Victory Capital Holdings Files 8-K

TL;DR

VCTR filed an 8-K on Oct 15 covering votes, Reg FD, and financials as of Oct 11.

AI Summary

Victory Capital Holdings, Inc. filed an 8-K on October 15, 2024, reporting on matters submitted to a vote of security holders, Regulation FD disclosures, and financial statements. The filing covers events up to October 11, 2024, and includes information about the company's principal executive offices located at 15935 La Cantera Parkway, San Antonio, TX 78256.

Why It Matters

This 8-K filing provides important updates on corporate actions, regulatory disclosures, and financial information for Victory Capital Holdings, Inc., which is crucial for investors to understand the company's current status.

Risk Assessment

Risk Level: low — This filing is a routine corporate disclosure and does not appear to contain any immediate negative news or significant risk factors.

Key Players & Entities

• Victory Capital Holdings, Inc. (company) — Registrant
• 0000950170-24-114700 (filing_id) — Accession Number
• 20241015 (date) — Filing Date
• 20241011 (date) — Period of Report
• 15935 La Cantera Parkway, San Antonio, TX 78256 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, Par Value $0.01 VCTR NASDAQ Indicate by check mar

Filing Documents

• vctr-20241011.htm (8-K) — 76KB
• vctr-ex99_1.htm (EX-99.1) — 16KB
• img250556058_0.jpg (GRAPHIC) — 22KB
• 0000950170-24-114700.txt ( ) — 238KB
• vctr-20241011.xsd (EX-101.SCH) — 25KB
• vctr-20241011_htm.xml (XML) — 4KB

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. Victory Capital Holdings, Inc. ("Victory Capital" or the "Company") held a special meeting of shareholders on October 11, 2024 (the "Special Meeting"). The undersigned, duly appointed proxies by shareholders of Victory Capital , hereby cast all votes as designated and in the manner instructed on the items properly brought before the meeting, as set forth below. 1) 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 convertible preferred stock, par value $0.01 per share, of Victory Capital, which will be designated as Series A Non-Voting Convertible Preferred Stock ("Victory Preferred Stock") and which, together with the shares of Victory Common Stock issued to Amundi, will in the aggregate represent 26.1% of Victory Capital's fully diluted shares after giving effect to such issuances, in each case, pursuant to the terms and subject to the conditions of the Contribution Agreement (the "Contribution Agreement") by and among Victory Capital, Amundi, and solely for certain purposes set forth therein, Amundi S.A. and subject to certain adjustments as contemplated in the Contribution Agreement. FOR AGAINST ABSTAIN 59,642,383 41,788 78,421 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. FOR AGAINST ABSTAIN 39,893,306 19,837,212 32,074 3) To amend the Company's Second Amended and Restated Certificate of Incorporation to expand its existing corporate opportunities waiver provision to permit Amundi an

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On October 14, 2024, the Company issued a press release announcing the results of the shareholder vote at the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filings under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 99.1 Press release dated October 14, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE(S) Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VICTORY CAPITAL HOLDINGS, INC. Date: October 15, 2024 By: /s/ MICHAEL D. POLICARPO Name: Michael D. Policarpo Title: President, Chief Financial Officer and Chief Administrative Officer

View Full Filing

View this 8-K filing on SEC EDGAR