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.