Vici Properties Inc DEF 14A, filed Mar 15, 2023

About this DEF 14A

Vici Properties Inc. (VICI)

DEF 14A 2023-03-15

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Added on June 12, 2026

SNAPSHOT OF BOARD PROFILE AND DIVERSITY

Independence

Race/Ethnicity

Leaders by Gender⁽¹⁾

Vici Properties Inc filed this DEF 14A on March 15, 2023.

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Items of Business		Board Recommends
1.	Election of the seven director nominees named in the accompanying proxy statement	FOR See page 10
2.	Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023	FOR See page 15
3.	Approval (on a non-binding, advisory basis) of the compensation of our named executive officers	FOR See page 70


		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/VICI2023 during the Annual Meeting



PROXY STATEMENT SUMMARY		1
2023 Annual Meeting of Stockholders		1

How to Vote		1

Annual Meeting Proposals		1

General		1

2022 Business Highlights		2

Our Board Nominees		3

Corporate Governance Snapshot		5

Environmental Sustainability, Social Responsibility and Corporate Governance Highlights		6

Executive Compensation Highlights		9

PROPOSAL 1: ELECTION OF DIRECTORS		10
Introduction		10

Vote Required		10

Director Nominees		11

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		15
Introduction		15

Evaluation of Independent Registered Public Accounting Firm		15

Vote Required		15

CORPORATE GOVERNANCE MATTERS		16
Corporate Governance Profile		16

Corporate Governance Highlights		17

Corporate Governance Documents		18

Environmental Sustainability and Social Responsibility		20

Human Capital Management		28

Director Independence		29

Board and Committee Structure and Meetings		29

Committee Responsibilities		30

Board Governance and Effectiveness		31

Risk Oversight		35

Stakeholder Engagement		37

Stockholder Rights		38

Communications with our Board of Directors		38

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		39
Related Party Transactions Policy		39

Certain Relationships		39

DIRECTOR COMPENSATION		40
Director Compensation Program		40

Director Compensation for 2022		40



EXECUTIVE OFFICERS		41

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		42

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION		44

COMPENSATION COMMITTEE REPORT		44

EXECUTIVE COMPENSATION		45
Executive Summary		46

Compensation Program Overview		47

Compensation Process		49

2022 Executive Compensation		51

Results from 2022 Say-on-Pay Vote		56

Other Compensation Program Elements and Policies		56

COMPENSATION TABLES AND ARRANGEMENTS		59
2022 Summary Compensation Table		59

2022 Grants of Plan-Based Awards		60

Outstanding Equity Awards at Year-End		61

2022 Option Exercises and Stock Vested		62

Employment Agreements with Executive Officers		62

Potential Payments Upon Termination or Change in Control		64

CEO Pay Ratio		65

Pay versus Performance		66

EQUITY COMPENSATION PLAN INFORMATION		69

PROPOSAL 3: NON-BINDING, ADVISORY VOTE TO APPROVE THE COMPENSATION OF NAMED EXECUTIVE OFFICERS		70
Introduction		70

Vote Required		70

AUDIT COMMITTEE REPORT		71

PRINCIPAL ACCOUNTANT FEES AND SERVICES		72

Pre-Approval Policies and Procedures of our Audit Committee		72

ABOUT THE MEETING: QUESTIONS & ANSWERS		73

OTHER MATTERS		76
Annual Report		76

Changing the Way You Receive Proxy Materials in the Future		76

Householding of Proxy Materials		76

Stockholder Proposals for 2024 Annual Meeting		76

Proxy Access Director Nominations		77

Other Matters to Come Before the 2023 Annual Meeting		77



Director Nominees	11	Total Stockholder Return Benchmarking	47

Corporate Governance Matters	16	2022 Peer Group	50

Environmental Sustainability and Social Responsibility	20	2022 STIP Award Opportunities and Results	52

Human Capital Management	28	2020 LTIP Performance-Based Award Results (2020 – 2022 Performance Period)	55

Director Independence	29	Stock Ownership Guidelines	57



1	2	3
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, 2023	Approve (on a non-binding, advisory basis) the compensation of our named executive officers



Proposal	Board Vote Recommendation	Page Reference

Proposal 1: Election of Directors	FOR each nominee	10

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm	FOR	15

Proposal 3: Non-binding, Advisory Vote to Approve the Compensation of Named Executive Officers	FOR	70



	Age	CEO Level Experience	Board Tenure (Years)
(1) Comprised of the Chair of the Board and each committee of the Board.


Name	Age	Independent	Audit	Compensation	Nominating and Governance	# of Other Public Company Boards

James R. Abrahamson⁽¹⁾	67	✓				1

Diana F. Cantor*	65	✓				2

Monica H. Douglas	50	✓				0

Elizabeth I. Holland*	57	✓				1

Craig Macnab*	67	✓				1

Edward B. Pitoniak⁽²⁾	67					0

Michael D. Rumbolz	68	✓				1



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 • 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 • 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 • 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
Leased Property Portfolio and Tenant Initiatives	Pursuant to long-term, triple-net leases, our tenants maintain sole operational control over our properties, including the advancement of environmental sustainability initiatives and mitigating climate change risk at the properties. We are extremely proud of our tenants’ sustainability efforts, including efficiency initiatives, climate action, goal setting and reporting and external recognition. In particular:
		Caesars Entertainment’s (“Caesars”) “PEOPLE PLANET PLAY” strategy represents an industry-leading, comprehensive approach to ESG matters, including its key environmental sustainability topics of pursuing science-based carbon reduction goals, reducing energy consumption and reducing and recycling waste. Among other initiatives, Caesars continues to progress meaningful reduction in its environmental impact across its operations, including at our leased properties, through Scope 1 and 2 greenhouse gas (“GHG”) emissions reduction targets of 35% by 2025 and 100% domestically (and 80% globally) by 2050.
		MGM Resorts International (“MGM Resorts”) has embraced a leadership role in environmental sustainability through its “Focused on What Matters: Embracing Humanity & Protecting the Planet” platform. MGM Resorts has publicly committed to pursuing concrete sustainability and climate-related goals (including Science-Based Targets initiative goals) through 2025 and 2030, including a Scope 1 and 2 GHG emissions reduction target of 50% by 2030.
	See “Our Tenants’ Sustainability Initiatives” on page 22 for additional information
Tenant Outreach and Engagement	We continue to expand our tenant engagement program and, in the first quarter of 2023, retained an external ESG consultant to develop the next phase of our ESG strategy, including tenant engagement. See “Tenant Engagement” on page 21 for additional information
Sustainability Reporting	We released our second comprehensive, annual 2021-2022 ESG Report in September 2022. We have expanded our data reporting by disclosing additional operational data (comprised of our headquarters and four owned golf courses), including total water, electricity and fuel usage, as well as estimated Scope 1 and Scope 2 GHG emissions. Through our tenant outreach initiative, we continue to expand monitoring and reporting of environmental sustainability data for our triple-net leased portfolio and have previously reported key metrics with respect to a majority of our portfolio. See “Sustainability Reporting” on page 23 for additional information
Climate Change	We completed a property and portfolio-level climate change risk analysis and have provided disclosure aligned with the Task Force on Climate-Related Financial Disclosures (TCFD) Guidelines (the “TCFD Guidelines”) in our 2021-2022 ESG Report. See “Climate Change” on page 25 for additional information



Social Responsibility Highlights

Corporate Culture	As a team of only 23 people, our corporate culture is highly engaged and personal, representing a unique opportunity to elevate and advance our employees in recognition of their contribution to our success. Our Management Committee, comprised of non-executive leaders across the organization, supports executive leadership to enhance our operations, maintain and enrich our company culture and guide the execution of our strategic priorities. See “Corporate Culture” on page 26 for additional information

Employee Satisfaction	In connection with our fourth annual employee engagement survey through the Great Place to Work^® Institute, with 100% participation across our organization, 91% of our employees agreed that “Taking everything into account, this is a great place to work”. For the 2022-2023 period, we were certified as a Great Place to Work^® for the fourth year in a row, reflecting the culture we, as the VICI team, collectively strive to build and sustain on a daily basis.

Diversity, Equity and Inclusion	We have committed as a Founding Donor to support Nareit’s Dividends Through Diversity, Equity & Inclusion program, which supports charitable and educational organizations and initiatives that will help create a more diverse, equitable, and inclusive REIT and publicly traded real estate industry. Members of Team VICI serve on Nareit’s Social Responsibility Council and Nareit’s Dividends Through Diversity, Equity & Inclusion Advisory Council. We completed a company-wide comprehensive diversity, equity, inclusion and belonging curriculum led by an external facilitator from late 2021 to early 2022. As of December 31, 2022, our Board of Directors and employees were comprised of the following: (1) Board leaders refers to the Chair of the Board and each committee of the Board. See “Diversity, Equity and Inclusion” on page 26 for additional information

Charitable Engagement	We donated nearly $150,000 to charitable organizations in 2022, including more than $22,000 in employee matching donations. We held a toy drive to support The Child Center of NY and professional clothing drives to support The Bowery Mission and Dress For Success, and hosted a Habitat for Humanity Build Day in 2022. We made a significant commitment to expand our charitable activity in 2023 and beyond through the Groundswell Charitable Foundation, including a unique charity-focused benefit for employees. See “Charitable Engagement” on page 27 for additional information


Third-Party Recognition		Recognized with a “GB” Rating by 50/50 Women on Boards^™ in May 2022 for our Gender-Balanced Board of Directors, recognizing that 43% of our seven directors, and 50% of our six independent directors, are female.



Governance Highlights

Governance Commitment	We are committed to sustainable corporate governance practices that promote long-term value creation, transparency and accountability to our stockholders, and are consistently seeking to improve such practices and address the interests of our stockholders.

Board of Directors	Our Board of Directors has a breadth of experience, a wide range of complementary skills and reflects diverse perspectives and backgrounds relevant to our industry and strategy. Our Board of Directors performs an annual Board, Committee and director self-assessment, which in 2022 was facilitated by an independent evaluator. See “Annual Board, Committee and Director Evaluation Process” on page 34 for additional information

Risk Oversight	Management and the Board, including its committees, each evaluate risks within their respective functions through our risk oversight framework. We refresh our enterprise risk management assessment annually and assess existing and emerging risks on a quarterly basis, which management reports to the Audit Committee each quarter and more frequently as necessary. See “Risk Oversight” on page 35 for additional information

Proxy Access	We amended our bylaws in December 2022 to implement proxy access, permitting a stockholder (or a group of up to 20 stockholders) owning 3% or more of our outstanding common stock continuously for at least three years to nominate up to the greater of two directors or 20% of the total number of directors for inclusion in our proxy materials for election at any annual meeting of stockholders, subject to certain procedural, eligibility and disclosure requirements set forth in our bylaws. See “Proxy Access” on page 38 for additional information

Policies and Practices	In 2022, we amended our Executive Officer stock ownership guidelines to increase our CEO’s ownership threshold from 5x to 6x base salary and our Board of Directors stock ownership guidelines to require 5x of the directors’ annual base cash retainer to further align management/director and stockholder interests, as well as to exclude unearned performance-based equity from ownership calculations. See “Stock Ownership Guidelines” on page 57 for additional information

Third-Party Recognition		We were the subject of a Stanford Closer Look Series corporate governance case study: “VICI Properties: Creating Value from the Ashes of Caesar’s Demise,” published in June 2022.
		We ranked 4^th (with two other companies) in the U.S. REIT corporate governance rankings of Green Street Advisors, an independent research and advisory firm concentrating on the commercial real estate industry in North America and Europe, as of March 2023.


		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:
		Corporate Governance
		• Enhanced disclosure regarding our annual Board, Committee and director self-assessment process led by an independent evaluator in 2022 – see page 34		• Enhanced disclosure regarding our enterprise risk management processes – see page 34
		Environmental Sustainability
		• Enhanced sustainability data reporting by including our corporate headquarters and expanding to include additional fuel data and estimated Scope 1 and Scope 2 GHG emissions – see page 23		• Additional disclosure on our climate change risk analysis and related initiatives – see page 25
		Human Capital Management and Diversity, Equity and Inclusion
		• Updated disclosure regarding our Human Capital Management programs and initiatives – see page 28		• Enhanced disclosure on our diversity, equity and inclusion initiatives, including a historical timeline – see page 28



	Salary ($)			Bonus ($)			Stock Awards ($)			Non-Equity Incentive Plan Compensation ($)			All Other Compensation ($)			Total ($)

Edward B. Pitoniak Chief Executive Officer		$	1,000,000		$	—		$	6,500,000		$	4,000,000		$	13,494		$	11,513,494

John W.R. Payne President and Chief Operating Officer		$	1,200,000		$	—		$	2,680,000		$	2,040,000		$	13,494		$	5,933,494

David A. Kieske Executive Vice President, Chief Financial Officer and Treasurer		$	575,000		$	—		$	2,782,500		$	1,437,500		$	13,494		$	4,808,494

Samantha S. Gallagher Executive Vice President, General Counsel and Secretary		$	525,000		$	—		$	2,260,000		$	1,050,000		$	13,494		$	3,848,494


				WHAT WE DO						WHAT WE DON’T DO

				86% Independent Directors. Six of our seven directors standing for election have been determined by our Board to be “independent” as defined by the NYSE listing standards.						No Classified Board. Our directors are elected annually for one-year terms.

				Independent Chair and Entirely Independent Committees. Our Chair of the Board is an independent director, which strengthens the role of our independent directors and encourages independent Board leadership. All of the members of our Audit, Compensation, and Nominating and Governance Committees are independent.						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.

				Annual Board, Committee and Director Self-Evaluations. The Board of Directors and each committee annually conduct a comprehensive self-evaluation process and considers engaging an independent evaluator at least every three years (with such independent evaluator being engaged in connection with the 2022 annual self-evaluation process).						Opted Out of Maryland Anti-Takeover Statutes. We have elected not to be subject to the Maryland Unsolicited Takeover Act (MUTA), Maryland Business Combination Statute and the Maryland Control Share Acquisition Statute, and any change to such elections must be approved by our stockholders.

				Majority Voting for Directors. Directors are elected in uncontested elections by the affirmative vote of a majority of the votes cast.						No Material Related Party Transactions or Relationships. We do not currently have any material related party transactions. In addition, no immediate family relationships exist among any of our 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.

				Audit Committee Financial Experts. All of the members of our Audit Committee qualify as “audit committee financial experts” as defined by the SEC.						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”.

				Robust Executive Officer and Director Stock Ownership Guidelines. Our amended stock ownership guidelines require each of our executive officers and directors to accumulate and hold a significant amount of shares and exclude unearned performance-based equity from qualification as ownership.						No Hedging or Pledging of Our Securities. Our anti-hedging policy prohibits our directors and officers from engaging in any hedging or monetization transactions involving our securities. In addition, 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.

				Market-Standard Proxy Access. A stockholder, or a group of up to 20 stockholders, that continuously hold 3% or more of our shares for at least 3 years may nominate up to the greater of two directors or 20% of directors and such nominees will appear on the same ballot as the nominees recommended by our Board of Directors, subject to applicable requirements set forth in our bylaws.						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.


CORPORATE GOVERNANCE GUIDELINES		Our Corporate Governance Guidelines 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, its committees and each director • 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.
CODE OF BUSINESS CONDUCT		Our Code of Business Conduct 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. 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 regulations 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”.
WHISTLEBLOWER POLICY & HOTLINE		Our Whistleblower Policy 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. Since implementation of the Whistleblower Policy, we have received no material complaints or submissions through our whistleblower reporting process.


CORPORATE SOCIAL RESPONSIBILITY POLICY		Our Corporate Social Responsibility Policy 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, anti-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 • cybersecurity and data protection • reporting of apparent misconduct or violations of the policy, including a confidential, secure reporting structure Our Board of Directors periodically reviews the Corporate Social Responsibility Policy.
POLITICAL CONTRIBUTION POLICY		Our Political Contribution Policy, 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 • 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 2022, VICI paid a total of approximately $385,000 in membership dues to the National Association of Real Estate Investment Trusts (Nareit), the American Gaming Association (AGA), and a regional business council organization, a portion of which was allocated by the respective organizations 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 2022.
RESPONSIBLE SUPPLIER PRINCIPLES		Our Responsible Supplier Principles are designed to outline our expectations for the responsible business practices of our third-party suppliers. The Responsible Supplier Principles include our expectation that our third-party suppliers (i) comply with all applicable laws and regulations, (ii) have a commitment to a diverse workplace, (iii) institute and enforce policies prohibiting harassment and discrimination, (iv) prohibit forced labor and abuse of labor, including human trafficking, (v) prohibit child labor, (vi) comply with all applicable local and national wage, work hours, overtime and benefits laws, and (vii) support environmental sustainability and business integrity. Our Board of Directors periodically reviews the Responsible Supplier Principles for changes in our business and any legal or regulatory requirements.



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, 20^th Floor, 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.


		Caesars Entertainment. Caesars’ “PEOPLE PLANET PLAY” strategy represents an industry-leading, comprehensive approach to ESG matters, including its key environmental sustainability topics of pursuing science-based carbon reduction goals, reducing energy consumption and reducing and recycling waste. Among other initiatives, Caesars continues to progress meaningful reduction in its environmental impact across its operations, including at our leased properties, through science-based Scope 1 and Scope 2 GHG emissions reduction targets of 35% by 2025 and 100% by 2050.
		MGM Resorts. MGM Resorts has embraced a leadership role in environmental sustainability through its “Focused on What Matters: Embracing Humanity & Protecting the Planet” platform. MGM has publicly committed to pursuing concrete sustainability and climate-related goals (including Science-Based Targets initiative goals) through 2025 and 2030, including a Scope 1 and 2 GHG emissions reduction target of 50% by 2030 (2019 baseline) and to source 100% renewable electricity domestically (and 80% globally) by 2030.
		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.
		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.



Metric	Unit of Measurement	2020		2021		2022

Water Usage¹	Mgal		510.3		521.5		480.2

Electricity Usage²	MWh		5,045.5		5,197.7		5,185.0

Fuel Usage³	MWh		2,268.8		2,592.6		2,577.0

Scope 1 Emissions⁴	MTCO₂e		511.0		588.4		570.3

Scope 2 Emissions⁴	MTCO₂e		1,967		2,026		2,021


Property Sustainability Measures. Certain of our tenants have implemented various sustainability measures at our leased properties and across their operations, including:
• GHG emissions reduction targets		• Waste reduction initiatives
• On-site renewable energy sources		• Climate change assessments
• Sustainable building certifications		• High-efficiency equipment / appliances
• Smart grid / smart building technologies		• Drought tolerant / native landscaping
• Energy-efficient lighting upgrades		• Electric vehicle charging stations



Underwriting and Due Diligence	Insurance	Tenant Engagement

In evaluating a potential investment or acquisition, we engage in comprehensive environmental due diligence to evaluate risks related to environmental performance of the property and potential environmental exposure or liability, regulatory and zoning-related risks, as well as potential climate change risk and impact. We have incorporated climate change considerations into our existing reporting processes and our Enterprise Risk Management framework.	Under our triple-net leases, our tenants are responsible for obtaining and maintaining adequate insurance coverage with respect to our leased properties, including climate-related risk exposure, consistent with the particular provisions of each lease. In the event of a casualty or condemnation, our tenants are generally responsible for addressing any covered losses, as well as restoring the property to its previous condition.	Our tenant engagement strategy involves regular outreach and communication, including through the identification of potential areas of focus regarding sustainability and supporting the implementation of measures to address sustainability issues. Certain of our tenants are industry leaders in environmental sustainability and we applaud and encourage their efforts. We seek to engage with our tenants to support, where possible, their implementation of environmental sustainability initiatives at our leased properties.


• Charitable Donation Matching. Our employees participate year-round in our Charitable Contribution Matching Program to multiply the impact of their financial support to organizations of their choice, and we recognize their in-person volunteer efforts by making a supporting donation.
• Year-End Donation Drives. In 2022, we hosted a toy drive with contributions going to The Child Center of NY, a Queens, NY-based nonprofit with the mission of strengthening children and families with skills, opportunities, and emotional support to build healthy, successful lives, as well as professional clothing drives for The Bowery Mission and Dress For Success. Each drive was also supported by a meaningful corporate donation.
• In-Person Engagement. In 2022, we returned to hosting in-person volunteer events for our employees. In October 2022, 15 members of our team participated in a Habitat for Humanity Build Day, helping to renovate a residential property in Jackson Heights, Queens in support of Habitat for Humanity’s mission.
• Nareit DDEI Giving Campaign. We, as a Founding Donor, are proud to support Nareit’s Dividends Through Diversity, Equity & Inclusion Giving Campaign, which supports charitable and educational organizations and initiatives that will help create a more diverse, equitable, and inclusive REIT and publicly traded real estate industry.
• Corporate Contributions. We make additional contributions from time to time to support a variety of charitable organizations, including Three Square, a Nevada-based food bank, and those to which our employees are personally committed. In 2022, these organizations included Project by Project, Grassroot Soccer and Exhale To Inhale, helping sponsor annual fundraising events for each of these New York-based charitable organizations supported by one or more of our employees.
• NYSE Global Giving Campaign. Through NYSE’s 99^th Annual Tree Lighting dedicated to a theme of global giving, we highlighted Project by Project, an organization whose mission is to uplift and enrich the Asian American community by creating a safe and encouraging environment and to support their partner organizations in spreading awareness and demonstrating change.
• Golf Course Community Engagement. Our golf courses engage in local community outreach and service, including fundraising and golf round donations for local fundraising efforts, as well as charity fundraising events hosted at their facilities in support of local organizations.
2022 Charitable Impact
As an organization of only 23 employees (including five new hires who joined the Company in 2022), 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 2022, we:
• Volunteered more than 80 hours at our Habitat for Humanity Build Day in October 2022
• Directly contributed a total of nearly $150,000 to charitable organizations, including:
^○ $50,000 to support Diversity, Equity and Inclusion related causes
^○ More than $35,000 to organizations to which our employees are personally committed
^○ More than $22,000 of matched employee donations through our matching program
^○ $20,000 to other organizations we have consistently supported over multiple years
• Gifted more than $34,000 of in-kind value in golf course rounds to more than 75 local charities



		Culture and Engagement		• Conduct annual employee satisfaction surveys through the Great Place to Work Institute^™, by which we were certified as a Great Place to Work^™ for the fourth year in a row, and provide for additional feedback opportunities periodically • Established the Management Committee in the first half of 2022 to broaden employee engagement and participation in assisting executive leadership to guide VICI’s operations and strategic direction • Our employees lead key company initiatives on a voluntary basis, including VICI Volunteers and the Diversity and Inclusion Task Force


		Training, Education and Development		• Host employee trainings related to a broad variety of topic areas to educate and advance our employees’ understanding of concepts relevant to our business, such as professional development, diversity, equity and inclusion, anti-harassment and other matters outlined in our corporate policies • Provide educational opportunities for our employees to learn more about business strategy, real estate and related sectors, financial and accounting matters, as well as opportunities to enhance relationships by participating in property exploration, due diligence, and asset management trips to engage directly with tenants and potential counterparties • Sponsor “lunch-and-learn” sessions periodically to bring in subject matter experts on topics of importance to our business, such as experiential real estate development and the social and regulatory history of gaming in the United States • Encourage employees to pursue professional development supported by our expanded professional development program to encourage self-selected opportunities through a reimbursement benefit


		Compensation and Benefits		• Provide a comprehensive employee benefits package, including a 401(k) plan, medical, dental and vision insurance, disability insurance, life insurance, paid parental leave for birth and foster/adoption placements and access to an employee assistance program, which provides, among other things, counseling, mental health and wellness and other support services • Implemented enhanced inclusive benefits for our corporate team in January 2022, including a parenthood pursuit program, an expanded paid parental leave program from six to sixteen weeks, enhancements to our unlimited paid time-off policy, and supplemental individual disability insurance • Seek to provide additional unique benefits, such as the charitable engagement benefit through Groundswell described above and our Portfolio Experience benefit, which provides employees with an annual reimbursement to stay at any VICI-owned property and experience the hospitality and entertainment experiences provided by our tenants • Continue to evaluate potential benefits enhancements, including through our annual employee engagement survey and the efforts of our Diversity and Inclusion Task Force


		Health, Safety and Wellness		• Adjusted our operations in response to COVID-19 developments, including implementation of a flexible, remote-working policy for our corporate team and increased virtual engagement • Providing employees with additional resources and support to maximize work-from-home efficiency, as well as programs and opportunities to continue to build relationships virtually


		Diversity, Equity and Inclusion		• Empowering our Diversity and Inclusion Task Force to lead the strategy and implementation of our diversity, equity and inclusion-related initiatives, which meets periodically to review recent developments and progress, explore potential additional initiatives and chart next steps • Commitment to creating and maintaining an inclusive environment in which all employees have the opportunity to participate and contribute to the success of the business and are valued for their skills, experience, and unique perspectives


		Reporting and Oversight		• Our confidential and secure, third-party monitored online and telephonic whistleblower reporting structure enables our employees to report, among other things, any issues with discrimination or other matters that impact the quality of our workplaces • In addition to the Board’s general oversight, our Compensation Committee oversees our human capital management programs, including those relating to compensation practices, benefits, and recruitment and retention, and our Nominating and Governance Committee maintains oversight of our diversity, equity and inclusion initiatives. Management reports to the Board and each committee periodically, including on a quarterly basis with respect to our social responsibility initiatives, including human capital management and diversity, equity and inclusion programs


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. 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 material relationships with our Company. Our Board of Directors, after broadly considering all relevant facts and circumstances, including with respect to (i) the past and current relationships, if any, of each director with the Company and (ii) the commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships of each director, 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 making these determinations, the Board of Directors reviewed the non-employee directors’ relationships, if any, with us, as well as the additional criteria set forth above, and determined that there are no material relationships with our Company.



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 2022	11	4	5	4


Our Board believes that improving its effectiveness is an ongoing process that requires thoughtful planning and selection, effective engagement, thorough self-evaluation, and implementation of effective policies to advance the Board’s function. Our Board continues to evolve and adapt in order to drive the Company’s strategic direction. This ongoing process is outlined to the right and described in more detail below.


• Overall responsibility for risk oversight	• Leadership of management succession planning	• Oversight of Enterprise Risk Management matters
• Development of business strategy	• Business conduct and regulatory compliance oversight	• 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:


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


Management is responsible for the implementation and effectiveness of our risk management policies and practices and monitors risks identified under the ERM framework and new and emerging risks throughout the year.				With the assistance of the Board of Directors and external advisors, management performs an annual enterprise risk assessment to reevaluate the spectrum of potential risks under our ERM framework.				Management reports to the Audit Committee and the Board of Directors on at least a quarterly basis with respect to a current assessment of existing and emerging risks, and on an annual basis with respect to the annual ERM reassessment.