VanEck VIP Trust Seeks Shareholder Approval for Seven Trustee Nominees

TL;DR

**VanEck VIP Trust is shoring up its board with a mix of re-elections and fresh independent talent; vote FOR to strengthen oversight and potentially boost fund performance.**

AI Summary

VanEck VIP Trust is holding a special shareholder meeting on December 5, 2025, at 10:00 a.m. Eastern time at its New York offices to elect seven trustees. The Board of Trustees recommends shareholders vote FOR ALL trustee nominees. The proposal includes the re-election of five current trustees: Jayesh Bhansali, Jon Lukomnik, Jane DiRenzo Pigott, R. Alastair Short, and Jan F. van Eck. Notably, Mr. Bhansali, appointed in June 2022, has not yet been elected by shareholders. Additionally, the Board proposes the election of two new independent trustees, Sara Bonesteel and Kevin Moore, to enhance the Board's oversight with their asset management industry expertise. Ms. Bonesteel brings insights from Prudential Financial, while Mr. Moore offers experience from Serac Ventures and prior public and private market investments. This election is crucial for maintaining compliance with the Investment Company Act of 1940, which limits board appointments without shareholder approval.

Why It Matters

This DEF 14A filing is critical for investors as it outlines the proposed composition of the VanEck VIP Trust's Board of Trustees, which directly oversees the management and strategic direction of the VanEck VIP Emerging Markets Bond Fund, VanEck VIP Emerging Markets Fund, VanEck VIP Global Resources Fund, and VanEck VIP Global Gold Fund. The election of new independent trustees, Sara Bonesteel and Kevin Moore, with their deep asset management experience, could enhance governance and potentially improve fund performance, impacting investor returns. For employees, a stable and experienced board provides strategic clarity. In a competitive landscape, a strong board is vital for maintaining investor confidence and ensuring the funds remain attractive compared to rivals like BlackRock or Vanguard's variable insurance products.

Risk Assessment

Risk Level: low — The risk level is low because the filing primarily concerns the routine election of trustees, including two new independent trustees, Sara Bonesteel and Kevin Moore, who bring relevant industry experience. The Board of Trustees unanimously recommends voting FOR ALL nominees, indicating internal alignment. This action is aimed at strengthening governance and ensuring compliance with the Investment Company Act of 1940, rather than introducing significant operational or strategic changes.

Analyst Insight

Investors should vote FOR the proposed slate of trustees to support enhanced governance and the addition of experienced independent directors. This move is a positive step for the VanEck VIP Trust funds, potentially leading to more robust oversight and better long-term performance. Ensure your vote is cast by the December 5, 2025, meeting date.

Key Numbers

• 2025-10-15 — Filing Date (Date the DEF 14A was filed)
• 2025-12-05 — Meeting Date (Date of the special shareholder meeting)
• 10:00 a.m. Eastern time — Meeting Time (Scheduled time for the special shareholder meeting)
• 666 Third Avenue, 9th Floor, New York, NY 10017 — Meeting Location (Principal executive offices of the Trust where the meeting will be held)
• 7 — Number of Trustee Nominees (Total number of individuals proposed for election as trustees)
• 2025-10-08 — Record Date (Date for determining shareholders entitled to vote)
• 2022 — Year of Appointment for Mr. Bhansali (Year Jayesh Bhansali was appointed Trustee without prior shareholder election)
• 2019 — Year of Last Trustee Election (Year of the most recent shareholder election for Mr. Lukomnik, Ms. Pigott, Mr. Short, and Mr. van Eck)
• 1-800-826-2333 — Shareholder Information Phone Number (Contact number for shareholder inquiries about the meeting)
• www.proxyvote.com — Proxy Materials Website (Website where proxy materials are available)

Key Players & Entities

• VanEck VIP Trust (company) — Registrant and issuer of the DEF 14A filing
• Jayesh Bhansali (person) — Current Trustee nominated for election
• Sara Bonesteel (person) — New independent Trustee nominee from Prudential Financial
• Jon Lukomnik (person) — Current Trustee nominated for election
• Kevin Moore (person) — New independent Trustee nominee from Serac Ventures
• Jane DiRenzo Pigott (person) — Current Trustee nominated for election
• R. Alastair Short (person) — Current Trustee nominated for election
• Jan F. van Eck (person) — Current interested Trustee nominated for election
• Jonathan R. Simon (person) — Senior Vice President, Secretary and Chief Legal Officer, VanEck VIP Trust
• Securities and Exchange Commission (regulator) — Regulator overseeing the filing

FAQ

Industry Context

The asset management industry, particularly for mutual funds and variable product sub-accounts, is highly regulated and competitive. Companies like VanEck VIP Trust operate within a landscape where investor trust and strong governance are paramount. The election of qualified trustees with diverse expertise is essential for navigating market volatility, regulatory changes, and evolving investor demands for transparency and performance.

Regulatory Implications

The election of trustees is a fundamental requirement under the Investment Company Act of 1940. Failure to elect a sufficient number of trustees approved by shareholders could lead to non-compliance, potentially impacting the Trust's ability to operate or leading to regulatory scrutiny and penalties.

What Investors Should Do

1. Review the proxy materials carefully.
2. Vote your proxy card or voting instruction card.
3. Note the Record Date of October 8, 2025.

Key Dates

• 2025-10-15: Filing Date of DEF 14A — Indicates when the proxy statement was officially submitted to the SEC, providing shareholders with information about the upcoming meeting.
• 2025-10-08: Record Date — Determines which shareholders are eligible to vote at the special meeting, ensuring only those holding shares on this date are considered.
• 2025-12-05: Special Shareholder Meeting — The date when shareholders will vote on the election of trustees, a critical decision for the governance of the Trust.

Glossary

DEF 14A

A Definitive Proxy Statement filed with the SEC by a company to solicit shareholder votes for a specific corporate action. (This document provides shareholders of VanEck VIP Trust with the necessary information to vote on the election of trustees.)

Trustees

Individuals elected to oversee the management and operations of the Trust, acting in the best interests of shareholders. (The primary purpose of this filing is to elect seven trustees, who will guide the strategic direction and compliance of the VanEck VIP Trust.)

Variable Contracts

Investment products, such as variable annuity contracts and variable life insurance policies, that allow for tax-deferred growth and are funded by underlying investment options like the Funds. (Explains how the Funds are accessed by investors, highlighting that shares are held within separate accounts of participating insurance companies.)

Record Date

A specific date set by the company to determine which shareholders are entitled to receive notice of and vote at a shareholder meeting. (Establishes the cutoff for determining eligible voters for the December 5, 2025, meeting.)

Proxy Card

A document that allows a shareholder to vote their shares by mail, telephone, or internet, authorizing a designated person to vote on their behalf. (Shareholders will use these cards to cast their votes for or against the proposed trustee nominees.)

Voting Instruction Card

A card used by owners of variable contracts to instruct the participating insurance company on how to vote the shares held in the separate account on their behalf. (This is the mechanism for variable contract owners to direct the vote of the Fund shares attributable to their contracts.)

Investment Company Act of 1940

A U.S. federal law that regulates the organization of companies, including mutual funds, that engage in investing and trading securities. (The election of trustees is crucial for maintaining compliance with this act, particularly regarding limitations on board appointments without shareholder approval.)

Year-Over-Year Comparison

This filing is a proxy statement for a special meeting to elect trustees, not an annual report. Therefore, direct year-over-year comparisons of financial metrics like revenue or net income are not applicable. The focus is on governance and compliance, specifically the election of seven trustees, including five incumbents and two new nominees, to ensure the Trust meets regulatory requirements and maintains effective oversight.

Filing Documents

• vvipt-efp18504_def14a.htm (DEF 14A) — 498KB
• pg-01.jpg (GRAPHIC) — 615KB
• pg-02.jpg (GRAPHIC) — 776KB
• 0001133228-25-010876.txt ( ) — 2184KB
• S000009220
• C000025035
• C000025037
• S000009221
• C000025038
• C000025040
• S000009222
• C000025041
• C000025043
• S000040475
• C000125662
• C000125663

From the Filing

DEF 14A 1 vvipt-efp18504_def14a.htm VANECK VIP TRUST - DEF14A 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 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to §240.14a-12 VanEck VIP Trust (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: VanEck VIP Trust VanEck VIP Emerging Markets Bond Fund VanEck VIP Emerging Markets Fund VanEck VIP Global Resources Fund VanEck VIP Global Gold Fund (each, a "Fund," and collectively, the "Funds") 666 Third Avenue, 9th Floor New York, NY 10017 (212) 293-2000 October 15, 2025 Dear Shareholder/Variable Contract Owner: I am writing to let you know that a special meeting of the shareholders of the Funds of VanEck VIP Trust (the "Trust") will be held at 10:00 a.m. Eastern time on December 5, 2025, at the principal executive offices of the Trust, 666 Third Avenue, 9th Floor, New York, New York 10017 (the "Meeting"). I am writing to ask for your vote at the Meeting on the following proposal (the "Proposal"), as well as to transact such other business which may properly come before the Meeting or any adjournment or postponement thereof: Proposal: To elect Jayesh Bhansali, Sara Bonesteel, Jon Lukomnik, Kevin Moore, Jane DiRenzo Pigott, R. Alastair Short, and Jan F. van Eck as trustees of the Trust. The Trust's Board of Trustees recommends that the shareholders of the Funds vote FOR ALL trustee nominees. Each Fund is available for purchase only through variable annuity contracts and variable life insurance policies (collectively, "Variable Contracts") offered by the separate accounts of participating insurance companies ("Participating Insurance Companies"). The Participating Insurance Companies hereby solicit and agree to vote at the Meeting, to the extent required, the shares of the Funds that are held in separate accounts in accordance with timely instructions received from owners of the Variable Contracts who held such contracts as of October 8, 2025 (the "Record Date"). With respect to all shareholders as of the Record Date, the Board of Trustees of the Trust is soliciting your vote. If you are a Variable Contract owner, one or more voting instruction cards are enclosed. If your Variable Contract has amounts allocated to two or more Funds, you will receive a voting instruction card for each such Fund. When you vote your voting instruction card(s), it tells the Participating Insurance Company how you wish to vote the Fund shares attributable to your Variable Contract. If you are a i shareholder, one or more proxy cards are enclosed. The enclosed materials contain information about the Proposal being presented for your consideration. We request your prompt attention and vote by mail using the enclosed voting instruction card(s) or proxy card(s). Detailed information about the Proposal is contained in the enclosed materials. Please review and consider the enclosed materials carefully, and then please take a moment to vote. Attendance at the Meeting will be limited to the shareholders of the Trust as of the Record Date. Photographic identification will be required for admission to the Meeting. Whether or not you plan to attend the Meeting in person, your vote is needed. Shareholders as of the Record Date are entitled to notice of, and to vote at, the Meeting and any adjournment of the Meeting, even if they no longer hold shares of a Fund. Your vote is important no matter how many shares you own. It is important that your vote be received no later than the time of the Meeting. If you are a Variable Contract o

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View this DEF 14A filing on SEC EDGAR