DEF: Victory Capital Sets 2026 Annual Meeting Agenda

Victory Capital Holdings, Inc. announces its 2026 Annual Meeting of Stockholders to be held virtually on May 6, 2026, outlining key proposals including director elections, auditor ratification, and executive compensation advisory vote.

Summary

• The 2026 Annual Meeting of Stockholders will be held virtually on May 6, 2026, at 8:00 a.m. Eastern Time.
• Stockholders will vote on the election of Class II directors (Celine Boyer-Chammard, Mary Jackson, Alan H. Rappaport) to serve until the 2029 annual meeting.
• The agenda includes the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
• A non-binding advisory vote to approve the compensation of named executive officers for 2025 will also be held.
• The record date for stockholders entitled to vote at the Annual Meeting is March 10, 2026.
• The company achieved record financial performance in 2025, with $1.3 billion in revenue, $683 million in Adjusted EBITDA, and $514 million in Adjusted Net Income with Tax Benefit.
• The strategic integration of the Amundi US business was successfully completed, increasing the net expense synergy target from $100 million to $110 million, with $97 million realized by year-end 2025.
• The leverage ratio decreased from 1.7x in Q4 2024 to 1.0x in Q4 2025, strengthening the balance sheet.
• Victory Capital returned $366 million to shareholders in 2025 through dividends and share buybacks.
• Investment performance was strong, with 65% of mutual fund and ETF AUM earning four or five-star Morningstar ratings as of December 31, 2025.

Sentiment

Score: 9

Explanation: StockSavvy.ai views this filing as overwhelmingly positive, reflecting exceptional financial and strategic execution, particularly with the successful Amundi integration and strong investment performance, which significantly exceeded expectations and strengthened the company's market position.

Positives

• Achieved record financial performance in 2025, with revenue of $1.3 billion (up 46% from 2024), Adjusted EBITDA of $683 million (up 44% from 2024), and Adjusted Net Income with Tax Benefit of $514 million (up 46% from 2024).
• Adjusted earnings with tax benefit per diluted share reached $6.38 in 2025, an increase of 19% from 2024, with the Amundi US acquisition immediately and significantly accretive, nearly doubling the target of ~10%.
• Declared dividends of $1.94 per share in 2025, representing a 25% increase from 2024.
• Returned $366 million to shareholders in 2025 through dividends and share buybacks, marking the highest level in the firm's history.
• Strengthened the balance sheet by reducing the leverage ratio from 1.7x in Q4 2024 to 1.0x in Q4 2025.
• Successfully closed and integrated the strategic transaction with Amundi Global, combining their U.S. operations into Victory Capital and establishing a 15-year global distribution agreement.
• Increased the net expense synergy target from $100 million to $110 million, realizing $97 million on a run-rate basis by year-end 2025, ahead of the original timeline.
• Pioneer Investments (rebranded from Amundi US) was successfully onboarded as the 8th and largest Investment Franchise with $132 billion in AUM, contributing over $31 billion in gross sales and $2 billion in positive net flows since April 1, 2025.
• Demonstrated strong investment performance with 65% of mutual fund and ETF AUM earning four or five-star overall Morningstar ratings as of December 31, 2025.
• 78% of strategies by AUM had returns in excess of their respective benchmarks over a ten-year period, 68% over five years, 63% over three years, and 63% over one year.
• Received eight 2025 US LSEG Lipper Fund Awards based on risk-adjusted performance.
• Refinanced Term Loan B and Revolving Credit Facility, reducing the interest rate by 35 basis points, equating to $3.5 million in annual interest savings.
• Long-term gross flows increased to $58.8 billion in 2025, up 133% from 2024.
• Long-term net outflows improved to $4.2 billion in 2025, compared to $7.1 billion in 2024.
• Continued to advance product development initiatives with the launch of three new ETFs, two UMA extensions, and five new UCITS funds in partnership with Amundi Global.
• Retained key talent from the former Amundi US team, emphasizing organizational depth and leadership planning.
• Monetized intellectual property by entering into licensing agreements with third-party non-US firms for three Victory Free Cash Flow Indexes.

Negatives

• Experienced long-term net outflows of $4.2 billion in 2025, although this was an improvement compared to $7.1 billion in 2024.

Risks

• The Compensation Committee oversees risks associated with compensation policies, plans, and practices, including whether the program provides appropriate incentives that do not encourage excessive risk-taking.
• The Board of Directors oversees strategic, financial, operational (including cybersecurity), and execution risks in connection with the company's business operations and the operating environment.
• The Audit Committee oversees risks related to financial matters, especially financial reporting and accounting practices and policies, and significant tax, legal, and compliance matters.
• The Nominating Committee oversees 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 is dependent on Amundi parties to distribute Victory products outside the United States and to create investment vehicles for U.S. traditional active asset management products.
• The company does not control the ultimate investment recommendations given by Amundi to clients, which could impact product sales and revenue.

Future Outlook

The company is on track to achieve its full $110 million net expense synergy target in 2026, ahead of its original timeline. It plans to continue investing for future growth in distribution platforms and strategic areas including data and analytics, digital marketing, technology, product development, and strategic hiring.

Management Comments

• "On behalf of the Board of Directors of Victory Capital Holdings, Inc., we cordially invite you to attend the 2026 Annual Meeting of Stockholders..." David C. Brown, Chairman and CEO.
• "We have decided to provide access to our proxy materials over the Internet under the Securities and Exchange Commissions notice and access rules." David C. Brown, Chairman and CEO.
• "Our Companys performance was strong during 2025 as reflected in our investment, financial and strategic results."
• "Our financial performance was record breaking relative to prior years and strong relative to the industry environment as measured by revenues, earnings, and capital returned to our shareholders, reflecting, in part, the transaction with Amundi US as well as strong overall performance."
• "We closed our strategic transaction with Amundi Global to combine their U.S. operations into Victory Capital and established a 15-year global distribution agreement making Victory the exclusive provider of traditional U.S. manufactured active asset management products for Amundi Global outside of the U.S., where Amundi Global has a local presence in 35 countries and 550 sales professionals across geographies."
• "We increased our pre-deal net expense synergy target of $100 million to $110 million to be realized within 24 months of closing. At year-end, $97 million in net expense synergies have been realized on a run rate basis. We are on track to achieve our full $110 million target in 2026, ahead of our original timeline."
• "We strengthened our balance sheet to increase flexibility and support our overall M&A strategy. We accumulated cash and reduced our leverage ratio from 1.7x in Q4 2024 to 1.0x in Q4 2025."

Industry Context

StockSavvy.ai notes that the successful integration of Amundi US and the establishment of a 15-year global distribution agreement positions Victory Capital to significantly expand its international footprint, leveraging Amundi's extensive global client base and distribution channels. This move is consistent with a broader industry trend of asset managers seeking scale and diversified distribution capabilities to drive growth in a competitive global market. The focus on expense synergies and balance sheet strengthening also reflects industry pressures for efficiency and financial resilience.

Comparison to Industry Standards

• Outperformed the S&P 500 Index and a custom peer group (Affiliated Managers Group, Inc., Artisan Partners Asset Management Inc., Acadian Asset Management, and Virtus Investment Partners, Inc.) in Total Shareholder Return over the past five years.
• 65% of mutual fund and ETF AUM earned four or five-star overall Morningstar ratings as of December 31, 2025, broadly diversified across 54 different products.
• 42% of AUM in mutual funds and ETFs were ranked in the top quartile by Morningstar over a three-year period.
• 78% of strategies by AUM had returns in excess of their respective benchmarks over a ten-year period, 68% over a five-year period, 63% over a three-year period, and 63% over a one-year period.
• On an equal-weighted basis, 68% of strategies outperformed benchmarks over a ten-year period, 69% over five years, 62% over three years, and 60% over one year.
• The Amundi US acquisition was immediately and significantly accretive to diluted earnings, nearly doubling the target of ~10%.

Management Changes

Corporate Governance

Related Party Transactions

• Amended and Restated Shareholders Agreement with Crestview Victory and certain other persons, granting director nomination rights and registration rights.
• Employee Shareholders Agreement, granting an irrevocable voting proxy to the Employee Shareholders Committee (David C. Brown, Michael D. Policarpo, Mannik S. Dhillon) for shares held by employees.
• Amundi Shareholder Agreement, granting Amundi rights to nominate directors and committee members based on ownership percentage.
• Indemnification Agreements entered into with each director, executive officer, and member of the Employee Shareholders Committee.
• Investment Advisory Agreements with Victory Funds, VictoryShares, Victory Funds III, Victory Portfolios IV, Victory Collective Funds, NEC Funds, and Pioneer openand closed-end funds, generating significant investment management fees.
• Administration Agreements with Victory Funds, VictoryShares, Victory Funds III, and Victory Portfolios IV, generating administration fees.
• Transfer Agent Agreement with Victory Funds III and Sub-Transfer Agency Agreement with Victory Funds, generating transfer agent services fees.
• Distribution Agreements with Victory Funds, VictoryShares, Victory Funds III, and Victory Portfolios IV, generating distribution fees.
• Off-Shore Master Distribution and Services Agreement and On-Shore Master Distribution and Services Agreement with Amundi parties, establishing exclusive distribution rights and fee-sharing arrangements.
• Compliance Services Agreement with Victory Funds and VictoryShares, and Victory Funds III, for Chief Compliance Officer and compliance personnel services.

Stakeholder Impact

• Shareholders: Positive impact from record financial performance, increased dividends, share buybacks, and strong Total Shareholder Return. Potential for dilution from equity compensation plans. Amundi and Crestview maintain significant influence through director nomination rights.
• Employees: Impacted by the Employee Shareholders Agreement (irrevocable voting proxy). Benefit from retention efforts for key talent from Amundi US team and participation in 401(k) and nonqualified deferred compensation plans. Executive compensation program is designed to attract and retain top talent.
• Customers/Clients: Benefit from strong investment performance (65% of AUM with 4/5-star Morningstar ratings, high percentage outperforming benchmarks). Expanded product offerings through Amundi integration, including new ETFs, UMA extensions, and UCITS funds.
• Management: Executive compensation is closely tied to company performance, with a significant portion delivered in equity. Severance and change-in-control provisions provide a level of employment security.
• Regulatory Authorities: The company demonstrates compliance with SEC and Nasdaq rules, including auditor independence requirements and a clawback policy for executive compensation.

Next Steps

• Conduct the 2026 Annual Meeting of Stockholders on May 6, 2026.
• Achieve the full $110 million net expense synergy target in 2026.
• Continue investing for future growth in distribution platforms, data and analytics, digital marketing, technology, product development, and strategic hiring.
• File official voting results on a Form 8-K within four business days of the Annual Meeting.
• Consider stockholder proposals for the 2027 annual meeting by November 27, 2026 (Rule 14a-8) or between January 2, 2027 and February 1, 2027 (bylaws).

Key Dates

Recommendation

The filing demonstrates exceptional operational and strategic execution, particularly with the highly successful integration of the Amundi US business, which significantly boosted AUM and diluted EPS beyond initial targets. The company achieved record financial performance across key metrics, strengthened its balance sheet by reducing leverage, and returned substantial capital to shareholders through increased dividends and buybacks. Furthermore, strong investment performance metrics indicate a robust core business. These factors collectively point to a company with strong momentum, effective management, and significant value creation potential, making it a compelling "strong buy" for seasoned investors.

Keywords

Victory Capital, VCTR, SEC Filing, Proxy Statement, Annual Meeting, Executive Compensation, Corporate Governance, Financial Performance, Asset Management, Amundi, Acquisition, AUM, EBITDA, Dividends, Share Buybacks, Investment Performance, Risk Management, Director Election, Auditor Ratification, Shareholder Return, ETFs, Mutual Funds, Strategic Growth