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

Compiled from SEC Form N-PX filings and Victory Capital Holdings, Inc.’s Form 8-K, filed 2025-05-07 (Item 5.07 on EDGAR). Page generated 02 October 2026.

15Reported items
288Asset managers
2,589Fund votes
2025-05-07Main meeting date

Proxy season: 2023-2024 2024-2025 2025-2026

Explore Victory Capital Holdings, Inc. in the interactive database Compare manager voting policies

Official 2024-2025 meeting results reported by Victory Capital Holdings, Inc.

These tallies are Victory Capital Holdings, Inc.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed 2025-05-07 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX. Victory Capital Holdings, Inc. reported 2 meetings in this season; each is tabulated separately below, with its own filing.

Victory Capital Holdings, Inc. — official shareholder meeting results, meeting held 2025-05-07 (Form 8-K, filed 2025-05-07)
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: Lawrence Davanzo	36,919,921	11,352,419	60,725	--	7,933,565	Majority: yes
Elect Director: Robert V. Delaney, Jr.	39,250,530	9,021,192	61,343	--	7,933,565	Majority: yes
Elect Director: Karin Hirtler-Garvey	37,257,984	11,042,445	32,636	--	7,933,565	Majority: yes
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	80,684	12,370	--	--	Majority: yes
3) A non-binding advisory vote to approve the compensation of our named executive officers:	46,512,344	1,777,502	43,219	--	7,933,565	Majority: yes

Source: Victory Capital Holdings, Inc., Form 8-K, filed with the SEC on 2025-05-07 — read the filing on EDGAR.

Victory Capital Holdings, Inc. — official shareholder meeting results, meeting held 2024-10-11 (Form 8-K, filed 2024-10-15)
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
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	19,837,212	32,074	--	--	Majority: yes

Source: Victory Capital Holdings, Inc., Form 8-K, filed with the SEC on 2024-10-15 — read the filing on EDGAR.

How asset managers voted at the Victory Capital Holdings, Inc. 2024-2025 meetings

Each item below shows how the 288 asset managers that disclosed a Victory Capital Holdings, Inc. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of Victory Capital Holdings, Inc.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

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

COMPENSATIONMajority of the votes cast: yes

Meeting held 2025-05-07.

Combines 11 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 46,512,344AGAINST: 1,777,502

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 2025-05-07 (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. Of all 63,925,017 outstanding shares: 73% for, 3% against (76% of the company cast a for/against vote).

The 281 asset managers below cast 97% of the shares they voted on this item FOR. Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

FOR 96%

FOR: 96.3%AGAINST: 3.1%ABSTAIN: 0.6%NOT VOTED: 0.0%

Largest asset managers voting on “A non-binding advisory vote to approve the compensation of our named executive officers.” at Victory Capital Holdings, Inc., 2024-2025
Asset manager	For	Against	Vote
Crestview Partners II GP, L.P.	7,591,983	0	For
Capital Group	6,513,114	0	For
Vanguard	3,971,367	0	For
BlackRock	3,211,393	0	For
FRANKLIN MUTUAL ADVISERS LLC	1,636,134	0	For
Fidelity	1,387,577	0	For
FRANKLIN VALUE INVESTORS TRUST	1,363,641	0	For
Dimensional	1,334,094	0	For
FULLER & THALER ASSET MANAGEMENT, INC.	1,267,994	0	For
Capitol Series Trust	1,215,699	0	For
State Street	1,146,836	0	For
GEODE CAPITAL MANAGEMENT, LLC	1,062,768	0	For
Charles Schwab	992,157	0	For
ETF Series Solutions	955,321	0	For
BAHL & GAYNOR INC	847,100	0	For
Granahan Investment Management, LLC	795,330	0	For
TimesSquare Capital Management, LLC	775,284	0	For
Van Berkom & Associates Inc.	656,395	0	For
IMPAX ASSET MANAGEMENT LLC	625,000	0	For
IMPAX FUNDS SERIES TRUST I	625,000	0	For
Swedbank Robur Fonder AB	0	600,000	Against
LSV ASSET MANAGEMENT	520,093	38,000	For
Federated Hermes	486,563	3,015	For
PUBLIC SECTOR PENSION INVESTMENT BOARD	442,403	0	For
Nuveen	403,811	0	For

Showing the 25 largest of 281 asset managers. See all 281 in the interactive database.

2. Election of Class I Directors: Karin Hirtler-Garvey

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-07.

Combines 4 wordings of this item as funds reported it.

77% Majority: yes · of votes cast

FOR 77%AGAINST 23%

FOR: 37,257,984AGAINST: 11,042,445

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 2025-05-07 (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. Of all 63,925,017 outstanding shares: 58% for, 17% against (76% of the company cast a for/against vote).

The 90 asset managers below cast 71% of the shares they voted on this item FOR (14,488,672 for, 5,945,141 against).

FOR 71%AGAINST 29%

FOR: 14,488,672 (70.9%)AGAINST: 5,945,141 (29.1%)ABSTAIN: 681 (0.0%)

Largest asset managers voting on “Election of Class I Directors: Karin Hirtler-Garvey” at Victory Capital Holdings, Inc., 2024-2025
Asset manager	For	Against	Vote
Vanguard	3,823,361	0	For
Capital Group	3,256,557	0	For
BlackRock	1,837,146	0	For
FRANKLIN VALUE INVESTORS TRUST	0	1,363,641	Against
Capitol Series Trust	0	1,215,699	Against
Fidelity	1,173,952	0	For
Dimensional	0	1,159,119	Against
ETF Series Solutions	955,321	0	For
IMPAX FUNDS SERIES TRUST I	625,000	0	For
Charles Schwab	495,952	0	For
TIAA	400,009	0	For
Franklin Templeton	0	357,173	Against
WisdomTree	0	309,317	Against
Cambria ETF Trust	296,341	0	For
Federated Hermes	240,793	0	For
Prudential/PGIM	10,100	200,871	Against
Royce	208,175	0	For
State Street	169,032	129	For
Equitable	119,129	42,058	For
ALPS ETF Trust	0	148,996	Against
World Funds Trust	130,792	0	For
SEI	119,327	0	For
AIG/SunAmerica	0	112,635	Against
Jackson National	0	110,170	Against
AMERICAN BEACON FUNDS	0	105,210	Against

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

3. Election of Class I Directors: Lawrence Davanzo

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-07.

Combines 4 wordings of this item as funds reported it.

76% Majority: yes · of votes cast

FOR 76%AGAINST 24%

FOR: 36,919,921AGAINST: 11,352,419

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 2025-05-07 (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. Of all 63,925,017 outstanding shares: 58% for, 18% against (76% of the company cast a for/against vote).

The 90 asset managers below cast 71% of the shares they voted on this item FOR (14,480,690 for, 5,953,123 against).

FOR 71%AGAINST 29%

FOR: 14,480,690 (70.9%)AGAINST: 5,953,123 (29.1%)ABSTAIN: 681 (0.0%)

Largest asset managers voting on “Election of Class I Directors: Lawrence Davanzo” at Victory Capital Holdings, Inc., 2024-2025
Asset manager	For	Against	Vote
Vanguard	3,823,361	0	For
Capital Group	3,256,557	0	For
BlackRock	1,837,146	0	For
FRANKLIN VALUE INVESTORS TRUST	0	1,363,641	Against
Capitol Series Trust	0	1,215,699	Against
Fidelity	1,173,952	0	For
Dimensional	0	1,159,119	Against
ETF Series Solutions	947,812	7,509	For
IMPAX FUNDS SERIES TRUST I	625,000	0	For
Charles Schwab	495,952	0	For
TIAA	400,009	0	For
Franklin Templeton	0	357,173	Against
WisdomTree	0	309,317	Against
Cambria ETF Trust	296,341	0	For
Federated Hermes	240,793	0	For
Prudential/PGIM	10,100	200,871	Against
Royce	208,175	0	For
State Street	169,032	129	For
Equitable	119,129	42,058	For
ALPS ETF Trust	0	148,996	Against
World Funds Trust	130,792	0	For
SEI	119,327	0	For
AIG/SunAmerica	0	112,635	Against
Jackson National	0	110,170	Against
AMERICAN BEACON FUNDS	0	105,210	Against

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

4. Election of Class I Directors: Robert V. Delaney, Jr.

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-07.

Combines 4 wordings of this item as funds reported it.

81% Majority: yes · of votes cast

FOR 81%AGAINST 19%

FOR: 39,250,530AGAINST: 9,021,192

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 2025-05-07 (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. Of all 63,925,017 outstanding shares: 61% for, 14% against (76% of the company cast a for/against vote).

The 90 asset managers below cast 80% of the shares they voted on this item FOR (16,355,288 for, 4,078,525 against).

FOR 80%AGAINST 20%

FOR: 16,355,288 (80.0%)AGAINST: 4,078,525 (20.0%)ABSTAIN: 681 (0.0%)

Largest asset managers voting on “Election of Class I Directors: Robert V. Delaney, Jr.” at Victory Capital Holdings, Inc., 2024-2025
Asset manager	For	Against	Vote
Vanguard	3,823,361	0	For
Capital Group	3,256,557	0	For
BlackRock	1,837,146	0	For
FRANKLIN VALUE INVESTORS TRUST	1,363,641	0	For
Capitol Series Trust	0	1,215,699	Against
Fidelity	1,173,952	0	For
Dimensional	0	1,159,119	Against
ETF Series Solutions	955,321	0	For
IMPAX FUNDS SERIES TRUST I	625,000	0	For
Charles Schwab	495,952	0	For
TIAA	400,009	0	For
Franklin Templeton	355,061	2,112	For
WisdomTree	0	309,317	Against
Cambria ETF Trust	296,341	0	For
Federated Hermes	240,793	0	For
Prudential/PGIM	10,100	200,871	Against
Royce	208,175	0	For
State Street	169,032	129	For
Equitable	161,187	0	For
ALPS ETF Trust	0	148,996	Against
World Funds Trust	130,792	0	For
SEI	119,327	0	For
AIG/SunAmerica	0	112,635	Against
Jackson National	0	110,170	Against
AMERICAN BEACON FUNDS	0	105,210	Against

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

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

AUDIT-RELATEDMajority of the votes cast: yes

Meeting held 2025-05-07.

Combines 2 wordings of this item as funds reported it.

99.8% Majority: yes · of votes cast

FOR 99.8%

FOR: 56,173,576AGAINST: 80,684

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 2025-05-07 (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. Of all 63,925,017 outstanding shares: 88% for, 0.2% against (88% of the company cast a for/against vote).

The 89 asset managers below cast 100% of the shares they voted on this item FOR (20,433,013 for, 0 against).

FOR 99.9%

FOR: 20,433,013 (100.0%)ABSTAIN: 681 (0.0%)

Largest asset managers voting on “The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting f” at Victory Capital Holdings, Inc., 2024-2025
Asset manager	For	Vote
Vanguard	3,823,361	For
Capital Group	3,256,557	For
BlackRock	1,837,146	For
FRANKLIN VALUE INVESTORS TRUST	1,363,641	For
Capitol Series Trust	1,215,699	For
Fidelity	1,173,952	For
Dimensional	1,159,119	For
ETF Series Solutions	955,321	For
IMPAX FUNDS SERIES TRUST I	625,000	For
Charles Schwab	495,952	For
TIAA	400,009	For
Franklin Templeton	357,173	For
WisdomTree	309,317	For
Cambria ETF Trust	296,341	For
Federated Hermes	240,793	For
Prudential/PGIM	210,971	For
Royce	208,175	For
State Street	169,161	For
Equitable	161,187	For
ALPS ETF Trust	148,996	For
World Funds Trust	130,792	For
SEI	119,327	For
AIG/SunAmerica	112,635	For
Jackson National	110,170	For
AMERICAN BEACON FUNDS	105,210	For

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

6. 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").

CAPITAL STRUCTUREMajority of the votes cast: yes

Meeting held 2024-10-11.

Combines 5 wordings of this item as funds reported it.

67% Majority: yes · of votes cast

FOR 67%AGAINST 33%

FOR: 39,893,306AGAINST: 19,837,212

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 2024-10-15 (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. Of all 63,925,017 outstanding shares: 62% for, 31% against (93% of the company cast a for/against vote).

The 84 asset managers below cast 36% of the shares they voted on this item FOR (6,980,285 for, 12,326,233 against).

FOR 36%AGAINST 64%

FOR: 6,980,285 (36.2%)AGAINST: 12,326,233 (63.8%)

Largest asset managers voting on “To amend Victory Capital's Second Amended and Restated Certificate of Incorporation to increase its authorized” at Victory Capital Holdings, Inc., 2024-2025
Asset manager	For	Against	Vote
Vanguard	0	3,651,493	Against
Capital Group	3,203,141	0	For
BlackRock	1,747,515	0	For
FRANKLIN VALUE INVESTORS TRUST	0	1,275,788	Against
Capitol Series Trust	0	1,215,699	Against
Dimensional	0	1,163,140	Against
Fidelity	9,751	879,099	Against
IMPAX FUNDS SERIES TRUST I	675,000	0	For
ETF Series Solutions	493,863	0	For
TIAA	0	469,294	Against
WisdomTree	0	440,628	Against
Invesco	0	384,468	Against
Charles Schwab	0	370,482	Against
Franklin Templeton	0	337,774	Against
Cambria ETF Trust	296,029	0	For
Federated Hermes	0	239,972	Against
State Street	111	166,575	Against
Equitable	69,205	93,980	Against
World Funds Trust	0	140,290	Against
SEI	0	133,915	Against
Jackson National	105,716	25,650	For
AIG/SunAmerica	0	124,174	Against
AMERICAN BEACON FUNDS	0	119,097	Against
Keeley Funds, Inc.	115,622	0	For
GuideStone	0	107,040	Against

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

7. 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").

CORPORATE GOVERNANCE

Meeting held 2024-10-11.

Combines 3 wordings of this item as funds reported it.

79% fund support · no official result

FOR 79%AGAINST 21%

The 80 asset managers below cast 79% of the shares they voted on this item FOR (14,127,411 for, 3,802,549 against).

FOR: 14,127,411 (78.6%)AGAINST: 3,802,549 (21.1%)ABSTAIN: 51,740 (0.3%)

Largest asset managers voting on “To approve the adjournment of the special meeting, whether or not a quorum is present, if necessary or appropr” at Victory Capital Holdings, Inc., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	3,651,493	0	0	For
Capital Group	3,203,141	0	0	For
BlackRock	1,747,515	0	0	For
FRANKLIN VALUE INVESTORS TRUST	0	1,275,788	0	Against
Dimensional	1,163,140	0	0	For
Fidelity	9,751	879,099	0	Against
IMPAX FUNDS SERIES TRUST I	675,000	0	0	For
ETF Series Solutions	493,863	0	0	For
TIAA	469,294	0	0	For
WisdomTree	0	440,628	0	Against
Invesco	384,468	0	0	For
Charles Schwab	370,482	0	0	For
Franklin Templeton	1,780	335,994	0	Against
Cambria ETF Trust	296,029	0	0	For
Federated Hermes	239,972	0	0	For
State Street	279	166,407	0	Against
Equitable	69,205	42,240	51,740	For
World Funds Trust	0	140,290	0	Against
SEI	0	133,915	0	Against
Jackson National	117,731	13,635	0	For
AIG/SunAmerica	124,174	0	0	For
AMERICAN BEACON FUNDS	119,097	0	0	For
Keeley Funds, Inc.	115,622	0	0	For
ADVISORS' INNER CIRCLE FUND	0	104,700	0	Against
QUANTITATIVE MASTER SERIES LLC	81,473	0	0	For

Showing the 25 largest of 80 asset managers. See all 80 in the interactive database.

8. 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").

CORPORATE GOVERNANCE

Meeting held 2024-10-11.

Combines 2 wordings of this item as funds reported it.

18% fund support · no official result

FOR 18%AGAINST 82%

The 71 asset managers below cast 18% of the shares they voted on this item FOR (3,015,863 for, 13,293,215 against).

FOR: 3,015,863 (18.5%)AGAINST: 13,293,215 (81.5%)

Largest asset managers voting on “To amend Victory Capital's Second Amended and Restated Certificate of Incorporation to expand its existing cor” at Victory Capital Holdings, Inc., 2024-2025
Asset manager	For	Against	Vote
Vanguard	0	3,651,493	Against
Capital Group	0	3,203,141	Against
BlackRock	1,747,515	0	For
FRANKLIN VALUE INVESTORS TRUST	0	1,275,788	Against
Dimensional	0	1,163,140	Against
Fidelity	9,751	879,099	Against
ETF Series Solutions	493,863	0	For
TIAA	0	469,294	Against
WisdomTree	0	440,628	Against
Invesco	0	384,468	Against
Franklin Templeton	0	337,774	Against
Cambria ETF Trust	296,029	0	For
State Street	111	166,575	Against
Equitable	69,205	93,980	Against
World Funds Trust	0	140,290	Against
Jackson National	0	131,366	Against
AIG/SunAmerica	0	124,174	Against
AMERICAN BEACON FUNDS	0	119,097	Against
Keeley Funds, Inc.	115,622	0	For
QUANTITATIVE MASTER SERIES LLC	81,473	0	For
JPMorgan	0	79,756	Against
Lincoln Financial	0	72,655	Against
AMG FUNDS	70,000	0	For
Pacific Life	15,500	49,058	Against
BRIDGEWAY FUNDS INC	0	55,700	Against

Showing the 25 largest of 71 asset managers. See all 71 in the interactive database.

9. 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 convert

EXTRAORDINARY TRANSACTIONS

Meeting held 2024-10-11.

100% fund support · no official result

FOR 99.6%

The 46 asset managers below cast 100% of the shares they voted on this item FOR (13,089,214 for, 0 against).

FOR: 13,089,214 (99.6%)ABSTAIN: 51,740 (0.4%)

Largest asset managers voting on “To approve the issuance to Amundi Asset Management S.A.S. ("Amundi") of (a) a number of newly issued shares of” at Victory Capital Holdings, Inc., 2024-2025
Asset manager	For	Abstain	Vote
Vanguard	3,651,493	0	For
Capital Group	3,203,141	0	For
FRANKLIN VALUE INVESTORS TRUST	1,275,788	0	For
Dimensional	1,163,140	0	For
Fidelity	888,850	0	For
TIAA	469,294	0	For
WisdomTree	440,628	0	For
Invesco	384,468	0	For
Franklin Templeton	337,774	0	For
State Street	166,686	0	For
Equitable	111,445	51,740	For
AIG/SunAmerica	124,174	0	For
AMERICAN BEACON FUNDS	119,097	0	For
Keeley Funds, Inc.	115,622	0	For
Lincoln Financial	72,655	0	For
Pacific Life	64,558	0	For
BRIDGEWAY FUNDS INC	55,700	0	For
Eaton Vance	49,991	0	For
First Trust	45,251	0	For
Principal Exchange-Traded Funds	42,708	0	For
American Century	37,649	0	For
Brighthouse	33,684	0	For
Voya	31,376	0	For
Victory Capital	30,594	0	For
Janus Detroit Street Trust	30,532	0	For

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

10. 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 convert

CAPITAL STRUCTURE

Meeting held 2024-10-11.

100% fund support · no official result

FOR 100%

The 24 asset managers below cast 100% of the shares they voted on this item FOR (3,167,961 for, 0 against).

FOR: 3,167,961 (100.0%)

Largest asset managers voting on “To approve the issuance to Amundi Asset Management S.A.S. ("Amundi") of (a) a number of newly issued shares of” at Victory Capital Holdings, Inc., 2024-2025
Asset manager	For	Vote
BlackRock	1,747,515	For
ETF Series Solutions	493,863	For
Cambria ETF Trust	296,029	For
World Funds Trust	140,290	For
Jackson National	131,366	For
QUANTITATIVE MASTER SERIES LLC	81,473	For
JPMorgan	79,756	For
AMG FUNDS	70,000	For
EA Series Trust	37,761	For
CALDWELL & ORKIN FUNDS INC	23,590	For
TRUST FOR PROFESSIONAL MANAGERS	15,832	For
John Hancock	15,502	For
Managed Portfolio Series	8,519	For
Bridge Builder Trust	8,220	For
BOSUN ASSET MANAGEMENT, LLC	5,072	For
Innovator ETFs Trust	4,676	For
NORTHERN LIGHTS FUND TRUST II	3,507	For
Allianz	1,975	For
Texas Capital Funds Trust	1,197	For
MASTER INVESTMENT PORTFOLIO	822	For
GPS Funds I	389	For
Harbor ETF Trust	285	For
WILSHIRE MUTUAL FUNDS INC	193	For
TIFF INVESTMENT PROGRAM	129	For

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

CORPORATE GOVERNANCE

Meeting held 2024-10-11.

40% fund support · no official result

FOR 40%AGAINST 60%

The 11 asset managers below cast 40% of the shares they voted on this item FOR (675,000 for, 997,622 against).

FOR: 675,000 (40.4%)AGAINST: 997,622 (59.6%)

Largest asset managers voting on “To amend Victory's Second Amended and Restated Certificate of Incorporation to expand the existing corporate o” at Victory Capital Holdings, Inc., 2024-2025
Asset manager	For	Against	Vote
IMPAX FUNDS SERIES TRUST I	675,000	0	For
Charles Schwab	0	370,482	Against
Federated Hermes	0	239,972	Against
SEI	0	133,915	Against
ADVISORS' INNER CIRCLE FUND	0	104,700	Against
Mercer Funds	0	48,700	Against
OPTIMUM FUND TRUST	0	39,300	Against
Prudential/PGIM	0	35,394	Against
Global X	0	23,274	Against
Nationwide	0	1,885	Against
Northern Lights Fund Trust IV	0	0	--

12. To approve the issuance to Amundi Asset Management S.A.S. (Amundi) of (a) a number of newly issued shares of our 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 our non-voting convertible preferred

EXTRAORDINARY TRANSACTIONS

Meeting held 2024-10-11.

100% fund support · no official result

FOR 100%

The 11 asset managers below cast 100% of the shares they voted on this item FOR (1,672,622 for, 0 against).

FOR: 1,672,622 (100.0%)

Largest asset managers voting on “To approve the issuance to Amundi Asset Management S.A.S. (Amundi) of (a) a number of newly issued shares of o” at Victory Capital Holdings, Inc., 2024-2025
Asset manager	For	Vote
IMPAX FUNDS SERIES TRUST I	675,000	For
Charles Schwab	370,482	For
Federated Hermes	239,972	For
SEI	133,915	For
ADVISORS' INNER CIRCLE FUND	104,700	For
Mercer Funds	48,700	For
OPTIMUM FUND TRUST	39,300	For
Prudential/PGIM	35,394	For
Global X	23,274	For
Nationwide	1,885	For
Northern Lights Fund Trust IV	0	--

13. Adjourn Meeting

CORPORATE GOVERNANCE

Meeting held 2024-10-11.

100% fund support · no official result

FOR 100%

The 3 asset managers below cast 100% of the shares they voted on this item FOR (109,119 for, 0 against).

FOR: 109,119 (100.0%)

Largest asset managers voting on “Adjourn Meeting” at Victory Capital Holdings, Inc., 2024-2025
Asset manager	For	Vote
GuideStone	107,040	For
HC CAPITAL TRUST	2,045	For
UNIFIED SERIES TRUST	34	For

14. Amend Certificate of Incorporation to Expand the Existing Corporate Opportunities Waiver Provision

CORPORATE GOVERNANCE

Meeting held 2024-10-11.

0% fund support · no official result

AGAINST 100%

The 3 asset managers below cast 0% of the shares they voted on this item FOR (0 for, 109,119 against).

AGAINST: 109,119 (100.0%)

Largest asset managers voting on “Amend Certificate of Incorporation to Expand the Existing Corporate Opportunities Waiver Provision” at Victory Capital Holdings, Inc., 2024-2025
Asset manager	Against	Vote
GuideStone	107,040	Against
HC CAPITAL TRUST	2,045	Against
UNIFIED SERIES TRUST	34	Against

15. Issue Shares in Connection with Acquisition

EXTRAORDINARY TRANSACTIONS

Meeting held 2024-10-11.

100% fund support · no official result

FOR 100%

The 3 asset managers below cast 100% of the shares they voted on this item FOR (109,119 for, 0 against).

FOR: 109,119 (100.0%)

Largest asset managers voting on “Issue Shares in Connection with Acquisition” at Victory Capital Holdings, Inc., 2024-2025
Asset manager	For	Vote
GuideStone	107,040	For
HC CAPITAL TRUST	2,045	For
UNIFIED SERIES TRUST	34	For

Largest Victory Capital Holdings, Inc. shareholders voting in 2024-2025

Ranked by the number of Victory Capital Holdings, Inc. shares each manager voted on the most widely held ballot item of the 2024-2025 meeting, shown as a share of the 63,925,017 shares outstanding at the time of that meeting.

Top Victory Capital Holdings, Inc. shareholders by shares voted, 2024-2025
#	Asset manager	% of shares outstanding
1	Crestview Partners II GP, L.P.	11.88%
2	Capital Group	10.19%
3	Vanguard	6.21%
4	BlackRock	5.02%
5	FRANKLIN MUTUAL ADVISERS LLC	2.56%
6	Fidelity	2.17%
7	FRANKLIN VALUE INVESTORS TRUST	2.13%
8	Dimensional	2.09%
9	FULLER & THALER ASSET MANAGEMENT, INC.	1.98%
10	Capitol Series Trust	1.90%

Reported Victory Capital Holdings, Inc. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

Victory Capital Holdings, Inc. beneficial owners on record for the 2024-2025 proxy season
Holder	% outstanding	Disclosure
Employee Shareholders Committee	12.46%	DEF14A
Crestview GP	11.91%	DEF14A
Vanguard Group	6.41%	13F
Crestview Partners II GP, L.P.	6.41%	13G
BlackRock	5.71%	13F
Amundi S.A.	5.15%	13D
Franklin Templeton	3.76%	13F
David C. Brown	3.25%	DEF14A
Dimensional Fund Advisors	2.26%	13F
State Street	1.88%	13F

Percentages above are of 63,925,017 shares outstanding, as reported by Victory Capital Holdings, Inc. on its Form 10-Q dated 2025-03-31 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from Victory Capital Holdings, Inc.’s 10-Q dated 2025-03-31. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At Victory Capital Holdings, Inc.'s 2 shareholder meetings in the 2024-2025 proxy season (held 2024-10-11 and 2025-05-07), 288 asset managers reported how they voted in their SEC Form N-PX filings, covering 2,589 separate fund positions. Their filings are grouped here into 15 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item of the season, voted at the meeting held 2025-05-07 — A non-binding advisory vote to approve the compensation of our named executive officers. — FOR was 96% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: Victory Capital Holdings, Inc.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on 2025-05-07.

Victory Capital Holdings, Inc. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.