Victory Capital Holdings, Inc. 2024-2025 Proxy Voting Records

Description as filed by funds: Election of Class I Directors: Karin Hirtler-Garvey

Victory Capital Holdings, Inc.’s own tally for this item (“Elect Director: Karin Hirtler-Garvey”): 37,257,984 for, 11,042,445 against, per its Form 8-K filed May 7, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 77% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 90 asset managers below reported 14,495,571 for, 5,946,123 against, 681 abstained.

Showing the 25 largest of 90 asset managers. See all 90 in the interactive database.

Description as filed by funds: Election of Class I Directors: Lawrence Davanzo

Victory Capital Holdings, Inc.’s own tally for this item (“Elect Director: Lawrence Davanzo”): 36,919,921 for, 11,352,419 against, per its Form 8-K filed May 7, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 76% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 90 asset managers below reported 14,487,589 for, 5,954,105 against, 681 abstained.

Showing the 25 largest of 90 asset managers. See all 90 in the interactive database.

Description as filed by funds: Election of Class I Directors: Robert V. Delaney, Jr.

Victory Capital Holdings, Inc.’s own tally for this item (“Elect Director: Robert V. Delaney, Jr.”): 39,250,530 for, 9,021,192 against, per its Form 8-K filed May 7, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 81% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 90 asset managers below reported 16,362,187 for, 4,079,507 against, 681 abstained.

Showing the 25 largest of 90 asset managers. See all 90 in the interactive database.

Description as filed by funds: To amend Victory Capital's Second Amended and Restated Certificate of Incorporation to expand its existing corporate opportunities waiver provision to permit Amundi and its affiliates to benefit from such provision (the "corporate opportunities proposal").

Victory Capital Holdings, Inc.’s own tally for this item (“3. To amend the Company's Second Amended and Restated Certificate of Incorporation to expand its existing corporate opportunities waiver provision to permit Amundi and its affiliates to benefit from such provision”): 35,780,423 for, 23,940,449 against, per its Form 8-K filed October 15, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 60% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 84 asset managers below reported 3,690,863 for, 15,697,897 against.

Showing the 25 largest of 84 asset managers. See all 84 in the interactive database.

Description as filed by funds: To amend Victory Capital's Second Amended and Restated Certificate of Incorporation to increase its authorized number of shares of preferred stock, par value $0.01 per share, to 100,000,000 (the "authorized preferred share increase proposal").

Victory Capital Holdings, Inc.’s own tally for this item (“2. To amend the Company's Second Amended and Restated Certificate of Incorporation to increase its authorized number of shares of Victory Preferred Stock, par value $0.01 per share, to 100,000,000”): 39,893,306 for, 19,837,212 against, per its Form 8-K filed October 15, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 67% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 84 asset managers below reported 6,980,285 for, 12,408,475 against.

Showing the 25 largest of 84 asset managers. See all 84 in the interactive database.

Description as filed by funds: To approve the adjournment of the special meeting, whether or not a quorum is present, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the share issuance proposal, the authorized preferred share increase proposal or the corporate opportunities proposal (the "adjournment proposal").

Victory Capital Holdings, Inc.’s own tally for this item (“4. To approve the adjournment of the Special Meeting, whether or not a quorum is present, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the share issuance proposa”): 52,490,116 for, 7,196,600 against, per its Form 8-K filed October 15, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 88% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 81 asset managers below reported 15,425,352 for, 3,802,549 against, 51,740 abstained.

Showing the 25 largest of 81 asset managers. See all 81 in the interactive database.

Description as filed by funds: To approve the issuance to Amundi Asset Management S.A.S. ("Amundi") of (a) a number of newly issued shares of Victory Capital's common stock, par value $0.01 per share ("Victory common stock"), representing 4.9% of the number of issued and outstanding shares of Victory common stock, after giving effect to that issuance, and (b) a number of newly issued shares of a new series of non-voting convertible preferred stock, par value $0.01 per share, of Victory Capital, which will be designated as Series A Non-Voting Convertible Preferred Stock and which, together with the shares of Victory common stock issued to Amundi, will in the aggregate represent 26.1% of Victory Capital's fully diluted shares after giving effect to such issuances, in each case, pursuant to the terms and subject to the conditions of the Contribution Agreement (the "Contribution Agreement") by and among Victory Capital, Amundi, and solely for certain purposes set forth therein, Amundi S.A. and subject to certain adjustments as contemplated in the Contribution Agreement (the "share issuance proposal").

The 46 asset managers below reported 13,090,196 for, 51,740 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 46 asset managers. See all 46 in the interactive database.

Description as filed by funds: To approve the issuance to Amundi Asset Management S.A.S. ("Amundi") of (a) a number of newly issued shares of Victory Capital's common stock, par value $0.01 per share ("Victory common stock"), representing 4.9% of the number of issued and outstanding shares of Victory common stock, after giving effect to that issuance, and (b) a number of newly issued shares of a new series of non-voting convertible preferred stock, par value $0.01 per share, of Victory Capital, which will be designated ...(due to space limits, see proxy material for full proposal).

The 24 asset managers below reported 3,249,221 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Description as filed by funds: A non-binding advisory vote to approve the compensation of our named executive officers.

Victory Capital Holdings, Inc.’s own tally for this item (“3. A non-binding advisory vote to approve the compensation of our named executive officers”): 46,512,344 for, 1,777,502 against, per its Form 8-K filed May 7, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 88 managers: 20,032,323 for, 404,393 against, 681 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 217 managers: 27,548,806 for, 1,137,119 against, 277,068 abstained, 2,972 not voted. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

Victory Capital Holdings, Inc.’s own tally for this item (“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”): 56,173,576 for, 80,684 against, per its Form 8-K filed May 7, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 89 asset managers below reported 20,440,894 for, 681 abstained.

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.