VICI Properties (VICI) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on April 28, 2026, with voting on director elections, auditor ratification, and executive compensation approval.

• The board recommends a slate of seven experienced and diverse nominees, emphasizing executive and financial leadership, and a commitment to long-term stockholder value.

• Shareholders can vote online, by phone, mail, or during the meeting, with robust engagement and communication channels available.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven directors, ratifying Deloitte & Touche LLP as auditor for 2026, and approving executive compensation on an advisory basis.

• Proxy access allows groups holding 3%+ of shares for three years to nominate up to 20% of the board.

• No stockholder rights plan is in place, and shareholders may amend bylaws by majority vote.

Board of directors and corporate governance

• 86% of directors are independent; all committees are fully independent.

• Board and committee roles are regularly refreshed, with annual self-assessments and a director retirement policy at age 75.

• Separate independent Chair and CEO roles; no material related party transactions or family relationships.

• Board diversity includes 43% female directors and 14% ethnically diverse members.