Welcome to the VICI Properties Inc. 2026 annual meeting of stockholders. It is my pleasure to introduce James Abrahamson, Chair of the Board of VICI Properties Inc.
Good morning. I would like to welcome you to the 2026 annual meeting of stockholders of VICI Properties Inc. The company has provided each stockholder with either a copy of or instructions regarding how to obtain internet access to our 2026 proxy statement and 2025 annual report to stockholders, which are also available on our website at viciproperties.com. Any stockholder who has not previously voted by proxy will be able to do so prior to the closing of polls by following the instructions on the virtual meeting portal. I would like to now introduce the other directors of the company who have joined us today. Ms. Diana Cantor, Ms. Monica Douglas, Ms. Elizabeth Holland, Mr. Craig Macnab, Mr. Michael Rumbolz, and our Chief Executive Officer, Mr. Edward Pitoniak. I would also like to introduce the other officers of the company that have joined us today.
Our President and Chief Operating Officer, Mr. John Payne. Our Executive Vice President, Chief Financial Officer, and Treasurer, Mr. David Kieske. Our Executive Vice President, General Counsel, and Secretary, Ms. Samantha Sacks Gallagher, and our Chief Accounting Officer, Mr. Jeremy Waxman. Also joining us are Eric Rubin of Deloitte & Touche LLP, our independent registered public accountant, and Lou Larson, a representative of Broadridge Financial Solutions, who is serving as Inspector of Election at today's meeting. We will now conduct the formal business of this meeting. As described in our notice and proxy statement, stockholders have the opportunity to submit questions in advance and may still submit questions through the virtual meeting portal before the proposals are addressed, subject to the considerations outlined in the posted rules of procedure. I've asked Mr. Pitoniak to facilitate the meeting and Ms. Gallagher to act as Secretary of the meeting.
Thank you, Jim. Will the Secretary of the company please present proof of the requisite mailing of the notice regarding availability of proxy materials, the notice of the annual meeting, proxy statement, and form of proxy, and 2025 annual report to stockholders to the stockholders of record as of March 2nd, 2026, the record date?
Thank you, Ed. I hereby present an affidavit from Broadridge Financial Solutions, certifying that Broadridge has, on behalf of the company, caused to be mailed the aforementioned materials commencing on March 17th, 2026, to each of the company's stockholders as of the record date.
Thank you, Samantha. I direct that the affidavit from Broadridge be filed with the records of this meeting and will, in the interest of time, omit the reading of the notice of annual meeting of stockholders. The first order of business is to determine the presence of a quorum. Only holders of record of the common stock of the company at the close of business as of the record date are entitled to notice of and to vote at this meeting. I now ask the Secretary for a report on the presence of a quorum.
As of the record date, there were a total of 1,068,988,999 shares of common stock outstanding and entitled to vote at this meeting. As the number of shares of common stock represented at this meeting, either in person or by proxy, represents at least a majority of all the votes entitled to be cast at this meeting, a quorum is present and the meeting is duly convened.
Proper notice having been given for the meeting and a quorum established, I hereby call this annual meeting of stockholders to order and ask that Ms. Gallagher to introduce the Inspector of Election.
Thank you, Jim. The board has appointed Mr. Lou Larson of Broadridge to act as Inspector of Election for this meeting, and Mr. Larson has subscribed his Oath of Inspector of Election, which will be filed with the records of this meeting.
Thank you, Samantha. The notice and proxy statement provide for the submission to the stockholders of three proposals as directed by the board. The first proposal is the election of seven director nominees to serve on our board of directors, each for a year term ending at the 2027 annual meeting of stockholders and until the respective successors are duly elected and qualified or at such earlier time as the board otherwise makes a determination in accordance with our charter and bylaws. In accordance with our bylaws, and as set forth in the proxy statement, our board of directors has nominated each of our seven incumbent directors for re-election. The board of directors has recommended that stockholders vote for each of these nominees. No further nominations may be made.
The second proposal is to ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026. The Board of Directors has recommended that the stockholders vote for this proposal. The third proposal is to approve on a non-binding advisory basis the 2025 compensation of the company's named executive officers. The Board of Directors has recommended that the stockholders vote for this proposal.
We will now answer the submitted questions relevant to the proposals to be voted upon at the meeting or otherwise appropriately to be addressed. Any questions that are not relevant or appropriate to the matters before the meeting will not be addressed in accordance with the rules of procedure. We received a stockholder question regarding the audit committee's oversight of and process regarding the continued selection of Deloitte as our independent registered public accounting firm. I will address this question on behalf of the company, and we refer stockholders to our proxy statement beginning on page 38, which describes the audit committee's process regarding its evaluation of Deloitte's performance with respect to the fiscal year 2025 and selection in 2026.
It is on this basis that the company selected Deloitte to continue as its independent auditor, and the board unanimously recommended a vote for the ratification of the appointment of Deloitte for 2026. There being no further questions, we will proceed with the meeting.
Thank you, Samantha. I hereby declare the polls open. Any stockholders desiring to vote or to change their vote should do so at this time by following the on-screen instructions. Stockholders who have already voted need not take any further action. We will now pause briefly to allow any stockholders who have not yet voted to do so. I now declare the polls closed. Will the Inspector of Election present his report on the results of the voting?
You may continue, Mr. Pitoniak.
The report of the Inspector of Election as presented is accepted.
Since sufficient votes have been cast to cause the election of each of the nominees as directors of the company, I hereby declare that they are elected to serve as directors of the company until the 2027 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, or at such earlier time as the board otherwise makes a determination in accordance with the charter and bylaws of the company. Since sufficient votes have been cast for ratification, I hereby declare that the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026, has been ratified.
Since sufficient votes have been cast on a non-binding advisory basis for approval of the compensation of the company's named executive officers, I hereby declare that such compensation has been approved on a non-binding advisory basis by the stockholders. I hereby direct Ms. Gallagher to file the votes cast through the virtual meeting portal proxies and the oath and report of the Inspector of Election with the records of the company. Jim?
Thank you, Edward. There being no further business, the formal portion of the Annual Meeting of Stockholders is hereby adjourned. On behalf of the Board of Directors, management, and the employees of VICI Properties, we thank our stockholders for their continued support.
I would also like to thank all of our stockholders and guests who joined us this morning. We greatly appreciate your continued support and look forward to reconnecting on our Q1 2026 earnings conference call on Thursday, April 30th, 2026, at 10:00 A.M. Eastern Time, accessible through our website at viciproperties.com.
This now concludes the meeting. Thank you for joining, and have a pleasant day.