DEF: VICI Properties Sets Annual Meeting Agenda, Board Nominees

VICI Properties Inc. announced its 2026 Annual Meeting of Stockholders to be held virtually on April 28, 2026, where stockholders will vote on director elections, auditor ratification, and executive compensation.

Summary

• The Annual Meeting of Stockholders will be held virtually on Tuesday, April 28, 2026, at 10:00 a.m., Eastern Time.
• Stockholders will vote on the election of seven director nominees, the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2026, and a non-binding, advisory vote to approve the compensation of named executive officers for 2025.
• The Board of Directors unanimously recommends a vote 'FOR' all three proposals.
• The record date for stockholders entitled to vote at the Annual Meeting is March 2, 2026.
• The company achieved superior performance in its 2025 Short-Term Incentive Plan (STIP), resulting in a 200% payout for named executive officers, driven by a fully diluted AFFO per share of $2.38, representing 5.1% one-year and 10.4% two-year growth.
• The 2023 Long-Term Incentive Program (LTIP) Performance-Based Awards (PSUs) for the 2023-2025 period resulted in a 0% payout, as both Absolute TSR and Relative TSR performance were below threshold.
• VICI Properties has demonstrated strong corporate governance, with 86% independent directors, an independent Board Chair, and fully independent Audit, Compensation, and Nominating and Governance Committees.
• The company received its seventh annual certification as a 'Great Place to Work' with 100% employee participation and agreement.
• VICI offset 100% of its 2024 and 2025 Scope 2 emissions from electricity usage through renewable energy credits (RECs).
• Amended and restated employment agreements for named executive officers became effective on February 25, 2026, removing fixed terms and updating non-competition and non-solicitation covenants.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as neutral to slightly positive. While operational performance, particularly AFFO per share growth and dividend increases, remains strong and governance is robust, the significant underperformance in short-to-medium term Total Stockholder Return and the 0% payout on long-term performance-based equity awards indicate challenges in market valuation and shareholder returns.

Positives

• Strong corporate governance profile with 86% independent directors and fully independent Audit, Compensation, and Nominating and Governance Committees.
• Consistent stockholder support for executive compensation, with over 95% approval in the 2025 Say-on-Pay vote.
• Superior performance in the 2025 Short-Term Incentive Plan (STIP) with 200% payout due to 5.1% one-year and 10.4% two-year AFFO per share growth, reaching $2.38 fully diluted AFFO per share.
• Outperformance in one-year (1.8%), three-year (2.3%), and five-year (43.1%) Total Stockholder Return (TSR) against its Triple Net REITs and S&P 500 REITs comparison groups.
• Eighth consecutive year of dividend growth, with a 4.0% increase in the third quarter of 2025.
• Net income per share CAGR of 8.7% and AFFO per share CAGR of 7.5% since 2018.
• Received its seventh annual certification as a 'Great Place to Work' with 100% employee participation and agreement.
• Offset 100% of its 2024 and 2025 Scope 2 emissions from electricity through renewable energy credits (RECs).
• Formed an internal AI Steering Committee in early 2025 and amended the Audit Committee charter to include AI oversight.
• Continued investment in sustainability-oriented projects at golf courses, including water reduction, fuel and electricity reduction, waste reduction, and biodiversity initiatives.
• Two golf courses, Chariot Run Golf Club (since 2009) and Grand Bear Golf Club (April 2025), achieved Audubon Sanctuary certification.
• Robust stockholder engagement program with over 200 institutional investors met and 25 conferences attended in 2025.
• No material related party transactions or family relationships among directors and executive officers.
• All directors attended at least 75% of Board and applicable committee meetings in 2025 and earlier years.
• All directors are in compliance with robust stock ownership guidelines, requiring 5x annual cash retainer.
• Opted out of Maryland Anti-Takeover Statutes (MUTA, Maryland Business Combination Statute, and Control Share Acquisition Statute).
• Stockholders may amend bylaws by simple majority vote and may call a special meeting without material restriction.

Negatives

• The 2023 Long-Term Incentive Program (LTIP) Performance-Based Awards (PSUs) for the 2023-2025 period resulted in a 0% payout due to performance below threshold for both Absolute TSR and Relative TSR.
• The company's one-year (1.8%), three-year (2.3%), and five-year (43.1%) Total Stockholder Return (TSR) significantly underperformed the overall S&P 500 index (17.4%, 86.0%, and 96.0% respectively) for the period ended December 31, 2025.
• Net income is impacted by non-cash changes in the allowance for credit losses under ASC 326, which can fluctuate significantly (e.g., $834.5 million in 2022 vs. $(19.5) million in 2021).

Risks

• The impact of climate change, including chronic trends and acute events, as well as longer-term transitional effects, may pose a risk to the business model and long-term performance by impacting the underlying value of assets, the viability of tenants' businesses, and the health, safety, growth, and prosperity of surrounding communities.
• The highly regulated nature of the gaming industry requires directors, officers, and the company/subsidiaries to be licensed, and acquisitions and other specified transactions involving gamingand racing-related real estate may require approval of applicable regulatory agencies.
• The company is generally reliant on its tenants to track and report sustainability data and implement environmental sustainability initiatives at triple-net leased properties, as tenants have autonomy in operations.
• Cybersecurity and information technology risk exposures, including with respect to the use of AI tools and technology, are a concern.
• Key Person Dependency in management is identified as a risk oversight area.
• Macroeconomic uncertainty and sector-specific challenges have impacted Total Stockholder Return, particularly in the one-year and three-year periods.

Future Outlook

The company expects to continue to refresh its materiality matrix approximately every three years and will revisit the potential engagement of an external evaluator for board evaluations in Q3 2026. It plans to continue offering annual Say-on-Pay votes until the next non-binding advisory Say-on-Frequency vote. The Campus for Hope Foundation development, which the company supports, has a planned opening in 2028. The company also anticipates refreshing its UN Sustainable Development Goals alignment analysis periodically with business growth and stakeholder feedback.

Management Comments

• "You are cordially invited to attend the Annual Meeting of Stockholders (the Annual Meeting) of VICI Properties Inc. on Tuesday, April 28, 2026, at 10:00 a.m., Eastern Time, which will be held solely by means of remote communication in a virtual meeting format and conducted via live audio webcast in order to continue to provide greater access and visibility to our stockholders." Edward B. Pitoniak, CEO.
• "The virtual meeting has been designed to provide the same rights to participate as you would have at an in-person meeting. In addition, the virtual format provides the opportunity for participation by a broader group of our stockholders and enables the company to communicate more effectively with its stockholders who are able to participate from around the world." Edward B. Pitoniak, CEO.
• "Your Board of Directors is unanimously recommending a highly qualified, experienced, and actively engaged slate of nominees for election to the Board of Directors at the Annual Meeting." Edward B. Pitoniak, CEO.
• "On behalf of the Board of Directors and our employees, we thank you for your continued interest in and support of our company." Edward B. Pitoniak, CEO.
• "We are consistently striving to improve our understanding and approach to matters of importance to our investors and other stakeholders, as well as the scope, quality, and transparency of our related disclosure."
• "We take pride in our robust stockholder engagement program. Our core engagement principle is to develop and maintain strong relationships with our stockholders to ensure that we understand and consider their focus issues and provide necessary information needed for their investment decisions and continued ownership."
• "We are committed to sustainable business practices that encourage a culture of operational, environmental and social responsibility through our 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 and other policies."
• "We are thrilled to support the Campus for Hope Foundations development of an all-in-one campus in Southern Nevada that addresses the root causes of homelessness through personalized care."

Industry Context

StockSavvy.ai notes that VICI Properties operates within the highly specialized and regulated gaming and hospitality REIT sector. The company's strategic focus on efficient capital deployment and expanding relationships with experiential operators, such as the pending acquisition in the Las Vegas Locals market and investment in One Beverly Hills, demonstrates a continued effort to diversify its tenant roster and asset base beyond traditional gaming giants. The underperformance in short-to-medium term Total Stockholder Return, attributed to 'market narratives' and 'sector-specific challenges,' suggests that the broader market may be grappling with uncertainties impacting the experiential real estate sector, despite VICI's internal growth metrics. The company's commitment to ESG, including significant Scope 2 emissions offsets and Great Place to Work certification, aligns with increasing investor demand for sustainable and responsible corporate practices within the real estate and leisure industries.

Comparison to Industry Standards

• VICI's five-year Total Stockholder Return (TSR) of 43.1% outperformed its Triple Net REITs peer group (40.0%) and S&P 500 REITs peer group (20.0%), but significantly underperformed the overall S&P 500 index (96.0%).
• For the three-year period, VICI's TSR of 2.3% outperformed its Triple Net REITs peer group (1.0%) and S&P 500 REITs peer group (1.0%), but substantially lagged the S&P 500 index (86.0%).
• In the one-year period, VICI's TSR of 1.8% also outperformed its Triple Net REITs peer group (1.0%) and S&P 500 REITs peer group (1.0%), but was well below the S&P 500 index (17.4%).
• The company's 2025 fully diluted AFFO per share of $2.38, with 5.1% one-year and 10.4% two-year growth, indicates strong operational performance, which is a key metric for REITs. This performance led to a 200% payout for the Short-Term Incentive Plan, suggesting internal targets were robustly met or exceeded.
• The 0% payout for the 2023-2025 LTIP PSUs due to below-threshold Absolute TSR and Relative TSR performance highlights that while operational metrics are strong, market-based performance (share price appreciation plus dividends) has been challenging, particularly when compared to the broader market.
• The company's commitment to offsetting 100% of Scope 2 emissions from electricity for 2024 and 2025, and achieving Audubon Sanctuary certification for two golf courses, positions it favorably against industry peers in terms of environmental sustainability efforts.

Management Changes

Corporate Governance

Related Party Transactions

• In the fiscal year ended December 31, 2025, there were no material related party transactions.

Stakeholder Impact

• **Shareholders**: Directly impacted by voting outcomes on director elections, auditor ratification, and executive compensation. Affected by Total Stockholder Return performance, dividend growth, and the company's strong corporate governance practices. The 0% payout on long-term performance-based equity awards for 2023-2025 highlights a misalignment between executive long-term incentives and market-based shareholder returns.
• **Employees**: Benefit from the company's 'Great Place to Work' certification, comprehensive benefits package (including 401(k), medical, parental leave, and a family formation program), and professional development initiatives like 'VICI U' and 'Lunch and Learn' sessions. Compensation programs, including STIP and LTIP, directly affect employee incentives and rewards.
• **Customers/Tenants/Borrowers**: Supported by VICI's strategic initiatives and capital deployment, including new relationships with experiential operators. Tenants at triple-net leased properties maintain operational control and are responsible for expenses and sustainability initiatives, with VICI encouraging their efforts.
• **Suppliers/Vendors**: Subject to the company's Responsible Supplier Principles, which outline expectations for compliance with laws, equal opportunity, anti-harassment, prohibition of forced/child labor, fair wages, and environmental sustainability.
• **Communities**: Benefit from the company's corporate citizenship efforts focused on Community Support, Environmental Sustainability, and Youth Development, including significant support for the Campus for Hope Foundation in Southern Nevada.
• **Regulatory Authorities**: The company's business is subject to extensive gaming regulation, requiring licenses for directors, officers, and certain subsidiaries, and regulatory approvals for transactions, ensuring ongoing compliance.

Next Steps

• Annual Meeting of Stockholders on April 28, 2026, to vote on director elections, auditor ratification, and executive compensation.
• The Nominating and Governance Committee will revisit the potential engagement of an external evaluator for board evaluations in Q3 2026.
• The company will continue to offer annual Say-on-Pay votes until the next non-binding advisory Say-on-Frequency vote.
• The Campus for Hope Foundation development, which the company supports, has a planned opening in 2028.
• The company expects to continue to refresh its UN Sustainable Development Goals alignment analysis from time to time with business growth and stakeholder feedback.
• Stockholder proposals intended for the 2027 annual meeting must be received by November 16, 2026, to be considered for inclusion in proxy materials (Rule 14a-8).
• Proxy access director nominations for the 2027 annual meeting must be received between October 17, 2026, and November 16, 2026.

Key Dates

Recommendation

VICI Properties demonstrates strong operational performance with consistent AFFO per share growth and dividend increases, coupled with robust corporate governance and a commitment to ESG initiatives. However, the significant underperformance in Total Stockholder Return over the oneand three-year periods, and the 0% payout on long-term performance-based equity awards, indicate challenges in market valuation and aligning executive pay with broader shareholder returns. While the company is well-managed and strategically expanding, these market performance issues suggest a 'hold' recommendation until there is clearer evidence of sustained market outperformance or a shift in market sentiment towards the sector.

Keywords

VICI Properties, REIT, Gaming, Hospitality, Real Estate, Proxy Statement, Corporate Governance, Executive Compensation, Annual Meeting, AFFO, TSR, ESG, Climate Risk, Cybersecurity, Director Election, Auditor Ratification, Say-on-Pay