UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 30, 2019
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VICI Properties Inc.
(Exact Name of Registrant as Specified in its Charter)
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| Maryland | | 001-38372 | | 81-4177147 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.)
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430 Park Avenue, 8th Floor
New York, New York 10022
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (646) 949-4631
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common stock, $0.01 par value | | VICI | | New York Stock Exchange |
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On April 30, 2019, VICI Properties Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”). The information below is a summary of the final voting results on three proposals considered and voted upon at the Annual Meeting. The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the U.S. Securities and Exchange Commission on March 18, 2019.
Proposal 1: Election of Directors
The following persons were duly elected as directors of the Company to serve until the 2020 Annual Meeting of Stockholders of the Company or until their respective successors are duly elected and qualified: James R. Abrahamson, Diana F. Cantor, Eric L. Hausler, Elizabeth I. Holland, Craig Macnab, Edward B. Pitoniak, and Michael D. Rumbolz. The table below sets forth the voting results for each director nominee:
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| Nominee | | Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| James R. Abrahamson | | 360,287,577 | | 3,243,565 | | 77,023 | | 3,943,640 |
| Diana F. Cantor | | 363,136,131 | | 464,959 | | 7,075 | | 3,943,640 |
| Eric L. Hausler | | 360,572,199 | | 3,028,258 | | 7,708 | | 3,943,640 |
| Elizabeth I. Holland | | 362,615,950 | | 984,940 | | 7,275 | | 3,943,640 |
| Craig Macnab | | 360,544,485 | | 3,056,472 | | 7,208 | | 3,943,640 |
| Edward B. Pitoniak | | 362,612,353 | | 988,604 | | 7,208 | | 3,943,640 |
| Michael D. Rumbolz | | 271,639,878 | | 91,960,978 | | 7,309 | | 3,943,640 |
Proposal 2: Ratification of Independent Registered Public Accounting Firm
At the Annual Meeting, the Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. The table below sets forth the voting results for this proposal:
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| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 367,297,774 | | 244,780 | | 9,251 | | 0 |
Proposal 3: Advisory Vote on Named Executive Officer Compensation
At the Annual Meeting, the Company’s stockholders voted to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers. The table below sets forth the voting results for this proposal:
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| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 362,143,190 | | 1,431,005 | | 33,970 | | 3,943,640 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | VICI PROPERTIES INC. |
| Date: May 1, 2019 | By: | /s/ SAMANTHA S. GALLAGHER |
| | | Samantha S. Gallagher |
| | | Executive Vice President, General Counsel and Secretary |
