Victory Capital Holdings Inc
2 ballot items.
Stockholders will vote on the proposed issuance of Victory common stock and Series B convertible preferred stock to First Eagle Seller in connection with the acquisition of First Eagle, and on authorizing an adjournment of the special meeting to solicit additional proxies if needed.
On the ballot2
- 1
Approval of Share Issuance Pursuant to the Acquisition
ManagementBoard: FORApprove the issuance to First Eagle Seller of Victory common stock representing 4.9% of Victory's post-issuance outstanding common stock and Series B Non-Voting Convertible Preferred Stock, with the combined equity consideration valued at $2 billion based on a $116.26 per-share reference price, in connection with Victory's acquisition of First Eagle.
More detail
Proposal 1 asks stockholders to approve the issuance of equity consideration to First Eagle Seller as part of Victory’s proposed acquisition of First Eagle. The consideration would include Victory common stock equal to 4.9% of Victory’s post-issuance outstanding common stock and Series B Non-Voting Convertible Preferred Stock. Together, the securities would have an aggregate contractual value of $2 billion based on a $116.26 per-share reference price. Victory is seeking approval primarily because Nasdaq listing rules require stockholder approval when securities issued in an acquisition may equal or exceed 20% of pre-issuance common stock or voting power. The proposal is not itself a condition to closing, so the acquisition could proceed even if stockholders reject it. If approval is not obtained, the transaction would be restructured so common stock and as-converted Series B preferred stock do not exceed 19.9% of outstanding common stock, with the balance of the equity consideration issued as perpetual preferred stock or, subject to limitations, replaced with additional cash. Approval would dilute existing Victory stockholders’ ownership and voting interests, although the Series B preferred stock would generally be non-voting and economically similar to common stock and Series A preferred stock. The board unanimously concluded that the acquisition and related transactions are fair and in the best interests of Victory stockholders, citing strategic expansion, distribution benefits, expected synergies and anticipated earnings accretion. The board therefore recommends that stockholders vote FOR the share issuance proposal.
- 2
Approval of Possible Adjournment of the Special Meeting
ManagementBoard: FORApprove adjournment of the special meeting, whether or not a quorum is present, if necessary or appropriate to solicit additional proxies when there are insufficient votes to approve the share issuance proposal.
More detail
Proposal 2 asks stockholders to authorize adjournment of the special meeting if additional time is needed to obtain proxies for the share issuance proposal. The authority would apply whether or not a quorum is present. Management may use the additional time to solicit new proxies or persuade stockholders who have already voted against the share issuance proposal to change their votes. The proposal is procedural and does not itself approve the acquisition or authorize the share issuance. Approval requires the affirmative vote of a majority of the outstanding common shares present in person or by proxy and entitled to vote. Abstentions have the same effect as votes against, while broker non-votes have no effect assuming a quorum is present. Victory’s merger agreement also permits postponement or adjournment for quorum, proxy solicitation or legal-compliance purposes, subject to specified limitations. The board unanimously recommends approval because adjournment could provide additional time to secure the votes needed for Proposal 1. The board’s recommendation reflects its broader view that the acquisition and share issuance are fair and in the best interests of Victory and its stockholders.
Nominees on the ballot
Top institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 8.1% | 4,953,463 | $416M |
| 2 | Bahl & Gaynor LLC | 4.9% | 3,044,278 | $256M |
| 3 | Amundi | 4.8% | 2,960,024 | $249M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.6% | 2,204,819 | $185M |
| 5 | Crestview Partners II GP, L.P. | 3.2% | 1,995,847 | $168M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.2% | 1,972,454 | $166M |
| 7 | Capital World Investors | 3.2% | 1,951,467 | $164M |
| 8 | STATE STREET CORP | 3.1% | 1,890,321 | $159M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 2.8% | 1,732,434 | $146M |
| 10 | BlackRock, Inc. | 2.2% | 1,371,559 | $115M |
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Frequently asked questions
- When is the Victory Capital Holdings Inc 2026 special meeting?
- Victory Capital Holdings Inc (VCTR) holds its 2026 special shareholder meeting on Tuesday, November 17, 2026.
- What is the record date for the Victory Capital Holdings Inc 2026 meeting?
- The record date for the Victory Capital Holdings Inc 2026 meeting is Thursday, October 1, 2026. Shareholders of record on or before that date are eligible to vote.
- What proposals will shareholders vote on at the Victory Capital Holdings Inc 2026 meeting?
- Shareholders will vote on 2 proposals at the Victory Capital Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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