Victory Capital (VCTR) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 6, 2026, with shareholders able to vote electronically and submit questions online.

• Shareholders will vote on the election of Class II directors, ratification of Deloitte & Touche LLP as auditor, and a non-binding advisory vote on executive compensation.

• Proxy materials are provided online, with printed copies available upon request, and voting can be done via Internet, phone, mail, or during the meeting.

Voting matters and shareholder proposals

• Three Class II directors are nominated for election to serve until 2029: Celine Boyer-Chammard, Mary Jackson, and Alan H. Rappaport.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year ending December 31, 2026.

• Advisory vote to approve named executive officer compensation for 2025.

• Shareholders may submit proposals for the 2027 meeting by November 27, 2026, per SEC Rule 14a-8.

Board of directors and corporate governance

• The board consists of nine members divided into three classes, with staggered three-year terms.

• Board committees include Audit, Compensation, and Nominating, each with defined charters and independent directors.

• Richard M. DeMartini serves as Lead Independent Director; the CEO also serves as Chairman.

• Corporate Governance Guidelines and a Code of Business Conduct and Ethics are in place and reviewed annually.

• Board and committee self-evaluations are conducted annually.