vici-20240430


Maryland (VICI Properties Inc.)	001-38372	81-4177147
Delaware (VICI Properties L.P.)	333-264352-01	35-2576503
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, $0.01 par value

VICI

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


VICI Properties Inc.	☐	Emerging growth company
VICI Properties L.P.	☐	Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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.

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:


Nominee	Votes For	Votes Against	Abstentions	Broker Non-Votes
James R. Abrahamson	904,297,088	15,497,933	298,378	37,242,493
Diana F. Cantor	915,546,448	4,256,249	290,702	37,242,493
Monica H. Douglas	915,580,557	4,222,251	290,591	37,242,493
Elizabeth I. Holland	911,669,689	8,134,340	289,370	37,242,493
Craig Macnab	904,121,633	15,662,304	309,462	37,242,493
Edward B. Pitoniak	919,152,464	629,674	311,261	37,242,493
Michael D. Rumbolz	911,255,818	8,530,677	306,904	37,242,493

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:

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:


Votes For	Votes Against	Abstentions	Broker Non-Votes
882,136,369	37,288,169	668,861	37,242,493

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:


One Year	Two Years	Three Years	Abstentions	Broker Non-Votes
895,592,120	429,150	23,645,747	426,382	37,242,493

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.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	VICI PROPERTIES INC.
Date: April 30, 2024	By:	/s/ SAMANTHA S. GALLAGHER
		Samantha S. Gallagher
		Executive Vice President, General Counsel and Secretary

	VICI PROPERTIES L.P.
Date: April 30, 2024	By:	/s/ SAMANTHA S. GALLAGHER
		Samantha S. Gallagher
		Secretary


Item 5.07			Submission of Matters to a Vote of Security Holders.