Victory Capital Holdings, Inc. 8-K

What Happened
Victory Capital Holdings, Inc. filed an 8-K (Item 5.07) on May 12, 2026 reporting the results of its Annual Meeting of Stockholders held May 6, 2026. Shareholder proxies cast votes to elect Class II directors, ratify the Audit Committee’s selection of Deloitte & Touche LLP as the company’s independent auditor for fiscal 2026, and approve a non‑binding advisory vote on executive compensation.

Key Details

• Director elections (Class II) — vote totals:
  • Celine Boyer‑Chammard: For 43,027,361; Against 558,179; Abstain 52,227; Broker non‑votes 7,366,592.
  • Mary Jackson: For 36,771,308; Against 6,814,255; Abstain 52,204; Broker non‑votes 7,366,592.
  • Alan H. Rappaport: For 40,815,894; Against 2,741,003; Abstain 80,870; Broker non‑votes 7,366,592.
• Auditor ratification: Deloitte & Touche LLP ratified as independent registered public accounting firm for the fiscal year ending Dec 31, 2026 — For 50,931,890; Against 40,008; Abstain 32,461.
• Say‑on‑pay (non‑binding advisory vote): For 41,541,250; Against 2,022,347; Abstain 74,170; Broker non‑votes 7,366,592.
• Report filed and signed May 12, 2026 by Michael D. Policarpo, President, CFO and Chief Administrative Officer.

Why It Matters
These vote results confirm management’s governance slate and auditor choice for 2026. Ratifying Deloitte means continuity in the company’s external audit provider; the affirmative say‑on‑pay vote signals majority shareholder support for the company’s executive compensation approach (though advisory and non‑binding). The presence of substantial broker non‑votes on certain proposals indicates a portion of shares (7,366,592) were held by brokers who did not cast votes on those matters, which can affect the total voting mix on non‑routine items.