VICI PPTYS INC (VICI)
Sector: Real Estate
2026 Annual Meeting Analysis
VICI PPTYS INC · Meeting: April 28, 2026
Directors FOR
0
Directors AGAINST
7
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Abrahamson has served as Chair since VICI's founding in 2017, and over the past three years VICI's stock return of +2.6% has trailed the S&P 500 Index (^GSPC — S&P 500) by 65 percentage points, exceeding the 50-point threshold that triggers an against vote for directors with meaningful tenure overlap; the 5-year record does not mitigate this because the long-term gap versus ^GSPC also remains substantial.
Ms. Cantor has served since May 2018, meaning her tenure fully overlaps the three-year underperformance window; VICI's stock trailed the S&P 500 Index (^GSPC — S&P 500) by 65 percentage points over three years, exceeding the 50-point threshold that applies when the company's absolute three-year return is a low positive (0–20%).
Ms. Douglas joined in February 2020, which is more than 24 months ago and well within the three-year underperformance window; VICI trailed the S&P 500 Index (^GSPC — S&P 500) by 65 percentage points over three years, exceeding the applicable 50-point threshold.
Ms. Holland has served since January 2018, so her tenure fully overlaps the three-year measurement period; VICI's stock underperformed the S&P 500 Index (^GSPC — S&P 500) by 65 percentage points over three years, which exceeds the 50-point trigger for companies with low-positive absolute returns.
Mr. Macnab has served since VICI's founding in October 2017 and his tenure fully overlaps the underperformance window; VICI trailed the S&P 500 Index (^GSPC — S&P 500) by 65 percentage points over the past three years, exceeding the 50-point threshold applicable to low-positive absolute TSR companies.
Mr. Pitoniak is VICI's CEO and has served as a director since the company's founding in 2017; as an executive director he is subject to the same TSR trigger as all other directors, and VICI's three-year stock return of +2.6% trailed the S&P 500 Index (^GSPC — S&P 500) by 65 percentage points, well above the 50-point threshold — this director vote determination is independent of the Say on Pay vote.
Mr. Rumbolz has served since VICI's founding in October 2017, fully overlapping the three-year underperformance period; VICI's stock return of +2.6% over three years lagged the S&P 500 Index (^GSPC — S&P 500) by 65 percentage points, exceeding the 50-point trigger that applies to companies with low-positive absolute returns.
For Analysis
The TSR underperformance trigger fires for all seven nominees. VICI's three-year price return of +2.6% trails the S&P 500 Index (^GSPC — S&P 500) by 65 percentage points, exceeding the 50-point threshold applicable when a company's absolute three-year return falls in the low-positive (0–20%) band. All directors have tenure exceeding 24 months and their service meaningfully overlaps the underperformance period. The 5-year absolute return of +30.1% shows a longer-term track record but does not reduce the 3-year gap below the applicable threshold, so the mitigant does not apply. An against vote is warranted for all seven nominees individually. No overboarding, attendance, independence, or familial relationship issues were identified.
Say on Pay
✓ FORCEO
Edward B. Pitoniak
Total Comp
$14,007,585
Prior Support
95%+%
CEO total compensation of approximately $14.0 million is within a reasonable range for the chief executive of a $30 billion market-cap specialty REIT, and the proxy indicates VICI has consistently received 95%+ shareholder support on Say on Pay in prior years, well above the 70% threshold that would trigger concern. The compensation structure is heavily weighted toward variable, performance-based pay (equity awards and short-term incentive plan tied to measurable metrics such as adjusted funds from operations per share), satisfying the pay-mix requirement. While VICI has underperformed the S&P 500 Index (^GSPC — S&P 500) significantly over three years, the pay-for-performance concern is partially mitigated by the fact that incentive payouts appear tied to company-specific operational metrics rather than unconditioned grants, and the aggregate pay level does not appear to exceed benchmark thresholds that would independently require a no vote.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$1,700,000
Non-Audit Fees
$422,000
Non-audit fees of $422,000 represent approximately 24.8% of audit fees of $1,700,000, which is well below the 50% threshold that would raise independence concerns; the audit-related fees relate to one-time transaction due diligence, a reasonable explanation; Deloitte is a Big 4 firm appropriate for a $30 billion market-cap company; auditor tenure was not disclosed in the filing so the tenure trigger cannot fire, and the absence of disclosed tenure is noted as a minor negative factor but does not itself warrant a no vote.
Overall Assessment
The 2026 VICI annual meeting presents three standard proposals. The director election ballot receives across-the-board against votes for all seven nominees driven solely by VICI's significant three-year total shareholder return underperformance relative to the S&P 500 Index (^GSPC — S&P 500) — a 65 percentage point gap that exceeds the applicable 50-point policy threshold — while auditor ratification and Say on Pay both pass their respective policy screens and receive for votes.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing