UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

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

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VICI PROPERTIES INC.

(Name of Registrant as Specified in Its Charter)

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

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

Introduction

Our Board of Directors currently consists of seven members, all of whom have terms expiring at the Annual Meeting or until his or her earlier death, resignation, removal or a determination by the Board of Directors that such director no longer has the qualifications that are required by the Company’s charter or bylaws. All of our directors will be nominated to serve until the 2023 annual meeting of stockholders or until their successors are duly elected and qualified.

At the Annual Meeting, stockholders will be asked to elect each of the director nominees to serve until the 2023 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 in this Proxy Statement and to serve as a director, if elected. 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 Matters—Director Candidate Qualification and Selection Process”.

Vote Required

Under our bylaws, to be elected in an uncontested election, director nominees must receive the affirmative vote of a majority of the votes cast, which means that the number of 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 broker non-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.

If an incumbent director fails to be re-elected by a majority of votes cast, that director is required under our bylaws to tender his or her resignation to the Board of Directors. Any such resignation will take effect immediately upon its receipt. The Nominating and Governance Committee will consider promptly whether to fill the office of the nominee who has tendered a resignation and make a recommendation to the Board of Directors about filling the vacancy. The Board of Directors is required to act on the Nominating and Governance Committee’s recommendation and publicly disclose its decision and its rationale within 90 days after the election results are certified.

Director Nominees

Below is the biographical information about the director nominees, including the specific experience, qualifications, attributes and skills that led to our Board of Directors and Nominating and Governance Committee to conclude that each should be nominated to serve as a director.

		JAMES R. ABRAHAMSON   Chair of the Board, VICI Properties Inc. Former Chairman and Chief Executive Officer of Interstate Hotels & Resorts   Independent		Age: 66       Director Since: October 2017

BIOGRAPHICAL INFORMATION

Mr. Abrahamson served as Board Chair of Interstate Hotels & Resorts (“Interstate”), the leading global hotel management company comprised of approximately 500 hotels until the sale of Interstate to Aimbridge Hospitality in October 2019. 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 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. Previously, Mr. Abrahamson served as an independent director of CorePoint Lodging Inc., a leading midscale 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, an independent director at LaQuinta Holdings (NYSE: LQ) from 2015 until its sale to Wyndham Hotels & Resorts in 2018 and as an executive director of the Board of Intercontinental Hotels Group (LON: IHG) in 2010 and 2011. Prior to joining Interstate in 2011, Mr. Abrahamson held senior leadership positions with InterContinental Hotels Group (LON: IHG), Hyatt Corporation (NYSE: H), Marcus Corporation (NYSE: MCS) and Hilton Worldwide (NYSE: HLT). Mr. Abrahamson has previously 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. He holds a degree in Business Administration from the University of Minnesota.

		DIANA F. CANTOR   Partner, Alternative Investment Management, LLC   Independent		Age: 64   Director Since: May 2018

BIOGRAPHICAL INFORMATION

Ms. Cantor is currently a partner with Alternative Investment Management, LLC, an independent, privately-held investment firm with a focus on private equity and hedge funds – a position she has held since January 2010. She is a former Chairman and Vice Chairman of the Virginia Retirement System Board of Trustees, where she served 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 also serves on the Board of Directors of Mauser Packaging Solutions and SCP Retirement Services (both private companies), and 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.

BIOGRAPHICAL INFORMATION

Ms. Douglas currently serves as General Counsel for The Coca-Cola Company – a position she has held since April 2021. Ms. Douglas previously served as General Counsel, North America for The Coca-Cola Company from January 2018 through April 2021, Legal Director for The Coca-Cola Company in South Africa from September 2013 through December 2017 and as Vice-President of Supply Chain and Consumer Affairs for The Coca-Cola Company from 2008 through 2013. In addition, Ms. Douglas is a member of 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; 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 Cool Girls, Inc., an organization dedicated to the self-empowerment of girls. She earned a Juris Doctor degree from Stanford Law School, and a Bachelor of Arts degree from the University of Michigan.

		ELIZABETH I. HOLLAND   Chief Executive Officer, Abbell Credit Corporation and Abbell Associates, LLC   Independent		Age: 56     Director Since: January 2018

BIOGRAPHICAL INFORMATION

Ms. Holland is the 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. She has held these roles since 1997. Ms. Holland is also the Chief Executive Officer of Consortial Technologies, LLC, a privately held company. 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 the U.S. 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 (NYSE: FRT), 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 Board of Trustees. She is also a member of 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.

		CRAIG MACNAB   Former Chairman and Chief Executive Officer, National Retail Properties, Inc.   Independent		Age: 66     Director Since: October 2017

BIOGRAPHICAL INFORMATION

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, from 2008 (with his service as Chief Executive Officer beginning in 2004) until his retirement 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 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. Previously, Mr. Macnab was the Chief Executive Officer and President of JDN Realty, a publicly traded real estate investment trust, from 2000 to 2003. 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.

		EDWARD B. PITONIAK   Chief Executive Officer, VICI Properties Inc.		Age: 66   Director Since: October 2017

BIOGRAPHICAL INFORMATION

Mr. Pitoniak was appointed as our Chief Executive Officer on October 6, 2017. Prior to this, 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 served as an independent director on the board of directors of Ritchie Bros. Auctioneers Incorporated (NYSE: RBA), a global asset management and disposition company from July 2006 to May 2019. 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 senior 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 as editor-in-chief and associate publisher with Ski Magazine. Mr. Pitoniak has a Bachelor of Arts degree from Amherst College.

		MICHAEL D. RUMBOLZ   Chairman and Chief Executive Officer, Everi Holdings Inc.   Independent		Age: 67   Director Since: October 2017

BIOGRAPHICAL INFORMATION

Mr. Rumbolz is Chairman of the Board of Directors and has served as Chief Executive Officer of Everi Holdings Inc. (NYSE: EVRI), a developer of gaming products and services, since April 2020. Prior to that, he served as President and Chief Executive Officer from May 2016 through March 2020. In December 2021, Everi Holdings announced that Mr. Rumbolz has been appointed to Executive Chairman of the Board of Directors and will no longer serve as Chief Executive Officer, effective April 1, 2022. Mr. Rumbolz has served as an independent director of Seminole Hard Rock Entertainment, LLC since 2008. Mr. Rumbolz 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. Mr. Rumbolz has also 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, the President and CEO of Anchor Gaming from 1995 to 2000, the director of Development for Circus Enterprises (later Mandalay Bay Group) from 1992 to 1995, and 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.

There are no family relationships among any of our directors or executive officers.

Introduction

Our Audit Committee has appointed the accounting firm of Deloitte (defined below) to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2022. Action by stockholders is not required by law, the NYSE or our organizational documents in the appointment of an independent registered public accounting firm, but this appointment is submitted by our Board of Directors for ratification as a matter of good corporate governance in order to give our stockholders a voice in the designation of auditors. If the appointment is not ratified by our stockholders, our Board of Directors will further consider its choice of Deloitte as our independent registered public accounting firm and may, but will not be required to, appoint a different independent registered public accounting firm. Deloitte has served as our independent registered public accounting firm since our formation on October 6, 2017 and is considered by our management to be well-qualified. Deloitte has advised us that neither it nor any member thereof has any financial interest, direct or indirect, in our Company or any of our subsidiaries in any capacity.

For additional information regarding our independent registered public accounting firm, see “Principal Accountant Fees and Services” below. A representative of Deloitte will be present at the Annual Meeting. The representative will have an opportunity to make a statement if desired and will be available to respond to appropriate questions.

Evaluation of Independent Registered Public Accounting Firm

Prior to selecting Deloitte for the fiscal year ending December 31, 2022, the Audit Committee evaluated Deloitte’s performance with respect to fiscal year 2021. In conducting this annual evaluation, the Audit Committee considered management’s assessment of Deloitte’s performance in areas such as: (i) independence; (ii) the quality and the efficiency of the services provided, including audit planning and coordination; (iii) the adequacy of information provided on accounting issues, auditing issues and regulatory developments affecting REITs; (iv) the quality and effectiveness of communications with the Audit Committee and management, including the ability to meet deadlines and respond quickly, (v) reports of the PCAOB and other available data regarding the quality of work performed by Deloitte; and (vi) the geographic reach and expertise of Deloitte in terms of quantity, quality and location of staff.

The Audit Committee also considered Deloitte’s tenure, the relative costs, benefits, challenges, overall advisability and potential impact on the Company of changing auditors and the reasonableness of Deloitte’s historical and proposed billable rates. The Audit Committee is responsible for the audit fee negotiations associated with the retention of Deloitte. In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent registered accounting firm. Further, in conjunction with the rotation of the auditing firm’s lead engagement partner every five years, the Audit Committee and its chair will continue to be involved in the selection of Deloitte’s new lead engagement partner. The members of the Audit Committee and the Board believe that the continued retention of Deloitte to serve as our independent external auditor is in the best interests of us and our stockholders.

Vote Required

The affirmative vote of a majority of the votes cast is required for approval of the ratification of the appointment of Deloitte as our independent registered public accounting firm for the fiscal year ending December 31, 2022. As a result, 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.

Corporate Governance Profile

Our commitment to corporate governance is integral to our business and reflects not only regulatory requirements, NYSE listing standards and broadly recognized governance practices, but also effective leadership and oversight by our senior management team and Board of Directors. 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 framework include the following:

Corporate Governance Highlights

We are committed to maintaining the highest standards of corporate governance, which we believe promotes long-term value creation, transparency and accountability to our stockholders. Because corporate governance practices evolve over time, based on our ongoing evaluation of best practices and investor feedback on our governance practices, we have consistently implemented governance and disclosure enhancements since our formation in 2017.

Corporate Governance Documents

Our corporate governance framework is a set of principles, guidelines, policies and practices that support consistent financial performance and long-term value creation for our stockholders.

Environmental Sustainability and Social Responsibility

OVERVIEW OF 2021 ACCOMPLISHMENTS

Environmental sustainability and social responsibility are integral components of growing and maintaining value for our stockholders. Accordingly, we are committed to progress in environmental sustainability across our corporate headquarters, our leased properties and our owned and operated golf courses, as well as to the health, safety and well-being of our employees, suppliers, partners and local communities. Through our Nominating and Governance Committee and Compensation Committee, our Board of Directors oversees the Company’s environmental sustainability and social responsibility efforts and human capital management programs, respectively.

ENVIRONMENTAL SUSTAINABILITY

Environmental Sustainability and Social Responsibility Task Force. Formed in 2018, our Environmental Sustainability and Social Responsibility Task Force consists of employees across functional areas and professional levels and periodically meets to consider our environmental sustainability initiatives.

Our Leased Properties. Our existing leased properties are leased pursuant to long-term, triple-net leases. As a result of our triple-net lease structure, our tenants maintain sole operational control over our properties, including the authority to develop and improve the environmental sustainability performance at the properties. A brief history of our sustainability engagement with our tenants is presented below:

Our Tenants’ Sustainability Initiatives. We are proud of the work our tenants have pursued to implement environmental sustainability measures, set goals and prioritize environmental, social and governance (“ESG”) matters, whether at our leased properties or more broadly across their properties, operations and employee base. Certain of our tenants and future tenants have disclosed their comprehensive initiatives and goals, including those relating to environmental sustainability, such as MGM, Caesars Entertainment, Inc. (“Caesars Entertainment”), Penn National Gaming, Inc. (“Penn National”) and Hard Rock International (“Hard Rock”).

MGM Resorts International. Subject to the closing of the pending MGP Transactions, we will enter into a long-term lease with MGM as our tenant with respect to the fifteen additional properties to be added to our portfolio. MGM has embraced a leadership role in environmental sustainability, including through its “Focused on What Matters: Embracing Humanity & Protecting the Planet” initiative. MGM has committed to pursuing concrete sustainability and climate-related goals through 2025 and actionable efforts to achieve such goals. For example, MGM continues to advance construction of a 100-megawatt utility-scale solar array in North Las Vegas, which they expect will provide up to 90% of the daytime electricity used at all MGM properties on the Las Vegas Strip.

Caesars Entertainment. Caesars Entertainment has been our largest tenant since our formation, currently leasing 68% of our leased properties (exclusive of properties to be acquired pursuant to the MGP Transactions). Caesars’ “PEOPLE PLANET PLAY” strategy represents a comprehensive approach to ESG matters, including environmental sustainability, and they continue to pursue further advancements with respect to their sustainability initiatives. Due to the timing of availability of environmental data with respect to these properties, we have presented below Caesars’ sustainability information with respect to 2020 (and in comparison to 2019). In addition, this historical sustainability information has been adjusted to reflect our acquisition of Harrah’s Atlantic City, Harrah’s Laughlin and Harrah’s New Orleans in connection with the acquisition of Caesars Entertainment Corp. by Eldorado Resorts International (now Caesars Entertainment) on July 20, 2020, and also reflects the dispositions of Harrah’s Reno and Bally’s Atlantic City on September 30 and November 18, 2020, respectively. In 2020, these properties reported the use of 601,360 MWh in electric energy (compared to 715,877 MWh in 2019), 12,762,096 therms of natural gas energy (compared to 17,587,885 therms in 2019), 6,146,711 therms of thermal (heating / cooling) energy (compared to 6,599,566 therms in 2019), 89,362 (Scope 1 MTCO2e) and 260,818 (Scope 2 MTCO2e) in emissions (compared to 115,391 and 346,974 in emissions, respectively, in 2019), and 1,224,931 kGal of water (compared to 1,854,378 kGal in 2019). In addition, these properties diverted from landfills approximately 45.1% of waste generated (compared to 38% in 2019).

Penn National. Penn National currently leases two of our leased properties. Penn National is committed to safeguarding natural resources and helping to protect the environment, through a culture of environmental excellence throughout their organization. Penn National’s designated “Green Teams” at each of their properties lead their sustainability initiatives, which highlights include LEED Gold or LEED Silver certification of their three latest greenfield developments, energy efficiency initiatives at two casinos currently under development, and further sustainability improvements across their portfolio.

Hard Rock. Hard Rock currently leases one of our leased properties (and two, following the closing of MGM’s pending sale of the operations of the Mirage to Hard Rock). Through Hard Rock’s “Save the Planet” initiative, their commitment to building an environmentally sustainable future involves operational improvements, partnerships with environmental organizations, and best practice collaboration with vendors, intended to grow their efforts to sustainably address waste, energy, and water.

Our Golf Courses. We own and operate four championship golf courses, at which we strive to contribute to the health and sustainable functioning of our ecosystems with policies and practices that protect watersheds, promote biodiversity, and sustain natural resources through maintenance of naturalized areas where possible.

Cascata Golf Club		Chariot Run Golf Club		Grand Bear Golf Club		Rio Secco Golf Club
Boulder City, Nevada		Laconia, Indiana		Saucier, Mississippi		Henderson, Nevada

We continue to make progress in identifying and pursuing sustainability initiatives to mitigate the environmental impact of operations at these properties, such as those set forth below:

We have also initiated a program to facilitate the monitoring of utility data at our owned and operated golf courses in order to more fully understand the environmental impact of our operations and resource usage at each of our courses. Due to the nature of golf course management and the locations of certain of our golf courses, our resource consumption and environmental impact depends to some degree on natural weather patterns and outcomes, including total rainfall in a given location and the degree to which drought-like conditions are experienced throughout the year. In addition, the closure of our golf courses from early March 2020 to mid-May 2020 from the impact of the COVID-19 pandemic may affect the comparability of our resource usage metrics for 2021 as compared to 2020 (and in future years).

Waste Management and Recycling. We have implemented recycling programs at each of our golf courses, which encourage all employees and customers to participate in recycling consumer waste, including paper, glass and plastic (including packaging waste).

Investment and Asset Management Strategy. We incorporate sustainability into our investment and asset management strategies with a focus on identifying and assessing environmental-related risks and minimizing environmental impact with respect to such investments and assets. Sustainability is incorporated into our strategy in the following manner:

Climate Change. We recognize that climate change and its widespread impact collectively represent one of the most significant economic and environmental issues faced today. In addition, the impacts of climate change represent a significant risk to the underlying value of our properties, the viability of our tenants’ businesses at our properties, and the health, safety, growth and prosperity of the communities that surround our properties. With respect to our leased property portfolio, due to our triple-net lease model, our tenants are generally responsible for the operation, maintenance, repair and improvement of our leased properties. This may include the implementation of energy conservation and environmental sustainability measures, as well as the assessment and implementation of measures intended to mitigate the impact of climate change. With respect to new investments, we perform customary environmental due diligence on potential assets to assist in identifying any existing risks or liabilities and complete third-party environmental sustainability energy audits to better understand the environmental risks and potential issues and/or liabilities at such properties. At our golf courses, we have implemented sustainability measures to mitigate the environmental impact of these businesses and continue to evaluate additional measures at these properties to contribute to addressing climate change. We expect to continue to enhance our climate change risk evaluation and management processes to more fully integrate these matters into our long-term investment strategy and risk mitigation policies and procedures.

SOCIAL RESPONSIBILITY

We are committed to contributing positively to our communities and to creating and sustaining a positive work environment and corporate culture that fosters employee engagement, health, safety and well-being, diversity and inclusion, and equal opportunity through a focus on recruitment and retention of employees with skills, experiences and viewpoints that contribute to our success and enhance our culture, and providing competitive benefit programs, training and development opportunities, tuition reimbursement, and community service events.

VICI Values. Since early in VICI’s existence, our management team has coalesced around a set of core values intended to define the way we interact with each other, with our tenants and partners, and with transactional counterparties. These VICI Values, while fluid and adaptable to our changing circumstances, are comprised of core principles emphasizing the value of:

Advancing Diversity and Inclusion. Since our formation in 2017, we have maintained the vital importance of a diverse and inclusive culture in fostering the continued growth and success of our organization. In 2021, we continued the work of reviewing and improving our organization’s diversity and inclusion policies and practices with the leadership of our Diversity and Inclusion Task Force.

Racial and Ethnic Diversity. Information regarding the racial and ethnic diversity of our Board of Directors and our corporate team, as of December 31, 2020 and 2021, is presented below:

Gender Diversity. Information regarding the gender diversity of our Board of Directors and our corporate team, as of December 31, 2020 and 2021, is presented below:

Commitments to Diversity and Inclusion. In January 2021, our Chief Executive Officer, Ed Pitoniak, affirmed our Company’s commitment to maintaining a diverse and inclusive workplace and outlined our goals as an organization and key next steps in this effort, including the formation of our Diversity and Inclusion Task Force, in a letter to our team members which is available on our website.

Nareit Joint Internship Program. Through our engagement with Nareit, we will be participating in the 2022 inaugural year of a joint internship program sponsored by Nareit, Fannie Mae’s Future Housing Leaders program and the Urban Land Institute (ULI). The internship program is intended to provide participants with valuable exposure to the commercial real estate industry, coupled with educational and certification opportunities and access to a broad range of speakers and additional resources. The internship program supports the Future Housing Leaders’ mission of advancing systemic racial equity within the real estate industry. For the summer of 2022, VICI has committed to hosting two interns for the ten-week program at our corporate headquarters.

VICI Volunteers. Our VICI Volunteers group, comprised of employees from across our corporate team, leads our organization’s community service engagement and related initiatives. In 2021, the work of our VICI Volunteers coupled with the individual charitable engagement of our corporate team members resulted in the below initiatives:

End-of-Year Charitable Engagement. We held a year-end fundraising initiative to benefit the New York Cares Annual Coat Drive and the Marines Toys for Tots Annual Toy Drive, through which our team members donated warm winter coats and children’s toys, respectively, with a company contribution to further support these important causes. We are proud to be named a Silver Cash for Coats+ Champion of the New York Cares Annual Coat Drive and a National Corporate Donor of the Marine Toys for Tots Foundation.

NYSE Charitable Giving Campaign. Through the New York Stock Exchange’s celebration of charitable giving in dedicating its 98th Annual Tree Lighting to a theme of global giving, we elected to highlight Exhale to Inhale, an organization dedicated to empowering those affected by domestic violence and sexual assault to transform their lives through the healing power of trauma-informed yoga.

Golf Course Community Engagement. In addition to our corporate-level involvement described above, each of our golf courses also engages in local community outreach and service on a regular basis. Each golf course prepares an annual calendar of fundraising events centered around designated awareness months, in which a portion of rounds fees paid in that month is contributed to charitable causes. Our golf courses also demonstrate their support and engagement with their respective communities by donating golf rounds for local fundraising efforts, donating over 400 individual player rounds in 2021 to more than 60 charitable organizations. Our golf courses also host charity fundraising events at their facilities from time to time in support of local organizations.

HUMAN CAPITAL MANAGEMENT

Employee Engagement. We engage with our employees on a regular basis in the course of operating our business and to solicit feedback with respect to key topics. Our employees are involved in our business in various ways, including through membership on our Task Forces. In 2021, we initiated our third annual employee engagement survey through the Great Place to Work® Institute in order to monitor the satisfaction of our employees and utilize the results to improve our Company. Following the completion of this survey, we were certified as a Great Place to Work® for the third year in a row, with 87% participation across our organization, 88% of our employees agreed that “Taking all things into account, this is a great place to work”.

Employee Training. We invest in our employees by conducting regular training programs to educate and advance our employees’ understanding of concepts relevant to our business, such as information and cybersecurity, professional development, and with respect to important issues such as diversity, anti-harassment and other matters outlined in our Code of Business Conduct and Corporate Social Responsibility Policy. With respect to our social responsibility initiatives, the VICI team overall participated in approximately 503 hours of aggregate training, 14.2 hours of training per corporate employee and 1.6 hours of training per golf employee in 2021 related to workplace conduct and social responsibility issues (and excluding training relating to other areas, such as business strategy, cybersecurity and operations, including training to address the impact of the COVID-19 pandemic), exceeding our overall and corporate target training goals set in the fourth quarter of 2020. This additional training was largely comprised of a comprehensive diversity, equity and inclusion curriculum provided to our corporate team in coordination with an external training partner.

Regulatory Compliance and Responsible Gaming. Our business is subject to extensive regulation as an owner of gaming-entitled and gaming-related assets. We view comprehensive and responsive engagement with our regulators as a critical part of our governance and corporate social responsibility efforts. We are currently subject to regulation by 12 jurisdictions and required to be licensed or found suitable in nine jurisdictions. We maintain a comprehensive regulatory compliance program through our internal legal and regulatory team overseen by our Audit Committee and our Board of Directors. Each director and officer required to be licensed in the applicable jurisdictions are licensed or pending licensure by all applicable gaming regulatory agencies. In addition, we support our tenants in their compliance with applicable regulatory requirements by cooperating with applicable gaming regulatory authorities in connection with regulatory jurisdiction over our tenants and their affiliates, including the provision of such documents and other information as may be requested by such gaming regulatory authorities relating to our tenants, us, or our respective affiliates. Each of our tenants, as licensed operators of gaming assets, have implemented Responsible Gaming initiatives designed to ensure, among other things, that patrons responsibly enjoy casino games as a form of entertainment.

Board Oversight of Human Capital Management. Our Board plays an important role in the oversight of our human capital management programs and related initiatives. Our Compensation Committee is responsible for our human capital management programs, including those relating to employee compensation practices, employee benefits, and employee recruitment and retention, and our Nominating and Governance Committee maintains oversight of our diversity and inclusion initiatives. Management reports periodically to each committee with respect to these areas, including on a quarterly basis with respect to our diversity and inclusion programs.

Director Independence

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 material relationships with our Company. Our Board of Directors, after broadly considering all relevant facts and circumstances, including with respect to (i) the past and current relationships, if any, of each director with the Company and (ii) the commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships of each director, has affirmatively determined that all of the Company’s non-employee directors, Messrs. Abrahamson, Macnab and Rumbolz and Mses. Cantor, Douglas and Holland are independent directors. In making these determinations, the Board of Directors reviewed the non-employee directors’ relationships, if any, with us, as well as the additional criteria set forth above, and determined that there are no material relationships with our Company.

Board and Committee Structure and Meetings

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 an independent, non-executive role. However, the Board of Directors reserves the right to determine the appropriate leadership structure for the Board of Directors on a case-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. The Board of Directors believes that

having an independent director serve as the Chair is the appropriate leadership structure for our Company at this time because it allows our Chief Executive Officer to focus on executing our Company’s strategic plan and managing our operations and performance, while allowing the Chair to focus on the effectiveness of the Board and provide independent oversight of our senior management team. 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) and the composition of our Board of Directors, the Board of Directors has determined that no lead independent director is necessary at this time. In the event that the Chair of our Board of Directors is no longer independent, we expect that our Board of Directors would appoint a lead independent director and further delineate their role and responsibilities in such capacity.

COMMITTEE STRUCTURE AND MEMBERSHIP

Our Board of Directors has three standing committees: the Audit Committee; the Compensation Committee; and the Nominating and Governance Committee. Our committees are composed entirely of independent directors as defined under the rules, regulations and listing qualifications of the NYSE. From time to time, our Board of Directors may also create additional committees for such purposes as our Board of Directors may determine.

The table below provides information with respect to membership and meetings held for each of the Board committees as of the date of this Proxy Statement:

  Board/Committee Chair       Board/Committee Member