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ABOUT THE MEETING: QUESTIONS & ANSWERS
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WHO CAN ATTEND THE ANNUAL MEETING?
All holders of our common stock at the close of business on March 2, 2020, the record date for the Annual Meeting, or their duly appointed proxies, are authorized to
attend the Annual Meeting. Admission to the meeting will be on a first-come, first-served basis. If you attend the meeting, you may be asked to present valid photo identification, such as a drivers license or passport, before being admitted.
Cameras, recording devices and other electronic devices will not be permitted at the meeting.
Please also note that if you are the beneficial owner of shares of
common stock held in street name (that is, through a bank, broker or other nominee), you will need to bring a copy of the brokerage statement reflecting your share ownership as of March 2, 2020 in order to attend the Annual Meeting.
WHAT WILL CONSTITUTE A QUORUM AT THE ANNUAL MEETING?
The presence in
person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast on any matter at the Annual Meeting as of March 2, 2020 will constitute a quorum, permitting the stockholders to conduct business at the Annual
Meeting. As of the March 2, 2020 record date, there were 468,622,067 shares of common stock outstanding. If you have returned valid proxy instructions or if you hold your shares of common stock in your own name as a holder of record and attend
the Annual Meeting in person, your shares will be counted for the purpose of determining whether there is a quorum. We will include abstentions and broker non-votes in the calculation of the number
of shares of common stock considered to be present at the meeting for purposes of determining the presence of a quorum at the meeting. If a quorum is not present, the Annual Meeting may be adjourned from time to time to a date not more than 120 days
after March 2, 2020, by the vote of a majority of the shares of common stock represented at the Annual Meeting in person or by proxy until a quorum has been obtained.
HOW DO I VOTE?
Voting in Person at the Annual Meeting. If you are
a stockholder of record and attend the Annual Meeting, you may vote in person at the meeting. If you are the beneficial owner of shares of common stock held in street name (that is, through a bank, broker or other nominee), and you wish
to vote in person at the Annual Meeting, you will need to bring a copy of the brokerage statement reflecting your share ownership as of March 2, 2020 and obtain a legal proxy from the bank, broker or other nominee that holds your
common shares of record.
Voting by Proxy for Shares Registered Directly in the Name of the Stockholder. If you are a stockholder of record, you may
instruct the proxy holders named in the Proxy Card how to vote your shares of common stock in one of the following ways:
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Vote by Internet. In order to vote on the Internet, you must go to www.proxyvote.com, have your Notice
of Availability, Proxy Card or voting instruction form in hand and follow the instructions. If you vote via the Internet, you do not need to return your Proxy Card.
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Vote by Phone. In order to vote by telephone, you must call the toll-free number listed on your Notice
of Availability and/or Proxy Card, have your Notice of Availability, Proxy Card or voting instruction form in hand and follow the instructions. If you vote by telephone, you do not need to return your Proxy Card.
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Vote by Mail. To vote by mail, if you have not already received one, you may request a Proxy Card from
us as instructed in the Notice of Availability and sign, date and mail the Proxy Card in the postage-paid envelope provided. Properly signed and returned proxies will be voted in accordance with the instructions contained therein.
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Voting by Proxy for Shares Held in Street Name. If you are the beneficial owner of shares of common stock held in street
name (that is, through a bank, broker or other nominee), then you should follow the instructions provided to you by your broker, bank or other nominee.
WHAT
ARE BROKER NON-VOTES?
Broker non-votes occur when nominees, such as banks and
brokers holding shares in street name on behalf of beneficial owners, do not receive voting instructions from the beneficial owners at least ten days before the Annual Meeting. If that happens, the nominees may vote those shares of
common stock only on matters deemed routine by the New York Stock Exchange (the NYSE), the exchange on which our common stock is listed. On non-routine matters, nominees holding shares
for a beneficial owner cannot vote without instructions from the beneficial owner, resulting in a so-called broker non-vote.
Proposal 2 (Ratification of Appointment of Deloitte & Touche LLP (Deloitte)) is the only proposal that is considered routine under the
NYSE rules. Accordingly, no broker non-votes will arise in the context of voting for the ratification of the appointment of Deloitte as our independent registered public accounting firm for our year ending
December 31, 2020, and the broker is permitted to vote your shares on such ratification even if the broker does not receive voting instructions from you.
However, broker non-votes may arise in the context of Proposals 1, 3 and 4 (Election of Directors, Advisory Vote on Executive
Compensation and Amendment of our Bylaws, respectively) because such proposals are considered non-routine matters under the NYSE rules. Consequently, if you do not give your broker specific voting
instructions, your broker will not be able to vote on any of these proposals on your behalf.
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8
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VICI PROPERTIES INC. 2020 PROXY
STATEMENT
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