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    Victory Capital Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    5/7/25 4:35:52 PM ET
    $VCTR
    Investment Managers
    Finance
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    8-K
    0001570827false00015708272025-05-072025-05-07

     

     

    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

    May 7, 2025

    Date of Report (date of earliest event reported)

     

     

    Victory Capital Holdings, Inc.

    (Exact name of registrant as specified in its charter)

     

     

     

     

     

    Delaware

    001-38388

    32-0402956

    (State or other jurisdiction

    (Commission

    (IRS Employer

    of incorporation)

    File Number)

    Identification No.)

     

     

     

     

     

     

    15935 La Cantera Parkway; San Antonio, TX

     

    78256

    (Address of principal executive offices)

     

    (Zip Code)

     

    (216) 898-2400

    (Registrant’s telephone number, including area code)

    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 registrants under any of the following provisions (see General Instruction A.2. below):

    ☐ 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(s)

    Name of each exchange on which registered

    Common Stock, Par Value $0.01

    VCTR

    NASDAQ

    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. ☐

     

     


     

    Item 5.07 Submission of Matters to a Vote of Security Holders.

    Victory Capital Holdings, Inc. held its 2025 Annual Meeting of Stockholders on May 7, 2025. The undersigned, duly appointed proxies by Shareholders of Victory Capital Holdings, Inc., hereby cast all votes as designated and in the manner instructed on the items properly brought before the meeting, as set forth below.

    1)
    To approve the election of the following Class I Directors:

     

     

     

     

     

     

     

     

     

     

    FOR

    AGAINST

    ABSTAIN

    BROKER NON-VOTES

     

     

     

     

     

     

     

     

     

    Lawrence Davanzo

     

    36,919,921

     

    11,352,419

     

    60,725

     

    7,933,565

    Robert V. Delaney, Jr.

     

    39,250,530

     

    9,021,192

     

    61,343

     

    7,933,565

    Karin Hirtler-Garvey

     

    37,257,984

     

    11,042,445

     

    32,636

     

    7,933,565

     

     

    2)
    To approve the ratification of the Audit Committee's selection of Deloitte & Touche LLP as the Company’s independent registered public account firm for the fiscal year ending December 31, 2025:

     

     

     

     

     

     

     

    FOR

    AGAINST

    ABSTAIN

    BROKER NON-VOTES

     

     

     

     

     

     

     

    56,173,576

     

    80,684

     

    12,370

     

    -

     

     

     

    3)
    A non-binding advisory vote to approve the compensation of our named executive officers:

     

     

     

     

     

     

     

    FOR

    AGAINST

    ABSTAIN

    BROKER NON-VOTES

     

     

     

     

     

     

     

    46,512,344

     

    1,777,502

     

    43,219

     

    7,933,565

     

     

     

     


     

    SIGNATURE(S)

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

     

     

     

     

     

    VICTORY CAPITAL HOLDINGS, INC.

     

     

     

     

     

     

    Date: May 7, 2025

     

    By:

    /s/ MICHAEL D. POLICARPO

     

     

     

    Name: Michael D. Policarpo

     

     

     

    Title: President, Chief Financial Officer and Chief Administrative Officer

     

     


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