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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 6, 2026

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 2026 Annual Meeting of Stockholders on May 6, 2026. 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 II Directors:

 

 

 

 

 

 

 

 

 

 

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

 

 

 

 

 

 

 

 

 

Celine Boyer-Chammard

 

43,027,361

 

558,179

 

52,227

 

7,366,592

Mary Jackson

 

36,771,308

 

6,814,255

 

52,204

 

7,366,592

Alan H. Rappaport

 

40,815,894

 

2,741,003

 

80,870

 

7,366,592

 

 

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, 2026:

 

 

 

 

 

 

 

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

 

 

 

 

 

 

 

50,931,890

 

40,008

 

32,461

 

-

 

 

 

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

 

 

 

 

 

 

 

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

 

 

 

 

 

 

 

41,541,250

 

2,022,347

 

74,170

 

7,366,592

 

 

 

 

 

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 12, 2026   By: /s/ MICHAEL D. POLICARPO
      Name: Michael D. Policarpo
      Title: President, Chief Financial Officer and Chief Administrative Officer