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Form N-PX · fund registrantSEC filer no. 802716

VICTORY PORTFOLIOS

fund voting report, part of Victory Capital

Vote records reported
33,323year to 30 June 2026
Against management
5.7%1,884 of 32,993 marked votes
Say-on-pay support
92.2%for, of for + against + abstain
Shareholder-proposal support
36.3%for, of for + against + abstain
92.8% for5.1% against2.1% other5.7% against management33,124 votes

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

VICTORY PORTFOLIOS reported 33,323 vote records for the year to 30 June 2026. It marked 5.7% of its votes as cast against management (1,884 of 32,993), close to the median fund registrant, which was 6.2%.

Weighted by the number of shares voted, the against-management share is 5.5%. 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 92.2% of the section 14A say-on-pay items it reported (the median fund registrant: 91.6%) and it voted for 36.3% of the proposals put forward by security holders (the median fund registrant: 27.5%).

By category, votes against management were most frequent in SHAREHOLDER RIGHTS AND DEFENSES (24.8% of 113), CORPORATE GOVERNANCE (13.5% of 2,982) and COMPENSATION (13.5% of 1,976).

It reported 352.1 million shares out on loan at record dates, 3.16% 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 1,241 fund registrants with at least 25 vote records in the season.

year to 30 June 2026This filerMedian fund registrantAll filers pooled
Against-management share5.7%6.2%10.6%
Say-on-pay support rate92.2%91.6%86.0%
Shareholder-proposal support rate36.3%27.5%33.9%
Shares on loan, share of shares held3.16%0.00%3.12%
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 ELECTIONS21,25120,2893754.4%
SECTION 14A SAY-ON-PAY VOTES2,1801,8991607.6%
AUDIT-RELATED2,6122,589230.6%
SHAREHOLDER RIGHTS AND DEFENSES113951724.8%
EXTRAORDINARY TRANSACTIONS249225249.3%
CAPITAL STRUCTURE1,5961,532634.3%
COMPENSATION1,9891,70827613.5%
CORPORATE GOVERNANCE3,0342,69334013.5%
ENVIRONMENT OR CLIMATE284522320.0%
HUMAN RIGHTS OR HUMAN CAPITAL/WORKFORCE13547880.0%
DIVERSITY, EQUITY, AND INCLUSION164471170.0%
OTHER SOCIAL ISSUES4031222815.7%
OTHER5238142.7%

By season

SeasonVote recordsAgainst managementSay-on-pay supportShareholder-proposal supportSplit
year to 30 June 202435,9178.6%92.3%67.5%
year to 30 June 202534,9605.5%92.5%27.8%
year to 30 June 202633,3235.7%92.2%36.3%

Say-on-pay votes against management

Counting one say-on-pay item per company meeting, VICTORY PORTFOLIOS voted against management on 85 of the 1,059 it marked either way (8.0%) in the year to 30 June 2026. The 40 companies with the most reporting filers are listed.

A further 1 say-on-pay item was reported without a management mark and are left out of both sides of that fraction.

Shareholder proposals it supported

Of 477 proposals from security holders that could be told apart in the filings and on which it cast a vote, VICTORY PORTFOLIOS voted for 164 (34.4%). 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
NVIDIA Corporation24 Jun 2026Approval of a non-binding stockholder proposal requesting the replacement of supermajority voting...
Alphabet Inc.5 Jun 2026Shareholder proposal regarding equal shareholder voting
Visa Inc.27 Jan 2026Shareholder proposal on shareholder right to act by written consent.
JPMorgan Chase & Co.19 May 2026Independent board chairman
Mastercard Incorporated16 Jun 2026Consideration of a stockholder proposal regarding shareholder right to act by written consent
Eli Lilly and Company4 May 2026Shareholder proposal to adopt a policy and amend the bylaws to require an independent board chair.
AbbVie Inc.8 May 2026Stockholder Proposal - to Adopt a Policy to Require an Independent Chair
Netflix, Inc.4 Jun 2026Stockholder proposal entitled, "Proposal 4 - Shareholder Right to Act by Written Consent,"
Bank of America Corporation4 May 2026Shareholder proposal requesting independent board chair
Tesla, Inc.6 Nov 2025A shareholder proposal to seek shareholder approval before adopting an amendment to the bylaws pursuant to...
Tesla, Inc.6 Nov 2025Declassify the Board of Directors
Tesla, Inc.6 Nov 2025Shareholder proposal: CORPORATE GOVERNANCE
Advanced Micro Devices, Inc.13 May 2026Stockholder proposal requesting changes to the stockholder right to call a special meeting.
McDonald's Corporation20 May 2026Advisory Vote on Shareholders' Right to Act by Written Consent.
QUALCOMM Incorporated17 Mar 2026Stockholder proposal entitled "Shareholder Ability to Call for a Special Meeting."
International Business Machines Corporation28 Apr 2026Stockholder Proposal Requesting a Right to Act by Written Consent
CATERPILLAR INC.10 Jun 2026Shareholder Proposal - Shareholder Right to Act by Written Consent
AT&T INC.14 May 2026Shareholder Right to Act by Written Consent
Wells Fargo & Company28 Apr 2026Require Independent Board Chair
Wells Fargo & Company28 Apr 2026Shareholder Proposal - Govern by Majority Vote.
ServiceNow, Inc.21 May 2026Shareholder proposal regarding shareholder right to act by written consent.
Texas Instruments Incorporated16 Apr 2026Stockholder proposal to permit stockholders to act by written consent.
ConocoPhillips12 May 2026Stockholder Proposal - Independent Board Chairman.
The Goldman Sachs Group, Inc.29 Apr 2026Shareholder Proposal Regarding Lobbying Disclosure
The Goldman Sachs Group, Inc.29 Apr 2026Shareholder Proposal Regarding Special Shareholder Meeting Thresholds
Morgan Stanley14 May 2026Shareholder proposal requesting an independent Board Chairman
HONEYWELL INTERNATIONAL INC.22 May 2026Shareowner Proposal - Shareholder Right to Act by Written Consent.
Comcast Corporation10 Jun 2026Adopt policy to have an independent chair
PALANTIR TECHNOLOGIES INC.3 Jun 2026Stockholder proposal entitled "Political Spending Disclosure,"
S&P Global Inc.20 May 2026Vote on a shareholder proposal to reduce the stock ownership threshold for calling a special shareholder...
Deere & Company25 Feb 2026Shareholder proposal on shareholder right to act by written consent
Starbucks Corporation25 Mar 2026Shareholder proposal requesting supermajority shareholder voting requirements be replaced with majority...
THE BOEING COMPANY17 Apr 2026Action by Written Consent.
LOCKHEED MARTIN CORPORATION12 May 2026Stockholder Proposal Requiring Independent Board Chairman
Micron Technology, Inc.15 Jan 2026Reduce Ownership Threshold for Shareholders to Call Special Meeting
Palo Alto Networks, Inc.9 Dec 2025To consider and vote upon a shareholder proposal, if properly presented at the Annual Meeting, regarding...
Lam Research Corporation4 Nov 2025Stockholder proposal titled "Realistic Shareholder Ability to Call for a Special Shareholder Meeting,"
Analog Devices, Inc.11 Mar 2026To consider a shareholder proposal
CVS Health Corporation14 May 2026Stockholder Proposal for Reducing the Threshold for Our Stockholder Right to Act By Written Consent.
Booking Holdings Inc.2 Jun 2026Non-binding stockholder vote on a proposal to avoid brand damage due to corporate political spending.

Shares on loan

VICTORY PORTFOLIOS reported 352.1 million shares on loan at record dates against 10.80 billion shares voted: 3.16% of the two together. Median fund registrant: 0.00%. 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

24 series reported votes. A vote record can list several series. Series with 500 or more vote records have their own page.

SeriesVote recordsAgainst managementSay-on-pay supportShareholder-proposal support
Victory S&P 500 Index Fund6,5915.9%90.6%37.1%
Victory Trivalent International Small-Cap Fund3,2834.6%not reported27.3%
Victory Trivalent International Fund - Core Equity3,1204.8%not reported18.0%
Victory Multi-Cap Fund1,4917.5%91.0%28.9%
Victory Diversified Stock Fund1,4846.3%91.7%33.0%
Victory RS Global Fund1,4404.7%89.8%27.1%
Victory Integrity Mid-Cap Value Fund1,4003.3%94.6%57.1%
Victory Mid-Cap Core Growth Fund1,3835.3%96.6%55.6%
Victory Integrity Small-Cap Value Fund1,3614.3%95.9%44.4%
Victory RS International Fund1,3604.6%not reported13.3%
Victory Integrity Small/Mid-Cap Value Fund1,3502.5%95.6%52.2%
Victory Sycamore Small Company Opportunity Fund1,0994.0%96.1%not reported
Victory Integrity Discovery Fund1,0337.0%92.5%not reported
Victory Sycamore Established Value Fund8904.9%95.7%50.0%
Victory RS Mid Cap Growth Fund79810.7%92.2%63.6%
Victory RS Small Cap Growth Fund78411.8%91.0%not reported
Victory RS Value Fund6923.0%98.1%72.7%
Victory RS Large Cap Alpha Fund6715.2%91.5%38.9%
Victory RS Partners Fund6582.3%98.3%not reported
Victory RS Growth Fund64312.2%77.6%29.0%
Victory RS Science and Technology Fund54219.8%82.1%32.6%
Victory RS Select Growth Fund5396.3%95.2%not reported
Victory RS Investors Fund3876.5%84.0%44.4%
Victory Global Energy Transition Fund3243.0%100.0%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.

Questions

How did VICTORY PORTFOLIOS vote on executive pay?

In the year to 30 June 2026 VICTORY PORTFOLIOS reported 2,059 votes in the category SECTION 14A SAY-ON-PAY VOTES that were cast for, against or abstain. 1,899 were for (92.2%), 160 against and 0 abstentions. Counting one item per company meeting, it voted against management on 85 of the 1,059 say-on-pay items it marked either way. A further 1 say-on-pay item was reported without a management mark and are not counted in that figure.

How often does VICTORY PORTFOLIOS vote against management?

5.7% of the time in the year to 30 June 2026: 1,884 of the 32,993 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 PORTFOLIOS support shareholder proposals on climate?

In the category ENVIRONMENT OR CLIMATE it reported 232 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 36.3% 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 PORTFOLIOS (filer no. 802716), 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.