01—Abstract
Summary
Summary of the 8-K filed April 30, 2024. Cited figures are marked; the original filing is the authoritative source.
At its 2024 Annual Meeting of Stockholders, held April 30, 2024, VICI Properties Inc. stockholders elected all seven director nominees to serve until the 2025 Annual Meeting: James R.
Abrahamson, Diana F. Cantor, Monica H. Douglas, Elizabeth I.
Holland, Craig Macnab, Edward B. Pitoniak and Michael D. Rumbolz.
Each nominee received substantially more votes for than against, with Edward B. Pitoniak receiving 919,152,464 votes for and 629,674 against, and James R. Abrahamson and Craig Macnab receiving the most votes against among the nominees, at 15,497,933 and 15,662,304 respectively.
Stockholders also ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024, with 949,628,456 votes for and 7,456,547 against. In a non-binding advisory vote, stockholders approved the compensation of the named executive officers, with 882,136,369 votes for and 37,288,169 against, and 668,861 abstentions. On the frequency of future say-on-pay votes, 895,592,120 votes favored one year, 23,645,747 favored three years and 429,150 favored two years.
Consistent with this result and the Board of Directors' recommendation, the Board determined that the Company will hold an advisory vote on executive compensation annually. The proposals were described in the definitive proxy statement filed with the SEC on March 14, 2024.
02—Key points
Key Highlights
- All seven director nominees were elected to serve until the 2025 Annual Meeting, with Edward B. Pitoniak receiving 919,152,464 votes for and 629,674 against.
- Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024, with 949,628,456 votes for and 7,456,547 against.
- The non-binding advisory vote on named executive officer compensation was approved, with 882,136,369 votes for and 37,288,169 votes against.
- Stockholders favored an annual say-on-pay vote, with 895,592,120 votes for one year, 23,645,747 for three years and 429,150 for two years.
- Following the stockholder vote and the Board's recommendation, the Board determined that the Company will hold an advisory vote on executive compensation every year.
- Broker non-votes were 37,242,493 on the director election, the say-on-pay proposal and the frequency proposal, and were 0 on the auditor ratification.
03—Questions
Frequently Asked Questions
Did any director nominees fail to be elected at the 2024 Annual Meeting?
No. The filing states that all seven nominees were duly elected to serve until the 2025 Annual Meeting or until their successors are elected and qualified. Votes against ranged from 629,674 for Edward B. Pitoniak to 15,662,304 for Craig Macnab.
Who is the Company's independent auditor for 2024?
Stockholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024, with 949,628,456 votes for, 7,456,547 against and 250,889 abstentions.
Did stockholders approve executive compensation?
Yes. In a non-binding, advisory vote, stockholders approved the compensation of the named executive officers, with 882,136,369 votes for, 37,288,169 against and 668,861 abstentions.
How often will VICI hold say-on-pay votes going forward?
The Board determined that the Company will hold an advisory vote on executive compensation annually. This follows stockholder support for a one-year frequency, with 895,592,120 votes for one year compared with 23,645,747 for three years and 429,150 for two years, and is consistent with the Board's recommendation.
04—Continue