UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 8, 2024
Victory Capital Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | 001-38388 | 32-0402956 |
(State or other jurisdiction | (Commission | (IRS Employer |
of incorporation) | File Number) | Identification No.) |
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15935 La Cantera Parkway; San Antonio, TX |
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(Address of principal executive offices) |
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(216) 898-2400
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, Par Value $0.01 | VCTR | NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
Victory Capital Holdings, Inc. (the “Company”) is filing this Form 8-K/A as an amendment to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on May 8, 2024 (the “Original Filing”). The Original Filing reported the voting results from the Company’s 2024 Annual Meeting of Stockholders. The sole purpose of this Form 8-K/A is to disclose the Company’s determination as to how frequently it will conduct stockholder advisory votes on executive compensation until the next frequency vote. No other changes have been made to the Original Filing.
Item 5.07 Submission of Matters to a Vote of Security Holders.
In light of the results with respect to the advisory resolution on the frequency of the advisory vote on executive compensation, the Company’s Board of Directors determined that the Company will include an advisory vote on executive compensation in the Company’s proxy materials every year.
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.
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| VICTORY CAPITAL HOLDINGS, INC. | ||
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Date: June 25, 2024 |
| By: | /s/ MICHAEL D. POLICARPO |
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| Name: Michael D. Policarpo |
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| Title: President, Chief Financial Officer and Chief Administrative Officer |