Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 3.42M
6: EX-4.10 Instrument Defining the Rights of Security Holders HTML 61K
2: EX-4.2 Instrument Defining the Rights of Security Holders HTML 61K
3: EX-4.4 Instrument Defining the Rights of Security Holders HTML 61K
7: EX-4.42 Instrument Defining the Rights of Security Holders HTML 94K
4: EX-4.6 Instrument Defining the Rights of Security Holders HTML 61K
5: EX-4.8 Instrument Defining the Rights of Security Holders HTML 61K
8: EX-10.47 Material Contract HTML 56K
9: EX-10.48 Material Contract HTML 66K
10: EX-21.1 Subsidiaries List HTML 101K
11: EX-21.2 Subsidiaries List HTML 95K
12: EX-23.1 Consent of Expert or Counsel HTML 34K
13: EX-23.2 Consent of Expert or Counsel HTML 34K
22: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 47K Awarded Compensation
14: EX-31.1 Certification -- §302 - SOA'02 HTML 40K
15: EX-31.2 Certification -- §302 - SOA'02 HTML 40K
16: EX-31.3 Certification -- §302 - SOA'02 HTML 40K
17: EX-31.4 Certification -- §302 - SOA'02 HTML 40K
18: EX-32.1 Certification -- §906 - SOA'02 HTML 37K
19: EX-32.2 Certification -- §906 - SOA'02 HTML 37K
20: EX-32.3 Certification -- §906 - SOA'02 HTML 37K
21: EX-32.4 Certification -- §906 - SOA'02 HTML 37K
28: R1 Cover HTML 109K
29: R2 Audit Information HTML 43K
30: R3 Vici Properties Inc. Consolidated Balance Sheets HTML 141K
31: R4 Vici Properties Inc. Consolidated Balance Sheets HTML 61K
(Unaudited) (Parenthetical)
32: R5 Vici Properties Inc. Consolidated Statements of HTML 165K
Operations and Comprehensive Income
33: R6 Vici Properties Inc. Consolidated Statements of HTML 95K
Stockholders' Equity
34: R7 Vici Properties Inc. Consolidated Statements of HTML 38K
Stockholders' Equity (Parenthetical)
35: R8 Vici Properties Inc. Consolidated Statements of HTML 175K
Cash Flows
36: R9 Vici Properties L.P. Consolidated Balance Sheets HTML 124K
37: R10 Vici Properties L.P. Consolidated Balance Sheets HTML 51K
(Parenthetical)
38: R11 Vici Properties L.P. Consolidated Statements of HTML 155K
Operations and Comprehensive Income
39: R12 Vici Properties L.P. Consolidated Statements of HTML 71K
Partners' Capital
40: R13 Vici Properties L.P. Consolidated Statements of HTML 200K
Cash Flows (Unaudited)
41: R14 Business and Organization HTML 39K
42: R15 Summary of Significant Accounting Policies HTML 95K
43: R16 Real Estate Transactions HTML 113K
44: R17 Real Estate Portfolio HTML 152K
45: R18 Allowance for Credit Losses HTML 120K
46: R19 Other Assets and Other Liabilities HTML 78K
47: R20 Debt HTML 181K
48: R21 Derivatives HTML 63K
49: R22 Fair Value HTML 78K
50: R23 Commitments and Contingent Liabilities HTML 87K
51: R24 Stockholders' Equity HTML 133K
52: R25 Earnings Per Share and Earnings Per Unit HTML 91K
53: R26 Stock-Based Compensation HTML 80K
54: R27 Income Taxes HTML 118K
55: R28 Summary of Significant Accounting Policies HTML 156K
(Policies)
56: R29 Summary of Significant Accounting Policies HTML 52K
(Tables)
57: R30 Real Estate Transactions (Tables) HTML 89K
58: R31 Real Estate Portfolio (Tables) HTML 155K
59: R32 Allowance for Credit Losses (Tables) HTML 110K
60: R33 Other Assets and Other Liabilities (Tables) HTML 83K
61: R34 Debt (Tables) HTML 160K
62: R35 Derivatives (Tables) HTML 63K
63: R36 Fair Value (Tables) HTML 80K
64: R37 Commitments and Contingent Liabilities (Tables) HTML 110K
65: R38 Stockholders' Equity (Tables) HTML 132K
66: R39 Earnings Per Share and Earnings Per Unit (Tables) HTML 86K
67: R40 Stock-Based Compensation (Tables) HTML 77K
68: R41 Income Taxes (Tables) HTML 120K
69: R42 Business and Organization (Details) HTML 43K
70: R43 Summary of Significant Accounting Policies - HTML 126K
Narrative (Details)
71: R44 Summary of Significant Accounting Policies - HTML 47K
Schedule of Depreciation (Details)
72: R45 Real Estate Transactions - Chelsea Piers HTML 53K
Transaction (Details)
73: R46 Real Estate Transactions - Bowlero Transaction HTML 61K
(Details)
74: R47 Real Estate Transactions - Century Canadian HTML 61K
Portfolio Transaction (Details)
75: R48 Real Estate Transactions - Rocky Gap Casino HTML 58K
(Details)
76: R49 Real Estate Transactions - MGM Grand/Mandalay Bay HTML 81K
JV (Details)
77: R50 Real Estate Transactions - Asset Acquisitions HTML 64K
(Details)
78: R51 Real Estate Transactions - PURE Canadian Gaming HTML 71K
Transaction (Details)
79: R52 Real Estate Transactions - Recent Leasing Activity HTML 65K
(Details)
80: R53 Real Estate Transactions - Schedule of Loan HTML 51K
Originations (Details)
81: R54 Real Estate Transactions - Significant 2022 HTML 113K
Transactions Narrative (Details)
82: R55 Real Estate Transactions - Schedule of Significant HTML 110K
2022 Transactions (Details)
83: R56 Real Estate Portfolio - Narrative (Details) HTML 73K
84: R57 Real Estate Portfolio - Schedule Of Real Estate HTML 65K
Portfolio (Details)
85: R58 Real Estate Portfolio - Schedule of Components of HTML 48K
Direct Financing and Operating Leases (Details)
86: R59 Real Estate Portfolio - Schedule Of Future Minimum HTML 83K
Lease Payments (Details)
87: R60 Real Estate Portfolio - Schedule of Lease HTML 104K
Agreement (Details)
88: R61 Real Estate Portfolio - Schedule of Capital HTML 62K
Expenditure Requirements (Details)
89: R62 Real Estate Portfolio - Summary of Investment in HTML 62K
Loans (Details)
90: R63 Allowance for Credit Losses - Net Investment in HTML 89K
Lease, Allowance for Credit Loss (Details)
91: R64 Allowance for Credit Losses - Allowance for Credit HTML 46K
Losses Rollforward (Details)
92: R65 Allowance for Credit Losses - Narrative (Details) HTML 45K
93: R66 Allowance for Credit Losses - Financing Receivable HTML 52K
Credit Quality (Details)
94: R67 Other Assets and Other Liabilities - Schedule of HTML 72K
Other Assets (Details)
95: R68 Other Assets and Other Liabilities - Schedule of HTML 53K
Property and Equipment Used in Operations
(Details)
96: R69 Other Assets and Other Liabilities - Schedule of HTML 58K
Other Liabilities (Details)
97: R70 Debt - Schedule Of Outstanding Indebtedness HTML 249K
(Details)
98: R71 Debt - Schedule of Future Minimum Repayment HTML 55K
(Details)
99: R72 Debt - Senior Unsecured Debt (Details) HTML 64K
100: R73 Debt - New Unsecured Credit Facilities (Details) HTML 91K
101: R74 Debt - Senior Secured Credit Facilities (Details) HTML 58K
102: R75 Debt - MGM Grand/Mandalay Bay CMBS Debt (Details) HTML 53K
103: R76 Debt - Bridge Facilities (Details) HTML 47K
104: R77 Debt - Schedule of Interest Expense (Details) HTML 50K
105: R78 Derivatives - Narrative (Details) HTML 92K
106: R79 Derivatives - Schedule of Derivatives (Details) HTML 42K
107: R80 Derivatives - Schedule of Derivatives of Income HTML 53K
Statement (Details)
108: R81 Fair Value - Recurring Basis (Details) HTML 75K
109: R82 Fair Value - Schedule of Estimated Fair Values HTML 63K
(Details)
110: R83 Commitments and Contingent Liabilities - Narrative HTML 43K
(Details)
111: R84 Commitments and Contingent Liabilities - Schedule HTML 49K
of Assets and Liabilities (Details)
112: R85 Commitments and Contingent Liabilities - Schedule HTML 53K
of Rent Expense (Details)
113: R86 Commitments and Contingent Liabilities - Schedule HTML 98K
Of Future Minimum Lease Payments (Details)
114: R87 Stockholders' Equity - Narrative (Details) HTML 74K
115: R88 Stockholders' Equity - Forward Offerings (Details) HTML 75K
116: R89 Stockholders' Equity - ATM Program Activity HTML 111K
(Details)
117: R90 Stockholders' Equity - Schedule of Common Stock HTML 52K
Outstanding (Details)
118: R91 Stockholders' Equity - Dividends Declared HTML 38K
(Details)
119: R92 Earnings Per Share and Earnings Per Unit - HTML 51K
Schedule Of Weighted Average Earnings Per Share
(Details)
120: R93 Earnings Per Share and Earnings Per Unit - HTML 76K
Schedule Of Basic And Diluted Earnings Per Share
(Details)
121: R94 Earnings Per Share and Earnings Per Unit - HTML 36K
Narrative (Details)
122: R95 Stock-Based Compensation - Narrative (Details) HTML 91K
123: R96 Stock-Based Compensation - Schedule of HTML 47K
Compensation Expense (Details)
124: R97 Stock-Based Compensation - Schedule Of Restricted HTML 73K
Stock (Details)
125: R98 Income Taxes - Narrative (Details) HTML 51K
126: R99 Income Taxes - Schedule Of Income Tax Expense HTML 73K
(Benefit) (Details)
127: R100 Income Taxes - Schedule Of Deferred Tax Assets And HTML 61K
Liabilities (Details)
128: R101 Income Taxes - Schedule of Effective Rate HTML 69K
Reconciliation (Details)
129: R102 Income Taxes - Federal Income Tax Note (Details) HTML 40K
131: XML IDEA XML File -- Filing Summary XML 222K
134: XML XBRL Instance -- vici-20231231_htm XML 3.86M
130: EXCEL IDEA Workbook of Financial Report Info XLSX 301K
24: EX-101.CAL XBRL Calculations -- vici-20231231_cal XML 394K
25: EX-101.DEF XBRL Definitions -- vici-20231231_def XML 1.73M
26: EX-101.LAB XBRL Labels -- vici-20231231_lab XML 2.89M
27: EX-101.PRE XBRL Presentations -- vici-20231231_pre XML 2.14M
23: EX-101.SCH XBRL Schema -- vici-20231231 XSD 388K
132: JSON XBRL Instance as JSON Data -- MetaLinks 681± 1.07M
133: ZIP XBRL Zipped Folder -- 0001705696-24-000033-xbrl Zip 1.08M
‘EX-97.1’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
VICI Properties Inc. - Incentive Compensation Clawback Policy
I.Introduction
The Board of Directors (the “Board”) of VICI Properties Inc. (the “Company”) believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes accountability. The Board has therefore adopted this Incentive Compensation Clawback Policy (the “Policy”),
which will apply to all Incentive Compensation received during the Recoupment Period by a person (a) after beginning service as a Covered Executive, (b) who served as a Covered Executive at any time during the performance period for that Incentive Compensation, and (c) while the Company has a class of securities listed on the New York Stock Exchange (“NYSE”) or another national securities exchange or a national securities association. Accordingly, this Policy may apply to a person that is no longer a Covered Executive at the time of recovery.
This Policy shall apply to any Incentive Compensation received on or after October 2, 2023. Incentive Compensation is deemed “received” for purposes of this Policy in the fiscal period during which the measure specified in the Incentive Compensation award is attained, even if the payment
or issuance of such Incentive Compensation occurs after the end of that period. For example, if the performance target for an award is based on total stockholder return for the three-year period ended December 31, 2023, the award will be deemed to have been received in 2023 even if paid in 2024.
Capitalized terms used in this Policy, but not otherwise defined herein, shall have the meanings ascribed thereto in Annex A.
II.Administration
This Policy is intended to comply with the listing requirements of the NYSE and related U.S. Securities and Exchange Commission (“SEC”) rules and shall be interpreted in a manner consistent with those requirements. Unless otherwise directed by
the Board, this Policy shall be administered by the Compensation Committee, which shall be responsible for interpreting the Policy, enforcing the Policy and for making all determinations necessary, appropriate or advisable for the administration of the Policy. The Compensation Committee's determinations under this Policy shall be final and binding on all persons and shall be given the maximum deference permitted by law.
The Compensation Committee may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary, including as and when it determines that it is legally required by any federal securities laws, SEC rules or the rules of any national securities exchange on which the Company’s securities are listed. The Compensation Committee may terminate this Policy at any time.
III.Mandatory Recovery of Incentive Compensation
Subject
to the exceptions set forth below, following an Accounting Restatement, the Company shall recover reasonably promptly the Erroneously Awarded Compensation received by a Covered Executive during the Recoupment Period.
For Incentive Compensation based on the Company’s stock price or total shareholder return where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement, the Compensation Committee shall determine the amount of Erroneously Awarded Compensation based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive
Compensation was received, and shall maintain documentation
of such determination and provide such documentation to the NYSE.
To the extent that a Covered Executive fails to repay all Erroneously Awarded Compensation to the Company when due, the Company shall take all actions reasonable and appropriate to recover such Erroneously Awarded Compensation from the applicable Covered Executive.
IV.Exceptions to Mandatory Recovery of Incentive Compensation
The Company shall not be required to recover Erroneously Awarded Compensation pursuant to this Policy if (i) the Compensation Committee determines that such recovery would be impracticable and (ii) one of the following conditions is met:
(i) After the Company has made a reasonable and documented attempt to recover the Erroneously Awarded Compensation, the Compensation Committee determines
that the direct expenses that would be paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered, and the Company has provided such documentation to the NYSE;
(ii) Based on an opinion of home country counsel acceptable to the NYSE, the Compensation Committee determines that recovery would violate a home country law adopted prior to November 28, 2022 and a copy of such opinion is provided to the NYSE; and
(iii) The Compensation Committee determines that recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
V.No Indemnification or Advancement
of Legal Fees
Notwithstanding any provision of the Company’s Charter, Bylaws, and any other agreement or document to the contrary, the Company shall not indemnify any Covered Executive against, provide advancement of expenses for or pay the premiums for any insurance policy, to cover (i) the loss of any Erroneously Awarded Compensation pursuant to this Policy, or (ii) any claims relating to the Company’s enforcement of its rights under this Policy.
VI.Other Recovery Rights
The Compensation Committee intends that this Policy will be applied to the fullest extent of the law. The Compensation Committee may require that any employment agreement, equity award agreement or similar agreement entered into on or after the date hereof shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to
agree to abide by the terms of this Policy. Any right of recovery under this Policy is in addition to, and not in lieu of, any other remedies or rights of recovery that may be available to the Company pursuant to applicable law, rule or regulation, the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company.
2
Annex A – Defined Terms
“Accounting Restatement” means the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities
laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in a current period or left uncorrected in a current period.
“Compensation Committee” means the Compensation Committee of the Board.
“Covered Executive” means the Company’s chief executive officer, president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who
performs similar policymaking functions for the Company and any other employee who may from time to time be deemed to be subject to this Policy by the Board.
“Erroneously Awarded Compensation” means the amount of Incentive Compensation received during the Recoupment Period by a Covered Executive that exceeds the Incentive Compensation that would have been received by such Covered Executive taking into account the Accounting Restatement (calculated on a pre-tax basis).
“Exchange Act” means the Securities and Exchange Act of 1934, as amended.
“Financial Reporting Measure” means (i) measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial
statements (including funds from operations, adjusted funds from operations, revenues, net income, Adjusted EBITDA), and any measures that are derived wholly or in part from such measures and/or (ii) the Company’s stock price or total shareholder return.
“Incentive Compensation” means any compensation (including cash and equity compensation) from the Company that is granted, earned, or vested based in whole or in part on the achievement of a Financial Reporting Measure by the Company, including, but not limited to, any bonus, incentive arrangement or equity award, but excluding salary.
“Recoupment Period” means the three completed fiscal years of the Company immediately preceding the Trigger Date and any transition period (that results from a change in the Company’s fiscal year) of less than
nine months within or immediately following those three completed fiscal years.
“Trigger Date” means the earlier to occur of: (i) the date the Board or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement; or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare an Accounting Restatement.
3
Dates Referenced Herein and Documents Incorporated by Reference
