UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

 

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

Check the appropriate box:

 

☐		Preliminary Proxy Statement
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☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Under Rule 14a-12

VICI PROPERTIES INC.

(Name of Registrant as Specified in Its Charter)

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

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TABLE OF CONTENTS

 

 

						i

ABOUT THE MEETING: QUESTIONS & ANSWERS

 

WHY AM I RECEIVING THIS PROXY STATEMENT?

This Proxy Statement is furnished in connection with the solicitation of proxies for use at the Annual Meeting to be held for the purposes stated in the accompanying Notice of Annual Meeting of Stockholders. This solicitation is made by VICI on behalf of our Board of Directors. This Proxy Statement, the enclosed Proxy Card and our 2020 Annual Report are first being mailed to stockholders beginning on or about March 15, 2021.

WHAT AM I BEING ASKED TO VOTE ON, AND WHAT ARE THE BOARD OF DIRECTORS’ VOTING RECOMMENDATIONS?

 

Proposal 1: Election of Directors

The election of seven directors to our Board of Directors, each for a term expiring at the 2022 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, 2021

“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”

 

WILL ANY OTHER MATTERS BE VOTED ON?

The proposals set forth in this Proxy Statement constitute the only business that the Board of Directors intends to present at the Annual Meeting. The proxy does, however, confer discretionary authority upon the persons designated as proxy holders on the Proxy Card, or their substitutes, to vote on any other business that may properly come before the meeting.

WHO IS ENTITLED TO VOTE AT THE ANNUAL MEETING?

Only holders of record of our common stock, or their duly appointed proxies, as of the close of business on March 1, 2021, the record date for the Annual Meeting, are entitled to receive notice of and to vote at the Annual Meeting and all postponements or adjournments 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.

HOW CAN I ATTEND AND VOTE AT THE ANNUAL MEETING?

In consideration of public health concerns relating to COVID-19, the Annual Meeting will be held virtually; you will not be able to attend the Annual Meeting in person. You are entitled to participate in the Annual Meeting if you were a stockholder as of the close of business on March 1, 2021, the record date for the Annual Meeting.

 

•

Attending the Annual Meeting: To attend the Annual Meeting, visit www.virtualshareholdermeeting.com/VICI2021. You will be asked to enter the 16-digit control number found on the proxy card and the voting instruction form that accompanied your proxy materials.

 

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	ABOUT THE MEETING: QUESTIONS & ANSWERS

 

•

Voting During the Annual Meeting: If you are a stockholder as of the record date, you may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting.

 

•

Technical Support for the Annual Meeting: If you have difficulty accessing the virtual Annual Meeting, Technicians will be available to assist you via the toll free phone number listed at www.virtualshareholdermeeting.com/VICI2021.

Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy in advance of the meeting. For information on how to vote prior to the Annual Meeting, see “How Do I Vote Without Attending the Annual Meeting?”

HOW DO I VOTE WITHOUT ATTENDING THE ANNUAL MEETING?

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.

WILL I BE ABLE TO PARTICIPATE IN THE VIRTUAL ANNUAL MEETING IN THE SAME WAY THAT I WOULD BE ABLE TO PARTICIPATE IN AN IN-PERSON ANNUAL MEETING?

Yes. We have taken steps to ensure that the format of the virtual Annual Meeting affords stockholders the same rights and opportunities to participate as they would at an in-person meeting. We have also enhanced stockholder access, participation and communication by providing stockholders the ability to submit questions in advance of the meeting.

You may submit a question in advance of the meeting at www.proxyvote.com after logging in with your control number found on your Proxy Card, voting instruction form or Notice of Availability. Questions may also be submitted during the Annual Meeting through www.virtualshareholdermeeting.com/VICI2021. The Company will respond to as many inquiries at the Annual Meeting as time allows, although questions may be limited on a per stockholder basis due to time constraints. Off-topic, personal or other inappropriate questions will not be answered.

A replay of the meeting, as well as any appropriate questions pertinent to meeting matters and management’s answers that could not be answered during the meeting due to time constraints, will be made publicly available through our investor relations website promptly after the virtual annual meeting.

WHAT WILL CONSTITUTE A QUORUM AT THE ANNUAL MEETING?

The presence in person (virtually) or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast on any matter at the Annual Meeting as of March 1, 2021 will constitute a quorum, permitting the stockholders to conduct business at the Annual Meeting. As of the March 1, 2021 record date, there were 537,020,516 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 (virtually), your shares will be counted for the purpose of determining whether there is a quorum. We will include abstentions and “broker non-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 March 1, 2021, by the vote of a majority of the shares of common stock represented at the Annual Meeting in person (virtually) or by proxy until a quorum has been obtained.

WHAT ARE BROKER NON-VOTES?

Broker non-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 New York Stock Exchange (the “NYSE”), the exchange on which our common stock is listed. On non-routine matters, nominees holding shares for a beneficial owner cannot vote without instructions from the beneficial owner, resulting in a so-called “broker non-vote”.

 

10		VICI PROPERTIES INC.  —  2021 PROXY STATEMENT

		ABOUT THE MEETING: QUESTIONS & ANSWERS

 

Proposal 2 (Ratification of Appointment of Deloitte & Touche LLP (“Deloitte”)) is the only proposal that is considered “routine” under the NYSE rules. Accordingly, no broker non-votes will arise in the context of voting for the ratification of the appointment of Deloitte as our independent registered public accounting firm for our year ending December 31, 2021, and the broker is permitted to vote your shares on such ratification even if the broker does not receive voting instructions from you.

However, broker non-votes may arise in the context of Proposals 1 and 3 (Election of Directors and Advisory Vote on Executive Compensation, respectively) because such proposals are considered non-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 either of these proposals on your behalf.

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 of the director nominees, (ii) “FOR” the ratification of the appointment of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021, (iii) “FOR” approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers, and (iv) as recommended by 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:

 

•

notifying our Secretary in writing that you would like to revoke your proxy;

 

•

completing a Proxy Card on the Internet, by telephone or by mail with a later date at or before our Annual Meeting; or

 

•

attending our Annual Meeting (virtually) and following the instructions available on the meeting website during the meeting.

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 voting 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 may retain the services of a proxy solicitation firm if, in the Board’s view, it is deemed necessary or advisable. Although we do not currently expect to retain such a firm, we estimate that the fees of such firm could be up to $15,000, plus out-of-pocket expenses, all of which would be paid by us.

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.

 

						11

PROPOSAL 1: ELECTION OF DIRECTORS

 

Introduction

 

 

Our Board of Directors currently consists of seven members, all of whom have terms expiring at the Annual Meeting or until his or her earlier death, resignation, removal or a determination by the Board of Directors that such director no longer has the qualifications that are required by the Company’s charter or bylaws. All of our directors will be nominated to serve until the 2022 annual meeting of stockholders or until their successors are elected and qualified.

At the Annual Meeting, stockholders will be asked to elect each of the director nominees to serve until the 2022 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.

 

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH DIRECTOR NOMINEE SET FORTH BELOW.

 

12		VICI PROPERTIES INC.  —  2021 PROXY STATEMENT

		PROPOSAL 1: ELECTION OF DIRECTORS

 

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 of Interstate Hotels & Resorts   Age: 65 Director Since: October 2017   Independent

BIOGRAPHICAL INFORMATION

Mr. Abrahamson served as Chairman of Interstate Hotels & Resorts (“Interstate”), the leading U.S.-based global hotel management company comprising over 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 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 Inc. (NYSE: CPLG), a REIT comprised of over 200 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 Holdings Inc. (NYSE: BV), the largest provider of commercial landscape design and maintenance services in the United States. Prior to joining Interstate in 2011, Mr. Abrahamson also held senior leadership positions with InterContinental Hotels Group (LON: 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 has served as president of the Marriott International National Association owners’ organization in 2017 and 2018, 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.

 

EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS: Mr. Abrahamson’s vast experience in, and knowledge of, the hospitality industry provides our Board of Directors with valuable insight into the industry. Skills gained from extensive previous and current board service in public and private companies are also valuable for our Company and our Board of Directors.

 

		DIANA F. CANTOR   Partner, Alternative Investment Management, LLC   Age: 63 Director Since: May 2018   Independent

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 of the Virginia Retirement System, 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 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.

 

EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS Ms. Cantor possesses extensive financial skills 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, making her qualified for service as a director of the Company.

 

						13

	PROPOSAL 1: ELECTION OF DIRECTORS

 

		MONICA H. DOUGLAS   General Counsel, North America for The Coca-Cola Company   Age: 48 Director Since: February 2020   Independent

BIOGRAPHICAL INFORMATION:

Ms. Douglas currently serves as General Counsel, North America for The Coca-Cola Company – a position she has held since January 2018. Ms. Douglas also served as 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 the 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.

 

EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS: Ms. Douglas possesses extensive consumer branding knowledge, as well as significant governance and risk management experience, which provide valuable and diverse viewpoints to our Board of Directors through her experience as a general counsel.

 

		ELIZABETH I. HOLLAND   Chief Executive Officer, Abbell Credit Corporation and Abbell Associates, LLC   Age: 55 Director Since: January 2018   Independent

BIOGRAPHICAL INFORMATION:

Ms. Holland is the Chief Executive Officer of Abbell Credit Corporation and Abbell Associates, LLC, an 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 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.

 

EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS: Ms. Holland’s retail real estate expertise and experience as Chairman of ICSC provide valuable and complimentary skill sets to our Board of Directors. Ms. Holland also provides valuable experience to our Board of Directors through her public REIT board service.

 

14		VICI PROPERTIES INC.  —  2021 PROXY STATEMENT

		PROPOSAL 1: ELECTION OF DIRECTORS

 

		CRAIG MACNAB   Former Chairman and Chief Executive Officer, National Retail Properties, Inc.   Age: 65 Director Since: October 2017   Independent

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.

 

EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS: Mr. Macnab brings to our Company and Board of Directors extensive strategic and management experience leading a publicly held REIT, as well as a broad skill set gained from vast public and private board experience.

 

		EDWARD B. PITONIAK   Chief Executive Officer, VICI Properties Inc.   Age: 65 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.

 

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 board service. In addition, Mr. Pitoniak’s position as our Chief Executive Officer allows him to advise our Board of Directors on management’s perspective over a full range of issues affecting the Company.

 

						15

	PROPOSAL 1: ELECTION OF DIRECTORS

 

		MICHAEL D. RUMBOLZ   Director and Chief Executive Officer, Everi Holdings Inc.   Age: 66 Director Since: October 2017   Independent

BIOGRAPHICAL INFORMATION:

Mr. Rumbolz is Director and Chief Executive Officer of Everi Holdings Inc. (NYSE: EVRI), a developer of gaming products and services, and an independent director of Seminole Hard Rock Entertainment, LLC. 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. 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.

 

EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS: Mr. Rumbolz’s experience in the highly regulated gaming industry, both as an operator and as a regulator, are valuable to our Company and our Board of Directors. Our Company and our Board of Directors also benefit from Mr. Rumbolz’s extensive prior public and private board service.

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

 

16		VICI PROPERTIES INC.  —  2021 PROXY STATEMENT

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT   REGISTERED PUBLIC ACCOUNTING FIRM

 

    

Our Audit Committee has appointed the accounting firm of Deloitte to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2021. 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 he or she desires 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, 2021, the Audit Committee evaluated Deloitte’s performance with respect to fiscal year 2020. 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, 2021, which is considered a routine matter. 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.

 

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, 2021.

 

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CORPORATE GOVERNANCE MATTERS

 

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:

 

				WHAT WE DO						WHAT WE DON’T DO
				86% Independent Directors. Six of our seven directors standing for election have been determined by us to be “independent” as defined by the NYSE listing standards.						No Classified Board. Our directors are elected annually for one-year terms.
				Independent Chair. Our Chair of the Board is an independent director, which strengthens the role of our independent directors and encourages independent Board leadership.						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.
				Majority Voting for Directors. Directors are elected in uncontested elections by the affirmative vote of a majority of the votes cast.						Opted Out of Maryland Anti-Takeover Statutes. We have elected not to be subject to the Maryland Unsolicited Takeover Act, Maryland Business Combination Statute and the Maryland Control Share Acquisition Statute, and any change to such elections must be approved by our stockholders.
				Annual Board and Committee Self-Evaluations. The Board of Directors and each committee annually conduct a comprehensive self-evaluation process.						No Significant Related Party Transactions. We do not currently have any significant related party transactions. In addition, no immediate family relationships exist between any of our directors or executive officers and any of our other 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.
				Entirely Independent Committees. All of the members of our Audit, Compensation, and Nominating and Governance Committees are independent.						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”.
				Audit Committee Financial Experts. All of the members of our Audit Committee qualify as an “audit committee financial expert” as defined by the SEC.						No Hedging of Our Securities. Our anti-hedging policy prohibits our directors and officers from engaging in any hedging or monetization transactions involving our securities.
				Stock Ownership Guidelines for Directors. Our stock ownership guidelines require that each of our directors, over a reasonable period of time, accumulate a holding of shares having a value of 3x the value of the annual Board of Directors stock retainer amount.						No Pledging of Our Securities. 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.
				Stock Ownership Guidelines for Executives. Our stock ownership guidelines require, over a reasonable period of time, our CEO to accumulate a holding of shares equal to 5x his annual base salary, and our other executives to accumulate a holding of shares equal to 3x their respective annual base salaries.						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.

 

18		VICI PROPERTIES INC.  —  2021 PROXY STATEMENT

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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 made a number of governance and disclosure enhancements since our formation in 2017.

 

2020		2019				2018		2017
•  Appointed a new, highly qualified independent female director, who is also racially diverse •  Adopted a majority voting standard for stockholder bylaw amendments •  Adopted enhanced guiding principles for director continuing education •  Established task force to advance goal of maintaining a diverse and inclusive workplace		•  Adopted stock ownership guidelines for our executive officers •  Adopted a one-year minimum vesting period for equity grants, subject to a 5% carve out •  Amended the Code of Business Conduct to expressly state our commitment to a diverse workplace and expand the categories of discrimination expressly prohibited in our employment practices to include gender identity, gender expression and sexual orientation •  Added environmental sustainability and social responsibility oversight to the responsibilities of the Nominating and Governance Committee •  Adopted a Corporate Social Responsibility Policy and Responsible Supplier Principles				•  Appointed two new, highly qualified independent female directors •  Adopted key governance policies in connection with our initial public offering, including Fair Disclosure Policy, Insider Trading Policy, Conflict of Interest Policy, Code of Business Conduct, Political Contribution Policy •  Implemented a secure reporting hotline and website in support of Whistleblower Policy		•  Since formation in 2017, VICI’s corporate governance has been structured in a manner that we believe closely aligns our interests with those of our stockholders, including stockholder-friendly governance provisions •  Established our strong governance structure, providing for annual director elections, fully independent non-employee directors, and director stock ownership guidelines •  Opted out of Maryland Unsolicited Takeover Act (“MUTA”), Maryland Business Combination Statute and Control Share Acquisition Act

 

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	CORPORATE GOVERNANCE MATTERS

 

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.

 

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 affairs of the Company. The Corporate Governance Guidelines reflect the Board of Directors’ commitment 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:   •  the responsibilities and qualifications of directors, including director independence, and the selection process and evaluation criteria for new director candidates;   •  the responsibilities, composition and functioning of the Board of Directors and its committees;   •  director access to officers and employees, as well as to outside advisors;   •  the principles of director compensation;   •  director orientation and continuing education;   •  Board of Director interaction with stockholders and interested parties;   •  management succession planning, development and review;   •  annual performance evaluation of the Board of Directors and its committees; and   •  minimum stock ownership guidelines for our directors, CEO and other executive officers.   Our Corporate Governance Guidelines are periodically reviewed by the Nominating and Governance Committee. In February 2021, our Board of Directors approved amended Corporate Governance Guidelines to update and harmonize such guidelines with our existing procedures and practices and to address evolving best practices with respect to corporate governance and related matters.
CODE OF   BUSINESS   CONDUCT				Our Board of Directors has adopted 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, including with respect to corporate opportunities, the protection and proper use of company assets, and political contributions and payments to government personnel;   •  promote honest and ethical conduct, including maintaining confidentiality of proprietary or confidential information and the ethical handling of actual or apparent conflicts of interest in a personal and/or professional capacity;   •  promote full, fair, accurate, timely and understandable disclosure in our SEC reports and other public communications;   •  ensure compliance with applicable governmental laws, rules and regulations;   •  establish an expectation of fair dealing with our competitors, tenants, managers of our properties, suppliers and employees;   •  encourage prompt internal reporting of violations of the Code of Business Conduct to appropriate persons identified in the Code of Business Conduct; and   •  advocate for accountability for adherence to the Code of Business Conduct.   In addition, the Code of Business Conduct expressly states our commitment to a diverse workplace and requires that all employment practices and decisions be conducted without regard to race, color, ancestry, national origin, age, gender, sex, sexual orientation, marital status, religion, age, pregnancy and childbirth (or any related medical conditions), disability, gender identity or expression, results of genetic testing, genetic information (including, where applicable, sickle cell trait), or service in the military, or any other protected categories under applicable federal, state, and local laws. In February 2021, our Board of Directors approved an amended Code of Business Conduct to update and harmonize such code with our existing procedures and practices and to address evolving best practices with respect to corporate governance and related matters.   Only our Board of Directors, or a committee designated by the Board of Directors, is 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 regulation or the requirements of the SEC. Any substantive 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 will be posted on our website at www.viciproperties.com under the section “Corporate Responsibility—Governance”.

 

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CORPORATE   SOCIAL   RESPONSIBILITY   POLICY				Our Board of Directors has adopted a Corporate Social Responsibility Policy, which sets forth the Company’s policy to contribute to the improvement of economic, environmental and social conditions through the Company’s business activities regardless of geographic location, within the scope of our capabilities and consistent with applicable laws and regulations, and our Code of Business Conduct. The Corporate Social Responsibility Policy covers, among other things:   •  environmental sustainability;   •  labor, health and safety;   •  human rights and human trafficking;   •  compliance with applicable governmental laws, rules and regulations;   •  business integrity and anti-money laundering;   •  education and training opportunities for our employees, including with respect to cybersecurity, diversity, harassment and sustainability;   •  engagement of stakeholders, including our stockholders, our employees, our tenants and borrowers, and our communities;   •  diversity and inclusion;   •  considerations relating to suppliers, including, where available and feasible, a commitment to work with suppliers to advance economic inclusion and work with minority and women-owned businesses; and   •  cybersecurity and data protection;   •  reporting of apparent misconduct or violations of the policy, including a confidential, secure reporting structure.   Our Board of Directors approves material changes to the Corporate Social Responsibility Policy. In February 2021, our Board of Directors approved an amended Corporate Social Responsibility Policy to update and harmonize such policy with our existing procedures and practices and to address evolving best practices with respect to corporate social responsibility and related matters.
RESPONSIBLE   SUPPLIER   PRINCIPLES				Our Board of Directors has approved Responsible Supplier Principles, designed to outline our expectations for responsible business practices of our third-party suppliers. The Responsible Supplier Principles include our expectation that our third-party suppliers:   •  comply with all applicable laws and regulations;   •  have a commitment to a diverse workplace;   •  institute and enforce policies prohibiting harassment and discrimination;   •  prohibit forced labor and abuse of labor, including human trafficking;   •  prohibit child labor;   •  comply with all applicable local and national wage, work hours, overtime and benefits laws; and   •  support environmental sustainability and business integrity.   Our Board of Directors regularly reviews the Responsible Supplier Principles for changes in our business and any legal or regulatory requirements.

 

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	CORPORATE GOVERNANCE MATTERS

 

POLITICAL   CONTRIBUTION   POLICY				Our Board of Directors has implemented a Political Contribution Policy, which, in addition to our Code of Business Conduct, provides:   •  that Company personnel are encouraged to participate in political activities on their own time and at their own expense, and in a manner consistent with applicable law and the Company’s applicable policies;   •  that Company assets, facilities and resources may not be used for political purposes except in accordance with law and after approval by the Board of Directors;   •  for the implementation of internal safeguards to prevent unlawful political contributions by the Company and our officers, employees and directors who are licensed or have applied for a gaming license in one or more of the jurisdictions in which we are licensed, due to the highly regulated nature of the gaming industry in which we operate; and   •  for the strict prohibition on making illegal payments to government officials of any country, including under the U.S. Foreign Corrupt Practices Act, which prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business, and similar federal, state and local rules, as well as those of foreign governments.   Our Board of Directors periodically reviews the Political Contribution Policy and the Code of Business Conduct. In accordance with our policies, any company resources utilized for political advocacy purposes require the approval of our Board of Directors. In 2020, VICI paid a total of approximately $267,000 in membership dues to the National Association of Real Estate Investment Trusts (Nareit) and the American Gaming Association (AGA), a portion of which was allocated by the respective organization to lobbying and political activities. Except for such portion of these membership dues (which are not directed by VICI), VICI did not expend corporate resources for political advocacy purposes in 2020.
WHISTLEBLOWER   POLICY &   HOTLINE				Our Board of Directors has adopted a Whistleblower Policy, which establishes procedures for (i) the receipt, retention and treatment of complaints regarding improper or questionable accounting, internal accounting controls or auditing matters involving the Company, and (ii) the confidential, anonymous submission of such complaints by employees of the Company. In order to facilitate the submission of such complaints, we have implemented a secure whistleblower hotline and website. The whistleblower hotline and website are operated by an independent service provider and are available for the anonymous submission of complaints.

 

 

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Environmental Sustainability and Social Responsibility

 

 

OVERVIEW OF 2020 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, our Board of Directors oversees the Company’s corporate environmental sustainability and social responsibility efforts. The Nominating and Governance Committee has been tasked with reviewing community, environmental and social responsibility policies, goals and initiatives (including diversity and inclusion efforts).

Environmental Sustainability   •  We implemented a third-party environmental sustainability data monitoring effort at our golf courses, pursuant to which we intend to measure and maintain sustainability metrics at our owned and operated golf courses in connection with environmental sustainability programs   •  We continued to pursue a tenant engagement strategy to coordinate with our tenants on environmental sustainability reporting and initiated efforts to better understand the environmental impact of our properties   •  We negotiated limited “green lease” provisions in certain of our new leases, which require such tenants to, among other things, reasonably cooperate and participate in conservation, sustainability, recycling, energy efficiency, and waste reduction and other programs that may be implemented   •  Our acquisition and transactional underwriting continues to include an assessment of environmental-related risks, including those related to environmental performance and potential environmental exposure or liability, regulatory and zoning-related risks, as well as the potential long-term impact of climate change		Social Responsibility   •  We formed our Diversity and Inclusion Task Force and outlined an internal framework of actionable items to pursue meaningful progress with respect to our diversity and inclusion initiatives through 2021, including a demonstrated commitment to diversity and inclusion to our employees   •  We bolstered our existing employee training program to further address important social responsibility initiatives in 2021, including diversity and inclusion, implicit and unconscious bias, anti-harassment and anti-discrimination   •  We formed our VICI Volunteers team, comprised of employees across different functional areas, to pursue philanthropic and charitable efforts that enable our team members to contribute meaningfully to charitable causes in our communities   •  We were certified as a Great Place to Work™ by the Great Place to Work Institute™ for the second year in a row following our annual employee engagement survey, receiving a 93% rating among our employees

ENVIRONMENTAL SUSTAINABILITY

Corporate Headquarters. In 2019, we relocated our corporate headquarters to a building that has achieved a LEED Gold certification for existing buildings through the integration of many of the latest sustainable building materials and systems into the building’s operation, effectively minimizing the environmental impact of the building. Our corporate headquarters building has also earned an Energy Star Label.

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 from various professional levels, including our General Counsel. The Environmental Sustainability and Social Responsibility Task Force periodically meets to consider, implement and oversee our environmental sustainability initiatives at our owned and operated properties, and to monitor our engagement with our tenants to collect and review data relating to environmental sustainability and understand the environmental impact of our leased property portfolio. In addition, we report to the Nominating and Governance Committee of the Board of Directors on at least a quarterly basis on key updates and developments with respect to our environmental sustainability and social responsibility activity.

 

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	CORPORATE GOVERNANCE MATTERS

 

Our Leased Properties. Our existing leased properties are leased pursuant to long-term, triple-net leases, which provide our tenants with complete control over operations at our properties, including over the implementation of environmental sustainability initiatives consistent with their business strategies and our revenue objectives, and do not permit us to require the collection or reporting of environmental sustainability data. Despite these contractual limitations, in 2019, we initiated a communication and reporting process in partnership with our tenants in order to monitor, record and report environmental sustainability data relating to our leased property portfolio.

Our largest tenant is Caesars Entertainment, Inc., which currently leases 71% of our leased properties. Environmental data is monitored by our tenants at these Caesars-leased properties in order to guide their sustainability initiatives and the setting and achievement of target goals to reduce the environmental impact of their operations. Due to the timing of availability of this data, we have presented below sustainability information with respect to 2019 (and in comparison to 2018). In 2019, these properties reported the use of 586,451 MWh in electric energy (compared to 599,216 MWh in 2018), 14,383,146 therms of thermal (heating / cooling) energy (compared to 14,252,179 therms in 2018), 93,960 (Scope 1 MTCO2e) and 299,703 (Scope 2 MTCO2e) in emissions (compared to 94,828 and 325,471 in emissions, respectively, in 2018), and 1,458,877 kGal of water (compared to 1,489,294 kGal in 2018). In addition, these properties diverted from landfills approximately 38% of waste generated (compared to 42% in 2018).

 

 

Beginning in 2018, our first full year of existence and ownership of our real estate portfolio, we implemented and continue to pursue strategies with our tenants that support their progress in setting year-over-year reporting goals and sustainability targets relative to mitigating the environmental impact of their occupancy. In 2020, we took additional steps to establish formal processes with certain of our tenants, such as the inclusion of limited “green lease” provisions in certain of our new leases, which generally require such tenants to, among other things, reasonably cooperate and participate in conservation, sustainability, recycling, energy efficiency, and waste reduction and other programs that may be implemented.

Golf Course Utility Usage Monitoring. We have retained a third-party service provider 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, key drivers and trends with respect to utility usage at each of our courses. Certain information is included below with respect to the electric energy and water use of our golf course properties. After a complete evaluation of the historical performance and environmental impact of our golf course business, we expect to have a better understanding of our performance which we expect will better inform our ability to set meaningful performance and improvement targets in future years.

Our Golf Courses. We own and operate four championship golf courses, all of which focus on sustainable water use through the reduction of overwatering and irrigation management. However, due to the nature of golf course management and the locations of certain of our golf courses, the extent to which we are able to meet internal goals with respect to reduced utility usage 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 water and electricity usage metrics for 2020 as compared to 2019 (and in future years).

 

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We have initiated environmental conservation and recycling programs at our golf courses, including the elimination of Styrofoam, the ongoing transition to energy-efficient lighting and efforts to reduce our total water usage. Since taking ownership of the golf courses, we continue to transition our existing lighting to all energy-efficient LEDs. The retrofitting of our golf course facilities’ lighting systems is on an as-needed basis and we expect to make steady progress towards our goal of 100% energy-efficient LED lighting at our golf course properties. As of January 1, 2021, approximately 40% of lighting at our golf courses consists of energy-efficient LEDs (compared to approximately 33% as of January 1, 2020). In addition, with respect to water usage, we utilize reclaimed water at our Rio Secco golf course with respect to a significant portion of our irrigation activities, which reclaimed water comprised approximately 85% of our total water usage at Rio Secco in 2020 (and reduced our fresh water usage by such amount).

With respect to environmental conservation and sustainability certifications, the Chariot Run golf course has been certified by the Audubon Cooperative Sanctuary Program as an Audubon Sanctuary and each of our remaining courses are enrolled in the program with the certification process underway. At all of our golf courses, 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. At our Cascata golf course, we continue to make progress on our turf reduction initiative, seeking to reduce the total area of the golf course requiring irrigation in order to reduce overall water usage, which has contributed to our overall reduction in water use over the past two years.

In addition, each of our golf courses collect and report data with respect to water and energy consumption. In 2020, as compared to 2019, the golf courses on an aggregate basis increased water consumption by approximately 3% and reduced electric energy consumption by approximately 9%. In 2019, as compared to 2018 (our first full year of ownership and operation of the golf courses), the golf courses reduced water consumption by approximately 6% and reduced electric energy consumption by approximately 1%.

Following our implementation of internal reporting mechanisms in 2019 to facilitate the collection of environmental sustainability data at our owned and operated properties and our implementation of a comprehensive recycling program at each of our golf courses, we continue to make progress towards long-term sustainability targets to mitigate our environmental impact. Following analysis of the data collected in 2019 and 2020 and in consultation with our third-party sustainability advisor, we expect to set specific targets relating to reductions in energy and water usage at our owned and operated golf courses in the future.

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.

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 2020, as part of a broader review of our organization’s diversity and inclusion policies and practices, we completed the analysis of our existing racial, ethnic and gender diversity among key populations including our Board of Directors, senior management, our corporate team in New York, NY and our entire organization. The analysis included an evaluation of our 2020 performance against 2019, in each case for the period from October 1^st of the previous year through September 30^th of the current year (which is the period through which we internally evaluate such performance in connection with our employee engagement calendar).

Racial and Ethnic Diversity. The racial and ethnic diversity of our Board of Directors and our corporate team, as of March 1, 2020 and 2021, are presented below:

 

 

 

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	CORPORATE GOVERNANCE MATTERS

 

Gender Diversity. The gender diversity of our Board of Directors and our corporate team, as of March 1, 2020 and 2021, are presented below:

 

 

Next Steps. Under the supervision of our Diversity and Inclusion Task Force, we expect to complete a comprehensive review of our existing policies and procedures, including with respect to employee lifecycle monitoring, hiring, recruitment and employment procedures, and enhanced training programs.

VICI Volunteers. In 2020, we formed a group comprised of employees from across our organization to more formally guide and supervise our organization’s community service engagement. We are encouraged by the early activity of our VICI Volunteers initiative, in conjunction with charitable activity by the Company and at each of our golf courses, including the below initiatives:

Bluegrass Downs Donation. In November 2020, we announced the donation of approximately 58 acres of real estate of the property known as Bluegrass Downs, a former race track in Paducah, Kentucky, to McCracken County. Bluegrass Downs ceased operations in November 2019, and the property is expected to be developed into a youth sports facility, providing soccer, baseball and softball facilities for the approximately 1,200 local youth and facilitating additional sports and tourism-related opportunities to the local communities.

Lake Charles Relief Funds. Following the impact of Hurricane Laura and Hurricane Delta in August and September 2020, respectively, VICI contributed to relief funds organized by certain of our tenants for the benefit of their employees in the region to apply for financial assistance for their immediate needs, including food, clothing and shelter.

Corporate-Matched Fundraising Drive. In an effort to capitalize on our employees’ end-of-year charitable contributions, our VICI Volunteers team organized a company-matched fundraising drive through which we selected four charitable organizations in total, two in Las Vegas, Nevada and two in New York, New York, for matching employee donations in addition to stand-alone corporate donations to each organization. In total, VICI and its employees contributed over $25,000 to these organizations through this effort. Our employees also separately participated in our existing Charitable Contribution Matching Policy to contribute to and positively impact organizations of their choice.

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.

Awareness Fundraising. Each of our golf courses prepares an annual calendar of fundraising events centered around designated awareness months, selecting multiple months each year in which to support a given cause by contributing a portion of rounds fees paid in that month to charitable causes. For example, certain of our golf courses donated a portion of their golf proceeds to local veterans’ groups in November 2020 in support and recognition of the National Veterans & Military Families Month recognized by the federal government. On an annual basis, our golf courses also promote awareness and contribute to local charities in pursuit of other causes, such as National Breast Cancer Awareness Month in October, National Autism Awareness Month in April.

Sponsored Rounds. Our golf courses also demonstrate their support for local causes and engagement with their respective communities by donating rounds of golf to be utilized in connection with fundraising efforts. In 2020, our golf courses donated nearly 200 individual player rounds to over 45 different organizations in connection with their fundraising events, including those supporting education, healthcare, emergency services (fire and police), youth sports and tournaments, foundations and other causes.

Local Events. Our golf courses also host charity fundraising events at their facilities from time to time in support of local organizations. For example, our Grand Bear Golf Club hosted its signature Folds of Honor Event in November 2020, raising nearly $15,000 in scholarships to support Folds of Honor, a nonprofit organization that helps provide the families of fallen and disabled service members educational scholarships.

Employee Engagement. In 2020, we initiated our second annual employee engagement survey through the Great Place to Work^® Institute in order to monitor the satisfaction of our employees and to utilize the results to improve our company. Following the completion of this survey, we were certified as a Great Place to Work^® for the second year in a row, with the agreement of 93% of our participating employees.

 

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Employee Education. We invest in employee education, training and development by conducting regular training programs to educate and advance our employees’ understanding of concepts relevant to our business, as well as with respect to issues such as diversity and harassment and other matters outlined in our Code of Business Conduct. In addition, through the leadership of our Diversity and Inclusion Task Force, we have begun to implement additional training in 2021 for our employees with respect to the relevant topics, including implicit and unconscious bias, inclusion, professional development. We facilitate and provide financial support for our employees to visit the various properties in our portfolio as well as to attend site visits for due diligence purposes. These opportunities broaden our employees’ understanding of our business and enhance relationships among our offices and with our tenants. In addition, we encourage our employees to pursue professional development through external education and certifications through a broadly applicable and flexible tuition reimbursement policy.

Employee Benefits. We offer a comprehensive, industry-standard employee benefits package, including a 401(k) plan, medical, dental and vision insurance, disability insurance, life insurance, paid maternity/paternity leave for birth and foster/adoption placements and access to an employee assistance program. In response to feedback from our 2019 employee engagement survey, we enhanced existing benefits to be responsive to our employee feedback, and continue to explore additional opportunities to meaningfully enhance employee benefits.

Reporting. Our confidential and secure, third-party monitored online and telephonic reporting structure enables our employees to report, among other things, any issues with discrimination or other matters that impact the quality of our workplaces. We facilitate and encourage open communication from our employees directly and through our employee assessment process and employee engagement surveys, including in coordination with the Great Place To Work^® Institute.

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.

Accolades.

 

		For the 2020-2021 period, we were certified as a Great Place to Work® by the Great Place to Work® Institute for the second year in a row.				We have been recognized by 2020 Women on Boards because our Board of Directors consisted of at least 20% female directors during 2020.

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 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’s non-employee directors, Messrs. Abrahamson, Macnab and Rumbolz and Mses. Cantor, Douglas and Holland are independent directors. In addition, the Board of Directors previously determined that Mr. Hausler, who resigned from the Board on February 13, 2020, was independent prior to his resignation. In making these determinations, the Board of Directors reviewed the non-employee directors’ relationships, if any, with us, and determined that there are no material relationships that would interfere with the exercise of such directors’ independence from management and our Company.

 

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	CORPORATE GOVERNANCE MATTERS

 

Annual Board and Committee Evaluation Process

 

 

Board and Committee evaluations play a critical role in ensuring the effective functioning of our Board of Directors. It is important to take stock of Board, Committee and director performance and to solicit and act upon feedback received from each member of our Board of Directors. To this end, the Board of Directors and each committee annually conduct a comprehensive self-evaluation process. Noted below are the high-level steps of the Board of Directors and committee self-evaluation process.

 

 

28		VICI PROPERTIES INC.  —  2021 PROXY STATEMENT

		CORPORATE GOVERNANCE MATTERS

 

Director Candidate Qualification and Selection Process

 

 

Director Selection Process. Our Nominating and Governance Committee is responsible for recommending director candidates and nominees to the full Board of Directors, in collaboration with the Chair of the Board of Directors.   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, (iii) stockholders of the Company and (iv) other corporate governance and industry participants, such as the NYSE Board Advisory Council. As part of the candidate identification process, the Nominating and Governance Committee evaluates the skills, experience and diversity of 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 will also take into account whether existing directors have indicated a willingness to continue to serve as directors if re-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 of Directors 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 for re-nomination will be re-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) independent, practical and mature judgment, with the ability to evaluate and appraise objectively the Company’s strategies and 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 the director stock ownership guidelines adopted by the Board of Directors.

 

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	CORPORATE GOVERNANCE MATTERS

 

Director Expectations. 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.

Diversity Recruiting Strategy. We endeavor to have a Board of Directors that represents diverse backgrounds, experiences, expertise, perspective, age, gender, ethnicity, 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. While we believe we have assembled a highly qualified board, supported by third party recognition of their collective qualifications, we continue to monitor the broad pool of potential directors for those candidates who would augment our existing composition and further our commitment to board diversity and excellence.

Board Retirement and Refreshment. Our Board of Directors believes that it is in the best interests of the Company and its stockholders to refresh board membership when appropriate, but not to constrain the Board with a mandatory retirement age that does not take individual circumstances into consideration, including a director’s unique qualifications, contributions, skills or relationships. Accordingly, a director who has turned 75, or who will turn 75 prior to the next annual meeting of stockholders, will be expected to offer their resignation to the Nominating and Governance Committee at least 6 months prior to the next annual meeting of stockholders. The presumption would be that the offer would be accepted and that the director would not be nominated for re-election at the next annual meeting. However, the Board of Directors reserves the right, based on the recommendation of the Nominating and Governance Committee, to nominate such director for re-election if it believes, under the circumstances, that such director is likely to continue to make important contributions to the Board of Directors, and that such director’s continued service on the Board of Directors is in the best interests of the Company and its stockholders. Although we do not have term limits or a mandatory retirement age for our directors, our Board of Directors remains committed to periodic board refreshment. Consistent with this belief, we have appointed three new directors since our formation in 2017, all of whom are female, and one of whom is also racially diverse.

Other Considerations. The Nominating and Governance Committee will consider the optimal size and composition of the Board of Directors and 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 stockholders in accordance with the notice provisions and procedures set forth in the Company’s bylaws.

After completing the identification and evaluation process described above, the Nominating and Governance Committee will recommend to the Board of Directors the nomination of a number of candidates equal to the number of director vacancies that will exist at the annual meeting of stockholders. The Board of Directors will then select the director nominees for stockholders to consider and vote upon at the annual meeting of stockholders.

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., 535 Madison Avenue, 20^th 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 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.

 

30		VICI PROPERTIES INC.  —  2021 PROXY STATEMENT

		CORPORATE GOVERNANCE MATTERS

 

Board Committees and Meetings

 

 

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 membership information for each of the Board committees as of the date of this Proxy Statement:

 

Director		Audit Committee		Compensation Committee		Nominating   and Governance Committee
James R. Abrahamson(1)		—		—		—
Diana F. Cantor*
Monica H. Douglas
Elizabeth I. Holland*
Craig Macnab*
Michael D. Rumbolz
Number of Meetings Held in 2020		5		5		4

  Committee Chair       Committee Member

 

(1)

Mr. Abrahamson serves as our independent Chair of the Board of Directors. Whenever possible, he actively participates, but does not vote, in meetings of the committees of the Board of Directors.

 

*

Audit committee financial expert

DIRECTOR ATTENDANCE AT MEETINGS OF THE BOARD AND ITS COMMITTEES AND ANNUAL MEETINGS OF STOCKHOLDERS

During 2020, our Board of Directors held ten (10) meetings. In addition, our Board of Directors and its committees acted by written consent from time to time as appropriate. Our directors are also frequently consulted by management for advice and counsel and to receive informational updates, including in connection with the COVID-19 pandemic, between formal meetings of our Board of Directors or any of its committees. For 2020, 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. All seven of our directors attended the 2020 annual meeting of stockholders.

AUDIT COMMITTEE

The Audit Committee monitors (i) the integrity of 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 and (v) the qualifications, independence and performance of our independent auditor. The Audit 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 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 Committee are more fully described in our Audit Committee Charter, which is available under the “Investors” tab of the Company’s website at www.viciproperties.com, under the heading “Corporate Responsibility—Governance—Governance Documents”.

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, and that each of them is “independent” as such term is defined by the applicable rules of the SEC and NYSE listing standards applicable to boards of directors generally and audit committees in particular.

COMPENSATION COMMITTEE

The Compensation Committee (i) reviews and approves the compensation and benefits of our executive officers and directors, (ii) administers and makes recommendations to our Board of Directors regarding approval of our incentive compensation and equity-based plans, (iii) produces an annual report on executive compensation for inclusion in our annual report or proxy statement and (iv) publishes an annual

 

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	CORPORATE GOVERNANCE MATTERS

 

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 at www.viciproperties.com, under the heading “Corporate Responsibility—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 and 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 for approval our Corporate Governance Guidelines, our Code of Business Conduct and our policies with respect to conflicts of interest, (iii) reviews periodically our corporate governance documents and makes recommendations, as appropriate, to the Board of Directors of amendments and modifications, (iv) makes recommendations to the Board of Directors as to the membership of committees of the Board of Directors, including a chair for each committee, (v) oversees and evaluates our Board of Directors and management, (vi) 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, (vii) monitors our compliance with the corporate governance requirements of state and Federal law and (viii) reviews community, environmental and social responsibility policies, goals and initiatives, and makes recommendations, as appropriate, to the Board of Directors based on such review. 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 at www.viciproperties.com, under the heading “Corporate Responsibility—Governance—Governance Documents”.

Our Board has determined that each of the members of the Nominating and Governance Committee is “independent” as defined by our Corporate Governance Guidelines and the NYSE listing standards.

 

32		VICI PROPERTIES INC.  —  2021 PROXY STATEMENT

		CORPORATE GOVERNANCE MATTERS

 

Risk Oversight

 

 

		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. 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

COMPENSATION COMMITTEE

NOMINATING AND GOVERNANCE COMMITTEE

The Audit Committee’s responsibilities include, among others, oversight relating to the integrity of our financial statements and financial reporting process; compliance with legal and regulatory requirements; the performance of our internal audit function; evaluation of the independence of our independent auditors; our policies regarding REIT compliance; policies and transactions related to certain swaps and other derivatives transactions; and our Enterprise Risk Management framework.

The Compensation Committee’s responsibilities include, among others, oversight of risks related to the compensation of our executive officers and directors; our compensation practices and plans to ensure that such practices and plans are designed with an appropriate balance of risk and reward in relation to our overall business strategy and do not encourage excessive or unnecessary risk-taking behavior; and our stock ownership guidelines. For more information, see “Executive Compensation—Compensation Discussion and Analysis—Other Compensation Program Elements and Policies—Risk Assessment of Compensation Programs” on page 56.

The Nominating and Governance Committee’s responsibilities include, among others, oversight of the general operations of the Board of Directors; the Company’s 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 community, environmental, social and governance (“ESG”) policies, goals and initiatives.

 

 

 

		THE COVID-19 PANDEMIC   While the committees address COVID-19 risks specific to their respective delegated duties, the Board of Directors has reviewed, overseen and continues to monitor the identification of COVID-19 risks and mitigation strategies related to the Company’s operations, business strategy, continuity, and financial planning. Accordingly, the Board of Directors has ultimate oversight with respect to risks related to the COVID-19 pandemic.

 

 

 

		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.

 

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	CORPORATE GOVERNANCE MATTERS

 

Executive Sessions of Non-Management Directors

 

 

Pursuant to our Corporate Governance Guidelines and the NYSE listing standards, in order to promote open discussion among non-management directors, the non-management directors regularly meet in executive session without management participation. The executive sessions occur after each regularly scheduled meeting of the entire Board of Directors and at such other times that the non-management directors deem necessary or appropriate. The chair of the Board of Directors, or, 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 committee chair, the non-management directors present will elect another committee chair to preside at such session. If the group of non-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. Currently, all of our non-management directors are independent.

Communications with our Board of Directors

 

 

We have a process by which stockholders and/or other parties may communicate with our Board of Directors, our non-management directors as a group, any committee of the Board of Directors or any individual director by e-mail or regular mail. Any such communication may be made anonymously. All communications by e-mail should be sent to corporate.secretary@viciproperties.com. Communications sent by regular mail should be sent to Secretary, VICI Properties Inc., 535 Madison Avenue, 20^th 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 Committee.

Stakeholder Outreach and Engagement

 

 

Our key stakeholder groups consist of our stockholders, our employees, our tenants, as well as our local communities. We engage in conversations with each stakeholder group as appropriate and as circumstances warrant, including as set forth below.

OUR STOCKHOLDERS. On a regular basis throughout the year, management engages in conversations with our stockholders to ensure that management and the Board of Directors understand and consider the issues that are important to our investors. We regularly communicate with our investors on matters relating to our business, strategy and performance, corporate governance, board composition and structure, executive compensation program and corporate responsibility and sustainability initiatives. In addition, at the beginning of each year, we reach out to our top stockholders to maintain an open dialogue. In 2020, we contacted stewardship officers at 24 of our largest stockholders, representing approximately 75% of our total outstanding shares of common stock.

We believe that an ongoing dialogue with our stockholders is a critical component of responsive and transparent corporate governance. In developing our approach to stockholder engagement, our principal goal is to develop strong relationships with our significant stockholders that will allow us to understand those issues that are most meaningful to them, thereby giving us insight into stockholder support of any initiatives and strategies that we propose to implement in furtherance of our long-term growth, governance and corporate initiatives. We recognize that stockholders are the owners of the Company and we use every component of the engagement effort to provide stockholders with insight on our business and our thoughts on relevant issues, including the rationale for our corporate strategy.

The following graphic illustrates our annual cycle of stockholder outreach and engagement:

Throughout the Year Provide transparency into our business, strategy and governance practices   Determine which issues are important to our stockholders; share our views on those issues   Identify emerging issues that may affect our strategies, governance, compensation practices or operations

Before Annual Meeting Request feedback on evolving trends from stockholders   Discuss stockholder feedback with Board (including applicable committees) and consider actions in response to feedback   Solicit support for Board voting recommendations   Monitor voting results

Annual Meeting of Stockholders Stockholders vote on issues such as election of directors, say-on-pay and auditor ratification   Engage with stockholders in an open forum

After Annual Meeting Consider voting results and potential actions in response   Review general governance trends and stockholder issues for upcoming year

 

34		VICI PROPERTIES INC.  —  2021 PROXY STATEMENT

		CORPORATE GOVERNANCE MATTERS

 

OUR EMPLOYEES. We continuously engage with our employees, both at our corporate headquarters in New York and at each of our golf course locations, to address their health, safety and wellbeing and other concerns. On an annual basis, we conduct an organization-wide employee engagement survey through the Great Place To Work^® Institute, as well as pulse surveys from time to time with respect to specific issues. For the 2020-2021 period, we were certified as a Great Place to Work® for the second year in a row.

OUR TENANTS AND BORROWERS. We are in regular communication with each of our tenants and borrowers with respect to their ongoing operations and any issues that may arise at our leased properties or in connection with our leases or loan agreements, as the case may be, including as a result of the ongoing impact of the COVID-19 pandemic, operational restrictions or considerations, and their financial performance in connection therewith.

OUR COMMUNITIES. We engage with our local communities, including those in which our properties are located, to address matters that arise from time to time with respect to specific issues. Through our community service and engagement efforts, we also seek to build and strengthen relationships with these communities. For example, we engaged with the local governments of McCracken County and Paducah, Kentucky throughout 2020 to facilitate our donation of certain land parcels related to the former Bluegrass Downs race track in Paducah, Kentucky, which ceased operations in 2019, for the use of the local community. Refer to “Environmental Sustainability and Social Responsibility—Social Responsibility—VICI Volunteers” for more information on our community service and engagement efforts.

Stockholder Rights Plans

 

 

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.

 

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

Related Party Transactions Policy

 

 

We recognize that related party transactions present a heightened risk of actual, potential or perceived conflicts of interest and have adopted a written policy regarding the review, approval, and ratification of any related party transactions. Our Nominating and Governance Committee is responsible for the review, approval and ratification of “related person transactions” between us and any related person pursuant to the written related person transaction policy adopted by our Board of Directors. Under SEC rules, a related person is an officer, director, nominee for director or beneficial holder of more than 5% of any class of our voting securities since the beginning of the last year or an immediate family member of any of the foregoing. In the course of its review and approval or ratification of a related person transaction, the Nominating and Governance Committee will consider:

 

•

whether the transaction is fair and reasonable to the Company;

 

•

whether the transaction was undertaken in the ordinary course of business of the Company;

 

•

whether the transaction was initiated by the Company, a subsidiary or the related person;

 

•

whether the transaction with the related person is proposed to be, or was, entered into on terms no less favorable to the Company than terms that could have been reached with an unrelated third party;

 

•

the purpose of, and the potential benefits to the Company of, the transaction;

 

•

the approximate dollar value of the amount involved in the transaction, particularly as it relates to the related person;

 

•

the related person’s interest in the transaction;

 

•

whether the transaction would impair the independence of a non-management director; and

 

•

whether the transaction may present an improper conflict of interest for the related person, taking into account the size of the transaction, the overall financial position of the related person, the direct or indirect nature of the related person’s interest in the transaction and the ongoing nature of any proposed relationship.

Any member of the Nominating and Governance Committee who is a related person or the immediate family of a related person with respect to a transaction under review will not be permitted to vote on the approval or ratification of the transaction. However, such a director may be counted in determining the presence of a quorum at a meeting in which such transaction is considered.

Certain Relationships

 

 

INDEMNIFICATION AGREEMENTS AND INSURANCE

We have entered into an indemnification agreement with each of our directors and executive officers. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”) may be permitted to directors or executive officers, we have been informed that in the opinion of the SEC such indemnification is against public policy and is therefore unenforceable. We have purchased and maintain insurance on behalf of all of our directors and executive officers against liability asserted against or incurred by them in their official capacities, whether or not we are required to have the power to indemnify them against the same liability.

 

36		VICI PROPERTIES INC.  —  2021 PROXY STATEMENT

DIRECTOR COMPENSATION

 

Director Compensation Program

 

 

Each of our non-employee directors receives the following compensation for their service on the Board of Directors, which compensation levels have remained unchanged since our formation in 2017.

 

Compensation Component		Amount
Annual Retainer		$225,000   •  60% ($135,000) payable in restricted common stock(1)   •  40% ($90,000) payable in cash
Additional Annual Retainers
Independent Chair of the Board Annual Retainer		$75,000
Committee Chair Annual Retainer		•  $40,000 for the Audit Committee   •  $20,000 for the Compensation Committee   •  $15,000 for the Nominating and Governance Committee
Committee Member Annual Retainer		•  $20,000 for the Audit Committee   •  $10,000 for the Compensation Committee   •  $7,500 for the Nominating and Governance Committee
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 or in a combination of cash and equity. 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.

 

 

(1)	The portion of the annual retainer paid in restricted common stock is paid on an annual meeting-to-annual meeting basis in order to align with each director’s term of service.

Director Compensation for 2020

 

 

The following table summarizes all compensation for our non-employee directors for the fiscal year ended December 31, 2020.

 

Name		Fees Earned or Paid in Cash		Stock Awards(1)		All Other Compensation		Total
James R. Abrahamson		$120,000		$180,000		$—			$300,000
Diana F. Cantor		$137,500		$135,000		$—			$272,500
Monica H. Douglas(2)		$  82,043		$138,970		$—			$221,013
Eric L. Hausler(3)		$  13,336		$    1,750		$—			$  15,086
Elizabeth I. Holland		$120,000		$135,000		$—			$255,000
Craig Macnab		$106,000		$159,000		$—			$265,000
Michael D. Rumbolz		$  99,647		$149,470		$—			$249,117

 

 

(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 14 of the consolidated financial statements included in our 2020 Annual Report. On April 30, 2020, each director received their annual restricted stock award with a value of $135,000, as well as any portion of their annual compensation, including additional annual retainers, that each director elected to receive in stock (in lieu of cash), in each case covering the period from April 30, 2020 (the date of the 2020 annual meeting of stockholders) to April 28, 2021 (the date of the Annual Meeting).

 

(2)	Ms. Douglas joined the Board of Directors, effective February 13, 2020. Accordingly, Ms. Douglas’s 2020 compensation was prorated for her period of Board and committee service.

 

(3)	Mr. Hausler resigned from the Board of Directors, effective February 13, 2020, in order to accept a position as the chief executive officer of a privately held company.

 

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