{"schema_version":"secwatch.filing_event.v1","accession":"0001705696-22-000137","form_type":"8-K","ticker":"VICI","cik":"0001705696","company_name":"VICI PROPERTIES INC.","filed_at":"2022-12-20T23:59:59+00:00","discovered_at":"2026-05-14T18:03:51.774834+00:00","generated_at":"2026-06-21T01:49:20.276000+00:00","sec_items":["5.03","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.2,"calibrated_materiality_score":0.2,"confidence":"high","headline":"VICI Properties adopts proxy access and universal proxy bylaw amendments","bullets":["Amended bylaws effective Dec 19, 2022; adds proxy access for stockholders with 3%+ ownership for 3+ years.","Up to 20 stockholders may nominate up to 2 or 20% of directors up for election.","Proxy access nomination deadline: 120-150 days before anniversary of prior year's proxy statement.","Bylaws updated to comply with SEC's universal proxy rules (Rule 14a-19) for director elections.","Additional procedural and disclosure requirements for stockholder nominations added."],"urls":{"canonical":"https://secwatch.observer/filing/0001705696-22-000137","json":"https://secwatch.observer/filing/0001705696-22-000137.json","markdown":"https://secwatch.observer/filing/0001705696-22-000137.md","text":"https://secwatch.observer/filing/0001705696-22-000137.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1705696/000170569622000137/0001705696-22-000137-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1705696/000170569622000137/vici-20221219.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-21T01:49:20.276000+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"8009ebfc73861b7a901b58c0b96669fe67d9a3e7","claim":"VICI PROPERTIES INC.: Amended and restated bylaws to implement a proxy access framework and update universal proxy rules, with technical and conforming changes (effective 2022-12-19).","evidence_excerpt":"On December 19, 2022, upon the recommendation of the Nominating and Governance Committee of the Board of Directors (the “Board”) of VICI Properties Inc. (the “Company”), the Board amended and restated the Company’s Amended and Restated Bylaws (as so amended and restated, the “Amended and Restated Bylaws”), effective as of such date, to, among other things, implement a proxy access framework. Implementation of Proxy Access Section 14 of Article II of the Amended and Restated Bylaws has been added to permit a stockholder, or a group of up to 20 stockholders, to nominate and include director candidates constituting up to the greater of two or 20% of the number of directors up for election at any annual meeting of stockholders, provided that (i) such stockholder or stockholder group, as applicable, owns 3% or more of the Company’s outstanding common stock continuously for at least three years, and (ii) such stockholder or stockholder group, as applicable, and the nominee(s) satisfy certain","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1705696/000170569622000137/0001705696-22-000137-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2022-12-19"}],"fact_type":"governance_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}