VICI Properties (VICI) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 29, 2025, will be held virtually, allowing global shareholder participation and electronic voting.

• Shareholders will vote on the election of seven directors, ratification of Deloitte & Touche LLP as auditor, and a non-binding advisory vote on executive compensation.

• Board nominees bring diverse experience in hospitality, real estate, finance, and governance, with a focus on long-term value creation.

• 2024 business highlights include continued portfolio diversification, capital deployment, and strong AFFO per share growth.

Voting matters and shareholder proposals

• Proposals include: election of seven directors, auditor ratification, and advisory approval of executive compensation.

• Board unanimously recommends voting in favor of all proposals.

• Proxy access allows groups holding 3%+ of shares for three years to nominate directors.

• Shareholder proposals for the 2026 meeting must be submitted by November 17, 2025.

Board of directors and corporate governance

• Board consists of seven members, six of whom are independent; all committees are fully independent.

• Separate Chair and CEO roles, with an independent Chair.

• Annual board, committee, and director self-assessments; regular refreshment and succession planning.

• Majority voting for directors, no classified board, and robust stock ownership guidelines.

• No material related party transactions or compensation committee interlocks.