Victory Capital Holdings, Inc.
For the period ended May 7, 2025. Filed Mar 28, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 7, 2025 · Filed Mar 28, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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| ☐ | Fee paid previously with preliminary materials. |
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Dear Stockholder:
On behalf of the Board of Directors of Victory Capital Holdings, Inc., we cordially invite you to attend the 2025 Annual Meeting of Stockholders, which will be held on May 7, 2025, at 8:00 a.m., Eastern Time. For your convenience, we are pleased to advise that the Annual Meeting will be a completely virtual meeting which will be conducted via live webcast. You will be able to attend the Annual Meeting via the Internet, vote your shares electronically, and submit questions during the Annual Meeting by visiting:
www.virtualshareholdermeeting.com/VCTR2025.
The matters to be considered by stockholders at the Annual Meeting are described in detail in the accompanying materials.
We have decided to provide access to our proxy materials over the Internet under the Securities and Exchange Commission’s “notice and access” rules. Information about how to access and review our proxy statement and 2024 Annual Report on Form 10-K, is included in the Notice of Internet Availability of Proxy Materials that you received in the mail. The notice also explains how you may submit your vote over the Internet. You will not receive printed copies of our proxy materials unless you request them.
Attached to this letter are a Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the business to be conducted at the meeting.
Whether or not you plan to attend the Annual Meeting virtually, please submit your vote at your earliest convenience.
Sincerely,
David C. Brown
Chairman of the Board of Directors and Chief Executive Officer
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders of Victory Capital Holdings, Inc. will be held on May 7, 2025, at 8:00 a.m., Eastern Time. You will be able to attend the Annual Meeting via the Internet, vote your shares electronically and submit your questions during the meeting by visiting:
www.virtualshareholdermeeting.com/VCTR2025.
You will need the control number included in your Notice of Internet Availability of Proxy Materials or your proxy card (if you received a printed copy of the proxy materials) to enter the meeting online to consider and vote upon:
| 1. | The election of Class I directors to serve until the 2028 annual meeting of stockholders. |
| 2. | The ratification of the appointment of Deloitte & Touche LLP for the fiscal year ending December 31, 2025. |
| 3. | A non-binding advisory vote to approve the compensation of our named executive officers. |
| 4. | Any other business as may properly come before the Annual Meeting or any adjournments thereof. |
Stockholders who owned shares of our stock as of the close of business on March 10, 2025, are entitled to attend and vote at the Annual Meeting and any adjournments thereof.
We encourage you to read this proxy statement and submit your proxy or voting instructions as soon as possible. You may vote your shares by Internet or, if you received printed proxy materials, by mailing the completed proxy card. Please refer to the section “How do I vote?” for detailed voting instructions.
By Order of the Board of Directors,
Nina Gupta
Corporate Secretary
San Antonio, Texas
Important Notice Regarding the Internet Availability of Proxy Materials for the Stockholder Meeting to be held on May 7, 2025, at 8:00 a.m., Eastern Time. Our proxy statement and 2024 Annual Report on Form 10-K are available at www.proxyvote.com.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.