data Systems until it was sold in 2001, President and CEO of Anchor Gaming from 1995 to 2000, Director of Development for Circus Enterprises (later Mandalay Bay Group) from 1992 to 1995, and President of Casino Windsor at the time of its opening in Windsor, Ontario in 1995. • 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 Chairman of the Nevada Gaming Control Board from 1985 through 1988 and as former Chief Deputy Attorney General of the State of Nevada. • Inducted into the American Gaming Association’s Gaming Hall of Fame Class of 2022 in recognition of his contributions to the gaming industry over the past 40 years. • Holds a B.A. in political science from the University of Nevada – Las Vegas and a J.D. from the University of Southern California. | | | | | | |||||||||
| | | | Experience, Qualifications, Attributes and Skills Mr. Rumbolz’s experience in the highly regulated gaming industry, both as an operator and as a regulator, | | |||||||||||||||||
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| | | | • Capital Markets / M&A / Inv. Banking • Finance / Accounting • Govt. Relations / Legal and Regulatory / Public Policy • Risk Oversight and Management | | | • Strategic Planning and Leadership • Other Public Company Board Experience • CEO / Executive Management • Human Capital Management • Executive Compensation | | | | | | • Environmental Sustainability • Social Responsibility • Corporate Governance • Cybersecurity / IT | |
Mr. Rumbolz is Director, President and Chief Executive Officer of Everi Holdings Inc. (NYSE: EVRI), a developer of gaming products and services, Chairman of the Board of Directors of Employers Holding, Inc. (NYSE: EIG), and an independent director of Seminole Hard Rock Entertainment, LLC. Mr. Rumbolz served as Chairman and Chief Executive Officer of Cash Systems, Inc., a provider of cash access services to the gaming industry, from 2005 until 2008 when Cash Systems, Inc. was acquired by Everi. Mr. Rumbolz also has 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 Chairman of the Nevada Gaming Control Board from 1985 through 1988. Mr. Rumbolz was also the former Vice Chairman of the Board of Casino Data Systems until it was sold in 2001, was the President and CEO of Anchor Gaming from 1995 to 2000, was the director of Development for Circus Circus Enterprises (later Mandalay Bay Group) from 1992 to 1995, and was the President of Casino Windsor at the time of its opening in Windsor, Ontario in 1995. In addition, Mr. Rumbolz is the former Chief Deputy Attorney General of the State of Nevada. Mr. Rumbolz earned a Bachelor of Arts degree in political science from the University of Nevada – Las Vegas and a Juris Doctor degree from the University of Southern California.
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| PROPOSAL 1: ELECTION OF DIRECTORS | | | | |
| Director | | | Board of Directors | | | Audit Committee | | | Compensation Committee | | | Nominating and Governance Committee | |
| James R. Abrahamson(1) | | | | | — | | | — | | | — | | |
| Diana F. Cantor* | | | | | | | — | | | | |||
| Monica H. Douglas | | | | | — | | | | | — | | ||
| Elizabeth I. Holland* | | | | | | | — | | | | |||
| Craig Macnab* | | | | | | | | | — | | |||
| Edward B. Pitoniak(2) | | | | | — | | | — | | | — | | |
| Michael D. Rumbolz | | | | | — | | | | | | |||
| Number of Meetings Held in 2023 | | | 6 | | | 4 | | | 5 | | | 4 | |
| | | Board/Committee Chair | | | | | Board/Committee Member | |
| 14 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | PROPOSAL 1: ELECTION OF DIRECTORS | |
| | | | | | | | | | | | | |||||||||
| | 2023 Annual Meeting of Stockholders Attendance | | | | | | | | 2023 Board and Committee Meeting Attendance | | | |||||||||
| | | | | | | | | | | | | | | | | |||||
| | | | Board of Directors | | | Audit Committee | | | Compensation Committee | | | Nominating and Governance Committee | | |
| | | | | | 15 | |
| PROPOSAL 1: ELECTION OF DIRECTORS | | | | |
| | | Director Candidate Qualification and Selection Process | |
| 16 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | PROPOSAL 1: ELECTION OF DIRECTORS | |
| | | Director Onboarding, Education and Engagement | |
| | | | | | 17 | |
| PROPOSAL 1: ELECTION OF DIRECTORS | | | | |
| | | Annual Board, Committee and Director Evaluation Process | |
| 18 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | PROPOSAL 1: ELECTION OF DIRECTORS | |
| | | Director Retirement and Refreshment | |
| | | | | | 19 | |
| Compensation Component | | | Amount | | ||||||
| Annual Retainer | | | $275,000 • ~64% ($175,000) payable in restricted common stock(1) • ~36% ($100,000) payable in cash | | ||||||
| Additional Annual Retainers | | | | | | | | | | |
| Independent Chair of the Board Annual Retainer | | | | $ | 120,000 | | | | | | | | | | | | | | |
| | | | Audit Committee | | | Compensation Committee | | | Nominating and Governance Committee | | |||||||||
| Committee Chair Annual Retainer | | | $40,000 | | | | $ | 25,000 | | | | | $ | 20,000 | | | |||
| Committee Member Annual Retainer | | | $20,000 | | | | $ | 10,000 | | | | | $ | 10,000 | | | |||
| Each director may elect, before the year in which such election is to be effective, whether to receive the additional annual retainers for Board and committee service for that year in cash, equity or a combination thereof. In addition, our directors may elect to defer some or all of their compensation pursuant to a deferral plan, consistent with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended from time to time. | |
| Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards(1) ($) | | | Total ($) | | |||||||||
| James R. Abrahamson | | | | $ | 160,000 | | | | | $ | 235,000 | | | | | $ | 395,000 | | |
| Diana F. Cantor | | | | $ | 100,000 | | | | | $ | 225,000 | | | | | $ | 325,000 | | |
| Monica H. Douglas | | | | $ | 104,000 | | | | | $ | 181,000 | | | | | $ | 285,000 | | |
| Elizabeth I. Holland | | | | $ | 116,000 | | | | | $ | 199,000 | | | | | $ | 315,000 | | |
| Craig Macnab | | | | $ | 100,000 | | | | | $ | 220,000 | | | | | $ | 320,000 | | |
| Michael D. Rumbolz | | | | $ | 100,000 | | | | | $ | 195,000 | | | | | $ | 295,000 | | |
| 20 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| 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-Evaluations. The Board of Directors and each committee annually conduct a comprehensive self-evaluation 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 SEC. | | | | | | No Option Trading or Short Selling of Our Securities. None of our directors and officers are permitted to trade in options, warrants, puts and calls or similar instruments on Company securities or sell Company securities “short”. | | ||
| | | 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. | |
| | | | | | 21 | |
| CORPORATE GOVERNANCE MATTERS | | | | |
| 2023+ | |
| • Amended our Code of Business Conduct and Corporate Governance Guidelines to reflect key topical updates and additional policies • Published our comprehensive annual 2022-2023 ESG Report, including TCFD and SASB-aligned disclosure • Amended our Audit Committee, Compensation Committee and Nominating and Governance Committee charters to reflect evolving trends and best practices and clarify key areas of committee oversight • Amended our Incentive Compensation Clawback Policy in accordance with NYSE listing requirements and SEC rulemaking | |
| 2022 | |
| • Amended our bylaws to implement proxy access on market-standard terms in furtherance of our commitment to stockholder-friendly best practices following our inclusion in the S&P 500 in June 2022 • Amended our Related Party Transactions Policy in accordance with NYSE listing requirements • Amended our Executive Officer and Director stock ownership guidelines to reflect leading market practice, including increasing our CEO’s ownership threshold to six times base salary and our directors’ ownership threshold to five times their annual base cash retainer, as well as to exclude unearned performance-based equity from the calculation • Formed the VICI Management Committee (the “Management Committee”) in the first half of 2022, which works closely with executive leadership to enhance our operations, maintain and enrich our company culture and guide the execution of our strategic priorities • Published our comprehensive annual 2021-2022 ESG Report, including TCFD-aligned disclosure with respect to our climate change strategy, governance, risk management and targets | |
| 2021 | |
| • Amended our Audit Committee, Compensation Committee and Nominating and Governance Committee charters to reflect evolving trends and best practices and clarify key areas of committee oversight • Amended our Code of Business Conduct, Corporate Governance Guidelines, and Corporate Social Responsibility Policy to reflect key topical updates and existing practices of the Company • Refreshed our Committee membership and leadership in April 2021, rotating certain committee assignments and appointing a new Nominating and Governance Committee Chair • Published our first comprehensive annual 2020-2021 ESG Report | |
| 2020 | |
| • Adopted a majority voting standard for stockholder bylaw amendments in 2020 • Adopted enhanced guiding principles for director continuing education in 2020 • Established task force to advance goal of maintaining a diverse and inclusive workplace | |
| 22 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | CORPORATE GOVERNANCE MATTERS | |
| | CORPORATE GOVERNANCE GUIDELINES | | |
| | CODE OF BUSINESS CONDUCT | | |
| | | | | | 23 | |
| CORPORATE GOVERNANCE MATTERS | | | | |
| | CORPORATE SOCIAL RESPONSIBILITY POLICY | | |
| | POLITICAL CONTRIBUTION POLICY | | |
| 24 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | CORPORATE GOVERNANCE MATTERS | |
| | WHISTLEBLOWER POLICY & HOTLINE | | |
| | RESPONSIBLE SUPPLIER PRINCIPLES | | |
| | Where to Find our Corporate Governance Documents | | | |||
| | | | You are encouraged to visit our website at https://investors.viciproperties.com/environmental-social-and-governance/corporate-governance/#governance-documents to view or obtain copies of our articles of incorporation and bylaws, committee charters, and certain corporate policies, including our Code of Business Conduct. The information found on, or accessible through, our website is not incorporated into, and does not form a part of, this Proxy Statement or any other report or document we file with or furnish to the SEC. You may also obtain, free of charge, a copy of each of these documents by directing your request in writing to Secretary, VICI Properties Inc., 535 Madison Avenue, New York, New York 10022. 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 2023: 4 2023 Committee Member Attendance: 100% | | | Diana F. Cantor (Chair) | | | Elizabeth I. Holland | | | Craig Macnab | | |
| | Roles and Responsibilities: • Reviews the integrity of our financial statements and financial reporting processes; • Monitors our compliance with legal and regulatory requirements, including applicable gaming regulations; • Oversees the performance of our internal audit function; • Evaluates the qualifications, independence and performance of our independent auditor; • Reviews our continued qualification as a REIT; • Oversees, in connection with the Board, our enterprise risk assessment and management programs; • Reviews and receives reports regarding our cybersecurity and information technology risk exposures; • Maintains oversight of our independent auditor, including each annual audit and quarterly review; and • Establishes and maintains our internal audit controls. | | | |||||||||
| | Our Board of Directors has determined that all members of our Audit Committee qualify as an “audit committee financial expert” as defined in Item 407(d)(5) of SEC Regulation S-K. | | |
| | COMPENSATION COMMITTEE Fully Independent Meetings Held in 2023: 5 2023 Committee Member Attendance: 100% | | | Craig Macnab (Chair) | | | Monica H. Douglas | | | Michael D. Rumbolz | | |
| | Roles and Responsibilities: • Reviews and approves the compensation and benefits of our executive officers, non-executive employees and directors; • Administers and makes recommendations to our Board of Directors regarding approval of our incentive compensation and equity-based plans; • Produces an annual report on executive compensation and annual compensation committee report; • Periodically reviews our general employee compensation philosophy to ensure it is appropriate and does not incentivize unnecessary risk-taking; • Periodically reviews our human capital management programs, including those relating to employee compensation practices, employee benefits, and employee recruitment and retention; • Administers our incentive compensation clawback policy; and • Engages 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 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | CORPORATE GOVERNANCE MATTERS | |
| | NOMINATING AND GOVERNANCE COMMITTEE | | | Elizabeth I. Holland (Chair) | | | Diana F. Cantor | | | Michael D. Rumbolz | | |
| | Fully Independent Meetings Held in 2023: 4 2023 Committee Member Attendance: 100% | | ||||||||||
| | Roles and Responsibilities: • Establishes criteria for prospective members of our Board of Directors, conducts candidate searches and interviews, and formally proposes the slate of directors to be elected at each annual meeting of our stockholders; • Develops and recommends 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; • Reviews periodically our corporate governance documents and makes recommendations, as appropriate, to the Board of Directors of amendments and modifications; • Makes recommendations to the Board of Directors as to the membership of committees of the Board of Directors, including a chair for each committee; • Oversees and evaluates our Board of Directors and management on an annual basis; • Evaluates from time to time the appropriate size and composition of our Board of Directors and committees and recommends, as appropriate, increases, decreases and changes in the composition of our Board of Directors and such committees; • Monitors our compliance with the corporate governance requirements of state and Federal law and the rules of the NYSE; and • Reviews and oversees our ESG policies, goals and initiatives, including with respect to environmental sustainability and diversity, equity and inclusion, and makes recommendations, as appropriate, to the Board of Directors based on such review. | | |
| | | | | | 27 | |
| CORPORATE GOVERNANCE MATTERS | | | | |
| THE BOARD OF DIRECTORS
| | ||||||
| The Board of Directors has overall responsibility for risk oversight, including, as part of regular Board of Director and committee meetings, general oversight of executive leadership’s management of risks relevant to the Company, which is informed by regular reports from our management team that are designed to provide visibility into our key risks and our risk mitigation strategies. In this regard, the Board of Directors seeks to identify, understand, analyze and oversee critical business risks. | | ||||||
| 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 (including environmental sustainability, climate change, and diversity, equity and inclusion) | |
| 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 | | | • Lease Administration and Asset Management | | | • Consumer / Industry Changes | | | • Human Capital Management | |
| • Capital Allocation and Investments | | | • Regulatory and REIT / Tax Compliance | | | • Cybersecurity | | | • ESG / Sustainability | |
| 28 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | 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 reevaluate their risk assessment from the most recent ERA, including with respect to key risk drivers, mitigants and trends, and 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 | | | In connection with the Board of Directors’ annual strategy session, key risks relating to the Company’s long-term strategic planning are evaluated and discussed among the Board of Directors, executive leadership, and the Management Committee. | | |
| | Legal and Regulatory Compliance | | | On a quarterly basis, management presents to the Audit Committee an additional assessment of 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 Nominating and Governance Committee each quarter with respect to any updates. | | |
| | Tenant Performance Review | | | On a quarterly basis, executive leadership and key employees review the financial reporting provided by tenants pursuant to the leases to evaluate, among other things, property performance, tenant credit quality, and rent coverage. | | |
| | Compensation | | | On an annual basis and more frequently as necessary, 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 annually 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. | | |
| | | | | | 29 | |
| CORPORATE GOVERNANCE MATTERS | | | | |
| Gaming Regulatory Oversight | |
| We are currently subject to regulation by 16 jurisdictions (15 U.S. states and one Canadian province) and required to be licensed or found suitable in 11 jurisdictions. | |
| Approach | | |||
| Our cybersecurity and information technology (“IT”) program includes a number of safeguards, such as network segmentation, conditional access, security measures, external threat monitoring, access and authentication controls, incident response planning, and testing of controls and procedures. | | |||
| • Quarterly vulnerability scanning | | | • Annual 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 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 | |
| • Monthly reporting to 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 36-37 of our 2023 Annual Report. | |
| 30 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | CORPORATE GOVERNANCE MATTERS | |
| Key Stakeholder Groups | | ||||||||||||
| Our Stockholders | | | | Our Employees: Team VICI | | | | Our Partners: Tenants and Borrowers | | | | Our Lenders and Noteholders | |
| Our Communities | | | | Our Industry Regulators | | | | Our Industry and Trade Groups | | | | Our Vendors, Suppliers and Service Partners | |
| Key Engagement Principles For Our Stockholders • Ensure that we understand and consider the issues important to our investors • Maintain an ongoing dialogue as a critical component of responsive and transparent corporate governance • 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 • Develop strong relationships with significant stockholders that will allow us to understand issues that are most meaningful to them and provide insight into stockholder support of proposed initiatives and strategies • Relay stockholder feedback and trends on corporate governance, environmental sustainability, social responsibility, and executive compensation developments to our Board of Directors and its committees and respond accordingly | | | Annual Cycle of Outreach and Engagement | |
| | | | | | 31 | |
| CORPORATE GOVERNANCE MATTERS | | | | |
| | 2023 Developments and Highlights | | | ||||||||
| | Strategic ESG Consultant. We engaged a strategic ESG consultant in early 2023 and have outlined an internal multi-year strategic roadmap for the development and implementation of additional ESG initiatives, including sustainability initiatives at our golf courses, expanded tenant engagement efforts, participation in additional evaluation and scoring frameworks, and the development of internal processes and controls to support and facilitate these initiatives. | | | ||||||||
| | Stakeholder Materiality Assessment. We completed an initial stakeholder materiality assessment in the first half of 2023 by assessing a range of ESG topics and obtaining survey feedback from key internal and external stakeholders. Our 2022-2023 ESG Report presents a materiality matrix presenting the results of this assessment, including our scope of control and perceived ability to impact each topic in light of our triple-net model as well as gaming and regulatory considerations. The information in our 2022-2023 ESG Report is not incorporated by reference into, and does not form a part of, this Proxy Statement. | | | ||||||||
| | UN Sustainable Development Goals (SDGs) Alignment. We mapped our materiality assessment results against the UN SDGs to identify which goals are most relevant to our business and where we can potentially have the greatest impact, including through our tenant engagement efforts. We expect to utilize these identified goals as a framework to guide our ESG strategy and priorities going forward and to refresh this analysis from time to time with the growth of our business, overall ESG program, and future stakeholder feedback. | | | | | |
| 32 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | CORPORATE GOVERNANCE MATTERS | |
| Key Objectives and Approach | | |||
| | | • Corporate Sustainability — Set an example by striving to improve the environmental performance of our headquarters and externally managed golf course operations, including reducing water usage, improving energy efficiency, reducing waste, and increasing recycling and waste diversion • Triple-Net Property Sustainability Support — Act within the scope of our triple-net lease structure to address the sustainability and long-term climate resilience of properties across our portfolio by supporting our tenants’ implementation of environmental sustainability and performance improvement measures • Stakeholder Expectations 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 and data reporting capabilities | |
| | 2023 Developments and Highlights | | | ||||||||
| | Expanded Data Reporting. Our 2022-2023 ESG Report included environmental sustainability data with respect to a majority of our triple-net leased portfolio, as well as our corporate and golf operations. Reported data includes total water consumption, total electricity, natural gas and district energy heating/cooling consumption, total waste generated and percentage of waste diverted, and our tenants’ scope 1, scope 2 and scope 3 emissions. | | | ||||||||
| | External Framework Alignment. Our 2022-2023 ESG Report included disclosure in alignment with the SASB — Real Estate Standard and the Task Force on Climate-related Financial Disclosure (TCFD) guidelines, including additional information with respect to our climate change governance, risk management, strategy and metrics and targets. The information in our 2022-2023 ESG Report is not incorporated by reference into, and does not form a part of, this Proxy Statement. | | | ||||||||
| | Refer to the following pages for additional 2023 developments and highlights. | | |
| | | | | | 33 | |
| CORPORATE GOVERNANCE MATTERS | | | | |
| | Sustainability Areas | | | | Long-term Initiatives and Recent Developments | | | ||||
| | Reducing Energy Consumption and Greenhouse Gas Emissions | | | | • Upgrading HVAC equipment with high efficiency, Energy Star-certified appliances and installing smart thermostats where feasible • Transitioning substantially all indoor lighting to high-efficiency LED lights • Replacing golf cart fleets with higher efficiency, battery-operated models • Implementing fuel output measuring to monitor maintenance vehicle fuel usage and performance | | | ||||
| | Reducing Water Consumption | | | | • Replacing pond liners and other irrigation infrastructure and removing or deactivating certain water features to limit leakage and evaporation • Utilizing reclaimed water with respect to irrigation and other maintenance activities, including the installation of closed loop water recycling stations for vehicle maintenance • Transitioning to low-flow fixtures and other measures | | | ||||
| | Reducing Waste | | | | • Implementing consumer and business recycling programs and other measures to reduce waste, including bottle refilling stations • Retaining on-site materials, including reclaimed soil and construction materials, generated from maintenance activities and repurpose them into other areas | | | ||||
| | Improving Biodiversity and Reducing Environmental Impact | | | | • Continuing to transition designated areas to naturalized landscaping and low water-consumption grasses • Biodiversity/naturalization initiatives to restore portions of the courses and welcome back local flora and fauna | | |
| Demonstrating a Commitment to Environmental Sustainability | | |||
| Two of our golf courses are certified members of the Audubon Cooperative Sanctuary Program for Golf, sponsored by the Audubon Society, with Chariot Run Golf Club certified since 2009 and Grand Bear Golf Club achieving the first level of certification with respect to environmental planning in early 2023. CDN Golf and management at each of our golf courses continue to work with the Audubon Society on the multi-year planning and certification process. The Audubon Cooperative Sanctuary Program for Golf is an education and certification program that helps golf courses protect the environment, preserve the natural heritage of the game of golf, promote environmental sustainability, and gain recognition for the efforts of golf course operators. | | | |
| 34 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | CORPORATE GOVERNANCE MATTERS | |
| | Property Sustainability Measures.Certain of our tenants have implemented various sustainability measures at our leased properties and across their operations, including: | | | |||
| | • On-site renewable energy sources | | | • Drought tolerant / native landscaping | | |
| | • Smart grid / smart building technologies | | | • Smart irrigation | | |
| | • Energy-efficient lighting upgrades | | | • Water recycling and reuse measures | | |
| | • Electric vehicle charging stations | | | • Waste reduction and recycling programs | | |
| | • High-efficiency equipment, appliances, and fixtures | | | • Composting and food waste mitigation | | |
| | | | | | 35 | |
| CORPORATE GOVERNANCE MATTERS | | | | |
| Green Lease Coverage | |
| As of December 31, 2023, approximately 61% of our lease agreements (covering approximately 78% of our leased properties) include some form of green lease provision. | |
| | Green Building Certifications. We are proud to recognize our tenants’ achievements in obtaining LEED certification at four of our leased properties. Certain properties in our portfolio have been rated by the U.S. Green Building Council’s Leadership in Energy & Environmental Design (LEED), including: | | | |||||||||
| | | | MGM Springfield in Springfield, Massachusetts LEED 2009-NC – Platinum (2020) | | | | | MGM National Harbor in Oxon Hill, Maryland LEED 2009-NC – Gold (2017) | | | ||
| | | | The Venetian Convention & Expo Center in Las Vegas, Nevada LEED v4.1 Recertification − Gold (2022) | | | | | The Octavius Tower at Caesars Palace Las Vegas in Las Vegas, Nevada LEED-NC 2.2 – Silver (2012) | | | ||
| | Certain of our tenants’ operations at our properties have also been recognized for environmental performance through, among other recognitions, the Green Building Initiative’s Green Globes certifications and Green Key awards. | | |
| 36 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | CORPORATE GOVERNANCE MATTERS | |
| | | Caesars Entertainment. Caesars’ “PEOPLE PLANET PLAY” framework reflects their commitments to supporting the wellbeing of their team members, guests and local communities, taking care of the world they call home, and creating memorable experiences for their guests and leading the industry as a responsible business. Within their Planet strategy, Caesars continues to progress environmental sustainability initiatives across its operations, including at our leased properties, through initiatives such as their CodeGreen employee environmental program, science-based GHG emissions reduction targets, supply chain engagement, green building practices, and renewable energy investments across their operations. | | | | ||
| | | MGM Resorts. MGM Resorts has embraced a leadership role in environmental sustainability through its “Focused on What Matters: Embracing Humanity & Protecting the Planet” platform. Through their “Protecting the Planet” strategic pillar, MGM Resorts’ core belief is that a greener business is a better business and environmental leadership is critical to 21st century corporate leadership. MGM Resorts’ strategic priorities include a public commitment toward key sustainability goals and science-based climate targets, including energy, emissions, water and waste reduction goals, renewable energy sourcing and implementing initiatives to pursue achievement of those goals. | | | | ||
| | | PENN Entertainment. PENN Entertainment is committed to safeguarding natural resources and helping to protect the environment, fostering a culture of environmental excellence throughout their organization by meeting or exceeding environmental regulations; implementing environmentally sound policies; and engaging with customers, suppliers and communities on environmental impacts and opportunities for improvement. Across their properties, including at our leased properties, they continue to implement enhancements to increase energy efficiency, expand their emissions reporting capability, reduce waste generation and increase recycling, and emphasize sustainable procurement and food sourcing. | | ||||
| | | Hard Rock. Through Hard Rock’s “Save the Planet” initiative, Hard Rock International and Seminole Gaming are growing efforts to sustainably address waste, energy, and water, by driving operational improvements, engaging non-profit partners, and pursuing best practice collaborations with vendors. Hard Rock-managed casino-hotel properties, including our leased properties, have implemented energy reduction and efficiency plans, improved waste practices and systems, as well as a digital Practice Library that allows teams to share best practices globally. | | ||||
| | | Century Casinos. Century Casinos is investing in their communities, team members and planet through the Century Cares program, created to show their dedication to the well-being of their communities now and well into the future. Century Casinos remains committed to being good stewards of the environment, considering it their responsibility to protect global ecosystems and minimize their consumption of resources. Over the past years, Century Casinos has prioritized the implementation of on-property green teams, new energy-efficiency projects and is assessing measures for reduction of water consumption, waste management and sourcing renewable energy. These dedicated efforts play a crucial role in addressing climate change and fostering a sustainable environment for future generations. | | ||||
| | | The Venetian Resort. The Venetian Resort’s commitment to corporate responsibility is demonstrated through a leadership role in the hospitality industry in its movement to actively minimize the environmental impact of their operations on our planet. Using a science-based approach, they have developed and refined their sustainability strategy around the four pillars of environmentally responsible operations, green meetings and events, green buildings, and stakeholder engagement, by identifying areas with the greatest environmental impact and opportunity. Their environmentally responsible operations target ways to eliminate waste, reuse, replace, and recycle to limit their impact through natural resource conservation, waste management and supply-chain sustainability, and their Green Meetings program reflects their commitment to sustainable programs and practices that directly benefit their meeting clients. | |
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| CORPORATE GOVERNANCE MATTERS | | | | |
| Metric | | | Unit of Measurement | | | 2021 | | | 2022 | | | 2023 | | |||||||||
| Water Usage(1) | | | Mgal | | | | | 521.5 | | | | | | 471.9 | | | | | | 417.7 | | |
| Electricity Usage(2) | | | MWh | | | | | 5,197.7 | | | | | | 5,105.6 | | | | | | 5,731.7 | | |
| Fuel Usage(3) | | | MWh | | | | | 2,888.5 | | | | | | 2,825.0 | | | | | | 2,325.5 | | |
| Scope 1 Emissions(4) | | | MTCO2e | | | | | 642.7 | | | | | | 616.0 | | | | | | 523.9 | | |
| Scope 2 Emissions(4) | | | MTCO2e | | | | | 1,995.0 | | | | | | 1,960.7 | | | | | | 2,104 | | |
| Reported Portfolio 2022 Data Coverage ~76% by property ~91% by sq. ft. | |
| 38 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | 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 Corporate Citizenship — Support the communities in which we operate and own properties and demonstrate our commitment to corporate social responsibility through volunteering, regular giving, and identifying unique opportunities to contribute to charitable causes • Advance Social Responsibility Issues — Enhance our commitments to key social responsibility issues by implementing and expanding policies and procedures, employee training, and external engagement | |
| VICI Values. In 2023, we undertook a process to collectively revisit and refine our VICI Values, originally put in place following our formation, to reflect the growth and maturation of our business and our work since then to develop an effective and inclusive company culture. Collecting feedback at every level of our organization, we developed a set of values that are unique to our Company and articulate how we strive to conduct ourselves individually, build our collective culture, sustain our internal and external relationships, and hold ourselves and each other accountable. Each of these are further expanded into core principles that provide a common set of expectations for everyone in our organization. We expect to advance this effort by further integrating these values into our day-to-day organizational processes by recognizing employees who embody these values and enhancing our performance management and talent engagement efforts. | | | |
| | | For 2023-2024, we were certified as a Great Place to Work® by the Great Place to Work® Institute for the fifth year in a row. With 100% participation across our organization, 100% of our employees agreed that “Taking all things into account, this is a great place to work.” | |
| | Team VICI. As of December 31, 2023, Team VICI consisted of 28 team members, all full-time employees in professional or administrative roles. As we continue to increase our headcount along with the growth of our business, we strive to nurture our company culture and take advantage of the highly interpersonal, relationship-based nature of our Company. | | |
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| | Due to our headcount of fewer than 100 employees, we do not (and are not required to) file an annual EEO-1 Report with the EEOC under the applicable requirements of Title VII of the Civil Rights Act of 1964, as amended. | | |
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| CORPORATE GOVERNANCE MATTERS | | | | |
| | Employee Engagement | | | • Conduct annual employee satisfaction surveys through the Great Place to Work Institute™, by which we were certified as a Great Place to Work™ for the fifth year in a row, and additional pulse surveys and informal feedback opportunities • Our Management Committee assists executive leadership to guide VICI’s cultural development, operations and strategic direction and also facilitates employee engagement through the Management Committee Advisors program • Our employees lead key company initiatives on a voluntary basis, including VICI Volunteers and the DEI Committee, with executive sponsorship and support | | | 100% of Employees Rated VICI a Great Place To Work® | | |
| | Training and Integration | | | • Host trainings related to a broad variety of topic areas to educate and advance our employees’ understanding of, and engage in discussions relating to, concepts relevant to our business, such as business ethics, code of conduct, anti-corruption, DEI, anti-harassment and other matters outlined in our corporate policies • Provide educational opportunities for our employees through our VICI 101 program, a comprehensive curriculum providing an introduction to concepts and topics that are core to our business, and additional “lunch-and-learn” sessions periodically hosted by subject matter experts | | |
| | 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 for birth and foster/adoption placements, a parenthood pursuit program with a significant lifetime reimbursement benefit, and access to an employee assistance program • Provide for participation in our STIP (short-term incentive program) to all employees and, in 2023, expanded participation in our LTIP (long-term incentive program) to all equity-eligible employees • Seek to provide additional unique benefits, such as our charitable engagement benefit through Groundswell (described below) and our Portfolio Experience benefit, which provides employees with an annual reimbursement to stay at any VICI-owned property and experience the hospitality and entertainment experiences provided by our tenants | | |
| | 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 • 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 • Offer an unlimited paid-time off policy with a two-week minimum, as well as unique opportunities such as the August Work-From-Anywhere Initiative | | |
| | Diversity, Equity and Inclusion | | | • Commitment to creating and maintaining an inclusive environment 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 DEI Committee (formerly the Diversity and Inclusion Task Force) to lead the strategy and implementation of our diversity, equity and inclusion-related initiatives, which meets periodically to review recent developments and progress, explore potential additional initiatives and chart next steps | | |
| | Professional Development | | | • Provide opportunities for our employees to learn more about business strategy, real estate and related sectors, and financial and accounting matters, as well as opportunities to enhance relationships by visiting properties and engaging with tenants and potential counterparties • Offer practical opportunities for professional development within our organization, including through training and mentoring, lunch and learns, and our professional development stipend to support self-selected opportunities • Encourage our employees to contribute to our strategic evaluation of additional experiential sectors for potential investment by bringing their passions and interests to their professional roles | | |
| | Community Involvement | | | • Through our Charitable Contribution Matching Program and the Groundswell Charitable Giving platform, offer employees the opportunity to multiply the impact of their charitable activity, 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, through which they are able to research charities, make contributions, track their giving activity, and seamlessly facilitate matching contributions pursuant to our program • Support our employees and the charities they are personally committed to through corporate giving and fundraising event sponsorship from time to time, as well as periodic contributions through Groundswell for employees to contribute to the charities of their choice • 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 | | |
| 40 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | CORPORATE GOVERNANCE MATTERS | |
| | Core Pillars | | | 2023 Developments | | | Select Supported Organizations | | |
| | Contribution Drives We identify organizations to support through corporate contributions and employee support year-end contribution drives. | | | • We expanded our support of The Child Center of NY by directly sponsoring one of their many program sites for their annual toy drive, fulfilling 100 individual wish letters provided by children in December 2023, and supporting their annual backpack drive to provide backpacks and school supplies to children in August 2023. • We held a professional clothing donation drive in support of The Bowery Mission in December 2023. | | | | | |
| | Encouraging Volunteerism We seek opportunities to engage in person with charitable organizations in New York City to support their missions and encourage our employees to do the same by recognizing their volunteer efforts with supporting donations. | | | • Fifteen volunteers participated in City Harvest’s annual Repack to Give Back event in November 2023, helping to repack bulk food produce for local food distribution partners and organizations. • We amended our Charitable Contribution Matching Policy in March 2023 to support our employee’s volunteer efforts by providing matching financial support to charitable organizations. | | ||||
| | Corporate Giving We seek to build relationships with charitable organizations that make a difference in our communities and that our employees are personally involved with. | | | • We contribute to many different charitable organizations, including those based in New York City, Southern Nevada, and others supported by our employees through our Charitable Contribution Matching Policy. • We contributed to annual fundraising events for two charitable organizations at the request of employees who are personally involved in such charities. | | ||||
| | Impact Opportunities As opportunities arise, we seek to positively impact the communities surrounding our assets in unique ways. | | | • We supported the Las Vegas Super Bowl LVIII Host Committee Charities, a 501(c)(3) organization whose mission is to improve the quality of life of Nevada residents through community affairs programs, initiatives and legacy projects, in connection with Super Bowl LVIII in Las Vegas in February 2024. • Through the leadership of CDN Golf, each of our golf courses engage with and support their respective local communities through outreach and service, including charity fundraising events and golf round donations in support of local organizations. | |
| 2023 Charitable Impact | |
| As an organization of only 28 employees as of year-end 2023 (including six new hires who joined the Company in 2023), we are proud of our charitable impact and are committed to continuing our in-person volunteer efforts and financial support of these and other charitable organizations. In 2023, we: • Volunteered more than 30 hours at our City Harvest Repack to Give Back event in November 2023 • Directly contributed a total of $125,000 to individual charitable organizations, excluding our support of the Las Vegas Super Bowl LVIII Host Committee Charities described below • Matched a total of $35,000 in employee donations through our Charitable Contribution Matching Program • Supported the Las Vegas Super Bowl LVIII Host Committee Charities, facilitating community affairs programs, initiatives, legacy projects and direct contributions to Las Vegas and Nevada-based charitable organizations | |
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REGISTERED PUBLIC ACCOUNTING FIRM
on page 43. A representative of Deloitte will be present at the Annual Meeting. The representative will have an opportunity to make a statement if he or she desiresdesired and will be available to respond to appropriate questions.
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| 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 DECEMBER 31, | | |
We have structured our corporate governance in a manner that we believe closely aligns our interests with those of our stockholders. Notable features of our corporate governance structure include the following:
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VICI PROPERTIES INC. — 2024 PROXY STATEMENT | |
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| Type of Fees | | | 2023 | | | 2022 | | ||||||
| Audit Fees(1) | | | | $ | 1,529,000 | | | | | $ | 1,764,451 | | |
| Audit-Related Fees(2) | | | | $ | 960,255 | | | | | $ | 266,000 | | |
| Tax Fees(3) | | | | $ | 15,251 | | | | | $ | 38,348 | | |
| All Other Fees | | | | | — | | | | | | — | | |
| Total | | | | $ | 2,504,506 | | | | | $ | 2,068,799 | | |
Our directors will stay informed about our business
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Corporate Governance Guidelines
Our Board of Directors has adopted Corporate Governance Guidelines, which set forth a flexible framework within which the Board of Directors, assisted by its committees, directs the affairsfunctions of the Company. The Corporate Governance Guidelines reflectAudit Committee. This report is not “soliciting material,” is not deemed filed with the Board of Directors’ commitmentSEC, and is not to monitoring the effectiveness of decision-making at the Board of Directors and management level and ensuring adherence to good corporate governance principles. The Corporate Governance Guidelines address, among other things:
Our Corporate Governance Guidelines are subject to periodic reviewbe incorporated by the Nominating and Governance Committee.
Our Board of Directors has established a Code of Business Conduct that applies to our directors, officers (including our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer) and other employees. Among other matters, our Code of Business Conduct is designed to deter wrongdoing and to promote:
Only our Board of Directors, or a committee designated by the Board of Directors, will be able to approve any waiver of the Code of Business Conduct for our executive officers or directors, and any such waiver shall be promptly disclosed as required by law, stock exchange regulationCompany’s filings under the Securities Act or the requirements ofExchange Act, respectively, whether made before or after the SEC. We intend to satisfy the disclosure requirement under Item 5.05 ofForm 8-K relating to amendments to or waivers from any provision of the Code of Business Conduct applicable to our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer by posting such information on our website atwww.viciproperties.com under the section “Investors — Governance.” Information on or accessible through our website is not and should not be considered a partdate of this Proxy Statement.
Availabilityproxy statement and irrespective of Corporate Governance Materials
You are encouraged to visit our website atwww.viciproperties.com to view or obtain copies of our Corporate Governance Guidelines, committee charters, and Code of Business Conduct. The information found on, or accessible through, our website is not incorporated into, and does not form a part of, this Proxy Statement or any other report or document we file with or furnish to the SEC. You may also obtain, free of charge, a copy of our Corporate Governance Guidelines, committee charters, and Code of Business Conduct by directing your request in writing to Secretary, VICI Properties Inc., 430 Park Avenue, 8th Floor, New York, New York 10022. Additional information relating to the corporate governance of our Company is also set forth below and included in other sections of this Proxy Statement.
Background. Our Corporate Governance Guidelines provide that a majority of our directors serving on our Board of Directors must be independent as required by the listing standards of the NYSE.
Independence Determinations Made by our Board of Directors. We define “independent director” by reference to the rules, regulations and listing qualifications of the NYSE. In general a director is deemed independent if the director has no relationship to us that may interfere with the exercise of the director’s independence from management and our Company. Our Board of Directors, after broadly considering all relevant facts and circumstances regarding the past and current relationships, if any, of each director with the Company, has affirmatively determined that all of the Company’snon-employee directors, Messrs. Abrahamson, Davis, Hausler, Macnab and Rumbolz and Mses. Cantor and Holland are independent directors. In making this determination, the Board of Directors reviewed thenon-employee directors’ relationships, if any, with us, and determined that there are no relationships that would interfere with the exercise of such directors’ independence from management and our Company.
Director Candidate Qualification and Selection Process
Director Selection Process. Our Nominating and Governance Committeeincorporation language therein.
The Nominating and Governance Committee seeks to identify candidates based on input provided by a number of sources, including (i) other members of the Board of Directors, (ii) officers and employees of the Company and (iii) stockholders of the Company. As part of the candidate identification process, the Nominating and Governance Committee evaluates the skills, experience and diversity possessed by the current Board of Directors, and whether there are additional skills, experience or diversity that should be added to complement the composition of the existing Board of Directors. The Nominating and Governance Committee also will take into account whether existing directors have indicated a willingness to continue to serve as directors ifre-nominated.The Nominating and Governance Committee will also seek ongoing input from the incumbent directors and the Chief Executive Officer, with the goal of identifying and informally approaching possible director candidates in advance of actual need. The Board shall itself determine in each case the manner by which an invitation to join the Board of the Directors shall be extended to director nominees, other than those nominated directly by the Company’s stockholders.
Once director candidates have been identified, the Nominating and Governance Committee will then evaluate each candidate in light of his or her qualifications and credentials, and any additional factors that the Nominating and Governance Committee deems necessary or appropriate. Existing directors who are being considered forre-nomination will bere-evaluated as part of the Nominating and Governance Committee’s process of recommending director candidates.
Director Qualifications. Our Corporate Governance Guidelines contain the membership criteria for our Board of Directors. Directors should have (i) integrity, strength of character, vision, imagination and loyalty to the Company and its stockholders, (ii) practical and mature judgment, with ability to evaluate and appraise objectively the Company’s strategies andconsolidated financial position and possess the necessary governance experience and relevant skills to fulfill the role of fiduciary oversight, (iii) substantial business experience and strong financial acumen, with practical application to the Company’s needs, (iv) the willingness and ability to make a significant commitment of time and attention to the Board of Director’s processes and affairs, including meetings and preparation, (v) the ability to work with fellow directors as members of a collegial group, without necessarily always agreeing with them, and the ability to provide guidance, relevant insights and support to the Company’s Chief Executive Officer and senior management team, (vi) an absence of conflicts of interest that would interfere with Board of Director service, (vii) the ability to secure relevant licenses required and (viii) a commitment to having a meaningful, long-term equity ownership stake in the Company in compliance with any director stock ownership guidelines adopted by the Board of Directors.
We endeavor to have a Board of Directors that represents diverse backgrounds, experiences, expertise, skills and contacts, and a range of tenures that are appropriate given the Company’s current and anticipated circumstances and that, collectively, enable the Board of Directors to perform its oversight function effectively.
Directors are expected to prepare for, attend regularly and participate actively and constructively at meetings of the Board of Directors and its committees. Directors are expected to review the material that is distributed in advance of any Board of Directors or Committee meeting. The Board of Directors will consider other commitments, including board service, in assessing each director’s and potential candidate’s ability to serve on the Board of Directors and fulfill his or her responsibilities. Each director is expected to notify the Board of Directors chair and the chair of the Nominating and Governance Committee in advance of accepting an invitation to serve as a member of another public company board of directors.
Other Considerations. The Nominating and Governance Committee will identify and screen candidates qualified to serve on the Board of Directors, consistent with the criteria approved by the Board of Directors, including considering suggestions for Board of Directors membership submitted by stockholdersstatements in accordance with the notice provisionsstandards of the Public Company Accounting Oversight Board (“PCAOB”), and procedures set forth into issue its reports thereon. The Audit Committee monitors and oversees these processes. The Audit Committee approves the selection and appointment of the Company’s bylaws.
After completingindependent registered public accounting firm and recommends the identificationratification of such selection and evaluationappointment to our Board of Directors.
Stockholder Recommendations for Board Nominations.Our Nominating and Governance Committee considers properly submitted stockholder recommendations for candidates for membership on our Board of Directors complying with procedural requirements that may be communicated to stockholders from time to time. The recommendation should be addressed to the Secretary, VICI Properties Inc., 430 Park Avenue, 8th Floor, New York, New York 10022.
Leadership Structure of our Board of Directors
At the present time, the Board of Directors believes that a structure that separates the roles of chair and Chief Executive Officer is appropriate and that the chair should serve in anon-executive role. However, the
Board of Directors does not believe that mandating any single structure regarding the separation of the roles of chair of the Board of Directors and Chief Executive Officer is necessary or appropriate. The Board of Directors reserves the right to determine the appropriate leadership structureCompany’s audited consolidated financial statements for the Board of Directors on acase-by-case basis, taking into account at any particular time the Board of Directors’ assessment of its and the Company’s needs, as well as the people and situation involved. As a result of the current separation between the roles of chair of the Board of Directors and Chief Executive Officer (where the current chair is an independent director), the Board of Directors has determined that no lead independent director is necessary at this time.
The Board of Directors’ Role in Risk Oversight
The Board of Directors has overall responsibility for risk oversight, including, as part of regular Board and committee meetings, general oversight of executives’ management of risks relevant to the Company. In this regard, the Board of Directors seeks to identify, understand, analyze and oversee critical business risks. While the full Board of Directors has primary responsibility for risk oversight, it utilizes its committees, as appropriate, to monitor and address risks that may2023 be within the scope of a particular committee’s expertise or charter. Our Board of Directors uses its committees to assist in its risk oversight function as follows:
While the Board of Directors oversees risk management as part of anon-going process, the Company’s management is charged with managing risk. 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 inherentincluded in the Company’s business andAnnual Report on Form 10-K for the policies and proceduresyear ended December 31, 2023 for filing with respect to such risks.
Our Boardthe SEC.
| 44 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
The table below provides membership information for each of the Board committees as of the date of this Proxy Statement:
Director | Audit & Finance Committee | Compensation Committee | Nominating and Governance Committee | |||
Diana F. Cantor* | ||||||
Eugene I. Davis* | ||||||
Eric L. Hausler* | ||||||
Elizabeth I. Holland* | ||||||
Craig Macnab | ||||||
Michael D. Rumbolz | ||||||
Number of Meetings Held During 2017 Since our Formation in October 2017 | 5 | 1 | — |
The Compensation Committee and the Nominating and Governance Committee took certain actions by unanimous written consent following the Formation Date relating to matters approved in connection with our formation and emergence from bankruptcy. In addition, the directors serving on both the Compensation Committee and the Nominating and Governance Committee met periodically on an informal basis during the approximate three-month period from our formation in October 2017 through the end of 2017.
Audit & Finance Committee
The Audit & Finance Committee monitors the integrity of (i) our financial statements and financial reporting processes, (ii) our compliance with legal and regulatory requirements, (iii) our continued qualification as a REIT, (iv) the performance of our internal audit function as well as of our independent auditors, (v) the qualifications and independence of our independent auditor, (vi) our primary financial policies and programs, including those relating to leverage ratio, debt coverage, dividend policy and major financial risk policies, and (vii) our policies and transactions related to corporate finance, capital markets activities, capital allocation and major strategic initiatives. The Audit & Finance Committee selects, assists and meets with the independent auditor, oversees each annual audit and quarterly review, establishes and maintains our internal audit controls and prepares the report that Federal securities laws require be included in our annual proxy statement. In addition, the Audit & Finance Committee is responsible for reviewing and assessing our policies and procedures related to our compliance with applicable gaming regulations. The duties and responsibilities of our Audit & Finance Committee are more fully described in our Audit & Finance Committee Charter, which is available under the “Investors” tab of the Company’s website atwww.viciproperties.com, under the heading “Governance—Governance Documents.”
Our Board of Directors has determined that all members of our Audit & Finance Committee qualify as an “audit committee financial expert” as defined in Item 407(d)(5) of SEC RegulationS-K, and that each of them is “independent” as such term is defined by the applicable rules of the SEC and NYSE.
Compensation Committee
The Compensation Committee reviews and approves the compensation and benefits of our executive officers and directors, administers and makes recommendations to our Board of Directors regarding our compensation and stock incentive plans, produces an annual report on executive compensation for inclusion in our annual reportactual, potential or proxy statement and publishes an annual committee report for our stockholders. The duties and responsibilities of our Compensation Committee are more fully described in our Compensation Committee
Charter, which is available under the “Investors” tab of the Company’s website atwww.viciproperties.com, under the heading “Governance—Governance Documents.”
The Compensation Committee may obtain advice from external or internal compensation consultants, legal, accounting or other advisors. The Compensation Committee has the sole authority, appropriate funding from the Company, to select, approve, retain, terminate and oversee outside consultants, experts and legal, accounting and other advisors as it deems appropriate to assist it in the performance of its responsibilities. The Compensation Committee also has the sole authority to determine the terms of the engagement and the compensation of any such advisors. The Compensation Committee considers the independence of any compensation consultant or advisor retained or to be retained by it, including any independence factors it is required to consider by the NYSE, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the rules and regulations promulgated by the SEC thereunder, or other applicable laws and regulations.
Our Board has determined that each of the members of the Compensation Committee is independent as defined by our Corporate Governance Guidelines and the NYSE listing standards applicable to boards of directors generally and compensation committees in particular.
Nominating and Governance Committee
The Nominating and Governance Committee (i) establishes criteria for prospective members of our Board of Directors, conducts candidate searches and interviews, and formally proposes the slate of directors to be elected at each annual meeting of our stockholders, (ii) develops and recommends to our Board of Directors adoption of our Corporate Governance Guidelines, our Code of Business Conduct and our policies with respect toperceived conflicts of interest (iii) makes recommendations toand have adopted a written policy regarding the Board of Directors as to the membership of committees of the Board of Directors, including a chair for each committee, (iv) overseesreview and evaluates our Board of Directors and management, (v) evaluates from time to time the appropriate size and composition of our Board of Directors and recommends, as appropriate, increases, decreases and changes in the composition of our Board of Directors and (vi) monitors our compliance with the corporate governance requirements of state and Federal law. The duties and responsibilities of our Nominating and Governance Committee are more fully described in our Nominating and Governance Committee Charter, which is available under the “Investors” tab of the Company’s website atwww.viciproperties.com, under the heading “Governance—Governance Documents.”
Our Board has determined that each of the members of the Nominating and Corporate Governance Committee is independent as defined by our Corporate Governance Guidelines and the NYSE listing standards.
Executive Sessions ofNon-Management Directors
Pursuant to our Corporate Governance Guidelines and the NYSE listing standards, in order to promote open discussion amongnon-management directors, thenon-management directors meet in executive session (i.e., without management present) when they as a group deem such meeting necessary or appropriate. In the absence of a chair of the Board of Directors, the chair of the Nominating and Governance Committee shall preside at such sessions; in the absence of such person, thenon-management directors present will elect another committee chair to preside at such session. If the group ofnon-management directors includes any directors who are not “independent” (as such term is defined from time to time under the listing standards of the NYSE), an executive session of the independent directors shall be scheduled at least once per year. There were three executive sessions of the Board of Directors held during the approximate three-month period from our formation in October 2017 through the end of 2017.
Director Attendance at Meetings of the Board and its Committees and Annual Meetings of Stockholders
During the approximate three-month period from our formation in October 2017 through the end of 2017, our Board of Directors held six meetings, the Audit & Finance Committee held five meetings and our Compensation Committee held one meeting. In addition, our Board of Directors and its committees acted by
written consent from time to time as appropriate, and our directors are also frequently consulted for advice and counsel between formal meetings of our Board of Directors or any of its committees. For 2017, all directors attended at least 75% of the aggregate of (i) the total number of meetings of the Board of Directors (held during the period for which he or she has been a director), and (ii) the total number of meetings held by all committees of the Board of Directors on which he or she serves (during the periods that he or she served).
Our Corporate Governance Guidelines provide that, absent exigent circumstances, all directors are expected to attend the Company’s annual meetings of stockholders. Due to the timing of our formation in 2017, we did not have an annual meeting of stockholders in 2017.
Communications with our Board of Directors
We have a process by which stockholders and/or other parties may communicate with our Board of Directors, ournon-management directors as a group, any committee of the Board of Directors or any individual director bye-mail or regular mail. Any such communication may be made anonymously. All communications bye-mail should be sent tocorporate.secretary@viciproperties.com. Communications sent by regular mail should be sent to Secretary, VICI Properties Inc., 430 Park Avenue, 8th Floor, New York, New York 10022.
The Company’s Secretary will review each communication received in accordance with this process who will then forward such communications or a summary thereof to the appropriate directors. Any communication related to accounting, internal controls or auditing matters will be brought promptly to the attention of the chair of the Audit & Finance Committee.
Under our bylaws, the Board of Directors shall not authorize or adopt any stockholder rights plan or similar plan or agreement without the prior approval of the Company’s stockholders, unless any such plan or agreement would be submitted to the Company’s stockholders to be ratified or, in the absence of such stockholder approval or ratification, would expire within twelve months of its adoption.
related party transactions. Our Nominating and Governance Committee is responsible for the oversight and review approval and ratification of potential conflicts of interest in connection with “related person transactions” between us and any related person pursuant to athe written related person transactionparty transactions policy adopted by our Board of Directors. Under SEC rules, a related person“related person” is an officer, director, nominee for director or beneficial holder of more than of 5% of any class of our voting securities since the beginning of the last fiscal year or an immediate family member of any of the foregoing. In the course of its review and approval or ratification of a related personparty transaction, the Nominating and Governance Committee will consider:
take into account the material facts of such transaction, including:
Registration Rights Agreements
In accordance with the Plan of Reorganization, on the Formation Date, we entered into a customary registration rights agreement providing for, among other things, our obligation to file a resale shelf registration statement for certain holders of our equitythat cannot freely transfer their equity pursuant to section 1145 of the Bankruptcy Code. Under the registration rights agreement, we are required to keep registration statements, if any, up to date that do not automatically incorporate by reference our SEC filings. In addition, these holders will have the ability to exercise certain piggyback registration rights in respect of certain shares of common stock held by them in connection with registered offerings initiated by us, and may have the ability under certain circumstances to exercise certain demand registration rights if an effective shelf registration statement is not available to the holders to sell their shares. To date, no parties have joined the registration rights agreement, but certain holders of more than 5% of our common stock may continue to have the right to become a party.
At the closing of the issuance and sale of 54,054,053 shares of our common stock at a price of $18.50 per share in a private placement transaction in December 2017 (the “Private Equity Placement”), we entered into a registration rights agreement with the investors pursuant to which we granted them and their permitted transferees the right, under certain circumstances and subject to certain restrictions, to require us to register under the Securities Act of 1933, as amended (the “Securities Act”), for resale the shares of common stock acquired by the investors in the Private Equity Placement. The investors included funds affiliated with Canyon Capital Advisors LLC and Soros Fund Management LLC, who each beneficially own more than 5% of our common stock. Under the registration rights agreement, we agreed to file a resale shelf registration statement and use commercially reasonable efforts to cause it to become effective, and remain effective, thereafter. In addition, these investors will have the ability to exercise certain piggyback registration rights in respect of the shares of common stock acquired by them in the Private Equity Placement in connection with registered offerings initiated by us, and may have the ability under certain circumstances to exercise certain demand registration rights if an effective shelf registration statement is not available to the holders to sell these shares. The registration rights agreement also provides that, if requested by the managing underwriters and the Company, the investors shall enter into a customarylock-up agreement in connection with certain future offerings with respect to the shares of common stock subject to the benefits of the registration rights agreement. We currently have an effective shelf registration statement filed pursuant to this registration rights agreement that covers the resale of up to the 54,054,053 shares of our common stock issued in the Private Equity Placement, certain of which are subject tolock-up agreements.
Directed Share Program
In connection with our initial public offering (the “IPO”) completed in February 2017, certain of our directors and executive officers purchased an aggregate of 112,700 shares of our common stock. Each of those purchases was made through the directed share program at the IPO price of $20.00 per share. The following table sets forth the aggregate number of shares of our common stock that these directors and executive officers purchased in the IPO:
Purchaser | Shares of Common Stock | Total Purchase Price | ||||||
James R. Abrahamson | 15,000 | $ | 300,000 | |||||
Eugene I. Davis | 10,000 | $ | 200,000 | |||||
Eric L. Hausler | 4,000 | $ | 80,000 | |||||
Michael D. Rumbolz | 17,500 | $ | 350,000 | |||||
Mary E. Higgins | 5,000 | $ | 100,000 | |||||
David Kieske | 15,000 | $ | 300,000 | |||||
John Payne | 20,000 | $ | 400,000 | |||||
Edward B. Pitoniak | 26,200 | $ | 524,000 |
Employment Agreements
On the Formation Date, we entered into employment agreements with each of our named executive officers, and we are party to employment agreements with both our current Chief Financial Officer and our current General Counsel. The material terms of the employment agreements with our named executive officers are described under “Compensation Discussion and Analysis — Employment and Post-Termination Arrangements of Executive Officers” and “Compensation Discussion and Analysis — Potential Payments Upon Termination Occurring on December 31, 2017, Including in Connection With a Change in Control.”
Indemnification Agreements and Insurance
Indemnification Agreements And Insurance
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Each of our directors who is not an employee of our Company or our subsidiaries receives an annual retainer of $225,000, payable in a combination of cash and equity. Additional annual retainers, also payable in a combination of cash and equity, are paid to the chair of the Board of Directors ($75,000), members of the Audit & Finance Committee ($20,000; with the chair receiving $40,000), members of the Compensation Committee ($10,000; with the chair receiving $20,000), and members of the Nominating and Governance Committee ($7,500; with the chair receiving $15,000). Each director may select, before the applicable year, whether to receive the additional annual retainers for that year in cash or a combination of cash and equity. An initial grant of shares of common stock with a value of $132,500 as of the Formation Date was made tonon-management directors other than the chair of the Board of Directors, and an initial grant with a Formation Date value of $200,000 was made to the chair of the Board of Directors, in each case as determined by the Board of Directors based on an independent appraisal of the value of the common stock on the Formation Date. Our directors may elect to defer some or all of their compensation pursuant to a deferral plan.
Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total $ | |||||||||
James R. Abrahamson | $ | 28,369 | $ | 242,555 | (3) | $ | 270,924 | |||||
Eugene I. Davis | $ | 26,715 | $ | 172,572 | (4) | $ | 199,287 | |||||
Eric L. Hausler | $ | 24,586 | $ | 169,381 | (5) | $ | 193,967 | |||||
Craig Macnab | $ | 23,877 | $ | 168,317 | (6) | $ | 192,194 | |||||
Michael D. Rumbolz | $ | 28,369 | $ | 164,416 | (7) | $ | 192,785 |
(1) The annual retainers and additional annual retainers reflected in this column were paid on apro-rated basis, as the Formation Date occurred in the fourth quarter of fiscal 2017.
(2) The amounts in the stock awards column reflect the aggregate grant fair value in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 2 of the consolidated financial statements of VICI Properties Inc. included in our 2017 Annual Report.
(3) Mr. Abrahamson was granted 16,253 shares of common stock for his service on our Board of Directors for 2017, which includes 529 shares of common stock in respect of his service as chair of our Board of Directors.
(4) Mr. Davis was granted 11,554 shares of common stock for his service on our Board of Directors for 2017, which includes 406 shares of common in respect of his service on committees of our Board of Directors.
(5) Mr. Hausler was granted 11,395 shares of common stock for his service on our Board of Directors for 2017, which includes 247 shares of common stock of his service on committees of our Board of Directors.
(6) Mr. Macnab was granted 11,342 shares of common stock for his service on our Board of Directors for 2017, which includes 194 shares of common stock in respect of his service on committees of our Board of Directors.
(7) Mr. Rumbolz was granted 11,148 shares of common stock for his service on our Board of Directors for 2017.
Set forth below is certain information regarding each of our current executive officers, other than Mr. Pitoniak, whose biographical information is presented under “Proposal 1: Election of Directors—Nominees for Election as Directors.”
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John Payne has been our president and chief operating officer since the Formation Date. Mr. Payne previously served as the chief executive officer of CEOC (which filed for Chapter 11 bankruptcy in January 2015), a position he held since 2014. Mr. Payne has 21 years of experience in the gaming and hospitality business. Prior to 2014, Mr. Payne served as President of Central Markets and Partnership Development of Caesars from 2013 to 2014, Caesars’ President of Enterprise Shared Services from 2012 to 2013, Caesars’ President of Central Division from 2007 to 2012 and Atlantic City Regional President in 2006. In 2005, Mr. Payne also served as the Gulf Coast Regional President. Mr. Payne served as the Senior Vice President and General Manager of Harrah’s New Orleans from 2002 to 2005. Mr. Payne is a Board Member of the Audubon Institute, Crimestoppers of Greater New Orleans and the Business Council of New Orleans, as well as Chairman of the Board of The Idea Village. Mr. Payne holds a Bachelor’s degree in Political Science from Duke University and a Master’s Degree in Business Administration from Northwestern University.
David A. Kieske has been our chief financial officer since January 1, 2018, and served as Special Advisor to the Chief Executive Officer from November 27, 2017 until December 31, 2017. Prior to joining the Company, Mr. Kieske worked at Wells Fargo Securities/Eastdil Secured since 2007, where he most recently served as Managing Director in the Real Estate & Lodging Investment Banking Group. In his role, David was responsible for providing capital raising and financial advisory services to companies in the real estate and lodging industries. Prior to Eastdil, Mr. Kieske worked in the Real Estate & Lodging Investment Banking Groups at both Citigroup and Bank of America. Early in Mr. Kieske’s career, he was a senior accountant at Deloitte & Touche and Assistant Vice President & Corporate Controller at TriNet Corporate Realty Trust. Mr. Kieske holds a Bachelor’s degree from University of California Davis and a Master’s Degree in Business Administration from the University of California Los Angeles.
Samantha S. Gallagher had been our executive vice president, general counsel and secretary since June2018, and served as Special Advisor to the Chief Executive Officer since joining the Company in May 2018. Ms. Gallagher has over 15 years of experience representing REITs and other real estate companies and financial institutions. Prior to joining the Company, Ms. Gallagher served as Executive Vice President, General Counsel and Secretary at First Potomac Realty Trust (NYSE:FPO). In this role, Ms. Gallagher held leadership responsibility for all corporate governance matters, SEC and NYSE compliance, structuring of corporate-level transactions, overseeing property-level and corporate acquisitions and dispositions, supervising litigation matters, as well as managing outside counsel. Ms. Gallagher also oversaw the negotiation and documentation pertaining to First Potomac Realty Trust’s recently completed merger with Government Properties Income Trust (NASDAQ:GOV) in October 2017. Previously, Ms. Gallagher was a Partner at Arnold & Porter LLP, Bass, Berry & Sims plc, and Hogan Lovells US LLP. While in private practice, Ms. Gallagher focused on capital markets transactions (including public and private equity and debt offerings), joint ventures, mergers and acquisitions and strategic investments, as well as advising companies in a variety of corporate and securities law matters. She currently serves on the Board of Directors forMake-A-Wish®Mid-Atlantic, Inc. Ms. Gallagher earned a Juris Doctor degree from Georgetown University Law Center,cum laude, and a Bachelor of Arts degree from Princeton University,summa cum laude.
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The following table setsets forth certain information regarding the beneficial ownership of the Company’s common stock, as of June 1, 2018,March 4, 2024, by (i) each person known to us to beneficially own more than 5% of any class of the outstanding voting securities of the Company, (ii) each of our directors, (iii) each of our named executive officers listed in the table entitled “2017“2023 Summary Compensation Table” below and (iv) all of our current directors and executive officers as a group. Beneficial ownership of shares is determined under rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. Except as noted by footnote, and subject to community property laws where applicable, we believe based on the information provided to us that the persons and entities named in the table below have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them. Unless otherwise noted below, the address of the persons listed in the table is c/o VICI Properties Inc., 430 Park535 Madison Avenue, 8th Floor, New York, New York 10022. The percentages shown in this table are calculated based on 370,149,8561,043,137,031 shares of our common stock outstanding as of June 1, 2018.
5% Stockholders, Officers and Directors | Number of Shares Beneficially Owned | Percentage of Common Stock | ||||||
Beneficial Owners of 5% or More of Our Common Stock: | ||||||||
Canyon Capital Advisors LLC(1) | 45,301,818 | 12.2 | % | |||||
Pacific Investment Management Company LLC(2) | 28,498,883 | 7.7 | % | |||||
Soros Fund Management LLC(3) | 21,523,226 | 5.8 | % | |||||
Solus Alternative Asset Management LP(4) | 20,058,146 | 5.4 | % | |||||
Directors and Executive Officers: | ||||||||
Edward B. Pitoniak | 135,897 | * | ||||||
David A. Kieske | 61,916 | * | ||||||
John Payne | 30,705 | * | ||||||
Mary E. Higgins(5) | 5,000 | * | ||||||
James R. Abrahamson | 39,144 | * | ||||||
Diana F. Cantor | 4,881 | * | ||||||
Eugene I. Davis | 29,176 | * | ||||||
Eric L. Hausler | 22,670 | * | ||||||
Elizabeth I. Holland | 8,225 | * | ||||||
Craig Macnab | 18,503 | * | ||||||
Michael D. Rumbolz | 35,385 | * | ||||||
Directors and Executive Officers as a Group (11 persons)(6) | 390,806 | * |
March 4, 2024.
| 5% Stockholders, Officers and Directors | | | Number of Shares Beneficially Owned | | | Percentage of Common Stock | | ||||||
| Beneficial Owners of 5% or More of Our Common Stock: | | | | | | | | | | | | | |
| The Vanguard Group(1) | | | | | 146,919,295 | | | | | | 14.1% | | |
| BlackRock, Inc.(2) | | | | | 102,220,817 | | | | | | 9.8% | | |
| Capital International Investors(3) | | | | | 63,424,190 | | | | | | 6.1% | | |
| State Street Corporation(4) | | | | | 54,604,645 | | | | | | 5.2% | | |
| Directors and Executive Officers: | | | | | | | | | | | | | |
| Edward B. Pitoniak | | | | | 1,163,447 | | | | | | * | | |
| John W. R. Payne | | | | | 395,678 | | | | | | * | | |
| David A. Kieske | | | | | 338,469 | | | | | | * | | |
| Samantha S. Gallagher | | | | | 302,590 | | | | | | * | | |
| James R. Abrahamson(5) | | | | | 143,742 | | | | | | * | | |
| Diana F. Cantor | | | | | 41,419 | | | | | | * | | |
| Monica H. Douglas | | | | | 25,855 | | | | | | * | | |
| Elizabeth I. Holland | | | | | 43,277 | | | | | | * | | |
| Craig Macnab | | | | | 57,411 | | | | | | * | | |
| Michael D. Rumbolz(6) | | | | | 74,526 | | | | | | * | | |
| Directors and Executive Officers as a Group (10 persons) | | | | | 2,586,414 | | | | | | * | | |
(2)
(3) 333 South Hope Street, 55th Floor, Los Angeles, California 90071.
| 46 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | |
(4) Beneficial ownership is based on the Schedule 13G filed on February 1, 2018 with the SEC by Solus Alternative Asset Management LP (“SAAM LP”), Solus GP LLC (“SGP LLC”), and Christopher Pucillo (“Pucillo”) relating to 20,058,146 shares of our common stock according to which SAAM LP, SGP LLCreported on the Schedule 13G/A: SSGA Funds Management, Inc., State Street Global Advisors Europe Limited, State Street Global Advisors Limited, State Street Global Advisors Trust Company, State Street Global Advisors, Australia, Limited, State Street Global Advisors (Japan) Co., Ltd., State Street Global Advisors Asia Limited, State Street Global Advisors, Ltd., and Pucillo have shared voting and dispositive power over 20,058,146State Street Global Advisors Singapore Limited. The principal address of the reporting entity is State Street Financial Center, 1 Congress Street, Suite 1, Boston, MA 02114.
(5) Ms. Higgins served as our Chief Financial Officer through December 31, 2017.
(6) Excludes Ms. Higgins, but includes Samantha S. Gallagher, who became our Executive Vice President, General CounselGeri Rumbolz Living Trust 2000, Michael D Rumbolz and Secretary in June2018.
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1Eugene I. Davis
Monica H. Douglas
Michael D. Rumbolz1 The three directors listed above were the members
| 48 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
The following discussion and analysis of compensation arrangements of our named executive officers foras disclosed in this Proxy Statement, which disclosures include the year ended December 31, 2017 should be read together withdisclosures under “Compensation Discussion and Analysis,” the compensation tables and related disclosures aboutthe narrative discussion following the compensation tables. This proposal, commonly known as a “Say-on-Pay” proposal, is not intended to address any specific item of compensation, but rather the overall compensation of our current plans, considerations, expectationsnamed executive officers and determinations regarding futurethe policies and practices described in this Proxy Statement. The next such advisory vote is expected to occur in connection with our 2025 annual meeting of stockholders.
This section discusses the principles underlyingvotes cast have supported our executive compensation policies and decisions. It provides qualitative information regarding the manner in which compensation is earned by ourprogram. The Company’s philosophy for compensating executive officers is designed to attract, retain, motivate and places in context the data presentedreward key executives in the tables that follow. Our named executive officers for 2017 were: Edward B. Pitoniak, Chief Executive Officer; John Payne, President and Chief Operating Officer; and Mary Beth Higgins, our former Chief Financial Officer. David Kieske, who previously served as Special Advisor to the Chief Executive Officer, became Chief Financial Officer effective January 1, 2018, and Ms. Higgins became a consultant to the Company through June 30, 2018.
VICI is a newly formed company that had not conducted operations until the Formation Date. Therefore, prior to October 2017, we had not paid any compensation to the individuals who became our executive officers. Information as to the historical compensation by Caesars Entertainment Operating Company, Inc. of certain persons who became our executive officers on the Formation Date is not indicative of the compensation of those executives following the Formation Date. Accordingly, we have not included information regarding compensation and other benefits paid to those executives by Caesars Entertainment Operating Company, Inc., as the case may be, during 2016 or prior years.
Following the Formation Date, our Board of Directors established a Compensation Committee, which oversees and determines the compensation of our executive officers. Our Compensation Committee evaluates and determines the appropriate executive compensation philosophy and objectives for VICI, the process for establishing executive compensation, and the appropriate design of our executive compensation program and compensation arrangements. The Compensation Committee has retained a compensation consultant, Lyons, Benenson & Company Inc., to provide advice and support to the committee in the design and implementation of our executive compensation program.
Company’s highly competitive industry. Our compensation arrangements have beenare designed to reward our executives for achieving both short- and long-term performance goals that are aimed at driving increases in our equity value. These arrangements seek to align the interests of our executives with those of our stockholders through heavy reliance on short- and long-term performance-oriented incentive plans. Our Compensation Committee will reviewreviews and considerconsiders this philosophy and may makemakes adjustments as it determines necessary or appropriate. The principal objectives of our compensation philosophy and program are to:
Primary Elements of Compensation
Our executive compensation program consists of the following key elements:
Base Salary.Each of our executive officers is paid a base salary. Base salary is the fixed element of an executive officer’s annual cash compensation and is intended to attract and retain highly qualified executives and to compensate for expectedday-to-day performance. Factors considered in making determinations about the base salaries for our executive officers include the executive officer’s position, responsibilities associated with that position, experience, expertise, knowledge and qualifications, market factors, the industry in which we operate and compete, recruitment and retention factors, the executive officer’s individual compensation history, salary levels of the other members of our executive team and similarly situated executives at comparable companies, and our overall compensation philosophy.
Annual Incentive Compensation.Our executive officers are eligible for annual incentive compensation, which is intended to motivate the executive officers to achieve short-term company performance goals, to align executive officers’ interests with those of the stockholders and to reward the executive officers for superior individual achievements.
Long-Term Equity-Based Incentive Awards. Our executive officers are eligible to participate in a long-term equity incentive compensation plan, which is designed to motivate executive officers to achieve long-term performance goals and to ensure goal alignment with our stockholders. The amount and timing of any long-term equity-based incentive compensation to be paid or awarded to our executive officers is determined by our Compensation Committee.
Employment and Post-Termination Arrangements of Executive Officers
On the Formation Date, we entered into employment agreements with each of our named executive officers, and we entered into an employment agreement in November 2017 with our current Chief Financial Officer, Mr. Kieske. Below is a summary of such employment agreements. The summaries below are not complete and are qualified in their entirety by reference to the full text of the agreements, which are included as exhibits to the Annual Report on Form 10-K for the year ended December 31, 2017.
On the Formation Date, the Company entered into an employment agreement with Mr. Edward B. Pitoniak, pursuant to which he serves as our Chief Executive Officer. The employment agreement provides for an initial term that ends on December 31, 2020, which term will be automatically extended by successiveone-year terms at the end of the then-current term unless either party provides 90 days’ advance notice ofnon-renewal. Under the terms of the employment agreement, Mr. Pitoniak is entitled to receive an annual base salary of $725,000. Mr. Pitoniak is also eligible to receive annual incentive compensation comprised of a cash bonus with a target value of 100% of his base salary and a maximum value of 200% of his base salary, and equity awards with a target value of 250% of Mr. Pitoniak’s base salary. Our Compensation Committee will establish the performance goals on which the annual cash bonus beginning in 2018 will be based and the form and terms of any equity awards. Mr. Pitoniak’s 2017 bonus, which was paid in 2018, consisted of a $150,000 cash bonus and 24,951 shares of common stock, reflecting a value of $500,000 as of January 15, 2018, based on a10-trading day volume weighted average price (“VWAP”), which shares cannot be transferred until January 15, 2020. In addition, Mr. Pitoniak received an equity grant of 84,746 shares of common stock, reflecting a value of $1,250,000 as of the Formation Date based on an independent appraisal of the value of the common stock on such date, which vests at a rate of 25% per year on each of the first four anniversaries of the Formation Date, and a $161,500 cash bonus.
If Mr. Pitoniak’s employment is terminated by us without “cause” (as defined in the employment agreement), by him for “good reason” (as defined in the employment agreement), he is entitled to certain
severance benefits set forth below, subject to his executing a separation agreement and release. The severance benefits include (1) 150% of base salary and the target bonus for the year of termination, paid over 12 months, (2) apro-rata cash bonus for the year of termination, (3) accelerated vesting of time-based equity awards and(4) non-forfeiture of apro-rata portion of outstanding performance-based equity until the end of the applicable performance period, at which time it may vest based on achievement of the performance goals. If the termination is within six months before or 12 months after a change in control (as defined in the employment agreement) of the Company, the above severance is modified, with the cash severance being 200% of base salary and target bonus and paid in a lump sum, and full vesting of all equity awards.
If Mr. Pitoniak’s employment is terminated due to his death or disability (as defined in the employment agreement), he will be entitled to receive apro-rata cash bonus for the year of termination and accelerated vesting of all time-based equity awards. If Mr. Pitoniak’s employment is terminated because we elect not to renew the term of the employment agreement, all time-based equity awards will vest but will not be entitled to any other severance.
Mr. Pitoniak’s employment agreement provides for customarynon-competition andnon-solicitation covenants that apply for one year after his termination of employment, except that if a termination of employment results from Mr. Pitoniak giving a notice of non-renewal, thenon-competition period applies for three months after the date of termination, and if a termination of employment results from the Company’s decision not to renew the agreement, thenon-competition period ends on the date of termination.
President and Chief Operating Officer
On the Formation Date, the Company entered into an employment agreement with Mr. John Payne pursuant to which he serves as our President and Chief Operating Officer. The employment agreement provides for an initialtwo-year employment term, which term will be automatically extended by successiveone-year terms at the end of the then-current term unless either party provides 90 days’ advance notice ofnon-renewal. Under the terms of the employment agreement, Mr. Payne is entitled to receive an annual base salary of $1,200,000. Mr. Payne also is eligible to receive annual incentive compensation with a target value of $1,800,000, divided between a cash bonus and equity awards. We anticipate that each of the cash bonus and equity awards will have a target value of $900,000, but the determination will be made by our Compensation Committee. Our Compensation Committee also will establish the performance goals (both individual and company objectives) on which the cash bonus will be based and the form and terms of any equity awards.
Mr. Payne’s 2017 annual bonus waspro-rated for the partial year that he was employed. Mr. Payne received a $300,000 cash bonus based on the successful implementation of the Plan of Reorganization, as measured by criteria determined by our Compensation Committee.
If Mr. Payne’s employment is terminated by us without “cause” (as defined in the employment agreement), by him for “good reason” (as defined in the employment agreement), or due to ournon-renewal of the employment term, he will be entitled to certain severance benefits set forth below, subject to his executing a separation agreement and release, and being available to consult through the earlier of December 31, 2018 and 90 days after the completion of an initial public offering (the“Start-Up Period”). The severance benefits include (1) continued payment of base salary until the later of (a) the first anniversary of his termination of employment and (b) the third anniversary of the Formation Date, (2) apro-rata cash bonus for the year of termination, and (3) continued vesting of any outstanding equity awards through theStart-Up Period, at which point they shall become fully vested.
If Mr. Payne’s employment is terminated due to his death or disability (as defined in the employment agreement), he will be entitled to receive apro-rata cash bonus for the year of termination but no other severance benefits.
Mr. Payne’s employment agreement provides for customarynon-competition andnon-solicitation covenants that apply through the later of one year after his termination of employment and the third anniversary
of the Formation Date. Thenon-competition covenant bars Mr. Payne from working for REITs during the specified period. In addition, for a shorter period ending the earlier of December 31, 2018 and 180 days after an initial public offering, Mr. Payne may not work for any entity in the gaming business.
Mary Beth Higgins
On the Formation Date, the Company entered into an employment agreement with Ms. Mary Beth Higgins pursuant to which she served as our Chief Financial Officer from the Formation Date until December 31, 2017. Under the terms of the employment agreement, Ms. Higgins was entitled to receive an annual base salary of $500,000. Ms. Higgins was also eligible to receive annual incentive compensation with a target value of $700,000, divided between a cash bonus and equity awards. We initially anticipated that each of the cash bonus and equity awards would have a target value of $350,000 with the determination to be made by our Compensation Committee. Our Compensation Committee also established the performance goals (both individual and company objectives) on which the cash bonus would be based and the form and terms of any equity awards. Ms. Higgins’ 2017 annual bonus waspro-rated for the partial year that she was employed, and was comprised of a $117,000 cash bonus based on the successful implementation of the Plan of Reorganization, as measured by criteria determined by our Compensation Committee. Any additional bonus to which Ms. Higgins would have been entitled was paid as part of her severance described below.
Ms. Higgins’ employment agreement provided that in the event of her termination without “cause” (as defined in the employment agreement), by her for “good reason” (as defined in the employment agreement), or due to ournon-renewal of the employment term, she would be entitled to certain severance benefits set forth below, subject to her executing a separation agreement and release, and being available to consult during theStart-Up Period. The severance benefits include (1) continued payment of base salary for one year, (2) apro-rata cash bonus for the year of termination, and (3) continued vesting of any outstanding equity awards through theStart-Up Period, at which point they shall become fully vested. In addition, Ms. Higgins is entitled to a lump sum payment equal to the amount by which $1.2 million exceeds the severance, salary and bonus amounts paid to Ms. Higgins.
If Ms. Higgins’ employment terminated due to her death or disability (as defined in the employment agreement), she would have been entitled to receive apro-rata cash bonus for the year of termination but no other severance benefits.
Ms. Higgins’ employment agreement provides for customarynon-competition andnon-solicitation covenants that apply forone-year following her termination of employment. Thenon-competition covenant bars Ms. Higgins from working for REITs during the specified period. In addition, until May 2018, Ms. Higgins may not work for any entity in the gaming business.
On November 9, 2017, we entered into a separation agreement and release with Ms. Higgins. Under the separation agreement, Ms. Higgins is entitled to severance benefits generally consistent with her current employment agreement and former agreement with Caesars Entertainment Operating Company, Inc. that include (a) payment of her base salary for one year, (b) continued eligibility to receive a bonus in respect of 2017, and (c) entitlement to a lump sum payment equal to the amount by which $1.2 million exceeds the sum of (i) the aggregate cash bonus payments (but not salary) paid to her by the Company, and (ii) the severance payable to her. Under the agreement, Ms. Higgins has also agreed to provide consulting services to the Company through June 30, 2018 on a substantially full-time basis and will receive a consulting fee of $41,650 per month.
David Kieske
On November 10, 2017, we announced that David Kieske was appointed by our Board of Directors to the role of Special Advisor to the Chief Executive Officer of the Company, effective November 27, 2017. Effective January 1, 2018, Mr. Kieske became Executive Vice President and Chief Financial Officer, succeeding Mary Beth Higgins, who will continue to consult with the Company through March 31, 2018.
On November 9, 2017, we entered into an employment agreement with Mr. Kieske. The employment agreement provides that Mr. Kieske will serve in the capacities noted above, and has an initial term that ends on December 31, 2020, which term will be automatically extended by successiveone-year terms at the end of the then-current term unless either party provides 90 days’ advance notice ofnon-renewal. Under the terms of the employment agreement, Mr. Kieske is entitled to receive an annual base salary of $450,000. Mr. Kieske also will be eligible to receive annual incentive compensation comprised of a cash bonus with a target value of 85% of his base salary and a maximum value of 170% of his base salary, and equity awards with a target value of 150% of his base salary. Our Compensation Committee will establish the performance goals on which the annual cash bonus will be based and the form and terms of any equity awards.
Mr. Kieske is entitled to be paid certain compensation on account of foregone bonus and incentives and forfeited equity awards, including an initial $150,000 cash bonus within 30 days of commencing employment and an additional $150,000 cash bonus within 30 days of the first anniversary of commencing employment. The initial bonus is subject to repayment if Mr. Kieske’s employment is terminated for “cause” (as defined in the employment agreement) or he resigns without “good reason” (as defined in the employment agreement) before the first anniversary of commencing employment and the second bonus is subject to repayment if his employment is terminated for cause or he resigns without good reason before the second anniversary of commencing employment. Mr. Kieske also received an initial equity grant equal to $500,000, valued as of the date Mr. Kieske commenced employment, which vests at the rate of 25% on each of the first four anniversaries of the date Mr. Kieske commenced employment. The shares underlying the grant may not be transferred or encumbered until the earlier of two years after vesting or four years after the date Mr. Kieske commenced employment.
Mr. Kieske’s 2017 bonus, which was paid in 2018, was a $350,000 cash bonus and shares of the Company’s common stock valued at $400,000. The equity portion of the bonus vests at the rate of 25% on each of January 15, 2019, 2020, 2021 and 2022 and may not be transferred or encumbered until the earlier of two years after vesting or four years after grant.
If Mr. Kieske’s employment is terminated without cause or by him for good reason, he will be entitled to certain severance benefits set forth below, subject to his executing a separation agreement and release. The severance benefits include (1) cash severance equal to the sum of Mr. Kieske’s base salary and target bonus for the year of termination, paid over 12 months, (2) a pro rata cash bonus for the year of termination, (3) accelerated vesting of time-based equity awards and(4) non-forfeiture of a pro rata portion of outstanding performance-based equity awards until the end of the applicable performance period, at which time the awards may vest based on achievement of the performance goals, (5) a $27,500 cash payment, (6) the lapsing of any transfer restrictions on vested equity awards and (7) payment of the initial $150,000 cash bonus and $150,000 cash bonus payable within 30 days of the first anniversary of Mr. Kieske commencing employment, to the extent such bonuses have not yet been paid, and (8) issuance of his initial equity grant if not previously granted. If the termination is within six months before or 12 months after a “change in control” (as defined in the employment agreement) of the Company, the above severance is modified, by (i) the cash severance is increased to 150% of base salary and target bonus, and is paid in a lump sum rather than over 12 months,(ii) non-forfeiture of all (rather than a pro rata portion) outstanding performance based equity awards until the end of the applicable performance period, at which time the awards may vest based on achievement of the performance goals and (iii) a cash payment of $40,000 rather than $27,500.
If Mr. Kieske’s employment is terminated due to his death or “disability” (as defined in the employment agreement), he will be entitled to receive apro-rata cash bonus for the year of termination, accelerated vesting of all time-based equity awards, the lapsing of any transfer restrictions on vested equity awards and, to the extent such bonuses have not yet been paid, payment of the initial $150,000 cash bonus and $150,000 cash bonus payable within 30 days of the first anniversary of Mr. Kieske commencing employment. If Mr. Kieske’s employment is terminated because the Company elects not to renew the term of the employment agreement, all time-based equity awards will vest and all transfer restrictions on vested equity awards will lapse, but he will not
be entitled to any other severance. If Mr. Kieske’s employment is terminated because he elects not to renew the term of the employment agreement, all transfer restrictions on vested equity awards will lapse, but he will not be entitled to any other severance.
Mr. Kieske’s employment agreement also provides for customarynon-competition andnon-solicitation covenants that apply for one year after his termination of employment.
The VICI 2017 Stock Incentive Plan
On the Formation Date, the VICI 2017 Stock Incentive Plan (the “VICI 2017 Stock Plan”) became effective. The following is a summary of the principal provisions of the VICI 2017 Stock Plan. This description of the VICI 2017 Stock Plan is qualified in its entirety by reference to the full text of the VICI 2017 Stock Plan, which is filed as an exhibit to the Company’s Current Report on Form8-K filed with the SEC on October 1, 2017.
Purposes.The purposes of the VICI 2017 Stock Plan are to provide certain key persons, on whose initiative and efforts the successful conduct of the business of the Company depends and who are responsible for the management, growth and protection of the business of the Company or its subsidiaries, with incentives to: (a) enter into and remain in the service of the Company or a Company subsidiary, (b) acquire a proprietary interest in the success of the Company, (c) maximize their performance and (d) enhance the long-term performance of the Company (whether directly or indirectly through enhancing the long-term performance of a Company subsidiary).
Types of Awards to Be Granted.The VICI 2017 Stock Plan provides for the granting of incentive stock options,non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock and dividend equivalent rights. Any of the foregoing is referred to as an “Award.”
Eligibility.Awards under the VICI 2017 Stock Plan may be granted to officers, directors (whether or not they are employed by the Company), and executive, managerial, professional or administrative employees of, and consultants to, the Company and its subsidiaries. The Compensation Committee in its sole discretion shall select which individuals receive Awards.
Shares Available Under the VICI 2017 Stock Plan.The VICI 2017 Stock Plan provides for the grant of Awards with respect to an aggregate of 12,750,000 shares of our common stock, subject to adjustment in the case of certain corporate changes.
No employee may be granted Awards in any calendar year with respect to more than 2,500,000 shares of our common stock. Anon-employee director of the Company may not be granted Awards in any calendar year that, in the aggregate, result in the Company recognizing an expense in excess of $450,000 in connection with the grant of such awards. However, Awards that are granted as part of a director’s annual retainer that otherwise would be paid in cash are not included in the annual limit.
Administration.The VICI 2017 Stock Plan is administered by our Compensation Committee or such other committee which is designated by our Board of Directors to administer the VICI 2017 Stock Plan. It is intended that each of the members of the Compensation Committee shall be a“non-employee director” within the meaning of Rule16b-3 promulgated by the SEC under the Exchange Act. However, no Award shall be invalidated if members of the Compensation Committee are notnon-employee directors. If the Compensation Committee does not exist, or for any other reason determined by our Board of Directors, the Board of Directors may act as the Compensation Committee. The Compensation Committee or the Board of Directors may delegate to one or more officers or managers of the Company the authority to designate the individuals who will receive Awards under the VICI 2017 Stock Plan and certain administrative functions related to those awards, provided that the Compensation Committee shall itself grant all Awards to those individuals who could reasonably be considered to be subject to the insider trading provisions of Section 16 of the Exchange Act. The Compensation
Committee determines the persons who will receive Awards, the type of Awards granted, and the number of shares subject to each Award. The Compensation Committee also determines the prices, expiration dates, vesting schedules, forfeiture provisions and other material features of Awards. The Compensation Committee has the authority to interpret and construe any provision of the VICI 2017 Stock Plan and to adopt such rules and regulations for administering the VICI 2017 Stock Plan as it deems necessary or appropriate. All decisions and determinations of the Compensation Committee are final, binding and conclusive.
Adjustments.In the event of certain corporate actions affecting the Company’s stock, including, for example, a recapitalization, stock split, reverse stock split, reorganization, merger, consolidation orspin-off, the Compensation Committee shall adjust the number of shares of our commonstock available for grant under the VICI 2017 Stock Plan and shall adjust any outstanding Awards (including the number of shares subject to the Awards and the exercise price of stock options) in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the VICI 2017 Stock Plan or those Awards.
Amendment and Termination of the VICI 2017 Stock Plan.The Board of Directors may suspend, discontinue, revise or amend the VICI 2017 Stock Plan or any portion thereof at any time; provided that no such action shall be taken without stockholder approval if such approval is necessary to comply with any legal or regulatory requirement. The Compensation Committee may amend any Award, except that consent of the Award recipient is necessary if the amendment would impair the recipient’s rights under the Award. The Compensation Committee may not amend a stock option or stock appreciation right to reduce the exercise price of the Award.
Summary of Awards Available Under the VICI 2017 Stock Plan
Non-Qualified Stock Options. The exercise price per share of eachnon-qualified stock option (“NQO”) granted under the VICI 2017 Stock Plan is determined by the Compensation Committee on the grant date and will not be less than the fair market value of a share of our common stock on the grant date. Each NQO is exercisable for a term, not to exceed ten years, established by the Compensation Committee on the grant date. The exercise price must be paid by certified or official bank check or, subject to the approval of the Compensation Committee, in shares of our common stock valued at their fair market value on the date of exercise or by such other method as the Compensation Committee may from time to time prescribe.
The VICI 2017 Stock Plan contains provisions applicable to the exercise of NQOs subsequent to a grantee’s termination of employment for “cause,” other than for cause, or due to “disability” (as each such term is defined in the VICI 2017 Stock Plan) or death. These provisions apply unless the Compensation Committee establishes alternative provisions with respect to an Award. In general, these provisions provide that NQOs that are not exercisable at the time of such termination shall expire upon the termination of employment and NQOs that are exercisable at the time of such termination shall remain exercisable until the earlier of the expiration of their original term and (i) in the event of a grantee’s termination other than for cause, the expiration of three months after such termination of employment and (ii) in the event of a grantee’s disability or death (or the grantee’s death after termination of employment), the first anniversary of such termination. In the event the Company terminates the grantee’s employment for cause, all NQOs held by the grantee, whether or not then exercisable, terminate immediately as of the commencement of business on the date of termination of employment.
Stock options generally are not transferrable other than by will or the laws of descent and distribution, except that the Compensation Committee may permit transfers to the grantee’s family members or trusts for the benefit of family members.
Incentive Stock Options. Generally, an incentive stock option (“ISO”) is an option that may provide certain Federal income tax benefits to a grantee not available with an NQO. An ISO has the same plan provisions as an NQO (including with respect to various termination events as described above), except that:
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Stock Appreciation Rights. A stock appreciation right (“SAR”) entitles the grantee to receive upon exercise, for each share subject to the SAR, an amount equal to the excess of (i) the fair market value of a share of our common stock on the date of exercise over (ii) the fair market value of a share of our common stock on the date of grant (or such greater value as the Compensation Committee may set at grant). Each SAR shall be exercisable for a term, not to exceed ten years, established by the Compensation Committee on the grant date. A SAR may be settled in cash or shares of our common stock (valued at their fair market value on the date of exercise of the SAR), in the Compensation Committee’s discretion.
Restricted Stock. Prior to the vesting of any restricted shares, the shares are not transferable by the grantee and are forfeitable. Vesting of the shares may be based on continued employment with the Company and/or upon the achievement of specific performance goals, as the Compensation Committee determines on the grant date. The Compensation Committee may at the time that shares of restricted stock are granted impose additional conditions to the vesting of the shares. Unless the Compensation Committee provides otherwise, unvested shares of restricted stock are automatically and immediately forfeited upon a grantee’s termination of employment for any reason.
Restricted Stock Units. A restricted stock unit entitles the grantee to receive a share of our common stock, or in the sole discretion of the Compensation Committee, the value of a share of our common stock, on the date that the restricted stock unit vests or on such later date as may be determined by the Compensation Committee at grant. Payment shall be in cash, other securities or other property, as determined in the sole discretion of the Compensation Committee. Unless the Compensation Committee provides otherwise, unvested restricted stock units are forfeited upon a grantee’s termination of employment for any reason.
Dividend Equivalent Rights. The Administrator may, in its sole discretion, include as part of an Award of stock options and stock appreciation rights, a dividend equivalent right entitling the grantee to receive amounts equal to the ordinary dividends that would be paid, during the time such Award is outstanding and unexercised, on the shares of common stock covered by such Award if such shares were then outstanding. In the event such a provision is included with respect to an Award, the Administrator shall determine whether such payments shall be made in cash or in shares of common stock, the time or times at which they shall be made, and such other vesting and forfeiture provisions and other terms and conditions as the Administrator shall deem appropriate.
Unrestricted Stock. The Administrator may grant (or sell at a purchase price at least equal to par value) shares of common stock free of restrictions under the VICI 2017 Stock Plan, to such key persons and in such amounts and subject to such forfeiture provisions as the Administrator shall determine in its sole discretion. Shares may be thus granted or sold in respect of past services or other valid consideration.
Performance-Based Awards. The VICI 2017 Stock Plan provides that granting or vesting of Awards may be conditioned on the achievement of specified performance goals. The performance goals may be based on one or more of: (a) earnings (either in the aggregate or on aper-share basis, reflecting dilution of shares as the
Compensation Committee deems appropriate and, if the Compensation Committee so determines, net of or including dividends); (b) gross or net sales; (c) cash flow(s) (including either operating or net cash flows); (d) financial return ratios; (e) total shareholder return, shareholder return based on growth measures or the attainment by the shares of a specified value for a specified period of time, share price or share price appreciation; (f) value of assets, return or net return on assets, net assets or capital (including invested capital); (g) adjustedpre-tax margin; (h) margins, profits and expense levels; (i) dividends; (j) market share, market penetration or other performance measures with respect to specific designated products or product groups and/or specific geographic areas; (k) reduction of losses, loss ratios or expense ratios; (l) reduction in fixed costs; (m) operating cost management; (n) cost of capital; (o) debt reduction; (p) productivity improvements; (q) funds from operations; or (r) customer satisfaction based on specified objective goals or a Company-sponsored customer survey. Each such performance goal may (1) be expressed with respect to the Company as a whole or with respect to one or more divisions or business units, (2) be expressed on apre-tax orafter-tax basis, (3) be expressed on an absolute and/or relative basis, (4) employ comparisons with past performance of the Company (including one or more divisions) and/or (5) employ comparisons with the current or past performance of other companies, and in the case of earnings-based measures, may employ comparisons to capital, stockholders’ equity and shares outstanding.
To the extent applicable, the measures used in performance goals set under the VICI 2017 Stock Plan shall be determined in a manner consistent with the methods used in the financial statements included in the Company’s Forms10-K and10-Q, except that in the determination of the Compensation Committee and consistent with applicable tax regulations, adjustments may be made for certain items, including special, unusual ornon-recurring items, acquisitions and dispositions and changes in accounting principles.
Summary of Federal Income Tax Consequences
The following is a brief description of the Federal income tax treatment that will generally apply to Awards under the VICI 2017 Stock Plan based on current Federal income tax rules.
Non-Qualified Stock Options. The grant of an NQO will not result in taxable income to the grantee. Except as described below, the grantee will realize ordinary income at the time of exercise in an amount equal to the excess of the fair market value of our common stock acquired over the exercise price for those shares, and the Company will be entitled to a corresponding deduction. Gains or losses realized by the grantee upon disposition of such shares will be treated as capital gains and losses, with the basis in such shares of our common stock equal to the fair market value of the shares at the time of exercise.
Incentive Stock Options. The grant of an ISO will not result in taxable income to the grantee. The exercise of an ISO will not result in taxable income to the grantee provided that the grantee was, without a break in service, an employee of the Company or a subsidiary during the period beginning on the date of the grant of the option and ending on the date three months prior to the date of exercise (one year prior to the date of exercise if the grantee is disabled, as that term is defined in the Internal Revenue Code of 1986, as amended (the “Code”)). The excess of the fair market value of our common stock at the time of the exercise of an ISO over the exercise price is an adjustment that is included in the calculation of the grantee’s alternative minimum taxable income for the tax year in which the ISO is exercised.
If the grantee does not sell or otherwise dispose of the shares of our common stock within two years from the date of the grant of the ISO or within one year after the transfer of the shares of our common stock to the grantee, then, upon disposition of such shares of our common stock, any amount realized in excess of the exercise price will be taxed to the grantee as capital gain and the Company will not be entitled to a corresponding deduction. A capital loss will be recognized to the extent that the amount realized is less than the exercise price. If the foregoing holding period requirements are not met, the grantee will generally realize ordinary income at the time of the disposition of the shares, in an amount equal to the lesser of (i) the excess of the fair market value of the shares of our common stock on the date of exercise over the exercise price, or (ii) the excess, if any, of the amount realized upon disposition of the shares over the exercise price, and the Company will be entitled to a corresponding deduction. If the amount realized exceeds the value of the shares on the date of exercise, any
additional amount will be capital gain. If the amount realized is less than the exercise price, the grantee will recognize no income, and a capital loss will be recognized equal to the excess of the exercise price over the amount realized upon the disposition of the shares. The Company will be entitled to a deduction to the extent that the grantee recognizes ordinary income because of a disqualifying disposition.
Stock Appreciation Rights. The grant of a SAR will not result in taxable income to the grantee. Upon exercise of a SAR, the fair market value of our common stock received will be taxable to the grantee as ordinary income and the Company will be entitled to a corresponding deduction. Gains and losses realized by the grantee upon disposition of any such shares will be treated as capital gains and losses, with the basis in such shares equal to the fair market value of the shares at the time of exercise.
Restricted Stock. The grant of restricted stock will not result in taxable income at the time of grant and the Company will not be entitled to a corresponding deduction, assuming that the restrictions constitute a “substantial risk of forfeiture” for Federal income tax purposes. Upon the vesting of shares of restricted stock, the holder will realize ordinary income in an amount equal to the then fair market value of those shares, and the Company will be entitled to a corresponding deduction. Gains or losses realized by the grantee upon disposition of such shares will be treated as capital gains and losses, with the basis in such shares equal to the fair market value of the shares at the time of vesting. Dividends paid to the holder during the restriction period, if so provided, will also be compensation income to the grantee and the Company will be entitled to a corresponding deduction. A grantee may elect pursuant to Section 83(b) of the Code to have income recognized at the date of grant of a restricted stock award and to have the applicable capital gain holding period commence as of that date, and the Company will be entitled to a corresponding deduction.
Restricted Stock Units. The grant of a restricted stock unit will not result in taxable income at the time of grant and the Company will not be entitled to a corresponding deduction. Upon the settlement of the restricted stock unit, the holder will realize ordinary income in an amount equal to the then fair market value of the shares received, and the Company will be entitled to a corresponding deduction. Gains or losses realized by the grantee upon disposition of such shares will be treated as capital gains and losses, with the basis in such shares equal to the fair market value of the shares at the time of settlement, when issued to the grantee.
Unrestricted Stock. The grant of unrestricted stock will result in the ordinary income for the recipient at the time of grant in an amount equal to the then fair market value of those shares, and the Company will be entitled to a corresponding deduction. Gains or losses realized by the grantee upon the subsequent disposition of such shares will be treated as capital gains and losses, with the basis in such shares equal to the fair market value of the shares at the time of grant.
Dividend Equivalent Rights. The grant of dividend equivalent rights will not result in income to the recipient or in a tax deduction for the Company. When any amount is paid or distributed to a recipient in respect of a dividend equivalent right, the recipient will recognize ordinary income equal to the fair market value of any property distributed and/or the amount of any cash distributed, and the Company will be entitled to a corresponding deduction.
Withholding of Taxes. The Company may withhold amounts from grantees to satisfy withholding tax requirements. Subject to guidelines established by the Compensation Committee, grantees may have our common stock withheld from Awards or may tender our common stock to the Company to satisfy tax withholding requirements.
$1 Million Limit. Section 162(m) of the Code disallows a Federal income tax deduction for compensation in excess of $1 million per year paid to each of the Company’s chief executive officer, chief financial officer and its three other most highly compensated executive officers. Under tax law as in effect prior to 2018, compensation that qualified as “performance-based compensation” was not subject to the $1 million limit. However, effective January 1, 2018, this exemption has been repealed.
Section 409A. Section 409A of the Code imposes significant restrictions on deferred compensation and may impact on Awards under the VICI 2017 Stock Plan. If the Section 409A restrictions are not followed, a grantee could be subject to accelerated liability for tax on thenon-complying award, as well as a 20% penalty tax. The VICI 2017 Stock Plan is intended to be exempt from or to comply with the requirements of Section 409A.
Tax Advice. The preceding discussion is based on Federal tax laws and regulations presently in effect, which are subject to change, and the discussion does not purport to be a complete description of the Federal income tax aspects of the VICI 2017 Stock Plan. A grantee may also be subject to state and local taxes in connection with the grant of Awards under the VICI 2017 Stock Plan. Grantees are encouraged to see their own legal, tax and accounting advice.
2017 Summary Compensation Table
This Summary Compensation Table summarizes the total compensation paid or earned by each of our named executive officers for the fiscal year ended December 31, 2017.
Name | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | All Other Compensation | Total ($) | ||||||||||||||||||
Edward B. Pitoniak Chief ExecutiveOfficer | 2017 | $ | 170,096 | $ | 311,500 | $ | 1,750,000 | (3) | $ | 77,300 | $ | 2,308,896 | ||||||||||||
Mary Beth Higgins Former ChiefFinancial Officer | 2017 | $ | 117,308 | $ | 117,000 | — | — | $ | 234,308 | |||||||||||||||
John Payne President | 2017 | $ | 281,538 | $ | 300,000 | — | $ | 3,462 | $ | 585,000 |
(1) The amounts in the stock awards column reflect the aggregate grant fair value in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 2 of the consolidated financial statements of VICI Properties Inc. included in our 2017 Annual Report.
(2) The amounts set forth in this column consist of a relocation bonus of $75,000 for Mr. Pitoniak and company matching contributions of $2,300 and $3,462 for Mr. Pitoniak and Mr. Payne, respectively, under our 401(k) plan.
(3) Pursuant to Mr. Pitoniak’s employment agreement entered into on October 6, 2017, Mr. Pitoniak was granted common stock with a fair value of $1,250,000 on October 6, 2017 (84,746 shares) that vests at the rate of 25% on each of the first four anniversaries of the grant date (“Initial Equity Grant”) and common stock with a fair value of $500,000 (24,951 shares) that was fully vested at grant (“2017 Incentive Grant”). Per the terms of Mr. Pitoniak’s employment agreement, the Initial Equity Grant was valued based on an independent appraisal of the value of the Company’s common stock as of October 6, 2017, which appraisal was approved by the Board of Directors in February 2018. Pursuant to Mr. Pitoniak’s employment agreement, the 2017 Incentive Grant was valued as of January 15, 2018 and, in accordance with FASB ASC Topic 718, was fully expensed on October 6, 2017, the date of service inception. The Initial Equity Grant shares and the 2017 Incentive Grant shares were issued on February 26, 2018.
Narrative Disclosure to 2017 Summary Compensation Table
The 2017 Summary Compensation Table includes 2017 cash and equity compensation for our Chief Executive Officer, our former Chief Financial Officer and our President and Chief Operating Officer. The base salary amounts shown represent the pro rata amounts that were paid to these executives based on the time they actually served in these roles (October 6, 2017 through December 31, 2017). The equity compensation, which was paid in 2018, represents an initial equity bonus and a 2017 equity bonus to Mr. Pitoniak, both of which are
based on the terms of his employment agreement. The bonus amounts shown represent the contractually negotiated bonus amounts to be paid for the year. All Other Compensation includes a relocation bonus for Mr. Pitoniak and company matching contributions under our 401(k) plan for Messrs. Pitoniak and Payne.
The following table sets forth information regarding the grants of restricted stock for 2017 to each of our named executive officers.
Name | Grant date | All Other Stock Awards: Number of shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) | |||||||||
Edward B. Pitoniak (1) | October 6, 2017 | 109,697 | $ | 1,750,000 | ||||||||
Mary Beth Higgins | - | - | - | |||||||||
John Payne | - | - | - |
(1) Pursuant to Mr. Pitoniak’s employment agreement entered into on October 6, 2017, Mr. Pitoniak was granted common stock with a fair value of $1,250,000 on October 6, 2017 (84,746 shares) that vests at the rate of 25% on each of the first four anniversaries of the grant date (“Initial Equity Grant”) and common stock with a fair value of $500,000 (24,951 shares) that was fully vested at grant (“2017 Incentive Grant”). Per the terms of Mr. Pitoniak’s employment agreement, the Initial Equity Grant was valued based on an independent appraisal of the value of the Company’s common stock as of October 6, 2017, which appraisal was approved by the Board of Directors in February 2018. Pursuant to Mr. Pitoniak’s employment agreement, the 2017 Incentive Grant was valued as of January 15, 2018 and, in accordance with FASB ASC Topic 718, was fully expensed on October 6, 2017, the date of service inception. The Initial Equity Grant shares and the 2017 Incentive Grant shares were issued on February 26, 2018.
Potential Payments Upon Termination Occurring on December 31, 2017, Including in Connection With a Change In Control
The table below provides our best estimate of the amounts that would be payable (including the value of certain benefits) to each of our named executive officers had a termination hypothetically occurred on December 31, 2017 under various scenarios, including a termination of employment associated with a change in control. The table does not include payments or benefits under arrangements available on the same basis generally to all other eligible employees of the Company. The potential payments were determined under the terms of each named executive officer’s employment agreement in effect on December 31, 2017 and in accordance with our plans and arrangements in effect on December 31, 2017. We also retain the discretion to provide additional payments or benefits to any of our named executive officers upon any termination of employment or change in control. This table includes equity grants that were contractually committed but that have not yet been made. The equity included has been stated at the contractually intended grant date values.
Name | Termination ($) | Termination (other without Cause renewal by us ($) | Termination in ($) | Death or Disability ($) | ||||||||||
Edward B. Pitoniak | ||||||||||||||
Cash Severance | — | $ | 2,062,500 | $ | 2,750,000 | — | ||||||||
Annual Bonus | — | $ | 811,500 | $ | 811,500 | $ | 811,500 | |||||||
Equity Awards (Intrinsic Value) | ||||||||||||||
Unvested Restricted Stock(1) | — | $ | 1,250,000 | $ | 1,250,000 | $ | 1,250,000 | |||||||
Mary Beth Higgins(2) | ||||||||||||||
Cash Severance | — | $ | 1,083,000 | $ | 1,083,000 | — | ||||||||
Annual Bonus | — | $ | 117,000 | $ | 117,000 | $ | 117,000 | |||||||
Equity Awards (Intrinsic Value) | ||||||||||||||
Unvested Restricted Stock | — | — | — | — | ||||||||||
John Payne | ||||||||||||||
Cash Severance | — | $ | 3,314,234 | $ | 3,314,234 | — | ||||||||
Annual Bonus | — | $ | 300,000 | $ | 300,000 | $ | 300,000 | |||||||
Equity Awards (Intrinsic Value) | ||||||||||||||
Unvested Restricted Stock | — | — | — | — |
(1) Reflects the grant date fair value of stock awards granted during the year in accordance with FASB ASC Topic 718. Assumptions used in the calculations of these amounts are set forth in Note 2 to the consolidated financial statements included in our 2017 Annual Report. These shares will vest in full upon termination of employment.
(2) In connection with Ms. Higgins’ separation from service on December 31, 2017, Ms. Higgins is entitled to receive $1,083,000 in accordance with the terms of the separation agreement between us and Ms. Higgins.
In accordance with SEC rules, we are asking for stockholder approval, on anon-binding, advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement, which disclosures include the disclosures under “Compensation Discussion and Analysis,” the compensation tables and the narrative discussion following the compensation tables. This proposal, commonly known as a“Say-on-Pay” proposal, is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the policies and practices described in this Proxy Statement.
We believe that the Company has created a compensation program deserving of stockholder support. The Company’s philosophy for compensating executive officers is designed to attract, retain, motivate and reward key executives in the Company’s highly competitive industry. As we are a newly formed company that had not conducted operations until the Formation Date, the compensation paid to our executive officers in 2017 included certainone-time and/or guaranteed bonuses and equity awards that is not necessarily indicative of the compensation payable to those executives in the future. Our compensation arrangements going forward will be designed to reward our executives for achieving both short- and long-term performance goals that are aimed at driving increases in our equity value. These arrangements seek to align the interests of our executives with those of our stockholders through heavy reliance on short- and long-term performance-oriented incentive plans. Our Compensation Committee will review and consider this philosophy and may make adjustments as it determines necessary or appropriate. The principal objectives of our compensation philosophy and program are to:
Please read “Compensation Discussion and Analysis” on page 51 for additional details about our executive compensation program, including information about the fiscal year 20172023 compensation of our named executive officers.
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| OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE | | |
| | | | | | 49 | |
| 2023 Named Executive Officers | | |||||||||
| Edward B. Pitoniak Chief Executive Officer and Director Age: 68 | | | John W.R. Payne President and Chief Operating Officer Age: 55 | | | David A. Kieske Executive Vice President, Chief Financial Officer and Treasurer Age: 53 | | | Samantha S. Gallagher Executive Vice President, General Counsel and Secretary Age: 47 | |
| 50 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | | | 51 | |
| EXECUTIVE COMPENSATION | | | | |
| | 45.0% 3-Year Total Stockholder Return | | | 3.6% 1-Year Total Stockholder Return | | |
| | Significantly outperformed against Peer Group, Triple Net REIT comparison group, RMZ and S&P 500 in three-year total stockholder return (“TSR”). Outperformed Triple Net REIT comparison group, and lagged the Peer Group, RMZ and S&P 500 in one-year TSR | | | |||
| | † Peer Group includes: Alexandria Real Estate Equities, Inc., AvalonBay Communities, Inc., Caesars Entertainment, Inc., Digital Realty Trust, Inc., Equity Residential, Extra Space Storage Inc., Gaming and Leisure Properties, Inc., Healthpeak Properties, Inc., Hilton Worldwide Holdings Inc., Las Vegas Sands Corp., MGM Resorts International, Public Storage, Realty Income Corporation, SBA Communications Corporation, Simon Property Group, Inc., Vail Resorts, Inc., Welltower, Inc., and W. P. Carey Inc. ‡ Triple Net REITs include: Agree Realty Corporation, EPR Properties, Essential Properties Realty Trust, Four Corners Property Trust, Inc., Gaming and Leisure Properties, Inc., National Retail Properties, Inc., Realty Income Corporation, Spirit Realty Capital, Inc., VICI Properties Inc. and W.P. Carey Inc, and does not include triple net REITs that were not publicly traded during the entirety of 2023. | | | |||
| | VICI 3-Year Total Stock Return Performance (12/31/20 to 12/31/23) | | | |||
| | | |
| 52 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | EXECUTIVE COMPENSATION | |
| | | | | | 53 | |
| 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 return goals through our LTIP. In 2023, 89.2% of our Chief Executive Officer’s total target compensation, and 77.7% (on average) of our other named executive officers’ total target compensation was performance-based and/or at risk/not guaranteed and 10.8% and 22.3% 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 2023 target levels of compensation. Actual 2023 compensation varies based on performance outcomes. | | | |||
| | | |
| 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 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 unvested 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 equity grants, subject to a 5% carve-out for certain equity grants. | | | | | | No plan design features that encourage excessive or imprudent risk taking. | |
| 54 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | EXECUTIVE COMPENSATION | |
| | | | | | 55 | |
| EXECUTIVE COMPENSATION | | | | |
| 2023 Peer Group | | ||||||
| Alexandria Real Estate Equities, Inc. | | | Gaming and Leisure Properties, Inc.* | | | Realty Income Corporation* | |
| AvalonBay Communities, Inc. | | | Healthpeak Properties, Inc. | | | SBA Communications Corp. | |
| Caesars Entertainment, Inc. † | | | Hilton Worldwide Holdings Inc. † | | | Simon Property Group, Inc. | |
| Digital Realty Trust, Inc. | | | Las Vegas Sands Corp. † | | | Vail Resorts, Inc. † | |
| Equity Residential | | | MGM Resorts International † | | | Welltower, Inc. | |
| Extra Space Storage Inc. | | | Public Storage | | | W.P. Carey Inc.* | |
| * Denotes triple-net lease REIT | | | † Denotes experiential operator | |
| Named Executive Officer | | | 2022 Base Salary | | | 2023 Base Salary | | | Percent Increase from 2022 | | |||||||||
| Edward B. Pitoniak | | | | $ | 1,000,000 | | | | | $ | 1,000,000 | | | | | | — | | |
| John W.R. Payne | | | | $ | 1,200,000 | | | | | $ | 1,200,000 | | | | | | — | | |
| David A. Kieske | | | | $ | 575,000 | | | | | $ | 625,000 | | | | | | 8.7% | | |
| Samantha S. Gallagher | | | | $ | 525,000 | | | | | $ | 585,000 | | | | | | 11.4% | | |
| 56 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | EXECUTIVE COMPENSATION | |
| Objective Corporate Performance Metric — Weighted 100% 2023 AFFO Per Share | |
| | | | 2023 STIP Opportunity (as % of Base Salary) | | | 2023 Actual STIP Award | | | 2023 Actual Percentage of Target Award Payout | | |||||||||||||||||||||
| Named Executive Officer | | | Threshold | | | Target | | | Superior | | |||||||||||||||||||||
| Edward B. Pitoniak | | | | | 100% | | | | | | 200% | | | | | | 400% | | | | | $ | 4,000,000 | | | | | | 200% | | |
| John W.R. Payne | | | | | 47.5% | | | | | | 95% | | | | | | 190% | | | | | $ | 2,280,000 | | | | | | 200% | | |
| David A. Kieske | | | | | 67.5% | | | | | | 135% | | | | | | 270% | | | | | $ | 1,687,500 | | | | | | 200% | | |
| Samantha S. Gallagher | | | | | 60% | | | | | | 120% | | | | | | 240% | | | | | $ | 1,404,000 | | | | | | 200% | | |
| | | | | | 57 | |
| EXECUTIVE COMPENSATION | | | | |
| 58 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | EXECUTIVE COMPENSATION | |
| | | | | | | | | | | | | | | | Performance-Based Award(2) | | |||||||||||||||
| Participant | | | 2023 LTIP Award Target | | | Time-Based Award(1) | | | Threshold (50%) | | | Target (100%) | | | Superior (200%) | | |||||||||||||||
| Edward B. Pitoniak | | | | $ | 6,250,000 | | | | | $ | 2,500,000 | | | | | $ | 1,875,000 | | | | | $ | 3,750,000 | | | | | $ | 7,500,000 | | |
| John W.R. Payne | | | | $ | 1,920,000 | | | | | $ | 768,000 | | | | | $ | 576,000 | | | | | $ | 1,152,000 | | | | | $ | 2,304,000 | | |
| David A. Kieske | | | | $ | 2,125,000 | | | | | $ | 850,000 | | | | | $ | 637,500 | | | | | $ | 1,275,000 | | | | | $ | 2,550,000 | | |
| Samantha S. Gallagher | | | | $ | 1,462,500 | | | | | $ | 585,000 | | | | | $ | 438,750 | | | | | $ | 877,500 | | | | | $ | 1,755,000 | | |
| | | | | | 59 | |
| EXECUTIVE COMPENSATION | | | | |
| 60 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | EXECUTIVE COMPENSATION | |
| | | | | | 61 | |
| EXECUTIVE COMPENSATION | | | | |
| Position | | | Multiple | | | As of December 31, 2023, all of our executive officers and non-employee directors exceeded their stock ownership requirements. | |
| Chief Executive Officer | | | 6x base salary | | | ||
| Other Executive Officers | | | 3x base salary | | | ||
| Non-Employee Directors | | | 5x annual base cash retainer | | |
| 62 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | EXECUTIVE COMPENSATION | |
| Name | | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards ($)(1) | | | Non-Equity Incentive Plan Compensation ($)(2) | | | All Other Compensation ($)(3) | | | Total ($) | | |||||||||||||||||||||
| Edward B. Pitoniak Chief Executive Officer | | | | | 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 | | | |||
| | | 2021 | | | | | | 900,000 | | | | | | — | | | | | | 4,050,000 | | | | | | 2,700,000 | | | | | | 12,894 | | | | | | 7,662,894 | | | |||
| John W.R. Payne President and Chief Operating Officer | | | | | 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 | | | |||
| | | 2021 | | | | | | 1,200,000 | | | | | | — | | | | | | 1,560,000 | | | | | | 1,800,000 | | | | | | 12,894 | | | | | | 4,572,894 | | | |||
| David A. Kieske Executive Vice President, Chief Financial Officer and Treasurer | | | | | 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 | | | |||
| | | 2021 | | | | | | 530,000 | | | | | | — | | | | | | 1,563,500 | | | | | | 1,060,000 | | | | | | 12,894 | | | | | | 3,166,394 | | | |||
| Samantha S. Gallagher Executive Vice President, General Counsel and Secretary | | | | | 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 | | | |||
| | | 2021 | | | | | | 470,000 | | | | | | — | | | | | | 1,081,000 | | | | | | 940,000 | | | | | | 12,894 | | | | | | 2,503,894 | | |
| | | | Year | | | 2023 LTIP Award (Time-Based) | | | 2023 LTIP Award (Performance-Based)(a) | | |||||||||
| Edward B. Pitoniak | | | | | 2023 | | | | | $ | 2,500,000 | | | | | $ | 3,750,000 | | |
| John W.R. Payne | | | | | 2023 | | | | | $ | 768,000 | | | | | $ | 1,152,000 | | |
| David A. Kieske | | | | | 2023 | | | | | $ | 850,000 | | | | | $ | 1,275,000 | | |
| Samantha S. Gallagher | | | | | 2023 | | | | | $ | 585,000 | | | | | $ | 877,500 | | |
| | | | | | 63 | |
| 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) ($) | | ||||||||||||||||||||||||||||||||||||
| Name | | | Grant Date | | | Threshold ($) | | | Target ($) | | | Superior ($) | | | Threshold (#) | | | Target (#) | | | Superior (#) | | |||||||||||||||||||||||||||||||||
| Edward B. Pitoniak STIP Award LTIP — Time-Based Award LTIP — PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | 1,000,000 | | | | | | 2,000,000 | | | | | | 4,000,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 2/22/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 72,957 | | | | | | 2,500,000 | | | |||
| | | 2/22/2023 | | | | | | | | | | | | | | | | | | | | | | | | 50,107 | | | | | | 100,214 | | | | | | 200,428 | | | | | | | | | | | | 3,750,000 | | | |||
| John W.R. Payne STIP Award LTIP — Time-Based Award LTIP — PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | 570,000 | | | | | | 1,140,000 | | | | | | 2,280,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 2/22/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 22,413 | | | | | | 768,000 | | | |||
| | | 2/22/2023 | | | | | | | | | | | | | | | | | | | | | | | | 15,393 | | | | | | 30,786 | | | | | | 61,572 | | | | | | | | | | | | 1,152,000 | | | |||
| David A. Kieske STIP Award LTIP — Time-Based Award LTIP — PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | 421,875 | | | | | | 843,750 | | | | | | 1,687,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 2/22/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 24,806 | | | | | | 850,000 | | | |||
| | | 2/22/2023 | | | | | | | | | | | | | | | | | | | | | | | | 17,037 | | | | | | 34,073 | | | | | | 68,146 | | | | | | | | | | | | 1,275,000 | | | |||
| Samantha S. Gallagher STIP Award LTIP — Time-Based Award LTIP — PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | 351,000 | | | | | | 702,000 | | | | | | 1,404,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 2/22/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,072 | | | | | | 585,000 | | | |||
| | | 2/22/2023 | | | | | | | | | | | | | | | | | | | | | | | | 11,726 | | | | | | 23,451 | | | | | | 46,902 | | | | | | | | | | | | 877,500 | | |
| 64 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | 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) ($) | | |||||||||||||||
| Edward B. Pitoniak | | | | | 2/17/2021 | | | | | | 20,057(4) | | | | | | 639,417 | | | | | | | | | | | | | | |
| | | 2/16/2022 | | | | | | 61,044(5) | | | | | | 1,946,083 | | | | | | | | | | | | | | | |||
| | | 2/16/2022 | | | | | | | | | | | | | | | | | | 172,373(6) | | | | | | 5,495,251 | | | |||
| | | 2/22/2023 | | | | | | 72,957(7) | | | | | | 2,325,869 | | | | | | | | | | | | | | | |||
| | | 2/22/2023 | | | | | | | | | | | | | | | | | | —(8) | | | | | | — | | | |||
| John W.R. Payne | | | | | 2/17/2021 | | | | | | 7,726(4) | | | | | | 246,305 | | | | | | | | | | | | | | |
| | | 2/16/2022 | | | | | | 25,169(5) | | | | | | 802,388 | | | | | | | | | | | | | | | |||
| | | 2/16/2022 | | | | | | | | | | | | | | | | | | 71,071(6) | | | | | | 2,265,743 | | | |||
| | | 2/22/2023 | | | | | | 22,413(7) | | | | | | 714,526 | | | | | | | | | | | | | | | |||
| | | 2/22/2023 | | | | | | | | | | | | | | | | | | —(8) | | | | | | — | | | |||
| David A. Kieske | | | | | 2/17/2021 | | | | | | 7,743(4) | | | | | | 246,847 | | | | | | | | | | | | | | |
| | | 2/16/2022 | | | | | | 26,132(5) | | | | | | 833,088 | | | | | | | | | | | | | | | |||
| | | 2/16/2022 | | | | | | | | | | | | | | | | | | 73,790(6) | | | | | | 2,352,425 | | | |||
| | | 2/22/2023 | | | | | | 24,806(7) | | | | | | 790,815 | | | | | | | | | | | | | | | |||
| | | 2/22/2023 | | | | | | | | | | | | | | | | | | —(8) | | | | | | — | | | |||
| Samantha S. Gallagher | | | | | 2/17/2021 | | | | | | 5,354(4) | | | | | | 170,686 | | | | | | | | | | | | | | |
| | | 2/16/2022 | | | | | | 21,225(5) | | | | | | 676,653 | | | | | | | | | | | | | | | |||
| | | 2/16/2022 | | | | | | | | | | | | | | | | | | 59,933(6) | | | | | | 1,910,664 | | | |||
| | | 2/22/2023 | | | | | | 17,072(7) | | | | | | 544,255 | | | | | | | | | | | | | | | |||
| | | 2/22/2023 | | | | | | | | | | | | | | | | | | —(8) | | | | | | — | | |
| | | | | | 65 | |
| EXECUTIVE COMPENSATION | | | | |
| | | | Stock Awards | | |||||||||
| Name | | | Number of Shares Acquired on Vesting (#)(1) | | | Value Realized on Vesting ($)(2) | | ||||||
| Edward B. Pitoniak | | | | | 238,355 | | | | | | 7,748,927 | | |
| John W.R. Payne | | | | | 93,490 | | | | | | 3,041,856 | | |
| David A. Kieske | | | | | 93,584 | | | | | | 3,045,070 | | |
| Samantha S. Gallagher | | | | | 66,313 | | | | | | 2,160,566 | | |
| 66 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | EXECUTIVE COMPENSATION | |
| | | | | | 67 | |
| EXECUTIVE COMPENSATION | | | | |
| Name | | | Benefit | | | Non-renewal by Us ($) | | | Termination without Cause or for Good Reason (no Change in Control) ($) | | | Termination in connection with a Change in Control ($) | | | Death or Disability ($) | | ||||||||||||
| Edward B. Pitoniak | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cash Severance | | | | | — | | | | | | 4,540,000 | | | | | | 6,040,000 | | | | | | — | | | |||
| Pro-rated Bonus | | | | | — | | | | | | 4,000,000 | | | | | | 4,000,000 | | | | | | 4,000,000 | | | |||
| Accelerated Vesting of Restricted Stock(1) | | | | | 4,911,369 | | | | | | 4,911,369 | | | | | | 4,911,369 | | | | | | 4,911,369 | | | |||
| Accelerated Vesting of PSUs(2) | | | | | 3,663,501 | | | | | | 3,663,501 | | | | | | 8,690,073 | | | | | | 3,663,501 | | | |||
| Total | | | | | 8,574,870 | | | | | | 17,114,870 | | | | | | 23,641,442 | | | | | | 12,574,870 | | | |||
| John W.R. Payne | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cash Severance | | | | | — | | | | | | 2,952,500 | | | | | | 4,135,000 | | | | | | — | | | |||
| Pro-rated Bonus | | | | | — | | | | | | 2,280,000 | | | | | | 2,280,000 | | | | | | 2,280,000 | | | |||
| Accelerated Vesting of Restricted Stock(1) | | | | | 1,763,219 | | | | | | 1,763,219 | | | | | | 1,763,219 | | | | | | 1,763,219 | | | |||
| Accelerated Vesting of PSUs(2) | | | | | 1,510,496 | | | | | | 1,510,496 | | | | | | 3,247,201 | | | | | | 1,510,496 | | | |||
| Total | | | | | 3,273,715 | | | | | | 8,506,215 | | | | | | 11,425,420 | | | | | | 5,553,715 | | | |||
| David A. Kieske | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cash Severance | | | | | — | | | | | | 1,496,250 | | | | | | 2,243,125 | | | | | | — | | | |||
| Pro-rated Bonus | | | | | — | | | | | | 1,687,500 | | | | | | 1,687,500 | | | | | | 1,687,500 | | | |||
| Accelerated Vesting of Restricted Stock(1) | | | | | 1,870,750 | | | | | | 1,870,750 | | | | | | 1,870,750 | | | | | | 1,870,750 | | | |||
| Accelerated Vesting of PSUs(2) | | | | | 1,568,283 | | | | | | 1,568,283 | | | | | | 3,438,672 | | | | | | 1,568,283 | | | |||
| Total | | | | | 3,439,034 | | | | | | 6,622,784 | | | | | | 9,240,048 | | | | | | 5,126,534 | | | |||
| Samantha S. Gallagher | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cash Severance | | | | | — | | | | | | 1,314,500 | | | | | | 1,970,500 | | | | | | — | | | |||
| Pro-rated Bonus | | | | | — | | | | | | 1,404,000 | | | | | | 1,404,000 | | | | | | 1,404,000 | | | |||
| Accelerated Vesting of Restricted Stock(1) | | | | | 1,391,594 | | | | | | 1,391,594 | | | | | | 1,391,594 | | | | | | 1,391,594 | | | |||
| Accelerated Vesting of PSUs(2) | | | | | 1,273,776 | | | | | | 1,273,776 | | | | | | 2,658,282 | | | | | | 1,273,776 | | | |||
| Total | | | | | 2,665,370 | | | | | | 5,383,870 | | | | | | 7,424,376 | | | | | | 4,069,370 | | |
| 68 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | EXECUTIVE COMPENSATION | |
| | | | | | 69 | |
| EXECUTIVE COMPENSATION | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based on Stockholder Return | | | | | | | | | | | | | | |||||||||
| Year (a) | | | Summary Compensation Table Total for our CEO (b) (1) (2) | | | Compensation Actually Paid to CEO (c) (3) | | | Average Summary Compensation Table Total for Other NEOs (d) (1) (2) | | | Average Compensation Actually Paid to Other NEOs (e) (3) | | | Total Stockholder Return (f) (4) | | | Peer Group Total Stockholder Return (g) (4) | | | Net Income (h) | | | AFFO Per Share Growth (Company Selected Measure) (i) (5) (6) | | ||||||||||||||||||||||||
| 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 | | |
| | | | 2023 | | |||||||||
| | | | CEO | | | Average of Other NEOs | | ||||||
| SCT Total Compensation | | | | $ | 11,277,678 | | | | | $ | 4,445,945 | | |
| Minus SCT Stock Awards Value | | | | $ | (6,250,000) | | | | | $ | (1,835,833) | | |
| Plus Fair Value of Unvested Equity Awards Granted During the Reporting Year as of Last Day of Reporting Year | | | | $ | 5,326,276 | | | | | $ | 1,564,533 | | |
| Plus Change in Fair Value of Unvested Equity Awards Granted in Prior Years as of Last Day of Reporting Year from Last Day of Year Preceding Reporting Year | | | | $ | 682,903 | | | | | $ | 235,877 | | |
| Plus Change in Fair Value of Equity Awards Vested in Reporting Year as of Vesting Date from Last Day of Year Preceding Reporting Year | | | | $ | 362,355 | | | | | $ | 135,275 | | |
| Plus Value of Accrued Dividends Paid Upon Vesting of Equity Awards in Reporting Year | | | | $ | 1,046,760 | | | | | $ | 389,040 | | |
| Total Compensation Actually Paid | | | | $ | 12,445,973 | | | | | $ | 4,934,837 | | |
| 70 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | EXECUTIVE COMPENSATION | |
| | Significant Financial Performance Measures | | |
| | Absolute TSR | | |
| | Relative TSR | | |
| | AFFO Per Share Growth | | |
Pay Versus Performance Analysis
| | | | | | 71 | |
| EXECUTIVE COMPENSATION | | | | |
| 72 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| 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 Plans | | |||||||||
| Equity compensation plans approved by security holders | | | | | 807,151 | | | | | | N/A | | | | | | 10,202,301(2) | | |
| Equity compensation plans not approved by security holders | | | | | — | | | | | | — | | | | | | — | | |
| Total | | | | | 807,151 | | | | | | — | | | | | | 10,202,301 | | |
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OF HOLDING ANSTOCKHOLDER ADVISORY VOTEVOTES ON EXECUTIVE OFFICER COMPENSATION
We
Because The next advisory vote on the frequency of holding a say-on-pay vote (after this year’s Annual Meeting) will occur no later than the annual meeting of stockholders to be held in 2030.
The affirmative vote of a majority of the votes cast is required for approval, on anon-binding advisory basis, of the frequency of holding thesay-on-pay vote in the future. Since stockholders have several voting choices, it is possible that no single choice will receive a majority of the votes cast.
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| OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
HOLDING STOCKHOLDER ADVISORY VOTES ON EXECUTIVE OFFICER COMPENSATION. | | |
| 74 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| Proposal 1: Election of Directors | |
| The election of seven directors to our Board of Directors, each for a term expiring at the 2025 annual meeting of stockholders or until their respective successors are elected and qualified “FOR” | |
| Proposal 2: Ratification of Appointment of Deloitte & Touche LLP | |
| The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 “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” | |
| Proposal 4: Advisory Vote on Frequency of Holding Stockholder Advisory Votes on Executive Officer Compensation | |
| The recommendation (on a non-binding, advisory basis) of the frequency of holding stockholder advisory votes on executive officer compensation “ONE YEAR” | |
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| 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 return your 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 return your 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. | |
| 76 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | ABOUT THE MEETING: QUESTIONS & ANSWERS | |
Management is responsiblevoting for the Company’s internal controlsratification of the appointment of Deloitte as our independent registered public accounting firm for our year ending December 31, 2024, and financial reporting process.the broker is permitted to vote your shares on such ratification even if the broker does not receive voting instructions from you.
The Audit & Finance Committee serves in an oversight capacity and is not part of the Company’s managerial or operational decision-making process. Management is responsible for the financial reporting process, including the system of internal controls, for the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the U.S. (“GAAP”). The Company’s independent auditor, Deloitte, is responsible for auditing those financial statements and expressing an opinion as to their conformity with GAAP. WeAvailability separately, since each one represents different shares that you own.
We reviewed and discussed with management, the internal auditor and Deloitte the audited financial statements. We discussed with Deloitte matters that independent registered public accounting firms must discuss with audit committees under standards of the PCAOB, including, among other things, matters related to the conduct of the audit of the Company’s consolidated financial statements and the matters required to be discussed by the statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU section 380), as adopted by the PCAOB in Rule 3200T. Deloitte also provided to the Audit & Finance Committee the written disclosures and the letter required by applicable requirements of the PCAOB regarding the independent auditor’s communications with the Audit & Finance Committee concerning independence and represented that it is independent from the Company. Based on our review and the discussions and reports discussed above, and subject to the limitations on our role and responsibilities referred to above, we recommended to the Board of Directorsus. You should not assume that the Company’s audited consolidated financial statements for 2017 be includedinformation in this Proxy Statement is accurate as of any date other than the Company’s Annual Report on Form10-K for the year ended December 31, 2017.
Membersdate of the Audit & Finance Committee:2
Eugene I. Davis (Chair)
Eric L. Hausler
Elizabeth I. Holland
2 The three directors listed above were the membersthis Proxy Statement or, where information relates to another date set forth in this Proxy Statement, then as of the Audit & Finance Committee who participated in the review, discussions and recommendation with respect to the Audit & Finance Committee Report for fiscal year 2017 (as well as the Company’s audited consolidated financial statements for the year ended December 31, 2017, which were previously included in our Form10-K filed with the SEC on March 28, 2018).
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The following table lists the fees for services rendered by our independent registered public accounting firm for the year ended December 31, 2017.
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(1) Audit fees include:
Our Audit & Finance Committee mustpre-approve all audit services and permissible tax andnon-audit services provided by our independent registered public accounting firm. In the intervals between the scheduled meetings of the Audit & Finance Committee, the Audit & Finance Committee delegatespre-approval authority of permissible tax andnon-audit services to the chair of the Audit & Finance Committee or a subcommittee thereof. The chair must report any suchpre-approval decisions to the Audit & Finance Committee at its next regularly scheduled meeting.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC. These persons are also required by SEC rules and regulations to furnish us with copies of these reports. Precise due dates for these reports have been established, and we are required to report in this proxy statement any failure to timely file these reports by those due dates by these persons during 2017.
Based solely on a review of the copies of the forms received and written representations, we believe that our executive officers, directors and persons who own more than 10% of a registered class of our equity securities have timely filed all reports required Section 16(a) of the Exchange Act during 2017.
A list of our stockholders entitled to vote at our Annual Meeting will be available at our Annual Meeting and at least ten days prior to our Annual Meeting, between the hours of 9:00 a.m. and 5:00 p.m., at our offices in 430 Park Avenue, 8th Floor, New York, New York 10022.
| 78 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | OTHER MATTERS | |
and Secretary
June 21, 2018
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