Shareholders back directors and pay at Victory Capital (NASDAQ: VCTR)

Rhea-AI Filing Summary

Victory Capital Holdings, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on May 6, 2026. Shareholders elected three Class II directors: Celine Boyer-Chammard received 43,027,361 votes for, Mary Jackson received 36,771,308 votes for, and Alan H. Rappaport received 40,815,894 votes for, with additional against, abstain, and broker non-vote tallies for each.

Stockholders also approved the Audit Committee’s selection of Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026, with 50,931,890 votes for. In a non-binding advisory vote, shareholders approved the compensation of the company’s named executive officers, with 41,541,250 votes for, alongside recorded against, abstain, and broker non-votes.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for Celine Boyer-Chammard: 43,027,361 votes for Votes for Mary Jackson: 36,771,308 votes for Votes for Alan H. Rappaport: 40,815,894 votes for +3 more

6 metrics

Votes for Celine Boyer-Chammard 43,027,361 votes for Election as Class II Director at 2026 annual meeting

Votes for Mary Jackson 36,771,308 votes for Election as Class II Director at 2026 annual meeting

Votes for Alan H. Rappaport 40,815,894 votes for Election as Class II Director at 2026 annual meeting

Auditor ratification votes for 50,931,890 votes for Ratification of Deloitte & Touche LLP for fiscal year 2026

Say-on-pay votes for 41,541,250 votes for Non-binding advisory vote on named executive officer compensation

Broker non-votes on say-on-pay 7,366,592 broker non-votes Non-binding advisory vote on executive compensation

Key Terms

broker non-votes, non-binding advisory vote, independent registered public account firm, Annual Meeting of Stockholders, +1 more

5 terms

broker non-votes financial

"BROKER NON-VOTES 41,541,250 | | 2,022,347 | | 74,170 | | 7,366,592"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding advisory vote financial

"A non-binding advisory vote to approve the compensation of our named executive officers"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

independent registered public account firm financial

"selection of Deloitte & Touche LLP as the Company’s independent registered public account firm for the fiscal year ending December 31, 2026"

Annual Meeting of Stockholders financial

"Victory Capital Holdings, Inc. held its 2026 Annual Meeting of Stockholders on May 6, 2026."

Audit Committee financial

"To approve the ratification of the Audit Committee's selection of Deloitte & Touche LLP"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Understanding 8-K Material Events →

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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

FAQ

What did Victory Capital (VCTR) shareholders vote on at the 2026 annual meeting?

Shareholders voted on three items: electing three Class II directors, ratifying Deloitte & Touche LLP as independent auditor for 2026, and a non-binding advisory vote approving compensation of named executive officers. All three proposals received sufficient support based on reported vote totals.

Were Victory Capital’s Class II directors re-elected at the 2026 shareholder meeting?

Yes. Shareholders approved three Class II directors. Celine Boyer-Chammard received 43,027,361 votes for, Mary Jackson received 36,771,308 votes for, and Alan H. Rappaport received 40,815,894 votes for, with additional against, abstain, and broker non-vote tallies reported for each director.

Did Victory Capital (VCTR) shareholders ratify Deloitte & Touche LLP as auditor for 2026?

Yes. Shareholders ratified the Audit Committee’s selection of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 50,931,890 votes for, 40,008 votes against, and 32,461 votes abstaining, and no broker non-votes reported.

How did Victory Capital shareholders vote on executive compensation in 2026?

In a non-binding advisory vote, shareholders approved the compensation of Victory Capital’s named executive officers. There were 41,541,250 votes for, 2,022,347 votes against, 74,170 abstentions, and 7,366,592 broker non-votes recorded for this say-on-pay proposal at the 2026 meeting.

When and where was Victory Capital’s 2026 annual shareholder meeting held?

The 2026 Annual Meeting of Stockholders for Victory Capital Holdings, Inc. was held on May 6, 2026. The company’s principal executive offices are located at 15935 La Cantera Parkway, San Antonio, Texas 78256, as referenced in the meeting-related disclosure content.

Who signed the Victory Capital filing reporting the 2026 shareholder vote results?

The report of the 2026 Annual Meeting vote results was signed on behalf of Victory Capital Holdings, Inc. by Michael D. Policarpo, who is identified in the document as President, Chief Financial Officer and Chief Administrative Officer of the company as of the signature date provided.

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