Good morning, welcome to the Victory Capital 2026 annual meeting of stockholders. I would like to turn the call over to Mr. David Brown, Chairman and Chief Executive Officer, who will preside over today's meeting. Please go ahead, Mr. Chairman.
Good morning. Thank you for joining us for Victory Capital's 2026 Annual Meeting of Stockholders. Before we begin today's formal agenda, I want to take a moment to thank our clients, stockholders, and employees for their continued support. 2025 was a landmark year for Victory Capital. We surpassed $1 billion in annual revenue for the first time in our company's history, reaching $1.3 billion for the full year, delivered record earnings, and ended the year with $317 billion in total client assets. We also successfully closed and integrated our strategic partnership with Amundi, bringing Pioneer Investments onto our platform, a truly transformational milestone that has globalized our business, expanded our reach to clients across more than 60 countries, and strengthened our long-term growth trajectory.
Moving on to the business agenda of today's meeting, we will now attend to the matters outlined in our proxy statement. Following this part of the meeting, we will answer questions that stockholders may have asked online. If you have a question, please enter it in the question field of the meeting portal in the next few minutes. I would like to extend a special welcome to our board members who are joining us online for today's Annual Meeting of Stockholders.
The Victory Capital Holdings board is comprised of the nine following members: Céline Boyer-Chammard, Dominique Carrel-Billiard, Lawrence Davanzo, Robert Delaney Jr., Richard DeMartini, Karin Hirtler-Garvey, Mary Jackson, Alan Rappaport, plus myself. Together, this group brings deep and broad expertise across asset management, finance, and global business, and their counsel and oversight are invaluable to our management team and to the long-term success of Victory Capital.
Complete biographies for each director can be found in our 2026 proxy statement. I would also like to thank our employees for their hard work and dedication on behalf of our clients and shareholders. Joining us this morning are our President, Chief Financial Officer, and Chief Administrative Officer, Michael Policarpo, our Chief Legal Officer, Head of Human Resources Administration, and Corporate Secretary, Nina Gupta, our Executive Vice President, Tom Sipp, our President of Investment Franchises and Solutions Business, Mannik Dhillon, our Director of Investor Relations and Responsible Business, Carly Thomas, who will also be serving as Inspector of Elections, and our Director of Finance, Patrick Grecco, among many others. Please note that the polls are currently open.
If you are a stockholder who has not yet voted or a stockholder who would like to change your vote, you may do so by clicking on the voting button on the web portal and following the instructions. I will turn the meeting over to our President, Chief Financial Officer, and Chief Administrative Officer, Michael Policarpo. Mike?
Thank you, Dave. I would like to add my welcome to our 2026 Annual Meeting of Stockholders and introduce the representatives in attendance from our outside independent auditor, Deloitte & Touche LLP. This morning, we are joined by Lead Partner, Paul Kraft, and Audit Partner, Jill Quinby. This is the formal part of our annual meeting where we address the matter set forth in the proxy statement provided to stockholders. When we are finished, I will turn the floor back to our Chairman for any questions that may have been submitted via the virtual meeting portal. Validated stockholders will be able to ask questions in the designated field on the web portal. Out of consideration for others, I ask that you please limit your questions to the business being conducted at this meeting. During our discussions this morning, we may make forward-looking statements regarding the company's future performance.
I want to remind everyone that actual results could differ materially from those discussed in our forward-looking statements due to a variety of risk factors. We encourage our investors to familiarize themselves with those risk factors, which are detailed in our Form 10-K and other filings which have been filed with the Securities and Exchange Commission and can also be found on our website. We can now proceed with the business of today's annual meeting. Carly Thomas will confirm our mailing procedures and registered stockholders.
Thank you, Mike. I would like to present the affidavit of Broadridge Financial Solutions, pursuant to which Broadridge has confirmed that notice of this meeting and notice of internet availability of proxy materials, including the 2026 proxy statement and our 2025 annual report, were timely distributed to the stockholders of the company.
Thank you, Carly. The affidavit and proxy materials are directed to be filed with the records of the company.
I would also like to present a list of the registered stockholders of the company's common shares as of March 10th, 2026, the record date for this meeting.
Thank you. The list of registered stockholders is directed to be filed with the records of the company. I would like to offer a final opportunity to any registered stockholder who has not yet voted to do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have voted and do not want to change their vote do not need to take any further action. Carly, please present your report regarding the number of common shares present at today's meeting.
There are a minimum of 49,866,261, or 78.2% of the company's common shares present in person or by proxy.
Thank you, Carly. The proxies, substitution of proxies, and ballots presented to the meeting are hereby ordered to be filed with the records of the company. According to Carly's report, a quorum is present so that business may be properly conducted. As set forth in the proxy statement, the business of today's meeting includes three proposals.
Proposal number one is to elect Class 2 directors, each to serve for a three-year term expiring at the annual meeting of stockholders in the year 2029. Proposal number two is to ratify the Audit Committee selection of Deloitte & Touche as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. Proposal number three is a non-binding advisory vote to approve the compensation of our named executive officers. Proceeding to proposal number one, I recognize our Director of Finance, Patrick Grecco, for the purpose of nominating the Class 2 directors. Patrick?
Thank you, Mike. I hereby move that Céline Boyer-Chammard, Mary Jackson, and Alan H. Rappaport be elected as Class 2 directors of the company, each to hold office until the annual meeting of stockholders to be held in the year 2029 and until their successors are duly elected and qualified, or until their earlier death, resignation, or removal.
Is there a second to the motion?
I second the motion and move that voting for the election of directors be closed.
Is there a second to the motion to close the voting?
I second the motion.
Voting for the election of directors is hereby closed. As a person appointed as an official proxy, I report that I have voted in accordance with proxies received from stockholders. Carly, may I have your results of the vote on the proposal of the election of the three Class 2 directors?
Yes. I report that each of the three nominees for election as Class 2 directors received not less than 35,555,117 votes or 83.8% of the shares present at today's meeting.
I hereby declare that Céline Boyer-Chammard, Mary Jackson, and Alan H. Rappaport have been duly elected as Class 2 directors of the company. The meeting will now proceed to consideration of proposal number two. I once again recognize Patrick for the purpose of presenting that proposal.
Thank you. I hereby move that the Audit Committee's selection of Deloitte & Touche as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026, be ratified.
Is there a second to the motion?
I second the motion and move that voting on proposal number two be closed.
Is there a second to the motion to close the voting?
I second the motion.
Voting on proposal number two is hereby closed. As a person appointed as an official proxy, I report that I have voted in accordance with proxies received from stockholders. Carly, may I have your results of the vote on the ratification of Deloitte & Touche LLP?
Yes. I report that the ratification of the Audit Committee's selection of Deloitte & Touche as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026, received not less than 49,793,793 votes, or 78.1% of the total shares outstanding and 99.9% of the shares present at today's meeting.
I hereby declare that the Audit Committee's selection of Deloitte & Touche as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026, has been ratified. Proceeding to proposal number three, I recognize Patrick again for the purpose of presenting that proposal.
Thank you, Mike. I hereby move that the non-binding advisory vote on the compensation of our named executive officers be approved by stockholders.
Is there a second to the motion?
I second the motion and move that voting for the non-binding advisory vote on the compensation of our named executive officers be closed.
Is there a second to the motion to close the voting?
I second the motion.
Voting on the non-binding advisory vote on the compensation of our named executives is hereby closed. As a person appointed as an official proxy, I report that I have voted in accordance with the proxies received from stockholders. Carly, may I have your results of the non-binding advisory vote on the compensation of our named executive officers?
Yes. I report that approval of the non-binding advisory vote on compensation for our named executive officers received not less than 40,403,212 votes, or 63.3% of the total shares outstanding and 95.1% of the shares present at today's meeting.
I hereby declare that the non-binding advisory vote on compensation for named executive officers has been approved. Mr. Chairman, that concludes the formal business portion of the meeting.
Thank you, Mike. I would like to open the meeting at this time for questions from stockholders. Please note that I will answer as many questions as time allows, but only questions germane to the meeting will be addressed.
There have been no questions pertaining to the matters at hand, so I turn the floor back to you, Mr. Chairman.
Thank you all very much for your continued support of Victory Capital. There being no further business to come before this meeting, 2026 Annual Meeting of Stockholders of Victory Capital Holdings is adjourned. Thank you.
The meeting has now concluded. Thank you for joining, and have a pleasant day.