Victory Capital (VCTR) Proxy filing summary

Executive summary

• An Aug. 25, 2026 merger agreement provides for First Eagle to become wholly owned through a two-step merger; closing is expected by the end of Q1 2027, subject to conditions.

• Base purchase price is $7.03B, subject to adjustments; $2B of consideration is equity valued at $116.26 per share, and at least 40% of aggregate consideration must be equity.

• With approval, First Eagle Seller’s common and Series B preferred shares are estimated to represent 17.4% of post-issuance capital stock, based on stated share-count assumptions.

Voting matters and shareholder proposals

• A virtual special meeting is scheduled for Nov. 17, 2026; holders of record on Oct. 1 may vote on the share issuance and possible adjournment proposals.

• Each proposal requires a majority of voting shares present and entitled to vote; abstentions count against, while broker non-votes have no effect.

• Nasdaq approval is required because potential common shares exceed 20% of pre-issuance shares; approval is not a closing condition. If rejected, common and Series B issuance is capped at 19.9% as-converted, with remaining equity consideration in perpetual preferred stock.

• The board unanimously recommends FOR both proposals. Directors and executives held ~9.2% of voting power; Crestview and Amundi held ~7.8%, and the employee committee intended to vote an additional 4% FOR.

Board of directors and corporate governance

• At closing, First Eagle Seller may designate two directors, subject to reasonable acceptability; the post-closing board is expected to have 11 members.

• Genstar Holder retains nomination rights for two directors while owning at least 50% of its initial share amount, and one director at 33% to less than 50%; it may also place a designee on each board committee while eligible.

• The shareholder agreement imposes a three-year lock-up and standstill, including a 4.9% acquisition limit during the standstill; afterward, a 24.9% voting-security limit applies, subject to exceptions.