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Home / Families / Victory Capital / year to 30 June 2025

Form N-PX · fund family · year to 30 June 20257 filers grouped

Victory Capital

One season of the Victory Capital record. The family page shows the latest season.

Vote records reported
223,455year to 30 June 2025
Against management
6.8%14,910 of 219,943 marked votes
Say-on-pay support
89.6%for, of for + against + abstain
Shareholder-proposal support
25.9%for, of for + against + abstain
90.0% for6.7% against3.3% other6.8% against management222,155 votes

foragainstabstain, withhold or otheramber tick: the portion cast against management

In its Form N-PX for the year to 30 June 2025, Victory Capital listed 223,455 vote records. Votes against management made up 6.8% of those marked either way (14,910 of 219,943); the median of the fund families tracked here stood at 7.6%.

Weighted by the number of shares voted, the against-management share is 6.8%. The two figures differ when the votes against management fall on larger or smaller holdings than the rest.

On pay and on shareholder proposals: it voted for 89.6% of the section 14A say-on-pay items it reported (the median of the fund families tracked here: 88.8%) and it voted for 25.9% of the proposals put forward by security holders (the median of the fund families tracked here: 29.5%).

By category, votes against management were most frequent in SHAREHOLDER RIGHTS AND DEFENSES (25.3% of 617), COMPENSATION (16.2% of 13,255) and SECTION 14A SAY-ON-PAY VOTES (10.5% of 16,763).

It reported 337.5 million shares out on loan at record dates, 0.76% of the shares it held or had lent across the meetings it reported. Shares on loan are not voted.

Compared with other filers

Each rate is defined once, in the methodology. The median is taken over 60 families with at least 25 vote records in the season.

year to 30 June 2025This familyMedian familyAll filers pooled
Against-management share6.8%7.6%9.7%
Say-on-pay support rate89.6%88.8%84.3%
Shareholder-proposal support rate25.9%29.5%33.0%
Shares on loan, share of shares held0.76%0.85%2.20%
Largest families, year to 30 June 2026Against managementSay-on-pay supportShareholder-proposal support
Vanguard20.1%94.1%42.0%
BlackRock and iShares7.5%88.3%11.9%
Fidelity6.0%94.7%27.6%
Dimensional16.4%78.9%57.4%
State Street and SPDR16.9%77.1%50.4%

Votes by category

Filers choose one or more categories for each vote, so a vote can appear in more than one row. Category names are printed as Form N-PX defines them.

Category (as the form names it)VotesForAgainstAgainst managementSplit
DIRECTOR ELECTIONS137,895128,6693,3185.9%
SECTION 14A SAY-ON-PAY VOTES16,78214,0261,63610.5%
AUDIT-RELATED17,00616,918730.2%
INVESTMENT COMPANY MATTERS222200.0%
SHAREHOLDER RIGHTS AND DEFENSES7196553725.3%
EXTRAORDINARY TRANSACTIONS1,11699911510.1%
CAPITAL STRUCTURE11,56210,8457036.6%
COMPENSATION13,34910,9982,29716.2%
CORPORATE GOVERNANCE21,36518,8042,4119.7%
ENVIRONMENT OR CLIMATE2,9113302,5810.1%
HUMAN RIGHTS OR HUMAN CAPITAL/WORKFORCE8462495970.8%
DIVERSITY, EQUITY, AND INCLUSION1,6852521,4330.5%
OTHER SOCIAL ISSUES3,0966882,4083.9%
OTHER5053091898.5%

By season

SeasonVote recordsAgainst managementSay-on-pay supportShareholder-proposal supportSplit
year to 30 June 2024227,51810.0%90.1%63.5%
year to 30 June 2025223,4556.8%89.6%25.9%
year to 30 June 2026179,2337.6%89.2%34.2%

Say-on-pay votes against management

Counting one say-on-pay item per company meeting, Victory Capital voted against management on 303 of the 2,606 it marked either way (11.6%) in the year to 30 June 2025. The 40 companies with the most reporting filers are listed.

A further 9 say-on-pay items were reported without a management mark and are left out of both sides of that fraction.

Shareholder proposals it supported

Of 912 proposals from security holders that could be told apart in the filings and on which it cast a vote, Victory Capital voted for 305 (33.4%). The 40 at the companies with the most reporting filers are listed. Titles are the most common wording among filers; where a wording could name a person, the SEC category is printed instead.

CompanyMeetingProposal
Meta Platforms, Inc.28 May 2025A shareholder proposal regarding disclosure of voting results based on class of shares.
Meta Platforms, Inc.28 May 2025A shareholder proposal regarding dual class capital structure.
JPMorgan Chase & Co.20 May 2025Support for an independent board chairman
AbbVie Inc.9 May 2025Stockholder Proposal - to Implement Simple Majority Vote
Netflix, Inc.5 Jun 2025Shareholder proposal: CORPORATE GOVERNANCE
CHEVRON CORPORATION28 May 2025Allow Holders of 10 Percent of Our Common Stock to Call Special Meetings
Adobe Inc.22 Apr 2025Stockholder Proposal Regarding Vote on Golden Parachutes.
Comcast Corporation18 Jun 2025Adopt policy for an independent chair
Texas Instruments Incorporated17 Apr 2025Stockholder proposal to permit a combined 10% of stockholders to call a special meeting.
Intuitive Surgical, Inc.1 May 2025The stockholder proposal that is titled "requesting a shareholder approval requirement for excessive...
Citigroup Inc.29 Apr 2025Stockholder proposal requesting a shareholder vote regarding excessive golden parachutes.
Intel Corporation6 May 2025Stockholder proposal requesting shareholder right to act by written consent
The Charles Schwab Corporation22 May 2025Stockholder proposal requesting declassification of the board of directors
Deere & Company26 Feb 2025Shareholder proposal on a civil rights audit
DUKE ENERGY CORPORATION1 May 2025Shareholder proposal regarding support simple majority vote
LOCKHEED MARTIN CORPORATION9 May 2025Stockholder Proposal Requesting Shareholder Approval Requirement for Excessive Golden Parachutes
United Parcel Service, Inc.8 May 2025To take steps to reduce the voting power of UPS class A stock from 10 votes per share to one vote per share.
PayPal Holdings, Inc.5 Jun 2025Stockholder Proposal - Reduce Threshold to Call Special Meetings of Stockholders.
Booking Holdings Inc.3 Jun 2025Reduce Ownership Threshold for Shareholders to Call Special Meeting
CVS Health Corporation15 May 2025Stockholder Proposal for Reducing the Threshold for Our Stockholder Right to Act By Written Consent.
THE SOUTHERN COMPANY21 May 2025Stockholder proposal regarding simple majority vote
Boston Scientific Corporation1 May 2025Stockholder proposal titled "Support Simple Majority Vote."
Vertex Pharmaceuticals Incorporated14 May 2025Shareholder proposal, if properly presented at the meeting, regarding excessive golden parachutes.
Prologis, Inc.8 May 2025Vote on a stockholder proposal titled "Support a Reasonable Shareholder Ability to Call for a Special...
Autodesk, Inc.16 Jul 2024To consider and vote upon a stockholder proposal, if properly presented at the Annual Meeting, to enable...
The Travelers Companies, Inc.21 May 2025Shareholder proposal relating to ratification of golden parachutes, if presented at the Annual Meeting of...
Illinois Tool Works Inc.2 May 2025A non-binding stockholder proposal, if properly presented at the meeting, for stockholder ratification of...
Air Products and Chemicals, Inc.23 Jan 2025The Mantle Ridge Parties' proposal to repeal any provision of, or amendment to, the Bylaws that the Board...
Otis Worldwide Corporation15 May 2025Shareholder proposal regarding reporting on political contributions and expenditures
Cummins Inc.13 May 2025Require Independent Board Chair
Capital One Financial Corporation8 May 2025Stockholder proposal to require a shareholder vote on golden parachute arrangements.
Marathon Petroleum Corporation30 Apr 2025Shareholder proposal to support a simple majority vote.
Equinix, Inc.21 May 2025Consideration and vote upon a stockholder proposal, if properly presented at the Annual Meeting, related...
Synopsys, Inc.10 Apr 2025To vote on a stockholder proposal regarding shareholder ratification of golden parachutes
Prudential Financial, Inc.13 May 2025Shareholder proposal regarding an Independent Board Chairman.
Cadence Design Systems, Inc.8 May 2025Stockholder proposal regarding political spending.
Marvell Technology, Inc.13 Jun 2025To consider and act on one stockholder proposal, entitled "Independent Board Chairman"
Airbnb, Inc.4 Jun 2025To consider one stockholder proposal regarding voting disclosure
The Kraft Heinz Company8 May 2025Stockholder Proposal - Adopt policy on independent board chair
Delta Air Lines, Inc.19 Jun 2025A shareholder proposal requesting the ability for shareholders to act by written consent.

Shares on loan

Victory Capital reported 337.5 million shares on loan at record dates against 44.15 billion shares voted: 0.76% of the two together. Median family: 0.85%. Shares lent out at the record date cannot be voted by the lender, which is why Form N-PX asks for the figure. More on lending and votes.

Questions

How did Victory Capital vote on executive pay?

In the year to 30 June 2025 Victory Capital reported 15,662 votes in the category SECTION 14A SAY-ON-PAY VOTES that were cast for, against or abstain. 14,026 were for (89.6%), 1,636 against and 0 abstentions. Counting one item per company meeting, it voted against management on 303 of the 2,606 say-on-pay items it marked either way. A further 9 say-on-pay items were reported without a management mark and are not counted in that figure.

How often does Victory Capital vote against management?

6.8% of the time in the year to 30 June 2025: 14,910 of the 219,943 votes it marked as for or against management. Form N-PX asks each filer to state, vote by vote, whether the vote was for or against management's recommendation; this figure counts those marks.

Did Victory Capital support shareholder proposals on climate?

In the category ENVIRONMENT OR CLIMATE it reported 2,585 votes on proposals from security holders in the year to 30 June 2025 and voted for 4 of them (0.2%). Across every category it voted for 25.9% of security-holder proposals. Filers choose the category for each vote, so the same proposal can sit in different categories in different filings.

Is this the result of the meetings?

No. Form N-PX shows how this filer voted the shares it held. It does not show how other shareholders voted or whether a proposal was approved. Companies report certified results separately, on Form 8-K.

Where does the data come from?

From the Form N-PX filings of the registrants and managers grouped under this family on the SEC's EDGAR system, read as filed. The SEC does not verify the contents. Amended filings (N-PX/A) replace the filings they amend. Data on this page runs through 23 Sep 2026.

Back to the Victory Capital family page · All filers in the year to 30 June 2025

Provenance: SEC EDGAR, Form N-PX and N-PX/A filings of the filers grouped under Victory Capital, read as filed and not verified by the SEC. Filings read through 23 Sep 2026; page built 26 Sep 2026.