UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________________________________________

FORM 8-K

__________________________________________________

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 2930, 2025

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VICI Properties Inc.

VICI Properties L.P.

(Exact Name of Registrant as Specified in its Charter)

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Maryland (VICI Properties Inc.)	001-38372	81-4177147
Delaware (VICI Properties L.P.)	333-264352-01	35-2576503
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

535 Madison Avenue, 28th 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)

__________________________________________________

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:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, $0.01 par value

VICI

New York Stock Exchange

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).


VICI Properties Inc.	☐	Emerging growth company
VICI Properties L.P.	☐	Emerging growth company

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.


VICI Properties Inc.			☐
VICI Properties L.P.			☐

Item 52.0702. ~~Submission~~Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

On April 29 30, 2025, VICI Properties Inc. (the “Company”) ~~held~~issued ~~its~~a ~~2025~~press ~~Annual~~release ~~Meeting~~announcing ofits ~~Stockholders~~consolidated (financial results for the ~~“Annual~~three ~~Meeting”).~~months ~~The~~ended ~~information~~March ~~below~~31, is2025, aand ~~summary~~made ofavailable ~~the~~supplemental ~~final~~financial ~~voting~~and ~~results~~operating oninformation concerning the ~~three~~Company ~~proposals~~as ~~considered~~of ~~and~~March 31, ~~voted~~2025. ~~upon~~A atcopy of the ~~Annual~~press ~~Meeting.~~release ~~The~~and ~~proposals~~a ~~are~~copy ~~described~~of inthis ~~detail~~supplemental ininformation ~~the~~are ~~Company’s~~furnished ~~definitive~~herewith ~~proxy~~as ~~statement~~Exhibit ~~for~~99.1 ~~the~~and ~~Annual~~Exhibit ~~Meeting~~99.2, ~~which~~respectively, ~~was~~to ~~filed~~this ~~with~~Current ~~the~~Report ~~U.S.~~on ~~Securities~~ Form 8-K and ~~Exchange~~are ~~Commission~~incorporated onherein ~~March~~by ~~17, 2025~~reference.

~~Proposal~~Item 1:7.01. ~~Election~~Regulation ofFD ~~Directors~~Disclosure.

The ~~following~~disclosure ~~persons~~contained ~~were~~in ~~duly~~Item ~~elected as directors of the Company to serve until the 2026 Annual Meeting of Stockholders of the Company or until their respective successors are duly elected and qualified: James R~~2.02 ~~Abrahamson,~~is ~~Diana~~incorporated F.herein ~~Cantor,~~by ~~Monica H~~reference. ~~Douglas, Elizabeth I. Holland, Craig Macnab, Edward B. Pitoniak and Michael D. Rumbolz. The table below sets forth the voting results for each director nominee:~~

Nominee	Votes For	Votes Against	Abstentions	Broker Non-Votes
James R. Abrahamson	940,192,694	1,554,592	299,158	41,091,202
Diana F. Cantor	938,391,102	2,753,595	901,747	41,091,202
Monica H. Douglas	937,900,637	3,246,980	898,827	41,091,202
Elizabeth I. Holland	929,196,573	12,573,253	276,618	41,091,202
Craig Macnab	929,274,143	12,472,214	300,087	41,091,202
Edward B. Pitoniak	941,336,494	403,536	306,414	41,091,202
Michael D. Rumbolz	940,025,908	1,716,095	304,441	41,091,202

The information included in Item 2.02 and Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The furnishing of the information included in Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.

~~Proposal~~Item 2:9.01. ~~Ratification~~Financial ofStatements ~~Independent~~and ~~Registered Public Accounting Firm~~ Exhibits.

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, 2025. The table below sets forth the voting results for this proposal:(d) Exhibits

Votes For	Votes Against	Abstentions	Broker Non-Votes
ExhibitNo.	Description
978,838,090	3,651,633	647,923	—
99.1	Press Release, dated April 30, 2025
99.2	Supplemental Financial & Operating Data, First Quarter Ended March 31, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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:

Votes For						Votes Against						Abstentions						Broker Non-Votes
900,381,991						40,546,212						1,118,241						41,091,202

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~the~~each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VICI PROPERTIES INC.
Date: April 29, 2025	By:	/s/ SAMANTHA S. GALLAGHER
Date: April 30, 2025	By:	/s/ SAMANTHA S. GALLAGHER
		Samantha S. Gallagher
		Executive Vice President, General Counsel and Secretary
	VICI PROPERTIES L.P.
Date: April 29, 2025	By:	/s/ SAMANTHA S. GALLAGHER
Date: April 30, 2025	By:	/s/ SAMANTHA S. GALLAGHER
		Samantha S. Gallagher
		Secretary

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