Victory Board approves plan to phase out dual-class share structure


SAN ANTONIO – (COMMERCIAL THREAD) – Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today announced that its board of directors has approved amendments to its corporate charter and articles of association in order to eliminate the dual class share structure of the Company. The modification of the charter is subject to the approval of the shareholders at an extraordinary shareholders’ meeting scheduled for November 19, 2021.

David Brown, President and CEO of Victory Capital, said: “We believe that all shareholders will benefit from the elimination of the dual-class share structure by aligning voting rights with the economic interests of all shareholders. Simplifying the capital structure of the Company such that all shareholders of the Company own a single class of common shares will also reduce the cost and complexity associated with the current capital structure of the Company. In addition, this change is likely to improve the index eligibility of our stocks and broaden investor attractiveness for active and passive investors, which may broaden the shareholder base of the Company.

Currently, the Company has two classes of ordinary shares: Class A ordinary shares and Class B ordinary shares. The rights of the holders of Class A and Class B shares are identical, except for the rights of voting and conversion. Each Class A share carries the right to one vote and each Class B share is entitled to ten votes. Class B shares are currently convertible at any time, at the option of the holder, into one class A share.

The Company will file a preliminary proxy statement for a special meeting of shareholders to be held on November 19, 2021. The principal holders of Class B shares of the Company, as well as the Shareholders’ Committee of the Company’s employees, who collectively control the majority of the Company’s voting shares, have indicated their intention to vote in favor of the proposal eliminating the dual-class share structure. Upon approval of the charter amendment, each Class B share would be converted into one Class A share.

About Victory Capital

Victory Capital is a global, diversified asset management firm with $ 164.9 billion in assets under management as of August 31, 2021. The Company operates a next-generation business model combining boutique investment qualities with the benefits of ‘a fully integrated and centralized operating and distribution platform.

Victory Capital offers specialized investment strategies to institutions, intermediaries, retirement platforms and individual investors. With 10 standalone investment franchises and a solutions platform, Victory Capital offers a wide range of investment styles and investment vehicles, including actively managed mutual funds, separately managed accounts, ETFs assets, multi-asset class strategies, tailor-made solutions and a 529 College. Savings plan.

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This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may include, without limitation, any statement preceded, followed or including words such as “target”, “believe “,” Expect “,” aim “,” intend “,” may “,” anticipate “,” assume “,” budget “,” continue “,”,, “” potential “,” foresee “,” project “,” will “,” may have “,” likely “,” should “,” should “,” could “and other words and terms of similar meaning or the negative thereof. forward-looking statements involve known and unknown risks, uncertainties and other material factors beyond the control of Victory Capital, such as the COVID-19 pandemic and its effects on our business, operations and financial results going forward , as indicated in the documents filed by Victory Capital with the SEC. , which could cause the actual results, performance or achievements of Victory Capital to differ materially from the expected results, performance or achievements expressed or implied by such forward-looking statements.

While it is not possible to identify all of these risks and factors, they include, among others, the following: reductions in assets under management based on investment performance, client withdrawals, difficult market conditions and other factors such as a pandemic; the nature of the Company’s contracts and investment advisory agreements; the Company’s ability to maintain historic returns and support its historic growth; the Company’s dependence on third parties to market its strategies and provide products or services for the operation of its business; the Company’s ability to retain key investment professionals or members of its management team; the Company’s dependence on the technological systems supporting its operations; the Company’s ability to successfully acquire and integrate new companies; the concentration of the Company’s investments on long-only small and mid-capitalization equities and on US clients; the risks and uncertainties associated with non-US investments; the Company’s efforts to establish and develop new teams and strategies; the ability of the Company’s investment teams to identify appropriate investment opportunities; the Company’s ability to limit employee misconduct; the Company’s ability to comply with the guidelines set by its clients; the Company’s exposure to potential litigation (including administrative or tax proceedings) or regulatory actions; the Company’s ability to implement effective information and cybersecurity policies, procedures and capabilities; the Company’s significant indebtedness; the potential impairment of goodwill and intangible assets of the Company; disruption of the operations of third parties whose functions are an integral part of the Company’s ETF platform; the Company’s determination that Victory Capital is not required to register as an “investment company” under the 1940 Act; fluctuations in the Company’s expenses; the Company’s ability to respond to recent trends in the investment management industry; the level of regulation of management companies and the Company’s ability to respond to regulatory changes; the competitiveness of the investment management industry; the dual class structure of the Company’s ordinary shares; the level of control over the company held by Crestview GP; the Company’s status as an emerging growth company and a controlled company; and other risks and factors listed under “Risk Factors” and elsewhere in the Company’s filings with the SEC.

These forward-looking statements are based on numerous assumptions about Victory Capital’s current and future business strategies and the environment in which it will operate in the future. Any forward-looking statement made in this press release speaks only as of the date hereof. Except as required by law, Victory Capital assumes no obligation to update these forward-looking statements or to update the reasons why actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available. become available in the future.

Additional information and where to find it

The proposed amendment to the Company’s charter will be submitted to the Company’s shareholders for review. In this regard, the Company will file a proxy in Schedule 14A with the Securities and Exchange Commission (the “SEC”), which will be mailed or otherwise made available to each shareholder entitled to vote at the Meeting. extraordinary. BEFORE MAKING ANY VOTING DECISIONS, VICTORY SHAREHOLDERS AND OTHER INVESTORS ARE INVITED TO READ THESE DOCUMENTS (INCLUDING ANY CHANGES OR SUPPLEMENTS TO THEM) AND ANY OTHER RELEVANT DOCUMENTS FILED WITH REGARD TO THE SEC. PROPOSED TO THE CHARTER THE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED MODIFICATION. Victory Capital shareholders and other investors may obtain free copies of the Proxy Circular and other relevant documents (when available), as well as other documents filed by the Company with the SEC, on the SEC website (

The directors and officers of Victory Capital may be considered participants in the solicitation of proxies from the shareholders of Victory Capital in connection with the proposed amendment to the charter. Information regarding the directors and officers of Victory Capital is included in the Company’s proxy circular for its 2021 annual meeting of shareholders, which was filed with the SEC on April 7, 2021. These documents are available free of charge. as described in the previous paragraph.


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