Virtu Financial (VIRT) investors approve directors, pay and PwC auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Virtu Financial, Inc. reported the results of its 2026 annual meeting of stockholders held on June 10, 2026. Stockholders elected three Class II directors—Aaron Simons, Joseph J. Grano, Jr., and Joanne M. Minieri—for three-year terms expiring at the 2029 annual meeting.

Stockholders also approved, on an advisory basis, the compensation of the company’s named executive officers. In addition, they ratified the appointment of PricewaterhouseCoopers LLP as Virtu’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

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 Aaron Simons: 671,181,435 votes Votes for Joseph J. Grano, Jr.: 655,260,181 votes Votes for Joanne M. Minieri: 645,673,037 votes +4 more

7 metrics

Votes for Aaron Simons 671,181,435 votes Election as Class II director at 2026 annual meeting

Votes for Joseph J. Grano, Jr. 655,260,181 votes Election as Class II director at 2026 annual meeting

Votes for Joanne M. Minieri 645,673,037 votes Election as Class II director at 2026 annual meeting

Say-on-pay support 663,861,829 votes for Advisory approval of named executive officer compensation

Say-on-pay opposition 8,042,616 votes against Advisory approval of named executive officer compensation

Auditor ratification support 679,397,651 votes for Ratification of PricewaterhouseCoopers LLP for fiscal 2026

Auditor ratification against 659,952 votes against Ratification of PricewaterhouseCoopers LLP for fiscal 2026

Key Terms

Class II director, broker non-votes, named executive officers, independent registered public accounting firm, +1 more

5 terms

Class II director financial

"Each of the director nominees listed below was elected a Class II director of the Company"

A class II director is a member of a company’s board who belongs to one of several staggered groups of directors, each group standing for election in different years. For investors, this matters because staggered terms slow wholesale board turnover—like rotating members of a neighborhood committee—making sudden changes in control or strategy harder and affecting how quickly shareholders can influence corporate direction.

broker non-votes financial

"The votes for the election of directors are set forth below ... Broker Non-Votes"

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.

named executive officers financial

"The compensation of the Company’s named executive officers was approved, on an advisory basis."

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

independent registered public accounting firm financial

"The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory basis financial

"The compensation of the Company’s named executive officers was approved, on an advisory basis."

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Understanding 8-K Material Events →

06/10/2026 - 04:10 PM

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

Date of Report (date of earliest event reported): June 10, 2026

VIRTU FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation)

001-37352
(Commission File No.)

32-0420206
(IRS Employer
Identification No.)

1633 Broadway

New York, NY 10019

(Address of principal executive offices)

(212) 418-0100

(Registrant’s telephone number, including area code)

(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 (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))

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. ¨

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:		Trading Symbol(s)		Name of each exchange on which registered:
Class A common stock, par value $0.00001 per share		VIRT		New York Stock Exchange

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

On June 10, 2026, Virtu Financial, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “2026 Annual Meeting”). The following items were voted upon by stockholders at the 2026 Annual Meeting:

1. Each of the director nominees listed below was elected a Class II director of the Company to act in accordance with the amended and restated bylaws of the Company for a term of three years expiring at the annual meeting of stockholders to be held in 2029 and until such director's successor has been duly elected and qualified. The votes for the election of directors are set forth below:

Nominee	For	Withheld	Broker Non-Votes
Aaron Simons	671,181,435	776,474	8,140,313
Joseph J. Grano, Jr.	655,260,181	16,697,728	8,140,313
Joanne M. Minieri	645,673,037	26,284,872	8,140,313

2. The compensation of the Company’s named executive officers was approved, on an advisory basis. The advisory votes are set forth below:

For		Against		Abstain		Broker Non-Votes
663,861,829		8,042,616		53,464		8,140,313

3. The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified. The votes for the ratification of the appointment of PricewaterhouseCoopers LLP are set forth below:

For		Against		Abstain
679,397,651		659,952		40,619

SIGNATURES

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.

VIRTU FINANCIAL, INC.

By:	/s/ JUSTIN WALDIE
	Name:	Justin Waldie
	Title:	Senior Vice President, Secretary and General Counsel

Dated: June 10, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Virtu Financial (VIRT) stockholders vote on at the 2026 annual meeting?

Stockholders elected three Class II directors, approved named executive officer compensation on an advisory basis, and ratified PricewaterhouseCoopers LLP as independent auditor for the fiscal year ending December 31, 2026, covering the company’s key governance and oversight items.

Which directors were elected at Virtu Financial’s 2026 annual meeting?

Stockholders elected Aaron Simons, Joseph J. Grano, Jr., and Joanne M. Minieri as Class II directors. Each will serve a three-year term expiring at the 2029 annual meeting, continuing oversight of Virtu Financial’s strategy, risk management, and corporate governance practices.

How did Virtu Financial (VIRT) stockholders vote on executive compensation?

Stockholders approved the compensation of Virtu Financial’s named executive officers on an advisory basis. There were 663,861,829 votes for, 8,042,616 against, 53,464 abstentions, and 8,140,313 broker non-votes, indicating broad but not unanimous support for the company’s pay programs.

Which auditing firm did Virtu Financial stockholders ratify for fiscal 2026?

Stockholders ratified PricewaterhouseCoopers LLP as Virtu Financial’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 679,397,651 votes for, 659,952 against, and 40,619 abstentions, reinforcing continuity in the company’s external financial statement audit.

What are broker non-votes in the Virtu Financial (VIRT) 2026 meeting results?

Broker non-votes are shares held in street name where the broker did not receive voting instructions on non-routine items. Virtu’s 2026 meeting shows 8,140,313 broker non-votes on director elections and the advisory say-on-pay proposal, which are common in large, widely held companies.

How long will the newly elected Virtu Financial directors serve?

Each newly elected Class II director will serve a three-year term. Their terms expire at the 2029 annual meeting, and each director continues until a successor is duly elected and qualified, ensuring continuity in Virtu Financial’s board oversight over multiple planning cycles.

Filing Exhibits & Attachments

3 documents