DEF: Victory Capital Holdings Sets Date for 2025 Annual Stockholder Meeting

Victory Capital Holdings announces its 2025 Annual Meeting of Stockholders to be held virtually on May 7, 2025, covering director elections, auditor ratification, and executive compensation.

Summary

• Victory Capital Holdings, Inc. will hold its 2025 Annual Meeting of Stockholders virtually on May 7, 2025, at 8:00 a.m. Eastern Time.
• Stockholders of record as of March 10, 2025, are eligible to vote on the election of Class I directors, ratification of Deloitte & Touche LLP as the independent auditor, and an advisory vote on executive compensation.
• The Board of Directors recommends voting FOR the election of the director nominees, FOR the ratification of Deloitte & Touche LLP, and FOR the advisory vote on executive compensation.
• The proxy statement and 2024 Annual Report on Form 10-K are available online at www.proxyvote.com.
• The company's Board of Directors consists of eight members and currently has one vacancy.

Sentiment

Score: 8

Explanation: The document presents a positive outlook for Victory Capital, highlighting strong financial performance, strategic initiatives, and shareholder returns. The Board's recommendations and the absence of significant negative factors contribute to the positive sentiment.

Positives

• The company is providing stockholders with convenient virtual access to the Annual Meeting.
• The Board of Directors is providing clear recommendations on how to vote on each proposal.
• The company is committed to good corporate governance practices, including annual board evaluations and a code of business conduct and ethics.
• The company achieved record financial performance in 2024, including revenue of $893 million and adjusted EBITDA of $476 million.
• The company generated total returns for shareholders of 96.0% in the form of VCTR stock price appreciation and dividends.

Risks

• The proxy statement notes that the company's revenues vary with the performance of financial markets, which are outside of management's control.
• The company faces risks associated with compensation policies, plans, and practices, including whether the compensation program provides appropriate incentives that do not encourage excessive risk-taking.
• The company faces risks associated with director independence, potential conflicts of interest, director qualification, management and succession planning and overall effectiveness of the Board of Directors.
• The company faces risks associated with strategic, financial, operational (including cybersecurity) and execution risks in connection with the company's business operations and the operating environment.

Future Outlook

The document outlines the company's strategic objectives, including the combination of Amundi US into Victory Capital, product development initiatives, and strengthening the balance sheet to support M&A strategy.

Management Comments

• David C. Brown, Chairman of the Board and Chief Executive Officer, cordially invites stockholders to attend the 2025 Annual Meeting.

Industry Context

The document highlights Victory Capital's performance relative to the industry environment, noting strong financial results and investment performance.

Comparison to Industry Standards

• The document references Morningstar ratings and rankings to assess the performance of Victory Capital's mutual funds and ETFs.
• The document compares Victory Capital's total shareholder return to that of a custom peer group.
• The document compares Victory Capital's financial performance to that of other publicly owned asset management firms, including Affiliated Managers Group, Inc., Franklin Resources, Inc., AllianceBernstein Holding L.P., Invesco Ltd., Artisan Partners Asset Management, Inc., Janus Henderson Group plc, BlackRock, Inc., T. Rowe Price Group, Inc., Cohen & Steers, Inc., Virtus Investment Partners, Inc., Federated Hermes and WisdomTree, Inc.

Related Party Transactions

• The document discloses relationships and related party transactions, including an amended and restated shareholders agreement, an employee shareholders agreement, and investment advisory agreements.

Stakeholder Impact

• The document highlights the company's commitment to delivering superior results to clients and shareholders.
• The document discusses the company's executive compensation program, which is designed to align the interests of executives with those of shareholders.
• The document discusses the company's human capital programs and initiatives, community engagement efforts, responsible investment approach, and business resilience practices.

Next Steps

• Stockholders are encouraged to vote their shares by Internet or mail.
• The company will file the official voting results on a Form 8-K within four business days of the Annual Meeting.

Key Dates

Keywords

Annual Meeting, Stockholders, Proxy Statement, Board of Directors, Executive Compensation, Director Election, Deloitte & Touche, Victory Capital, Corporate Governance, Virtual Meeting