Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On April 30, 2024, VICI Properties Inc. (the "Company") held its 2024 Annual Meeting of Stockholders (the "Annual Meeting"). The information below is a summary of the final voting results on the four proposals considered and voted upon at the Annual Meeting. The proposals are described in detail in the Company's definitive proxy statement for the Annual Meeting, which was filed with the U.S. Securities and Exchange Commission on March 14, 2024.
Proposal 1: Election of Directors
The following persons were duly elected as directors of the Company to serve until the 2025 Annual Meeting of Stockholders of the Company or until their respective successors are duly elected and qualified: James R. Abrahamson, Diana F. Cantor, Monica H. Douglas, Elizabeth I. Holland, Craig Macnab, Edward B. Pitoniak and Michael D. Rumbolz. The table below sets forth the voting results for each director nominee:
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Nominee
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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James R. Abrahamson
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904,297,088
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15,497,933
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298,378
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37,242,493
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Diana F. Cantor
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915,546,448
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4,256,249
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290,702
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37,242,493
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Monica H. Douglas
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915,580,557
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4,222,251
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290,591
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37,242,493
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Elizabeth I. Holland
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911,669,689
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8,134,340
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289,370
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37,242,493
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Craig Macnab
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904,121,633
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15,662,304
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309,462
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37,242,493
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Edward B. Pitoniak
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919,152,464
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629,674
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311,261
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37,242,493
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Michael D. Rumbolz
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911,255,818
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8,530,677
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306,904
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37,242,493
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Proposal 2: Ratification of Independent Registered Public Accounting Firm
At the Annual Meeting, the Company's stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. The table below sets forth the voting results for this proposal:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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949,628,456
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7,456,547
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250,889
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0
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Proposal 3: Advisory Vote on Named Executive Officer Compensation
At the Annual Meeting, the Company's stockholders voted to approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers. The table below sets forth the voting results for this proposal:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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882,136,369
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37,288,169
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668,861
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37,242,493
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Proposal 4: Advisory Vote on Frequency of Holding Stockholder Advisory Votes on Executive Officer Compensation
At the Annual Meeting, the Company's stockholders voted to recommend, on a non-binding, advisory basis, the frequency of holding stockholder advisory votes on executive officer compensation. The table below sets forth the voting results for this proposal:
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One Year
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Two Years
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Three Years
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Abstentions
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Broker Non-Votes
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895,592,120
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429,150
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23,645,747
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426,382
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37,242,493
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Consistent with the recommendation of the Board of Directors of the Company (the "Board") and in light of the Company's stockholder vote on this proposal, the Board has determined that the Company will hold an advisory vote on executive compensation on an annual basis.