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Victory Variable Insurance Funds II
fund voting report, part of Victory Capital
- Vote records reported
- 3,193year to 30 June 2026
- Against management
- 6.7%215 of 3,189 marked votes
- Say-on-pay support
- 94.4%for, of for + against + abstain
- Shareholder-proposal support
- 32.0%for, of for + against + abstain
foragainstabstain, withhold or otheramber tick: the portion cast against management
In its Form N-PX for the year to 30 June 2026, Victory Variable Insurance Funds II listed 3,193 vote records. Votes against management made up 6.7% of those marked either way (215 of 3,189); the median fund registrant stood at 6.2%.
Weighted by the number of shares voted, the against-management share is 7.1%. 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 94.4% of the section 14A say-on-pay items it reported (the median fund registrant: 91.6%) and it voted for 32.0% of the proposals put forward by security holders (the median fund registrant: 27.5%).
By category, votes against management were most frequent in CORPORATE GOVERNANCE (26.0% of 223), CAPITAL STRUCTURE (25.0% of 56) and COMPENSATION (13.4% of 119).
Compared with other filers
Each rate is defined once, in the methodology. The median is taken over 1,241 fund registrants with at least 25 vote records in the season.
| year to 30 June 2026 | This filer | Median fund registrant | All filers pooled |
|---|---|---|---|
| Against-management share | 6.7% | 6.2% | 10.6% |
| Say-on-pay support rate | 94.4% | 91.6% | 86.0% |
| Shareholder-proposal support rate | 32.0% | 27.5% | 33.9% |
| Shares on loan, share of shares held | 0.00% | 0.00% | 3.12% |
| Largest families, year to 30 June 2026 | Against management | Say-on-pay support | Shareholder-proposal support |
|---|---|---|---|
| Vanguard | 20.1% | 94.1% | 42.0% |
| BlackRock and iShares | 7.5% | 88.3% | 11.9% |
| Fidelity | 6.0% | 94.7% | 27.6% |
| Dimensional | 16.4% | 78.9% | 57.4% |
| State Street and SPDR | 16.9% | 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) | Votes | For | Against | Against management | Split |
|---|---|---|---|---|---|
| DIRECTOR ELECTIONS | 2,199 | 2,088 | 40 | 5.0% | |
| SECTION 14A SAY-ON-PAY VOTES | 246 | 220 | 13 | 5.7% | |
| AUDIT-RELATED | 249 | 249 | 0 | 0.0% | |
| SHAREHOLDER RIGHTS AND DEFENSES | 18 | 16 | 2 | 43.8% | |
| EXTRAORDINARY TRANSACTIONS | 12 | 10 | 2 | 16.7% | |
| CAPITAL STRUCTURE | 56 | 48 | 8 | 25.0% | |
| COMPENSATION | 119 | 100 | 19 | 13.4% | |
| CORPORATE GOVERNANCE | 224 | 180 | 44 | 26.0% | |
| ENVIRONMENT OR CLIMATE | 48 | 2 | 46 | 0.0% | |
| HUMAN RIGHTS OR HUMAN CAPITAL/WORKFORCE | 11 | 2 | 9 | 0.0% | |
| DIVERSITY, EQUITY, AND INCLUSION | 21 | 2 | 19 | 0.0% | |
| OTHER SOCIAL ISSUES | 62 | 5 | 57 | 3.2% | |
| OTHER | 1 | 0 | 1 | not reported |
By season
| Season | Vote records | Against management | Say-on-pay support | Shareholder-proposal support | Split |
|---|---|---|---|---|---|
| year to 30 June 2025 | 3,018 | 6.5% | 87.5% | 20.1% | |
| year to 30 June 2026 | 3,193 | 6.7% | 94.4% | 32.0% |
Say-on-pay votes against management
Counting one say-on-pay item per company meeting, Victory Variable Insurance Funds II voted against management on 13 of the 198 it marked either way (6.6%) in the year to 30 June 2026.
- Alphabet Inc. 5 Jun 2026
- Broadcom Inc. 20 Apr 2026
- Oracle Corporation 18 Nov 2025
- Wells Fargo & Company 28 Apr 2026
- The Goldman Sachs Group, Inc. 29 Apr 2026
- Comcast Corporation 10 Jun 2026
- Palo Alto Networks, Inc. 9 Dec 2025
- Cloudflare, Inc. 30 Jun 2026
- Roblox Corporation 28 May 2026
- DraftKings Inc. 12 May 2026
- IonQ, Inc. 16 Jun 2026
- Maplebear Inc. 22 May 2026
- Miami International Holdings, Inc. 16 Jun 2026
Shareholder proposals it supported
Of 149 proposals from security holders that could be told apart in the filings and on which it cast a vote, Victory Variable Insurance Funds II voted for 47 (31.5%). 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.
| Company | Meeting | Proposal |
|---|---|---|
| NVIDIA Corporation | 24 Jun 2026 | Approval of a non-binding stockholder proposal requesting the replacement of supermajority voting... |
| Alphabet Inc. | 5 Jun 2026 | Shareholder proposal regarding equal shareholder voting |
| Visa Inc. | 27 Jan 2026 | Shareholder proposal on shareholder right to act by written consent. |
| JPMorgan Chase & Co. | 19 May 2026 | Independent board chairman |
| Eli Lilly and Company | 4 May 2026 | Shareholder proposal to adopt a policy and amend the bylaws to require an independent board chair. |
| Bank of America Corporation | 4 May 2026 | Shareholder proposal requesting independent board chair |
| Advanced Micro Devices, Inc. | 13 May 2026 | Stockholder proposal requesting changes to the stockholder right to call a special meeting. |
| QUALCOMM Incorporated | 17 Mar 2026 | Stockholder proposal entitled "Shareholder Ability to Call for a Special Meeting." |
| International Business Machines Corporation | 28 Apr 2026 | Stockholder Proposal Requesting a Right to Act by Written Consent |
| Wells Fargo & Company | 28 Apr 2026 | Require Independent Board Chair |
| Wells Fargo & Company | 28 Apr 2026 | Shareholder Proposal - Govern by Majority Vote. |
| ServiceNow, Inc. | 21 May 2026 | Shareholder proposal regarding shareholder right to act by written consent. |
| Texas Instruments Incorporated | 16 Apr 2026 | Stockholder proposal to permit stockholders to act by written consent. |
| ConocoPhillips | 12 May 2026 | Stockholder Proposal - Independent Board Chairman. |
| The Goldman Sachs Group, Inc. | 29 Apr 2026 | Shareholder Proposal Regarding Lobbying Disclosure |
| The Goldman Sachs Group, Inc. | 29 Apr 2026 | Shareholder Proposal Regarding Special Shareholder Meeting Thresholds |
| Morgan Stanley | 14 May 2026 | Shareholder proposal requesting an independent Board Chairman |
| HONEYWELL INTERNATIONAL INC. | 22 May 2026 | Shareowner Proposal - Shareholder Right to Act by Written Consent. |
| Comcast Corporation | 10 Jun 2026 | Adopt policy to have an independent chair |
| Deere & Company | 25 Feb 2026 | Shareholder proposal on shareholder right to act by written consent |
| Starbucks Corporation | 25 Mar 2026 | Shareholder proposal requesting supermajority shareholder voting requirements be replaced with majority... |
| Palo Alto Networks, Inc. | 9 Dec 2025 | To consider and vote upon a shareholder proposal, if properly presented at the Annual Meeting, regarding... |
| Meta Platforms, Inc. | 27 May 2026 | A shareholder proposal regarding annual vote regarding executive pay. |
| Meta Platforms, Inc. | 27 May 2026 | A shareholder proposal regarding disclosure of voting results by share class. |
| Meta Platforms, Inc. | 27 May 2026 | A shareholder proposal regarding dual class capital structure. |
| United Parcel Service, Inc. | 7 May 2026 | To take steps to reduce the voting power of UPS class A stock from 10 votes per share to one vote per share. |
| Target Corporation | 10 Jun 2026 | Require Independent Board Chair |
| Vertex Pharmaceuticals Incorporated | 13 May 2026 | Shareholder proposal, if properly presented at the meeting, regarding shareholder right to act by written... |
| L3Harris Technologies, Inc. | 11 May 2026 | Shareholder Proposal titled "Improve Shareholder Ability to Call for a Special Shareholder Meeting". |
| FORD MOTOR COMPANY | 14 May 2026 | A shareholder proposal relating to a request that the Board take steps to implement one vote per share for... |
| FORD MOTOR COMPANY | 14 May 2026 | A shareholder proposal relating to public disclosure by share class of voting results on matters subject... |
| Synopsys, Inc. | 16 Apr 2026 | To vote on a stockholder proposal regarding 'stockholders' right to act by written consent |
| Delta Air Lines, Inc. | 18 Jun 2026 | A shareholder proposal requesting the ability for shareholders to act by written consent. |
| eBay Inc. | 17 Jun 2026 | Special stockholder meeting threshold |
| Datadog, Inc. | 15 Jun 2026 | The stockholder proposal, if properly presented at the Annual Meeting, requesting the adoption of a simple... |
| Dover Corporation | 8 May 2026 | To consider a shareholder proposal requesting an independent board chair. |
| NRG Energy, Inc. | 30 Apr 2026 | To vote on a stockholder proposal to give shareholders the ability to call for a special shareholder meeting |
| PPG Industries, Inc. | 16 Apr 2026 | Shareholder proposal to adopt a policy requiring an independent board chair |
| Verisk Analytics, Inc. | 19 May 2026 | Shareholder Proposal - Shareholder Right to Act by Written Consent. |
| Regions Financial Corporation | 6 May 2026 | Shareholder Proposal Relating to Special Shareholder Meeting. |
Shares on loan
Victory Variable Insurance Funds II reported no shares on loan for the year to 30 June 2026. 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.
Fund series in this filing
6 series reported votes. A vote record can list several series. Series with 500 or more vote records have their own page.
| Series | Vote records | Against management | Say-on-pay support | Shareholder-proposal support |
|---|---|---|---|---|
| Victory Pioneer Select Mid Cap Growth VCT Portfolio | 907 | 10.5% | 94.2% | 63.6% |
| Victory Pioneer Mid Cap Value VCT Portfolio | 818 | 4.2% | 98.5% | 46.2% |
| Victory Pioneer Equity Income VCT Portfolio | 809 | 4.7% | 96.4% | 30.3% |
| Victory Pioneer Fund VCT Portfolio | 639 | 6.3% | 85.4% | 24.0% |
| Victory Pioneer Strategic Income VCT Portfolio | 10 | 40.0% | not reported | not reported |
| Victory Pioneer High Yield VCT Portfolio | 10 | 40.0% | not reported | not reported |
The filings
These figures are read from the filer's own Form N-PX. If a vote on this page looks wrong, the filing is the record: a dispute about a filed vote is a matter for the filer, and an error in how this site read the filing is a matter for corrections.
- N-PX filed 27 Aug 2026 accession 0002042317-26-000004
- Every N-PX filing by this filer on EDGAR
Questions
How did Victory Variable Insurance Funds II vote on executive pay?
In the year to 30 June 2026 Victory Variable Insurance Funds II reported 233 votes in the category SECTION 14A SAY-ON-PAY VOTES that were cast for, against or abstain. 220 were for (94.4%), 13 against and 0 abstentions. Counting one item per company meeting, it voted against management on 13 of the 198 say-on-pay items it marked either way.
How often does Victory Variable Insurance Funds II vote against management?
6.7% of the time in the year to 30 June 2026: 215 of the 3,189 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 Variable Insurance Funds II support shareholder proposals on climate?
In the category ENVIRONMENT OR CLIMATE it reported 46 votes on proposals from security holders in the year to 30 June 2026 and voted for 0 of them (0.0%). Across every category it voted for 32.0% 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 this filer 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.
Provenance: SEC EDGAR, Form N-PX and N-PX/A filings by Victory Variable Insurance Funds II (filer no. 2042317), read as filed and not verified by the SEC. Amended filings replace the filings they amend. Filings read through 23 Sep 2026; page built 26 Sep 2026.