01—Abstract
Summary
Summary of the 8-K filed April 29, 2025. Cited figures are marked; the original filing is the authoritative source.
VICI Properties Inc. held its 2025 Annual Meeting of Stockholders on April 29, 2025.
This Item 5.07 report presents the final voting results on three proposals, which were described in the definitive proxy statement filed with the SEC on March 17, 2025. Stockholders elected all seven director nominees to serve until the 2026 Annual Meeting: James R. Abrahamson, Diana F.
Cantor, Monica H. Douglas, Elizabeth I. Holland, Craig Macnab, Edward B.
Pitoniak and Michael D. Rumbolz. Votes for each nominee ranged from 929,196,573 (Holland) to 941,336,494 (Pitoniak).
Votes against ranged from 403,536 (Pitoniak) to 12,573,253 (Holland), with Holland and Macnab (12,472,214 against) drawing the most opposition. Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, with 978,838,090 votes for and 3,651,633 against. In a non-binding advisory vote, stockholders also approved the compensation of the named executive officers, with 900,381,991 votes for, 40,546,212 against, 1,118,241 abstentions and 41,091,202 broker non-votes.
02—Key points
Key Highlights
- The 2025 Annual Meeting of Stockholders was held on April 29, 2025.
- All seven director nominees were elected to serve until the 2026 Annual Meeting of Stockholders.
- Holland (12,573,253 votes against) and Macnab (12,472,214 votes against) received the most votes against among the director nominees.
- Deloitte & Touche LLP was ratified as the independent registered public accounting firm for fiscal year 2025, with 978,838,090 votes for and 3,651,633 against.
- The non-binding advisory vote on named executive officer compensation was approved, with 900,381,991 votes for and 40,546,212 against.
- Broker non-votes of 41,091,202 were recorded for the director election and the say-on-pay proposal; no broker non-votes were reported for the auditor ratification.
- The proposals were described in the definitive proxy statement filed with the SEC on March 17, 2025.
03—Questions
Frequently Asked Questions
Who was elected to VICI's board at the 2025 Annual Meeting?
Seven nominees were elected to serve until the 2026 Annual Meeting or until their 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.
Did stockholders approve the independent auditor?
Yes. Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, with 978,838,090 votes for and 3,651,633 against, and 647,923 abstentions.
How did stockholders vote on executive compensation?
In a non-binding advisory vote, stockholders approved the compensation of the named executive officers, with 900,381,991 votes for, 40,546,212 against, 1,118,241 abstentions and 41,091,202 broker non-votes.
Which director nominees drew the most votes against?
Elizabeth I. Holland received 12,573,253 votes against and Craig Macnab received 12,472,214 votes against, the highest counts among the seven nominees. Edward B. Pitoniak received the fewest, with 403,536 votes against.
04—Continue