Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital”
or the “Company”) today announced that its Board of Directors has
approved amendments to its corporate charter and bylaws to
eliminate the Company’s dual-class share structure. The charter
amendment is subject to shareholder approval at a Special Meeting
of Stockholders scheduled for November 19, 2021.
David Brown, Chairman and CEO of Victory Capital, said, “We
believe all shareholders will benefit from the elimination of the
dual-class share structure by aligning voting rights with the
economic interests of all shareholders. Simplifying the Company’s
capital structure such that all shareholders of the Company own a
single class of common stock will also reduce the cost and
complexity associated with the Company’s current capital structure.
Furthermore, this change is likely to enhance index eligibility for
our shares and broaden investor appeal to both active and passive
investors, which may expand the Company’s shareholder base.”
Currently, the Company has two classes of common stock: Class A
common stock and Class B common stock. The rights of the holders of
Class A and Class B shares are identical, except voting and
conversion rights. Each Class A share is entitled to one vote, and
each Class B share is entitled to ten votes. The Class B shares are
currently convertible at any time, at the option of the holder,
into one Class A share.
The Company will file a preliminary proxy statement for a
special meeting of stockholders to be held on November 19, 2021.
The largest holders of the Company’s Class B shares, as well as the
Company’s Employee Shareholders Committee, which collectively
control a majority of the Company’s voting power, have indicated
their intent to vote in favor of the proposal eliminating the
dual-class share structure. Upon approval of the charter amendment,
each Class B share would convert into one Class A share.
About Victory Capital
Victory Capital is a diversified global asset management firm
with $164.9 billion in assets under management as of August 31,
2021. The Company operates a next-generation business model
combining boutique investment qualities with the benefits of a
fully integrated, centralized operating and distribution
platform.
Victory Capital provides specialized investment strategies to
institutions, intermediaries, retirement platforms and individual
investors. With 10 autonomous Investment Franchises and a Solutions
Platform, Victory Capital offers a wide array of investment styles
and investment vehicles including, actively managed mutual funds,
separately managed accounts, active ETFs, multi-asset class
strategies, custom-designed solutions and a 529 College Savings
Plan.
For more information, please visit www.vcm.com or follow us:
Twitter and LinkedIn
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. These statements may include, without limitation, any
statements preceded by, followed by or including words such as
“target,” “believe,” “expect,” “aim,” “intend,” “may,”
“anticipate,” “assume,” “budget,” “continue,” “estimate,” “future,”
“objective,” “outlook,” “plan,” “potential,” “predict,” “project,”
“will,” “can have,” “likely,” “should,” “would,” “could” and other
words and terms of similar meaning or the negative thereof. Such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond Victory Capital’s
control such as the COVID-19 pandemic and its effect on our
business, operations and financial results going forward, as
discussed in Victory Capital’s filings with the SEC, that could
cause Victory Capital’s actual results, performance or achievements
to be materially different from the expected results, performance
or achievements expressed or implied by such forward-looking
statements.
Although it is not possible to identify all such risks and
factors, they include, among others, the following: reductions in
AUM based on investment performance, client withdrawals, difficult
market conditions and other factors such as a pandemic; the nature
of the Company’s contracts and investment advisory agreements; the
Company’s ability to maintain historical returns and sustain its
historical growth; the Company’s dependence on third parties to
market its strategies and provide products or services for the
operation of its business; the Company’s ability to retain key
investment professionals or members of its senior management team;
the Company’s reliance on the technology systems supporting its
operations; the Company’s ability to successfully acquire and
integrate new companies; the concentration of the Company’s
investments in long-only small- and mid-cap equity and U.S.
clients; risks and uncertainties associated with non-U.S.
investments; the Company’s efforts to establish and develop new
teams and strategies; the ability of the Company’s investment teams
to identify appropriate investment opportunities; the Company’s
ability to limit employee misconduct; the Company’s ability to meet
the guidelines set by its clients; the Company’s exposure to
potential litigation (including administrative or tax proceedings)
or regulatory actions; the Company’s ability to implement effective
information and cyber security policies, procedures and
capabilities; the Company’s substantial indebtedness; the potential
impairment of the Company’s goodwill and intangible assets;
disruption to the operations of third parties whose functions are
integral to the Company’s ETF platform; the Company’s determination
that Victory Capital is not required to register as an "investment
company" under the 1940 Act; the fluctuation of the Company’s
expenses; the Company’s ability to respond to recent trends in the
investment management industry; the level of regulation on
investment management firms and the Company’s ability to respond to
regulatory developments; the competitiveness of the investment
management industry; the dual class structure of the Company’s
common stock; the level of control over the Company retained by
Crestview GP; the Company’s status as an emerging growth company
and a controlled company; and other risks and factors listed under
"Risk Factors" and elsewhere in the Company’s filings with the
SEC.
Such forward-looking statements are based on numerous
assumptions regarding Victory Capital’s present and future business
strategies and the environment in which it will operate in the
future. Any forward-looking statement made in this press release
speaks only as of the date hereof. Except as required by law,
Victory Capital assumes no obligation to update these
forward-looking statements, or to update the reasons actual results
could differ materially from those anticipated in the
forward-looking statements, even if new information becomes
available in the future.
Additional Information and Where to Find It
The proposed amendment to the Company’s charter will be
submitted to the Company’s shareholders for their consideration. In
connection therewith, the Company will file a proxy statement on
Schedule 14A with the Securities and Exchange Commission (the
“SEC”), which will be mailed or otherwise made available to each
shareholder entitled to vote at the special meeting. BEFORE MAKING
ANY VOTING DECISION, VICTORY CAPITAL SHAREHOLDERS AND OTHER
INVESTORS ARE ADVISED TO CAREFULLY READ THESE MATERIALS (INCLUDING
ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC IN RESPECT OF THE PROPOSED CHARTER
AMENDMENT WHEN THEY BECOME AVAILABLE, AS THOSE DOCUMENTS WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED AMENDMENT. Victory
Capital shareholders and other investors may obtain free copies of
the proxy statement and other relevant materials (when they become
available), along with other documents filed by the Company with
the SEC, at the SEC’s website (http://www.sec.gov).
The directors and executive officers of Victory Capital may be
deemed to be participants in the solicitation of proxies from the
shareholders of Victory Capital in connection with the proposed
charter amendment. Information regarding Victory Capital’s
directors and executive officers is included in the Company’s proxy
statement for its 2021 Annual Meeting of Stockholders, which was
filed with the SEC on April 7, 2021. These documents are available
free of charge as described in the preceding paragraph.
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version on businesswire.com: https://www.businesswire.com/news/home/20210927005170/en/
Investors: Matthew Dennis, CFA Chief of Staff Director, Investor
Relations 216-898-2412 mdennis@vcm.com
Media: Tricia Ross 310-622-8226 tross@finprofiles.com
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