Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common stock, $0.01 par value
VICI
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
VICI Properties Inc.
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Emerging growth company
VICI Properties L.P.
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Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
VICI Properties Inc.
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VICI Properties L.P.
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Item 5.07
Submission of Matters to a Vote of Security Holders.
On April 27, 2022, VICI Properties Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). The information below is a summary of the final voting results on the three proposals considered and voted upon at the Annual Meeting. The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the U.S. Securities and Exchange Commission on March 14, 2022.
Proposal 1: Election of Directors
The following persons were duly elected as directors of the Company to serve until the 2023 Annual Meeting of Stockholders of the Company or until their respective successors are duly elected and qualified: James R. Abrahamson, Diana F. Cantor, Monica H. Douglas, Elizabeth I. Holland, Craig Macnab, Edward B. Pitoniak and Michael D. Rumbolz. The table below sets forth the voting results for each director nominee:
Nominee
Votes For
Votes Against
Abstentions
Broker Non-Votes
James R. Abrahamson
661,987,495
4,894,573
2,012,211
32,458,286
Diana F. Cantor
662,515,293
4,374,393
2,004,593
32,458,286
Monica H. Douglas
666,015,078
872,891
2,006,310
32,458,286
Elizabeth I. Holland
662,388,245
4,500,791
2,005,243
32,458,286
Craig Macnab
664,476,702
2,398,826
2,018,751
32,458,286
Edward B. Pitoniak
666,036,877
842,413
2,014,989
32,458,286
Michael D. Rumbolz
662,905,945
3,971,851
2,016,483
32,458,286
Proposal 2: Ratification of Independent Registered Public Accounting Firm
At the Annual Meeting, the Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The table below sets forth the voting results for this proposal:
Votes For
Votes Against
Abstentions
Broker Non-Votes
698,992,430
335,767
2,024,368
0
Proposal 3: Advisory Vote on Named Executive Officer Compensation
At the Annual Meeting, the Company’s stockholders voted to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers. The table below sets forth the voting results for this proposal:
Votes For
Votes Against
Abstentions
Broker Non-Votes
638,026,413
28,561,707
2,306,159
32,458,286
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VICI PROPERTIES INC.
Date: April 27, 2022
By:
/s/ SAMANTHA S. GALLAGHER
Samantha S. Gallagher
Executive Vice President, General Counsel and Secretary
