Item 5.07 Submission of Matters to a Vote of Security Holders.

Victory Capital Holdings, Inc. held its 2022 Annual Meeting of Stockholders on May 17, 2022. The undersigned, duly appointed proxies by Shareholders of Victory Capital Holdings, Inc., hereby cast all votes as designated and in the manner instructed on the items properly brought before the meeting, as set forth below.

1) To approve the election of the following Class I Directors:





                             FOR         AGAINST     ABSTAIN    BROKER NON-VOTES

Lawrence Davanzo          46,621,218    8,934,376    46,675        3,128,305
Robert V. Delaney, Jr.    54,084,768    1,463,626    53,875        3,128,305
Karin Hirtler-Garvey      49,283,823    6,271,971    46,675        3,128,305

2) To approve the ratification of the appointment of Ernst & Young LLP as the


   Company's auditors for the fiscal year ending December 31, 2022:



   FOR        AGAINST    ABSTAIN    BROKER NON-VOTES

58,691,533    32,692      6,349            -




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