Current Report Filing (8-k)
February 06 2019 - 7:12AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
February 5, 2019
Victory Capital Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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001-38388
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32-0402956
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification Number)
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4900 Tiedeman Road, 4
th
Floor; Brooklyn, OH
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44144
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(216) 898-2400
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (
see
General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 5, 2019, Terence F. Sullivan resigned as Chief Financial Officer and Head of Strategy of Victory Capital Holdings, Inc. (the
Compan
y) effective on March 1, 2019. Mr. Sullivan will assist in the transition of the Chief Financial Officer role until his departure from the Company. Mr. Sullivans departure is not due to a dispute or disagreement with the Company.
On February 5, 2019, the Company promoted Michael D. Policarpo from the Chief Operating Officer of the Company to President, Chief Financial Officer and Chief Administrative Officer effective March 1, 2019. In his new role Mr. Policarpo will oversee the Companys operations and administrative functions and will also assume the duties of the Companys Principal Financial Officer and Principal Accounting Officer. Mr. Policarpo has been with the Company for 14 years and has served in various senior capacities over his tenure including as the Companys prior Chief Financial Officer for 4 years before Mr. Sullivans arrival. Mr. Policarpos institutional knowledge, industry experience and direct involvement in the sourcing and execution of the Companys acquisition strategy position him very well for a smooth transition into this new role. Mr. Policarpo will continue to participate in the same compensation programs as in his prior roles.
Item 7.01
Regulation FD Disclosure
On February 6, 2019, the Company issued a press release announcing the management changes described in Item 5.02 of this Form 8-K. A copy of the Companys press release is furnished with this Form 8-K and attached hereto as Exhibit 99.1. The information in Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Exchange Act and shall not be deemed incorporated by reference into any filing under the Securities Act.
Item 9.01 Financial Statements and Exhibits
Exhibits. The following exhibits are filed herewith:
Exhibit
Number
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Description
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99.1
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Press release dated February 6, 2019
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2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VICTORY CAPITAL HOLDINGS, INC.
Dated: February 6, 2019
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By:
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/s/ David C. Brown
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Name:
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David C. Brown
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Title:
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Chairman and Chief Executive Officer
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4
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