UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
December 29, 2023
Date of Report (date of earliest event reported)
Victory Capital Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware
| 001-38388
| 32-0402956
|
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| | | |
| | |
| 15935 La Cantera Parkway; San Antonio, Texas | | 78256
|
| (Address of principal executive offices) | | (Zip Code) |
(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:
| | | |
| 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. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 29, 2023, Milton Berlinski announced his decision to resign from the Board of Directors (the “Board”) of Victory Capital Holdings, Inc. (the “Company”) effective December 31, 2023, after nine years of service. Earlier this year, private equity funds managed by Reverence divested substantially all of their shares in Victory Capital. Following such divestments and after consultation with Victory Capital Chairman and CEO David Brown, Mr. Berlinski has decided to step down from the Board. Mr. Berlinski’s resignation was not a result of any disagreement with the Company. The Company thanks Mr. Berlinski for his service.
Item 7.01. Regulation FD Disclosure.
On December 29, 2023, the Company issued a press release announcing the resignation of Mr. Berlinski as director of the Company’s Board. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
| | | |
| Exhibit | | |
| Number | | Description |
| | |
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.
| | VICTORY CAPITAL HOLDINGS, INC. |
| | |
| | |
| Date: December 29, 2023 | By: | /s/ MICHAEL D. POLICARPO |
| | | Name: Michael D. Policarpo |
| | | Title: President, Chief Financial Officer and Chief Administrative Officer |
