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FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number 811-21584
Victory Institutional Funds
(Exact name of registrant as specified in charter)
4900 Tiedeman Road, 4th Floor |
|
|
(Address of principal executive offices) |
| (Zip code) |
Citi Fund Services Ohio, Inc.
4400 Easton Commons, Suite 200
Columbus, Ohio 43219
Registrant’s telephone number, including area code: 866-689-6999
Date of fiscal year end: 10/31
Date of reporting period: 7/1/2018 – 6/30/2019
Item 1. Proxy Voting Record.
******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-21584
Reporting Period: 07/01/2018 - 06/30/2019
VIctory Institutional Portfolios
================= Victory Institutional Diversified Stock Fund =================
APPLE, INC.
Ticker: AAPL Security ID: 037833100
Meeting Date: MAR 01, 2019 Meeting Type: Annual
Record Date: JAN 02, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director James Bell For For Management
1b Elect Director Tim Cook For For Management
1c Elect Director Al Gore For For Management
1d Elect Director Bob Iger For For Management
1e Elect Director Andrea Jung For For Management
1f Elect Director Art Levinson For For Management
1g Elect Director Ron Sugar For For Management
1h Elect Director Sue Wagner For For Management
2 Ratify Ernst & Young LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Proxy Access Amendments Against For Shareholder
5 Disclose Board Diversity and Against Against Shareholder
Qualifications
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ASBURY AUTOMOTIVE GROUP, INC.
Ticker: ABG Security ID: 043436104
Meeting Date: APR 17, 2019 Meeting Type: Annual
Record Date: FEB 28, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Thomas C. DeLoach, Jr. For For Management
1.2 Elect Director Joel Alsfine For For Management
1.3 Elect Director David W. Hult For For Management
1.4 Elect Director Juanita T. James For For Management
1.5 Elect Director Eugene S. Katz For For Management
1.6 Elect Director Philip F. Maritz For For Management
1.7 Elect Director Maureen F. Morrison For For Management
1.8 Elect Director Thomas J. Reddin For For Management
1.9 Elect Director Bridget Ryan-Berman For For Management
2 Approve Omnibus Stock Plan For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Ratify Ernst & Young LLP as Auditors For For Management
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BANK OF AMERICA CORPORATION
Ticker: BAC Security ID: 060505104
Meeting Date: APR 24, 2019 Meeting Type: Annual
Record Date: MAR 04, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Sharon L. Allen For For Management
1b Elect Director Susan S. Bies For For Management
1c Elect Director Jack O. Bovender, Jr. For For Management
1d Elect Director Frank P. Bramble, Sr. For For Management
1e Elect Director Pierre J.P. de Weck For For Management
1f Elect Director Arnold W. Donald For For Management
1g Elect Director Linda P. Hudson For For Management
1h Elect Director Monica C. Lozano For For Management
1i Elect Director Thomas J. May For For Management
1j Elect Director Brian T. Moynihan For For Management
1k Elect Director Lionel L. Nowell, III For For Management
1l Elect Director Clayton S. Rose For For Management
1m Elect Director Michael D. White For For Management
1n Elect Director Thomas D. Woods For For Management
1o Elect Director R. David Yost For For Management
1p Elect Director Maria T. Zuber For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
4 Amend Omnibus Stock Plan For For Management
5 Report on Gender Pay Gap Against For Shareholder
6 Provide Right to Act by Written Consent Against For Shareholder
7 Amend Proxy Access Right Against For Shareholder
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BRISTOL-MYERS SQUIBB COMPANY
Ticker: BMY Security ID: 110122108
Meeting Date: APR 12, 2019 Meeting Type: Proxy Contest
Record Date: MAR 01, 2019
# Proposal Mgt Rec Vote Cast Sponsor
Management Proxy None
1 Issue Shares in Connection with Merger For For Management
2 Adjourn Meeting For For Management
# Proposal Diss Rec Vote Cast Sponsor
Dissident Proxy (Blue Proxy Card) None
1 Issue Shares in Connection with Merger Against Did Not Vote Management
2 Adjourn Meeting Against Did Not Vote Management
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BROADCOM INC.
Ticker: AVGO Security ID: 11135F101
Meeting Date: APR 01, 2019 Meeting Type: Annual
Record Date: FEB 11, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Hock E. Tan For For Management
1b Elect Director Henry Samueli For For Management
1c Elect Director Eddy W. Hartenstein For For Management
1d Elect Director Diane M. Bryant For For Management
1e Elect Director Gayla J. Delly For For Management
1f Elect Director Check Kian Low For For Management
1g Elect Director Peter J. Marks For For Management
1h Elect Director Harry L. You For For Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
3 Amend Qualified Employee Stock For For Management
Purchase Plan
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
CELGENE CORPORATION
Ticker: CELG Security ID: 151020104
Meeting Date: APR 12, 2019 Meeting Type: Special
Record Date: MAR 01, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Adjourn Meeting For For Management
3 Advisory Vote on Golden Parachutes For Against Management
--------------------------------------------------------------------------------
CIGNA CORP.
Ticker: CI Security ID: 125509109
Meeting Date: AUG 24, 2018 Meeting Type: Special
Record Date: JUL 10, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Adjourn Meeting For For Management
--------------------------------------------------------------------------------
CIGNA CORPORATION
Ticker: CI Security ID: 125523100
Meeting Date: APR 24, 2019 Meeting Type: Annual
Record Date: FEB 25, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director David M. Cordani For For Management
1.2 Elect Director William J. DeLaney For For Management
1.3 Elect Director Eric J. Foss For For Management
1.4 Elect Director Elder Granger For For Management
1.5 Elect Director Isaiah Harris, Jr. For For Management
1.6 Elect Director Roman Martinez, IV For For Management
1.7 Elect Director Kathleen M. Mazzarella For For Management
1.8 Elect Director Mark B. McClellan For For Management
1.9 Elect Director John M. Partridge For For Management
1.10 Elect Director William L. Roper For For Management
1.11 Elect Director Eric C. Wiseman For For Management
1.12 Elect Director Donna F. Zarcone For For Management
1.13 Elect Director William D. Zollars For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
4 Provide Right to Act by Written Consent Against For Shareholder
5 Report on Cyber Risk *Withdrawn None None Shareholder
Resolution*
6 Report on Gender Pay Gap Against For Shareholder
--------------------------------------------------------------------------------
CISCO SYSTEMS, INC.
Ticker: CSCO Security ID: 17275R102
Meeting Date: DEC 12, 2018 Meeting Type: Annual
Record Date: OCT 15, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director M. Michele Burns For For Management
1b Elect Director Michael D. Capellas For For Management
1c Elect Director Mark Garrett For For Management
1d Elect Director Kristina M. Johnson For For Management
1e Elect Director Roderick C. McGeary For For Management
1f Elect Director Charles H. Robbins For For Management
1g Elect Director Arun Sarin For For Management
1h Elect Director Brenton L. Saunders For For Management
1i Elect Director Steven M. West For For Management
2 Amend Qualified Employee Stock For For Management
Purchase Plan
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
5 Require Independent Board Chairman Against Against Shareholder
6 Adjust Executive Compensation Metrics Against Against Shareholder
for Share Buybacks
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COSTCO WHOLESALE CORP.
Ticker: COST Security ID: 22160K105
Meeting Date: JAN 24, 2019 Meeting Type: Annual
Record Date: NOV 19, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Hamilton E. James For For Management
1.2 Elect Director John W. Stanton For For Management
1.3 Elect Director Mary Agnes (Maggie) For For Management
Wilderotter
2 Ratify KPMG LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Approve Omnibus Stock Plan For Against Management
5 Declassify the Board of Directors For For Management
6 Reduce Supermajority Vote Requirement For For Management
7 Report on Human Rights Risk Assessment Against For Shareholder
Process
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DXC TECHNOLOGY COMPANY
Ticker: DXC Security ID: 23355L106
Meeting Date: AUG 15, 2018 Meeting Type: Annual
Record Date: JUN 18, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Mukesh Aghi For For Management
1b Elect Director Amy E. Alving For For Management
1c Elect Director David L. Herzog For For Management
1d Elect Director Sachin Lawande For For Management
1e Elect Director J. Michael Lawrie For For Management
1f Elect Director Mary L. Krakauer For For Management
1g Elect Director Julio A. Portalatin For For Management
1h Elect Director Peter Rutland For For Management
1i Elect Director Manoj P. Singh For For Management
1j Elect Director Robert F. Woods For For Management
2 Ratify Deloitte & Touche LLP as For For Management
Auditors
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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EXPRESS SCRIPTS HOLDING CO.
Ticker: ESRX Security ID: 30219G108
Meeting Date: AUG 24, 2018 Meeting Type: Special
Record Date: JUL 12, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Adjourn Meeting For For Management
3 Advisory Vote on Golden Parachutes For Against Management
--------------------------------------------------------------------------------
FCB FINANCIAL HOLDINGS, INC.
Ticker: FCB Security ID: 30255G103
Meeting Date: NOV 29, 2018 Meeting Type: Special
Record Date: OCT 24, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Advisory Vote on Golden Parachutes For Against Management
3 Adjourn Meeting For For Management
--------------------------------------------------------------------------------
FEDEX CORP.
Ticker: FDX Security ID: 31428X106
Meeting Date: SEP 24, 2018 Meeting Type: Annual
Record Date: JUL 30, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John A. Edwardson For For Management
1.2 Elect Director Marvin R. Ellison For For Management
1.3 Elect Director Susan Patricia Griffith For For Management
1.4 Elect Director John C. (Chris) Inglis For For Management
1.5 Elect Director Kimberly A. Jabal For For Management
1.6 Elect Director Shirley Ann Jackson For For Management
1.7 Elect Director R. Brad Martin For For Management
1.8 Elect Director Joshua Cooper Ramo For For Management
1.9 Elect Director Susan C. Schwab For For Management
1.10 Elect Director Frederick W. Smith For For Management
1.11 Elect Director David P. Steiner For For Management
1.12 Elect Director Paul S. Walsh For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Ernst & Young LLP as Auditors For For Management
4 Report on Lobbying Payments and Policy Against For Shareholder
5 Provide Right to Act by Written Consent Against For Shareholder
6 Bylaw Amendment Confirmation by Against Against Shareholder
Shareholders
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HCA HEALTHCARE, INC.
Ticker: HCA Security ID: 40412C101
Meeting Date: APR 26, 2019 Meeting Type: Annual
Record Date: MAR 07, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Thomas F. Frist, III For For Management
1b Elect Director Samuel N. Hazen For For Management
1c Elect Director Meg G. Crofton For For Management
1d Elect Director Robert J. Dennis For For Management
1e Elect Director Nancy-Ann DeParle For For Management
1f Elect Director William R. Frist For For Management
1g Elect Director Charles O. Holliday, Jr. For For Management
1h Elect Director Geoffrey G. Meyers For For Management
1i Elect Director Michael W. Michelson For For Management
1j Elect Director Wayne J. Riley For For Management
1k Elect Director John W. Rowe For For Management
2 Ratify Ernst & Young LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Eliminate Supermajority Vote For For Management
Requirement
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INNOVIVA, INC.
Ticker: INVA Security ID: 45781M101
Meeting Date: APR 24, 2019 Meeting Type: Annual
Record Date: MAR 08, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director George W. Bickerstaff, For For Management
III
1b Elect Director Mark DiPaolo For For Management
1c Elect Director Jules Haimovitz For For Management
1d Elect Director Odysseas D. Kostas For For Management
1e Elect Director Sarah J. Schlesinger For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Grant Thornton LLP as Auditor For For Management
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J.B. HUNT TRANSPORT SERVICES, INC.
Ticker: JBHT Security ID: 445658107
Meeting Date: APR 18, 2019 Meeting Type: Annual
Record Date: FEB 12, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Douglas G. Duncan For For Management
1.2 Elect Director Francesca M. Edwardson For For Management
1.3 Elect Director Wayne Garrison For For Management
1.4 Elect Director Sharilyn S. Gasaway For For Management
1.5 Elect Director Gary C. George For For Management
1.6 Elect Director J. Bryan Hunt, Jr. For For Management
1.7 Elect Director Coleman H. Peterson For For Management
1.8 Elect Director John N. Roberts, III For For Management
1.9 Elect Director James L. Robo For For Management
1.10 Elect Director Kirk Thompson For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Ernst & Young LLP as Auditors For For Management
4 Report on Political Contributions Against For Shareholder
--------------------------------------------------------------------------------
JOHNSON & JOHNSON
Ticker: JNJ Security ID: 478160104
Meeting Date: APR 25, 2019 Meeting Type: Annual
Record Date: FEB 26, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Mary C. Beckerle For For Management
1b Elect Director D. Scott Davis For For Management
1c Elect Director Ian E. L. Davis For For Management
1d Elect Director Jennifer A. Doudna For For Management
1e Elect Director Alex Gorsky For For Management
1f Elect Director Marillyn A. Hewson For For Management
1g Elect Director Mark B. McClellan For For Management
1h Elect Director Anne M. Mulcahy For For Management
1i Elect Director William D. Perez For For Management
1j Elect Director Charles Prince For For Management
1k Elect Director A. Eugene Washington For For Management
1l Elect Director Ronald A. Williams For For Management
2 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
3 Ratify PricewaterhouseCoopers LLP as For For Management
Auditor
4 Clawback Disclosure of Recoupment Against For Shareholder
Activity from Senior Officers
5 Report on Integrating Risks Related to Against For Shareholder
Drug Pricing into Senior Executive
Compensation
--------------------------------------------------------------------------------
MCKESSON CORPORATION
Ticker: MCK Security ID: 58155Q103
Meeting Date: JUL 25, 2018 Meeting Type: Annual
Record Date: MAY 31, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director N. Anthony Coles For For Management
1b Elect Director John H. Hammergren For For Management
1c Elect Director M. Christine Jacobs For For Management
1d Elect Director Donald R. Knauss For For Management
1e Elect Director Marie L. Knowles For For Management
1f Elect Director Bradley E. Lerman For For Management
1g Elect Director Edward A. Mueller For For Management
1h Elect Director Susan R. Salka For For Management
2 Ratify Deloitte & Touche LLP as For For Management
Auditors
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Report on Lobbying Payments and Policy Against For Shareholder
5 Pro-rata Vesting of Equity Awards Against For Shareholder
6 Use GAAP for Executive Compensation Against Against Shareholder
Metrics
7 Reduce Ownership Threshold for Against Against Shareholder
Shareholders to Call Special Meeting
--------------------------------------------------------------------------------
MICROSOFT CORP.
Ticker: MSFT Security ID: 594918104
Meeting Date: NOV 28, 2018 Meeting Type: Annual
Record Date: SEP 26, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William H. Gates, III For For Management
1.2 Elect Director Reid G. Hoffman For For Management
1.3 Elect Director Hugh F. Johnston For For Management
1.4 Elect Director Teri L. List-Stoll For For Management
1.5 Elect Director Satya Nadella For For Management
1.6 Elect Director Charles H. Noski For For Management
1.7 Elect Director Helmut Panke For For Management
1.8 Elect Director Sandra E. Peterson For For Management
1.9 Elect Director Penny S. Pritzker For For Management
1.10 Elect Director Charles W. Scharf For For Management
1.11 Elect Director Arne M. Sorenson For For Management
1.12 Elect Director John W. Stanton For For Management
1.13 Elect Director John W. Thompson For For Management
1.14 Elect Director Padmasree Warrior For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Deloitte & Touche LLP as For For Management
Auditors
--------------------------------------------------------------------------------
REGIONS FINANCIAL CORPORATION
Ticker: RF Security ID: 7591EP100
Meeting Date: APR 24, 2019 Meeting Type: Annual
Record Date: FEB 25, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Carolyn H. Byrd For For Management
1b Elect Director Don DeFosset For For Management
1c Elect Director Samuel A. Di Piazza, Jr. For For Management
1d Elect Director Eric C. Fast For For Management
1e Elect Director Zhanna Golodryga For For Management
1f Elect Director John D. Johns For For Management
1g Elect Director Ruth Ann Marshall For For Management
1h Elect Director Charles D. McCrary For For Management
1i Elect Director James T. Prokopanko For For Management
1j Elect Director Lee J. Styslinger, III For For Management
1k Elect Director Jose S. Suquet For For Management
1l Elect Director John M. Turner, Jr. For For Management
1m Elect Director Timothy Vines For For Management
2 Ratify Ernst & Young LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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SERVISFIRST BANCSHARES, INC.
Ticker: SFBS Security ID: 81768T108
Meeting Date: APR 17, 2019 Meeting Type: Annual
Record Date: FEB 22, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Thomas A. Broughton, III For For Management
1.2 Elect Director J. Richard Cashio For For Management
1.3 Elect Director James J. Filler For For Management
1.4 Elect Director Michael D. Fuller For For Management
1.5 Elect Director Hatton C. V. Smith For For Management
1.6 Elect Director Irma L. Tuder For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Dixon Hughes Goodman LLP as For For Management
Auditor
--------------------------------------------------------------------------------
SVB FINANCIAL GROUP
Ticker: SIVB Security ID: 78486Q101
Meeting Date: APR 25, 2019 Meeting Type: Annual
Record Date: FEB 25, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Greg W. Becker For For Management
1.2 Elect Director Eric A. Benhamou For For Management
1.3 Elect Director John S. Clendening For For Management
1.4 Elect Director Roger F. Dunbar For For Management
1.5 Elect Director Joel P. Friedman For For Management
1.6 Elect Director Kimberly A. Jabal For For Management
1.7 Elect Director Jeffrey N. Maggioncalda For For Management
1.8 Elect Director Mary J. Miller For For Management
1.9 Elect Director Kate D. Mitchell For For Management
1.10 Elect Director John F. Robinson For For Management
1.11 Elect Director Garen K. Staglin For For Management
2 Eliminate Cumulative Voting For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Amend Omnibus Stock Plan For For Management
5 Ratify KPMG LLP as Auditors For For Management
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SYNOVUS FINANCIAL CORP.
Ticker: SNV Security ID: 87161C501
Meeting Date: APR 24, 2019 Meeting Type: Annual
Record Date: FEB 21, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1A Elect Director Tim E. Bentsen For For Management
1B Elect Director F. Dixon Brooke, Jr. For For Management
1C Elect Director Stephen T. Butler For For Management
1D Elect Director Elizabeth W. Camp For For Management
1E Elect Director Diana M. Murphy For For Management
1F Elect Director Harris Pastides For For Management
1G Elect Director Joseph J. Prochaska, Jr. For For Management
1H Elect Director John L. Stallworth For For Management
1I Elect Director Kessel D. Stelling For For Management
1J Elect Director Barry L. Storey For For Management
1K Elect Director Teresa White For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify KPMG LLP as Auditor For For Management
--------------------------------------------------------------------------------
SYSCO CORP.
Ticker: SYY Security ID: 871829107
Meeting Date: NOV 16, 2018 Meeting Type: Annual
Record Date: SEP 17, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Thomas L. Bene For For Management
1b Elect Director Daniel J. Brutto For For Management
1c Elect Director John M. Cassaday For For Management
1d Elect Director Joshua D. Frank For For Management
1e Elect Director Larry C. Glasscock For For Management
1f Elect Director Bradley M. Halverson For For Management
1g Elect Director John M. Hinshaw For For Management
1h Elect Director Hans-Joachim Koerber For For Management
1i Elect Director Nancy S. Newcomb For For Management
1j Elect Director Nelson Peltz For For Management
1k Elect Director Edward D. Shirley For For Management
1l Elect Director Sheila G. Talton For For Management
2 Approve Omnibus Stock Plan For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Ratify Ernst & Young LLP as Auditors For For Management
5 Limit Accelerated Vesting of Equity Against For Shareholder
Awards Upon a Change in Control
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TD AMERITRADE HOLDING CORP.
Ticker: AMTD Security ID: 87236Y108
Meeting Date: FEB 13, 2019 Meeting Type: Annual
Record Date: DEC 17, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Bharat B. Masrani For For Management
1.2 Elect Director Irene R. Miller For For Management
1.3 Elect Director Todd M. Ricketts For For Management
1.4 Elect Director Allan R. Tessler For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Ernst & Young LLP as Auditors For For Management
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THE BOEING COMPANY
Ticker: BA Security ID: 097023105
Meeting Date: APR 29, 2019 Meeting Type: Annual
Record Date: FEB 28, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Robert A. Bradway For For Management
1b Elect Director David L. Calhoun For For Management
1c Elect Director Arthur D. Collins, Jr. For For Management
1d Elect Director Edmund P. Giambastiani, For For Management
Jr.
1e Elect Director Lynn J. Good For For Management
1f Elect Director Nikki R. Haley For For Management
1g Elect Director Lawrence W. Kellner For For Management
1h Elect Director Caroline B. Kennedy For For Management
1i Elect Director Edward M. Liddy For For Management
1j Elect Director Dennis A. Muilenburg For For Management
1k Elect Director Susan C. Schwab For For Management
1l Elect Director Ronald A. Williams For For Management
1m Elect Director Mike S. Zafirovski For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Deloitte & Touche LLP as For For Management
Auditors
4 Report on Lobbying Payments and Policy Against For Shareholder
5 Adjust Executive Compensation Metrics Against Against Shareholder
for Share Buybacks
6 Require Independent Board Chairman Against For Shareholder
7 Amend Proxy Access Right Against For Shareholder
8 Adopt Share Retention Policy For Against Against Shareholder
Senior Executives
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THE WALT DISNEY CO.
Ticker: DIS Security ID: 254687106
Meeting Date: MAR 07, 2019 Meeting Type: Annual
Record Date: JAN 07, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Susan E. Arnold For For Management
1b Elect Director Mary T. Barra For For Management
1c Elect Director Safra A. Catz For For Management
1d Elect Director Francis A. deSouza For For Management
1e Elect Director Michael Froman For For Management
1f Elect Director Robert A. Iger For For Management
1g Elect Director Maria Elena Lagomasino For For Management
1h Elect Director Mark G. Parker For For Management
1i Elect Director Derica W. Rice For For Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
3 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
4 Report on Lobbying Payments and Policy Against For Shareholder
5 Assess Feasibility of Cyber Security Against For Shareholder
and Data Privacy as a Performance
Measure for Senior Executive
Compensation
--------------------------------------------------------------------------------
VALERO ENERGY CORPORATION
Ticker: VLO Security ID: 91913Y100
Meeting Date: APR 30, 2019 Meeting Type: Annual
Record Date: MAR 05, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1A Elect Director H. Paulett Eberhart For For Management
1B Elect Director Joseph W. Gorder For For Management
1C Elect Director Kimberly S. Greene For For Management
1D Elect Director Deborah P. Majoras For For Management
1E Elect Director Donald L. Nickles For For Management
1F Elect Director Philip J. Pfeiffer For For Management
1G Elect Director Robert A. Profusek For For Management
1H Elect Director Stephen M. Waters For For Management
1I Elect Director Randall J. Weisenburger For For Management
1J Elect Director Rayford Wilkins, Jr. For For Management
2 Ratify KPMG LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
VISA, INC.
Ticker: V Security ID: 92826C839
Meeting Date: JAN 29, 2019 Meeting Type: Annual
Record Date: NOV 30, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Lloyd A. Carney For For Management
1b Elect Director Mary B. Cranston For For Management
1c Elect Director Francisco Javier For For Management
Fernandez-Carbajal
1d Elect Director Alfred F. Kelly, Jr. For For Management
1e Elect Director John F. Lundgren For For Management
1f Elect Director Robert W. Matschullat For For Management
1g Elect Director Denise M. Morrison For For Management
1h Elect Director Suzanne Nora Johnson For For Management
1i Elect Director John A.C. Swainson For For Management
1j Elect Director Maynard G. Webb, Jr. For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify KPMG LLP as Auditors For For Management
--------------------------------------------------------------------------------
ZIONS BANCORPORATION
Ticker: ZION Security ID: 989701107
Meeting Date: SEP 14, 2018 Meeting Type: Special
Record Date: JUL 19, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Restructuring Plan For For Management
2 Adjourn Meeting For For Management
A Other Business For Against Management
========== END NPX REPORT
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) | Victory Institutional Funds |
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By (Signature and Title)* | /s/ Christopher K. Dyer, President |
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| Christopher K. Dyer |
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Date | August 8, 2019 |
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*Print the name and title of each signing officer under his or her signature.