SEC Form DEF 14A filed by VICI Properties Inc.

TABLE OF CONTENTS

INDEX OF FREQUENTLY REQUESTED INFORMATION

Director Nominees

Total Stockholder Return Benchmarking

Corporate Governance Matters

2022 Peer Group

Environmental Sustainability and Social Responsibility

2022 STIP Award Opportunities and Results

Human Capital Management

2020 LTIP Performance-Based Award Results (2020 – 2022 Performance Period)

Director Independence

Stock Ownership Guidelines

    i    

PROPOSAL 1: ELECTION OF DIRECTORS

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”

EACH DIRECTOR NOMINEE SET FORTH BELOW.

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    VICI PROPERTIES INC.  —  2023 PROXY STATEMENT

  PROPOSAL 1: ELECTION OF DIRECTORS  

JAMES R. ABRAHAMSON

Former Chairman and Chief Executive Officer of Interstate Hotels & Resorts

Independent

Age: 67                                                  

Director Since: October 2017     

Board Role:

    Chair

EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS

Mr. Abrahamson’s vast experience in, and knowledge of, the hospitality industry provides our Board of Directors with valuable insight into the industry. Skills gained from extensive previous and current board service in public and private companies are also valuable for our Company and our Board of Directors.

DIANA F. CANTOR

Partner, Alternative Investment Management, LLC

Independent

Age: 65                                                  

Director Since: May 2018    

Board Committees:

    Audit (Chair)

    Nominating and Governance  

EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS

Ms. Cantor possesses extensive financial skills and experience and brings to the Board of Directors an important financial perspective. Ms. Cantor also provides valuable consumer product and marketing knowledge, as well as significant public company directorship experience, providing a valuable perspective to our Company and our Board of Directors.

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  PROPOSAL 1: ELECTION OF DIRECTORS  

MONICA H. DOUGLAS

General Counsel for The Coca-Cola Company

Independent

Age: 50                                                  

Director Since: February 2020    

Board Committees:

    Compensation

EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS

Ms. Douglas possesses extensive consumer branding knowledge, as well as significant governance and risk management experience, on an international scale, through her experience as a general counsel for one of the most recognizable global brands, all of which provide meaningful additional perspective to our Company and our Board of Directors.

ELIZABETH I. HOLLAND

Chief Executive Officer, Abbell Credit Corporation
and Abbell Associates, LLC

Independent

Age: 57                                                  

Director Since: January 2018    

Board Committees:

    Audit

    Nominating and Governance (Chair)  

EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS

Ms. Holland’s retail real estate expertise and experience as Chairman of ICSC provide valuable and complimentary skill sets to our Board of Directors. Ms. Holland also provides valuable perspective and experience to our Company and our Board of Directors through her role as a chief executive officer in the real estate industry and as a director for another publicly traded REIT.

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    VICI PROPERTIES INC.  —  2023 PROXY STATEMENT

  PROPOSAL 1: ELECTION OF DIRECTORS  

CRAIG MACNAB

Former Chairman and Chief Executive Officer,

National Retail Properties, Inc.

Independent

Age: 67                                                  

Director Since: October 2017    

Board Committees:

    Audit

    Compensation (Chair)

EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS

Mr. Macnab brings to our Company and Board of Directors extensive financial, strategic and management experience leading a publicly held REIT in the retail sector, as well as a broad skill set and perspective gained from extensive public and private company board experience.

EDWARD B. PITONIAK

Chief Executive Officer, VICI Properties Inc.

Age: 67                                                  

Director Since: October 2017    

Board Committees: None

EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS

Mr. Pitoniak provides our Board of Directors with valuable experience in the hospitality, entertainment and real estate industries and, in particular, with respect to publicly held REITs. Our Company and our Board of Directors also benefit from Mr. Pitoniak’s extensive previous board service. In addition, Mr. Pitoniak’s position as our Chief Executive Officer since our formation allows him to advise our Board of Directors on management’s perspective over a full range of issues affecting the Company.

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  PROPOSAL 1: ELECTION OF DIRECTORS  

MICHAEL D. RUMBOLZ

Executive Chairman of the Board of Directors, Everi Holdings Inc.

Independent

Age: 68                                                  

Director Since: October 2017    

Board Committees:

    Compensation

    Nominating and Governance  

EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS

Mr. Rumbolz’s experience in the highly regulated gaming industry, both as an operator and as a regulator, provide a valuable perspective and practical insight to our Company and our Board of Directors. Our Company and our Board of Directors also benefit from Mr. Rumbolz’s extensive prior public and private board service.

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    VICI PROPERTIES INC.  —  2023 PROXY STATEMENT

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

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE

RATIFICATION OF THE APPOINTMENT OF DELOITTE AS OUR INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023.

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CORPORATE GOVERNANCE MATTERS

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.

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    VICI PROPERTIES INC.  —  2023 PROXY STATEMENT

  CORPORATE GOVERNANCE MATTERS  

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  CORPORATE GOVERNANCE MATTERS  

  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.

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    VICI PROPERTIES INC.  —  2023 PROXY STATEMENT

  CORPORATE GOVERNANCE MATTERS  

  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.

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  CORPORATE GOVERNANCE MATTERS  

Environmental Sustainability

•  Advance Tenant Engagement

•  Expand Sustainability Data Reporting

•  Assess Climate Change Risk

•  Maintain Rigorous Environmental
Underwriting Standards

      Social Responsibility

•  Maintain Culture and Values

•  Drive Employee Engagement

•  Advance Diversity, Equity and Inclusion

•  Demonstrate Charitable Commitment

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    VICI PROPERTIES INC.  —  2023 PROXY STATEMENT

  CORPORATE GOVERNANCE MATTERS  

2020

We took additional steps to establish formal processes with certain of our tenants, which we expect will facilitate further cooperation between us and our tenants with respect to conservation, sustainability, recycling, energy efficiency, and waste reduction and other programs that may be implemented.

2021

We advanced our tenant engagement initiative through additional outreach to each of our tenants to further engage on their environmental sustainability programs, goals and strategies. We also continue to incorporate certain limited “green lease” provisions into our new leases and amendments to existing leases.

2022

We continued to engage with our tenants individually to facilitate, among other things, data reporting, resulting in reporting on key resource metrics with respect to a majority of our triple-net leased portfolio in 2022, as well as initial discussion regarding climate change risk across our portfolio.

2023

In January 2023, we engaged an external ESG consultant to guide the next iteration of our ESG strategy. Among other initiatives, we commenced a comprehensive stakeholder materiality assessment in March 2023 to obtain input from certain of our tenants and identify next steps with respect to our tenant engagement program.

    21    

  CORPORATE GOVERNANCE MATTERS  

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.

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    VICI PROPERTIES INC.  —  2023 PROXY STATEMENT

  CORPORATE GOVERNANCE MATTERS  

Water Usage¹

Electricity Usage²

Fuel Usage³

Scope 1 Emissions⁴

Scope 2 Emissions⁴

Represents actual water usage at golf courses, as well as estimated water usage at corporate headquarters based on pro rata square footage of overall building usage. The portion of estimated water usage comprises less than 0.2% of overall reported water usage for each reported year.

Represents combined actual electricity usage at directly operated assets, all of which is sourced from local grids.

Represents actual fuel usage at golf courses, including propane, liquid natural gas, gasoline, diesel fuel and heating oil. No direct fuel usage at corporate headquarters.

Represents estimated combined Scope 1 or Scope 2 (location-based) GHG emissions impact, as applicable, from available energy usage data, as calculated pursuant to our third-party sustainability data monitoring platform.

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

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  CORPORATE GOVERNANCE MATTERS  

CDN Golf Management Transition

On October 1, 2022, we entered into a management agreement with CDN Golf Management Inc. (“CDN Golf”), an affiliate of Cabot, a developer, owner and operator of world-class destination golf resorts and communities, pursuant to which CDN Golf manages and operates our four golf courses. Although CDN Golf has assumed all day-to-day operations of the golf courses, including employment of the Company’s former golf course employees, we continue to own the golf courses through our taxable REIT subsidiary, VICI Golf LLC, and report financial results on a consolidated basis.

CDN Golf and their parent organization, Cabot, are committed to sustainability and innovation in golf course management, and we look forward to working with them to further advance our sustainability initiatives at our golf courses. In partnership with CDN Golf, we will continue to pursue sustainability initiatives to mitigate the environmental impact of operations at these properties.

LED Lighting Transition. Our transition to energy-efficient LED lighting is substantially complete, with remaining lighting replaced on an as-needed basis. As of December 31, 2022, approximately 91% of lighting has been upgraded.

Landscape Naturalization and Turf Reduction. We are in the process of evaluating the transition of currently landscaped areas to naturalized landscaping, utilizing native plants and grasses, to reduce irrigation and maintenance demands on water usage at the courses. We continue to progress our turf reduction initiative at Cascata Golf Club and have begun this initiative at Rio Secco Golf Club, seeking to reduce the total area of the clubhouse areas and golf course requiring irrigation in order to reduce overall water usage.

Reclaimed Water Usage. We utilize reclaimed water at our Rio Secco Golf Club with respect to a significant portion of our irrigation activities in order to reduce our total water usage and environmental impact.

HVAC and Infrastructure Upgrades. We continue to update certain heating and cooling systems at each golf course facility to improve energy efficiency and sustainability performance. In addition, we have implemented key infrastructure upgrades, such as replacing pond liners, to reduce waste and improve sustainability performance.

Waste Management and Recycling. We have implemented recycling programs at each of our golf courses, which encourage all employees and customers to participate in recycling consumer waste, including paper, glass and plastic (including packaging waste).

Environmental Certifications. The Chariot Run Golf Club is certified by the Audubon Cooperative Sanctuary Program as an Audubon Sanctuary, and each of our other golf courses is enrolled in the Audubon Cooperative Sanctuary Program and currently undergoing the certification process. With CDN Golf’s leadership, we expect to continue to advance the Audubon Sanctuary certification process at our remaining golf courses.

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    VICI PROPERTIES INC.  —  2023 PROXY STATEMENT

  CORPORATE GOVERNANCE MATTERS  

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.

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  CORPORATE GOVERNANCE MATTERS  

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    VICI PROPERTIES INC.  —  2023 PROXY STATEMENT

  CORPORATE GOVERNANCE MATTERS  

•  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

New in 2023: Groundswell Charitable Foundation

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  CORPORATE GOVERNANCE MATTERS  

•  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

•  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

•  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

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    VICI PROPERTIES INC.  —  2023 PROXY STATEMENT

  CORPORATE GOVERNANCE MATTERS