UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K/A

(Amendment No. 1)

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 29, 2018 (May 7, 2018)

 

 

VICI Properties Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Maryland   001-38372   81-4177147

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

430 Park Avenue, 8th Floor

New York, New York 10022

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (702) 820-3800

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))

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).

☐  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.  ☐

 

 

 


EXPLANATORY NOTE

This Amendment No. 1 to Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by VICI Properties Inc. (the “Company”) on May 7, 2018 (the “Original Report”). Except as described below, this Amendment does not purport to amend the information in the Original Report or provide an update or a discussion of any developments at the Company subsequent to the filing date of the Original Report.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective May 25, 2018, Diana F. Cantor’s prior appointment to the Company’s Board of Directors (the “Board”) as an independent director, and to serve on the Audit & Finance Committee of the Board and the Nominating and Governance Committee of the Board has become effective, following receipt of customary regulatory approvals. In connection with Ms. Cantor’s appointment to the Board, the Company increased the size of the Board from seven directors to eight directors, seven of whom are independent. For her services on the Board, Ms. Cantor will be compensated in accordance with the Company’s standard compensation policies and practices for the non-employee directors of the Board. In addition, the Company has entered into its standard form indemnification agreement with Ms. Cantor. There are no related-party transactions between the Company and Ms. Cantor that would require disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Ms. Cantor and any other persons pursuant to which she was selected as director of the Company.

.


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.

 

    VICI PROPERTIES INC.
Date: May 29, 2018     By:  

/s/ DAVID A. KIEKSE

      David A. Kieske
      Chief Financial Officer