Vici Properties Inc DEF 14A, filed Mar 14, 2024

Vici Properties Inc. (VICI)

DEF 14A 2024-03-14 For: 2024-04-30

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Added on June 12, 2026

About this DEF 14A

Vici Properties Inc filed this DEF 14A on March 14, 2024.

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	Elect the seven members named in the accompanying proxy statement to serve on our Board of Directors				Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024				Approve (on a non-binding, advisory basis) the compensation of our named executive officers				Recommend (on a non-binding, advisory basis) the frequency of holding stockholder advisory votes on executive officer compensation

Items of Business		Board Recommends
1.	Election of the seven director nominees named in the accompanying proxy statement	FOR See page 9
2.	Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024	FOR See page 42
3.	Approval (on a non-binding, advisory basis) of the compensation of our named executive officers	FOR See page 49
4.	Recommendation (on a non-binding, advisory basis) for the frequency of holding stockholder advisory votes on executive officer compensation	ONE YEAR See page 74

				VIA THE INTERNET Go to www.proxyvote.com, available 24/7
				BY TELEPHONE Use the toll-free number shown on your Proxy Card or Voting Instruction Form and follow the recorded instructions
				BY MAIL Mark, sign, date and return the enclosed Proxy Card and related instructions in the postage-paid envelope
				DURING THE MEETING Vote through the virtual portal at www.virtualshareholdermeeting.com/VICI2024 during the Annual Meeting

	PROXY STATEMENT SUMMARY					1
	2023 Business Highlights					2
	Our Board Nominees					3
	Corporate Governance Snapshot					5
	ESG Highlights					6
	Executive Compensation Highlights					8
	PROPOSAL 1: ELECTION OF DIRECTORS					9
	Director Nominees					10
	Director Independence					14
	Board and Committee Structure and Meetings					14
	Board Governance and Effectiveness					16
	DIRECTOR COMPENSATION					20
	Director Compensation Program					20
	2023 Director Compensation					20
	CORPORATE GOVERNANCE MATTERS					21
	Corporate Governance Profile					21
	Corporate Governance Highlights					22
	Corporate Governance Documents					23
	Board Committee Responsibilities					26
	Communications with our Board of Directors					27
	Risk Oversight					28
	Stakeholder Engagement					31
	Stockholder Rights					31
	Environmental Sustainability and Social Responsibility					32
	PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					42
	Evaluation of Independent Registered Public Accounting Firm					42
	PRINCIPAL ACCOUNTANT FEES AND SERVICES					43
	Pre-Approval Policies and Procedures of our Audit Committee					43
	AUDIT COMMITTEE REPORT					44
	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS					45
	Related Party Transactions Policy					45
	Certain Relationships					45
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					46
	COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION					48

	COMPENSATION COMMITTEE REPORT					48
	PROPOSAL 3: NON-BINDING, ADVISORY VOTE TO APPROVE THE COMPENSATION OF NAMED EXECUTIVE OFFICERS					49
	EXECUTIVE OFFICERS					50
	EXECUTIVE COMPENSATION					51
	COMPENSATION DISCUSSION AND ANALYSIS					51
	Executive Summary					51
	Compensation Program Overview					53
	Compensation Process					55
	2023 Executive Compensation					56
	Results from 2023 Say-on-Pay Vote					61
	Other Compensation Program Elements and Policies					61
	COMPENSATION TABLES AND ARRANGEMENTS					63
	2023 Summary Compensation Table					63
	2023 Grants of Plan-Based Awards					64
	Outstanding Equity Awards at Year-End					65
	2023 Option Exercises and Stock Vested					66
	Employment Agreements with Executive Officers					66
	Potential Payments Upon Termination or Change in Control					68
	CEO Pay Ratio					69
	PAY VS. PERFORMANCE					70
	EQUITY COMPENSATION PLAN INFORMATION					73
	PROPOSAL 4: NON-BINDING, ADVISORY VOTE REGARDING FREQUENCY OF HOLDING STOCKHOLDER ADVISORY VOTES ON EXECUTIVE OFFICER COMPENSATION					74
	ABOUT THE MEETING: QUESTIONS & ANSWERS					75
	OTHER MATTERS					78
	Annual Report					78
	Changing the Way You Receive Proxy Materials in the Future					78
	Householding of Proxy Materials					78
	Stockholder Proposals for 2025 Annual Meeting					78
	Proxy Access Director Nominations					79
	Other Matters to Come Before the 2024 Annual Meeting					79

	TUESDAY, APRIL 30, 2024 10:00 A.M., EASTERN TIME VIRTUAL MEETING ACCESS: WWW.VIRTUALSHAREHOLDERMEETING.COM/VICI2024			PROXY VOTING
				Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares now as instructed in the proxy statement.

		Record Date
		Stockholders of record as of the close of business on March 4, 2024 are entitled to notice of and to vote at the Annual Meeting and at any postponement or adjournment thereof.

	IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 30, 2024.
	The accompanying proxy statement and our 2023 Annual Report are available at https://investors.viciproperties.com/ annual-meeting/. In addition, our stockholders may access this information, as well as submit their voting instructions, at www.proxyvote.com by having their proxy card and related instructions in hand.

INDEX OF FREQUENTLY REQUESTED INFORMATION
Director Nominees	10	Total Stockholder Return Benchmarking	52
Corporate Governance Matters	21	Peer Group and Benchmarking	55
Environmental Sustainability and Social Responsibility	32	2023 STIP Award Opportunities and Results	57
Human Capital Management	40	2021 LTIP Performance-Based Award Results	60
		Stock Ownership Guidelines	62

Proposal	Board Vote Recommendation	Page Reference
Proposal 1: Election of Directors	FOR each nominee	9
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm	FOR	42
Proposal 3: Non-binding, Advisory Vote to Approve the Compensation of Named Executive Officers	FOR	49
Proposal 4: Non-binding, Advisory Vote on the Frequency of Holding Stockholder Advisory Votes on Executive Officer Compensation	ONE YEAR	74

	SNAPSHOT OF BOARD PROFILE AND DIVERSITY

	(1) Comprised of the Chair of the Board and each committee of the Board.

		Corporate Governance Best Practices
		YES				• Separate Chair and Chief Executive Officer • Independent Non-Executive Chair • Fully Independent Board Committees • Annual Election of All Directors • Majority Voting for Directors • Regular Executive Sessions of Independent Directors • Annual Board, Committee and Director Self-Evaluations (Led Periodically by an Independent Evaluator) • Systemic Risk Oversight by Board and Committees • Committee and Board Oversight of ESG Matters • Committee Oversight of Cybersecurity and Information Technology • Director Retirement Policy • Proxy Access Rights Consistent with Market Standard • Stockholder Right to Call Special Meeting Without Material Restriction • Strong Investor Outreach Program and Annual Calendar • Opted Out of Maryland Unsolicited Takeover Act (MUTA) • Robust Stock Ownership Requirements for Directors and Executive Officers • Robust Anti-Hedging, Anti-Short Sale and Anti-Pledging Policies • Incentive Compensation Clawback Policy • Annual “Say-on-Pay” Vote • “Double-Trigger” for Change in Control Severance Payments • One-Year Minimum Vesting Period on Equity Grants (Subject to 5% Carve-Out)
		NO				• No Classified or Staggered Board • No Supermajority Voting Requirements in Bylaws • No Material Related Party Transactions • No Compensation Committee Interlocks • No Family Relationships Among Directors and Executive Officers • No Poison Pill • No Excise Tax Gross-Up Provisions • No Repricing of Underwater Options or Share Appreciation Rights • No Excess Perquisites

		Environmental Sustainability Highlights
		Key Objectives and Approach				• Corporate Sustainability — Set an example by striving to improve the environmental performance of our headquarters and externally managed golf course operations, including reducing water usage, improving energy efficiency, reducing waste, and increasing recycling and waste diversion • Triple-Net Property Sustainability Support — Act within the scope of our triple-net lease structure to address the sustainability and long-term climate resilience of properties across our portfolio by supporting our tenants’ implementation of environmental sustainability and performance improvement measures • Stakeholder Expectations and Reporting — Improve our ability to address investor and other stakeholder group expectations with respect to our corporate-level environmental sustainability initiatives, including through our tenant engagement efforts and data reporting capabilities
		Recent Highlights				• Advanced our sustainability efforts at our golf courses in partnership with our golf course manager, CDN Golf Management, Inc. (“CDN Golf”), continued to reduce water usage year-over-year, improved our sustainability infrastructure and utilized the results of sustainability audits to inform future capital expenditure plans and drive cost savings and efficiencies • Continued to engage with our tenants regarding their environmental sustainability initiatives, shared property-level climate risk reports with tenants to encourage their independent climate risk mitigation efforts, and continued to evaluate potential tenant incentives to encourage tenants’ sustainability initiatives at our triple-net leased properties • Released in September 2023 our comprehensive 2022-2023 Environmental Sustainability, Social Responsibility and Corporate Governance Report (“2022-2023 ESG Report”), including disclosure aligned with the Sustainability Accounting Standards Board (SASB) — Real Estate index, expanding our ESG framework participation beyond the Task Force on Climate-Related Financial Disclosures (TCFD)

		Social Responsibility Highlights
		Key Objectives and Approach				• Company Culture — Nurture our company culture and focus on the health, safety, wellbeing, and professional development of our employees through recruiting and retention, employee engagement, and strong support and benefits • Community and Corporate Citizenship — Support the communities in which we operate and own properties and demonstrate our commitment to corporate social responsibility through volunteering, regular giving, and identifying unique opportunities to contribute to charitable causes • Advance Social Responsibility Issues — Enhance our commitments to key social responsibility issues by implementing and expanding policies and procedures, employee training, and external engagement
		Recent Highlights				• Continued effort on improving our employee engagement programs, including a collaborative teamwide effort to refresh our VICI Values, implementation of our VICI 101 onboarding, integration and training program, launch of our Management Committee Advisors program, and a drive to continuously improve our benefits offering and identify unique benefits opportunities • Expanded our corporate giving initiatives and formalized our pillars of charitable giving, while taking advantage of impact opportunities such as supporting the Las Vegas Super Bowl Host Committee Charities, a 501(c)(3) organization, in connection with Super Bowl LVIII in Las Vegas • With 100% participation across our organization, 100% of our employees agreed that “Taking everything into account, this is a great place to work,” resulting in our fifth annual certification as a Great Place to Work ®

		Governance Highlights
		Key Objectives and Approach				• Effective Oversight and Risk Management — Maintain effective oversight and risk management as a real estate owner and as appropriate given our status as a triple-net lease lessor • Reporting and Strategic Integration — Enhance our internal framework, processes, and controls to continue progressing our ESG reporting capabilities and integrating ESG considerations into our investment, business, and asset management strategies • Stockholder Value Creation — Continue our commitment to maintaining the highest standards of corporate governance in promoting long-term value creation, transparency, and accountability to our stockholders
		Recent Highlights				• Completed an initial stakeholder materiality assessment published in our 2022-2023 ESG Report and aligned our ESG program with certain UN Sustainable Development Goals • Amended our key policies, including our Code of Business Conduct and Corporate Governance Guidelines, in February 2024 to reflect key topical updates and additional policies in light of the growth of our business • Continued to enhance our internal processes and infrastructure, including with respect to third-party risk management and enterprise risk management, and added key human capital resources to our organization

	Salary			Bonus			Stock Awards			Non-Equity Incentive Plan Compensation			All Other Compensation			Total
Edward B. Pitoniak Chief Executive Officer		$	1,000,000		$	—		$	6,250,000		$	4,000,000		$	27,678		$	11,277,678
John W.R. Payne President and Chief Operating Officer		$	1,200,000		$	—		$	1,920,000		$	2,280,000		$	18,102		$	5,418,102
David A. Kieske Executive Vice President, Chief Financial Officer and Treasurer		$	625,000		$	—		$	2,125,000		$	1,687,500		$	15,822		$	4,453,322
Samantha S. Gallagher Executive Vice President, General Counsel and Secretary		$	585,000		$	—		$	1,462,500		$	1,404,000		$	14,910		$	3,466,410

		What’s New?
		We are consistently striving to improve our approach to environmental sustainability, social responsibility and corporate governance, as well as the quality and transparency of our related disclosure. We believe providing additional information to our investors and other stakeholders is of the utmost importance. New developments regarding these matters include:
		Environmental Sustainability
		• Updated disclosure regarding our sustainability initiatives at our corporate headquarters and golf courses — see pages 33-34			• Updated disclosure regarding our tenants’ environmental sustainability programs and commitments — see page 37
		Social Responsibility
		• Updated disclosure regarding our Human Capital Management programs and initiatives — see page 40			• Enhanced disclosure on our corporate citizenship and charitable giving framework and 2023 activity — see page 41
		Corporate Governance
		• Updated disclosure regarding our corporate polices, certain of which were amended in February 2024 — see pages 23-24			• Enhanced disclosure regarding our Enterprise Risk Management framework and additional risk assessments — see page 29

Director	Board of Directors	Audit Committee	Compensation Committee	Nominating and Governance Committee
James R. Abrahamson(1)		—	—	—
Diana F. Cantor*			—
Monica H. Douglas		—		—
Elizabeth I. Holland*			—
Craig Macnab*				—
Edward B. Pitoniak(2)		—	—	—
Michael D. Rumbolz		—
Number of Meetings Held in 2023	6	4	5	4

	Compensation Component			Amount
	Annual Retainer			$275,000 • ~64% ($175,000) payable in restricted common stock(1) • ~36% ($100,000) payable in cash
	Additional Annual Retainers

Independent Chair of the Board Annual Retainer		$	120,000
	Audit Committee			Compensation Committee			Nominating and Governance Committee
Committee Chair Annual Retainer	$40,000				$	25,000		$	20,000
Committee Member Annual Retainer	$20,000				$	10,000		$	10,000
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, equity or a combination thereof. 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.

Name	Fees Earned or Paid in Cash ($)			Stock Awards(1) ($)			Total ($)
James R. Abrahamson		$	160,000		$	235,000		$	395,000
Diana F. Cantor		$	100,000		$	225,000		$	325,000
Monica H. Douglas		$	104,000		$	181,000		$	285,000
Elizabeth I. Holland		$	116,000		$	199,000		$	315,000
Craig Macnab		$	100,000		$	220,000		$	320,000
Michael D. Rumbolz		$	100,000		$	195,000		$	295,000

	2023+
	• Amended our Code of Business Conduct and Corporate Governance Guidelines to reflect key topical updates and additional policies • Published our comprehensive annual 2022-2023 ESG Report, including TCFD and SASB-aligned disclosure • Amended our Audit Committee, Compensation Committee and Nominating and Governance Committee charters to reflect evolving trends and best practices and clarify key areas of committee oversight • Amended our Incentive Compensation Clawback Policy in accordance with NYSE listing requirements and SEC rulemaking
	2022
	• Amended our bylaws to implement proxy access on market-standard terms in furtherance of our commitment to stockholder-friendly best practices following our inclusion in the S&P 500 in June 2022 • Amended our Related Party Transactions Policy in accordance with NYSE listing requirements • Amended our Executive Officer and Director stock ownership guidelines to reflect leading market practice, including increasing our CEO’s ownership threshold to six times base salary and our directors’ ownership threshold to five times their annual base cash retainer, as well as to exclude unearned performance-based equity from the calculation • Formed the VICI Management Committee (the “Management Committee”) in the first half of 2022, which works closely with executive leadership to enhance our operations, maintain and enrich our company culture and guide the execution of our strategic priorities • Published our comprehensive annual 2021-2022 ESG Report, including TCFD-aligned disclosure with respect to our climate change strategy, governance, risk management and targets
	2021
	• Amended our Audit Committee, Compensation Committee and Nominating and Governance Committee charters to reflect evolving trends and best practices and clarify key areas of committee oversight • Amended our Code of Business Conduct, Corporate Governance Guidelines, and Corporate Social Responsibility Policy to reflect key topical updates and existing practices of the Company • Refreshed our Committee membership and leadership in April 2021, rotating certain committee assignments and appointing a new Nominating and Governance Committee Chair • Published our first comprehensive annual 2020-2021 ESG Report
	2020
	• Adopted a majority voting standard for stockholder bylaw amendments in 2020 • Adopted enhanced guiding principles for director continuing education in 2020 • Established task force to advance goal of maintaining a diverse and inclusive workplace

		Where to Find our Corporate Governance Documents
					You are encouraged to visit our website at https://investors.viciproperties.com/environmental-social-and-governance/corporate-governance/#governance-documents to view or obtain copies of our articles of incorporation and bylaws, committee charters, and certain corporate policies, including our Code of Business Conduct. The information found on, or accessible through, our website is not incorporated into, and does not form a part of, this Proxy Statement or any other report or document we file with or furnish to the SEC. You may also obtain, free of charge, a copy of each of these documents by directing your request in writing to Secretary, VICI Properties Inc., 535 Madison Avenue, New York, New York 10022. Additional information relating to the corporate governance of our Company is also set forth below and included in other sections of this Proxy Statement.

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.
Board Responsibilities
• Overall responsibility for risk oversight • Development of business strategy	• Leadership of management succession planning • Business conduct and regulatory compliance oversight	• Oversight of Enterprise Risk Management matters • Board committees report on specific risk oversight responsibilities
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:

	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.

KEY STRATEGY AND RISK OVERSIGHT AREAS
• Business Strategy	• Lease Administration and Asset Management	• Consumer / Industry Changes	• Human Capital Management
• Capital Allocation and Investments	• Regulatory and REIT / Tax Compliance	• Cybersecurity	• ESG / Sustainability

	Gaming Regulatory Oversight
	We are currently subject to regulation by 16 jurisdictions (15 U.S. states and one Canadian province) and required to be licensed or found suitable in 11 jurisdictions.

	Approach
	Our cybersecurity and information technology (“IT”) program includes a number of safeguards, such as network segmentation, conditional access, security measures, external threat monitoring, access and authentication controls, incident response planning, and testing of controls and procedures.
	• Quarterly vulnerability scanning			• Annual third-party penetration testing
	• Periodic cybersecurity maturity assessments			• Risk-based third-party service provider oversight
	• Mandatory employee cybersecurity training			• Cybersecurity risk assessments
	• Regularly tested incident response plans			• Integration into ERM framework
	Governance and Reporting
	Our cybersecurity and IT framework is characterized by key internal and external resources, including:
	• Highly qualified contracted Chief Information Security Officer			• Additional third-party managed service providers
	• Monthly reporting to our VP, Accounting & Administration			• Quarterly reporting to our IT Executive Committee
	• Semi-annual review and report to Audit Committee			• Prompt incident-based reporting to Audit Committee and Board of Directors
	For additional information on our cybersecurity and IT policies and practices, see the section entitled “Item 1C — Cybersecurity” on pages 36-37 of our 2023 Annual Report.

	Demonstrating a Commitment to Environmental Sustainability
	Two of our golf courses are certified members of the Audubon Cooperative Sanctuary Program for Golf, sponsored by the Audubon Society, with Chariot Run Golf Club certified since 2009 and Grand Bear Golf Club achieving the first level of certification with respect to environmental planning in early 2023. CDN Golf and management at each of our golf courses continue to work with the Audubon Society on the multi-year planning and certification process. The Audubon Cooperative Sanctuary Program for Golf is an education and certification program that helps golf courses protect the environment, preserve the natural heritage of the game of golf, promote environmental sustainability, and gain recognition for the efforts of golf course operators.

		Property Sustainability Measures. Certain of our tenants have implemented various sustainability measures at our leased properties and across their operations, including:
		• On-site renewable energy sources			• Drought tolerant / native landscaping
		• Smart grid / smart building technologies			• Smart irrigation
		• Energy-efficient lighting upgrades			• Water recycling and reuse measures
		• Electric vehicle charging stations			• Waste reduction and recycling programs
		• High-efficiency equipment, appliances, and fixtures			• Composting and food waste mitigation

	Green Lease Coverage
	As of December 31, 2023, approximately 61% of our lease agreements (covering approximately 78% of our leased properties) include some form of green lease provision.

				Caesars Entertainment. Caesars’ “PEOPLE PLANET PLAY” framework reflects their commitments to supporting the wellbeing of their team members, guests and local communities, taking care of the world they call home, and creating memorable experiences for their guests and leading the industry as a responsible business. Within their Planet strategy, Caesars continues to progress environmental sustainability initiatives across its operations, including at our leased properties, through initiatives such as their CodeGreen employee environmental program, science-based GHG emissions reduction targets, supply chain engagement, green building practices, and renewable energy investments across their operations.
				MGM Resorts. MGM Resorts has embraced a leadership role in environmental sustainability through its “Focused on What Matters: Embracing Humanity & Protecting the Planet” platform. Through their “Protecting the Planet” strategic pillar, MGM Resorts’ core belief is that a greener business is a better business and environmental leadership is critical to 21st century corporate leadership. MGM Resorts’ strategic priorities include a public commitment toward key sustainability goals and science-based climate targets, including energy, emissions, water and waste reduction goals, renewable energy sourcing and implementing initiatives to pursue achievement of those goals.
				PENN Entertainment. PENN Entertainment is committed to safeguarding natural resources and helping to protect the environment, fostering a culture of environmental excellence throughout their organization by meeting or exceeding environmental regulations; implementing environmentally sound policies; and engaging with customers, suppliers and communities on environmental impacts and opportunities for improvement. Across their properties, including at our leased properties, they continue to implement enhancements to increase energy efficiency, expand their emissions reporting capability, reduce waste generation and increase recycling, and emphasize sustainable procurement and food sourcing.
				Hard Rock. Through Hard Rock’s “Save the Planet” initiative, Hard Rock International and Seminole Gaming are growing efforts to sustainably address waste, energy, and water, by driving operational improvements, engaging non-profit partners, and pursuing best practice collaborations with vendors. Hard Rock-managed casino-hotel properties, including our leased properties, have implemented energy reduction and efficiency plans, improved waste practices and systems, as well as a digital Practice Library that allows teams to share best practices globally.
				Century Casinos. Century Casinos is investing in their communities, team members and planet through the Century Cares program, created to show their dedication to the well-being of their communities now and well into the future. Century Casinos remains committed to being good stewards of the environment, considering it their responsibility to protect global ecosystems and minimize their consumption of resources. Over the past years, Century Casinos has prioritized the implementation of on-property green teams, new energy-efficiency projects and is assessing measures for reduction of water consumption, waste management and sourcing renewable energy. These dedicated efforts play a crucial role in addressing climate change and fostering a sustainable environment for future generations.
				The Venetian Resort. The Venetian Resort’s commitment to corporate responsibility is demonstrated through a leadership role in the hospitality industry in its movement to actively minimize the environmental impact of their operations on our planet. Using a science-based approach, they have developed and refined their sustainability strategy around the four pillars of environmentally responsible operations, green meetings and events, green buildings, and stakeholder engagement, by identifying areas with the greatest environmental impact and opportunity. Their environmentally responsible operations target ways to eliminate waste, reuse, replace, and recycle to limit their impact through natural resource conservation, waste management and supply-chain sustainability, and their Green Meetings program reflects their commitment to sustainable programs and practices that directly benefit their meeting clients.

Metric	Unit of Measurement	2021		2022		2023
Water Usage(1)	Mgal		521.5		471.9		417.7
Electricity Usage(2)	MWh		5,197.7		5,105.6		5,731.7
Fuel Usage(3)	MWh		2,888.5		2,825.0		2,325.5
Scope 1 Emissions(4)	MTCO2e		642.7		616.0		523.9
Scope 2 Emissions(4)	MTCO2e		1,995.0		1,960.7		2,104

		Team VICI. As of December 31, 2023, Team VICI consisted of 28 team members, all full-time employees in professional or administrative roles. As we continue to increase our headcount along with the growth of our business, we strive to nurture our company culture and take advantage of the highly interpersonal, relationship-based nature of our Company.

		Due to our headcount of fewer than 100 employees, we do not (and are not required to) file an annual EEO-1 Report with the EEOC under the applicable requirements of Title VII of the Civil Rights Act of 1964, as amended.

Core Pillars	2023 Developments	Select Supported Organizations
Contribution Drives We identify organizations to support through corporate contributions and employee support year-end contribution drives.	• We expanded our support of The Child Center of NY by directly sponsoring one of their many program sites for their annual toy drive, fulfilling 100 individual wish letters provided by children in December 2023, and supporting their annual backpack drive to provide backpacks and school supplies to children in August 2023. • We held a professional clothing donation drive in support of The Bowery Mission in December 2023.
Encouraging Volunteerism We seek opportunities to engage in person with charitable organizations in New York City to support their missions and encourage our employees to do the same by recognizing their volunteer efforts with supporting donations.	• Fifteen volunteers participated in City Harvest’s annual Repack to Give Back event in November 2023, helping to repack bulk food produce for local food distribution partners and organizations. • We amended our Charitable Contribution Matching Policy in March 2023 to support our employee’s volunteer efforts by providing matching financial support to charitable organizations.
Corporate Giving We seek to build relationships with charitable organizations that make a difference in our communities and that our employees are personally involved with.	• We contribute to many different charitable organizations, including those based in New York City, Southern Nevada, and others supported by our employees through our Charitable Contribution Matching Policy. • We contributed to annual fundraising events for two charitable organizations at the request of employees who are personally involved in such charities.
Impact Opportunities As opportunities arise, we seek to positively impact the communities surrounding our assets in unique ways.	• We supported the Las Vegas Super Bowl LVIII Host Committee Charities, a 501(c)(3) organization whose mission is to improve the quality of life of Nevada residents through community affairs programs, initiatives and legacy projects, in connection with Super Bowl LVIII in Las Vegas in February 2024. • Through the leadership of CDN Golf, each of our golf courses engage with and support their respective local communities through outreach and service, including charity fundraising events and golf round donations in support of local organizations.

	2023 Charitable Impact
	As an organization of only 28 employees as of year-end 2023 (including six new hires who joined the Company in 2023), we are proud of our charitable impact and are committed to continuing our in-person volunteer efforts and financial support of these and other charitable organizations. In 2023, we: • Volunteered more than 30 hours at our City Harvest Repack to Give Back event in November 2023 • Directly contributed a total of $125,000 to individual charitable organizations, excluding our support of the Las Vegas Super Bowl LVIII Host Committee Charities described below • Matched a total of $35,000 in employee donations through our Charitable Contribution Matching Program • Supported the Las Vegas Super Bowl LVIII Host Committee Charities, facilitating community affairs programs, initiatives, legacy projects and direct contributions to Las Vegas and Nevada-based charitable organizations