01—Abstract
Summary
Summary of the 8-K filed April 28, 2026. Cited figures are marked; the original filing is the authoritative source.
VICI Properties Inc. held its 2026 Annual Meeting of Stockholders on April 28, 2026, and this Form 8-K, filed the same day under Item 5.07 (Submission of Matters to a Vote of Security Holders), reports the final voting results.
The proposals were described in the company's definitive proxy statement, filed with the SEC on March 16, 2026. The filing is co-signed by VICI Properties L.P. All seven director nominees were elected to serve until the 2027 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 far more votes for than against. Elizabeth I. Holland drew the largest number of votes against (32,937,352), while Edward B.
Pitoniak drew the fewest (524,289). Stockholders also ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 961,351,390 votes for and 4,814,058 against. In a non-binding advisory vote, stockholders approved the compensation of the named executive officers, with 867,442,313 votes for and 46,467,590 against, plus 2,042,250 abstentions.
02—Key points
Key Highlights
- All seven director nominees were elected to serve until the 2027 Annual Meeting of Stockholders.
- Elizabeth I. Holland received the most votes against of any nominee (32,937,352), while Edward B. Pitoniak received the fewest (524,289).
- Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2026, with 961,351,390 votes for and 4,814,058 against.
- The advisory vote on named executive officer compensation passed, with 867,442,313 votes for and 46,467,590 against.
- Broker non-votes were 50,782,758 for each director nominee and for the say-on-pay proposal, and zero for the auditor ratification.
- The annual meeting was held on April 28, 2026, and the proxy statement describing the proposals was filed on March 16, 2026.
03—Questions
Frequently Asked Questions
Who was elected to the board of directors at the 2026 Annual Meeting?
Seven nominees were elected: James R. Abrahamson, Diana F. Cantor, Monica H. Douglas, Elizabeth I. Holland, Craig Macnab, Edward B. Pitoniak, and Michael D. Rumbolz. Each will serve until the 2027 Annual Meeting or until a successor is duly elected and qualified.
Which accounting firm did stockholders approve for fiscal 2026?
Stockholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The filing reports 961,351,390 votes for, 4,814,058 against, and 569,463 abstentions.
Did stockholders approve the executive compensation proposal?
Yes. The advisory, non-binding vote on named executive officer compensation was approved, with 867,442,313 votes for, 46,467,590 against, 2,042,250 abstentions, and 50,782,758 broker non-votes.
Which director nominee had the most opposition?
Elizabeth I. Holland received 32,937,352 votes against, the highest number among the nominees, and 882,457,822 votes for. Craig Macnab received 20,285,560 votes against, the next highest.
04—Continue