01—Abstract
Summary
Summary of the 10-K/A filed April 30, 2018. Cited figures are marked; the original filing is the authoritative source.
This Part III amendment to VICI Properties Inc.'s annual report, filed under the VICI name, supplies the governance, compensation, ownership, related-party, and auditor-fee disclosures that the company incorporates into its Form 10-K for fiscal 2017.
The board has seven members. Edward B. Pitoniak serves as Chief Executive Officer, John Payne as President and Chief Operating Officer, and David Kieske as Chief Financial Officer effective January 1, 2018, succeeding Mary Beth Higgins.
Pitoniak's base salary is $725,000,a Payne's is $1,200,000, and Kieske's is $450,000. The filing describes employment agreements with severance and change-in-control provisions, and a VICI 2017 Stock Incentive Plan authorizing 12,750,000 shares, of which 12,575,428 remained available for future issuance at December 31, 2017. Ownership disclosures are based on 370,128,832 common shares outstanding as of April 16, 2018.
Canyon Capital Advisors LLC reports 45,301,818 shares (12.2%), Pacific Investment Management Company LLC reports 28,498,883 shares (7.7%), Soros Fund Management LLC reports 21,523,226 shares (5.8%), and Solus Alternative Asset Management LP reports 20,058,146 shares (5.4%). All directors and executive officers together hold 379,917 shares, which the filing shows as less than 1%. The filing also reports the December 2017 private placement of 54,054,053 shares at $18.50b per share, with registration rights granted to those investors.
For 2017, the independent registered public accounting firm billed total fees of $2,055,500,c all of which the filing classifies as audit fees. The board has determined that the non-employee directors are independent under NYSE rules.
02—Key points
Key Highlights
- Board of seven members; Edward B. Pitoniak is CEO and a director, John Payne is President and COO, and David Kieske is CFO effective January 1, 2018.
- Named executive officers for 2017 were Pitoniak, Payne, and former CFO Mary Beth Higgins; Pitoniak's 2017 total compensation is reported as $2,308,896 in the Summary Compensation Table.
- Pitoniak's employment agreement provides a $725,000 base salary and a target bonus of 100% of salary, with equity awards targeted at 250% of salary.
- Canyon Capital Advisors LLC is the largest reported 5% holder with 45,301,818 shares (12.2%) of 370,128,832 shares outstanding as of April 16, 2018.
- The VICI 2017 Stock Incentive Plan authorizes 12,750,000 shares, with 12,575,428 shares available for future issuance at December 31, 2017.
- The 2017 Audit Fees paid to the independent registered public accounting firm total $2,055,500, with no audit-related, tax, or other fees.
- Directors and executive officers were granted related-party-type equity and cash in connection with the IPO directed share program, in which they purchased 112,700 shares at $20.00 per share.
03—One dollar
04—Financials
Financial Highlights
Figures from 10-K/AFY2017filed April 30, 2018Financial Statements
FY2017 against FY2016
| Line item | FY2017FY2016 | Change |
|---|---|---|
| Revenue | $187.61M— | — |
| Operating Income | $144.20M— | — |
| Interest Expense | $63.35M— | — |
| Net Income | $44.54M— | — |
05—Questions
Frequently Asked Questions
Who runs VICI Properties and who sits on the board?
Edward B. Pitoniak is Chief Executive Officer and a director, John Payne is President and Chief Operating Officer, and David Kieske is Chief Financial Officer effective January 1, 2018. The seven-member board includes James Robert Abrahamson as Chair, Eugene Irwin Davis, Eric Littmann Hausler, Elizabeth I. Holland, Craig Macnab, and Michael David Rumbolz.
How are the top executives paid?
Pitoniak receives a base salary of $725,000 with a cash bonus target of 100% of salary and a maximum of 200%, plus equity awards targeted at 250% of salary. Payne receives a base salary of $1,200,000 with annual incentive compensation targeted at $1,800,000, split between cash and equity. Kieske receives a base salary of $450,000 with a cash bonus target of 85% of salary and equity targeted at 150% of salary.
Who are the largest shareholders?
The filing lists Canyon Capital Advisors LLC with 45,301,818 shares (12.2%), Pacific Investment Management Company LLC with 28,498,883 shares (7.7%), Soros Fund Management LLC with 21,523,226 shares (5.8%), and Solus Alternative Asset Management LP with 20,058,146 shares (5.4%). These percentages are based on 370,128,832 common shares outstanding as of April 16, 2018.
What related-party transactions and registration rights exist?
The company entered into a registration rights agreement under the Plan of Reorganization for holders who cannot freely transfer equity under Section 1145 of the Bankruptcy Code. In December 2017, it sold 54,054,053 shares at $18.50 per share in a private placement and granted those investors resale registration rights. Directors and executive officers also bought 112,700 shares in the February 2017 IPO through a directed share program at $20.00 per share.
What did the company pay its independent auditor?
For the year ended December 31, 2017, the company paid total fees of $2,055,500 to its independent registered public accounting firm. All of this amount was for audit services, which included the annual financial statement audits, Sarbanes-Oxley Section 404 services, SEC consents, and related expenses. The filing reports no audit-related, tax, or other fees.
06—Continue