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Form N-PX · fund registrantSEC filer no. 908695

VICTORY PORTFOLIOS III

fund voting report, part of Victory Capital

Vote records reported
85,473year to 30 June 2026
Against management
8.5%7,196 of 84,373 marked votes
Say-on-pay support
88.8%for, of for + against + abstain
Shareholder-proposal support
31.8%for, of for + against + abstain
89.4% for6.5% against4.1% other8.5% against management84,927 votes

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

VICTORY PORTFOLIOS III reported 85,473 vote records for the year to 30 June 2026. It marked 8.5% of its votes as cast against management (7,196 of 84,373), 2.3 percentage points above the median fund registrant, which was 6.2%.

Weighted by the number of shares voted, the against-management share is 8.1%. 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 88.8% of the section 14A say-on-pay items it reported (the median fund registrant: 91.6%) and it voted for 31.8% 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 (28.0% of 336), COMPENSATION (16.0% of 5,353) and CORPORATE GOVERNANCE (11.9% of 8,454).

It reported 86.5 million shares out on loan at record dates, 0.80% 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 share8.5%6.2%10.6%
Say-on-pay support rate88.8%91.6%86.0%
Shareholder-proposal support rate31.8%27.5%33.9%
Shares on loan, share of shares held0.80%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 ELECTIONS52,39447,9371,4428.1%
SECTION 14A SAY-ON-PAY VOTES5,7594,73759511.1%
AUDIT-RELATED7,0456,965790.9%
INVESTMENT COMPANY MATTERS2200.0%
SHAREHOLDER RIGHTS AND DEFENSES3482766128.0%
EXTRAORDINARY TRANSACTIONS623570537.7%
CAPITAL STRUCTURE4,3984,1112867.4%
COMPENSATION5,4044,45592416.0%
CORPORATE GOVERNANCE8,5967,61394411.9%
ENVIRONMENT OR CLIMATE7321086240.0%
HUMAN RIGHTS OR HUMAN CAPITAL/WORKFORCE357942630.6%
DIVERSITY, EQUITY, AND INCLUSION416923240.0%
OTHER SOCIAL ISSUES1,0712907816.2%
OTHER197141556.8%

By season

SeasonVote recordsAgainst managementSay-on-pay supportShareholder-proposal supportSplit
year to 30 June 202499,35610.7%90.0%59.0%
year to 30 June 202591,2937.5%89.6%24.2%
year to 30 June 202685,4738.5%88.8%31.8%

Say-on-pay votes against management

Counting one say-on-pay item per company meeting, VICTORY PORTFOLIOS III voted against management on 316 of the 2,598 it marked either way (12.2%) in the year to 30 June 2026. The 40 companies with the most reporting filers are listed.

A further 2 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 590 proposals from security holders that could be told apart in the filings and on which it cast a vote, VICTORY PORTFOLIOS III voted for 213 (36.1%). 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 III reported 86.5 million shares on loan at record dates against 10.68 billion shares voted: 0.80% 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

23 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 Extended Market Index Fund20,95213.7%87.6%62.1%
Victory Capital Growth Fund6,5587.0%91.9%26.9%
Victory International Fund6,5244.6%100.0%17.3%
Victory 500 Index Fund6,4747.5%88.8%35.8%
Victory Global Managed Volatility Fund4,7035.9%93.2%25.7%
Victory Target Managed Allocation Fund4,4214.7%86.7%19.7%
Victory Sustainable World Fund4,3594.4%91.6%33.6%
Victory Cornerstone Aggressive Fund3,6588.1%91.2%28.6%
Victory Small Cap Stock Fund3,50110.4%90.6%62.5%
Victory Cornerstone Moderately Aggressive Fund3,4376.7%92.7%28.1%
Victory Emerging Markets Fund3,35812.2%not reported72.7%
Victory Growth & Income Fund2,5946.1%89.1%32.8%
Victory Value Fund2,4836.4%90.0%36.7%
Victory Income Stock Fund1,9854.2%92.5%35.0%
Victory Global Equity Income Fund1,8732.8%98.5%26.3%
Victory Science & Technology Fund1,83810.5%88.9%31.9%
Victory Cornerstone Moderate Fund1,6825.8%91.9%27.4%
Victory Nasdaq-100 Index Fund1,33511.0%83.3%30.8%
Victory Aggressive Growth Fund1,23711.4%82.8%34.1%
Victory Cornerstone Moderately Conservative Fund1,0756.0%89.2%29.7%
Victory Growth Fund9729.4%83.3%24.0%
Victory Precious Metals and Minerals Fund4064.2%not reportednot reported
Victory High Income Fund482.2%not reportednot 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 III vote on executive pay?

In the year to 30 June 2026 VICTORY PORTFOLIOS III reported 5,332 votes in the category SECTION 14A SAY-ON-PAY VOTES that were cast for, against or abstain. 4,737 were for (88.8%), 595 against and 0 abstentions. Counting one item per company meeting, it voted against management on 316 of the 2,598 say-on-pay items it marked either way. A further 2 say-on-pay items were reported without a management mark and are not counted in that figure.

How often does VICTORY PORTFOLIOS III vote against management?

8.5% of the time in the year to 30 June 2026: 7,196 of the 84,373 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 III support shareholder proposals on climate?

In the category ENVIRONMENT OR CLIMATE it reported 624 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 31.8% 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 III (filer no. 908695), 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.