{"schema_version":"secwatch.filing_event.v1","accession":"0000883237-23-000058","form_type":"8-K","ticker":"VRTS","cik":"0000883237","company_name":"VIRTUS INVESTMENT PARTNERS, INC.","filed_at":"2023-05-18T23:59:59+00:00","discovered_at":"2026-05-14T18:03:42.587876+00:00","generated_at":"2026-06-14T21:56:36.065069+00:00","sec_items":["5.03","5.07","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.2,"calibrated_materiality_score":0.2,"confidence":"high","headline":"Virtus shareholders approve board declassification; re-elect directors","bullets":["Shareholders approved amendment to declassify board starting 2024 with 6,010,899 votes for.","Class III directors George Aylward and Paul Greig re-elected with ~5.9M votes each.","Advisory vote on executive compensation passed with 5,889,950 votes for.","Shareholders ratified Deloitte as auditor for FY2023 (6,406,690 for, 158,234 against).","Board set annual advisory vote on exec compensation after 5.4M votes for 1-year frequency."],"urls":{"canonical":"https://secwatch.observer/filing/0000883237-23-000058","json":"https://secwatch.observer/filing/0000883237-23-000058.json","markdown":"https://secwatch.observer/filing/0000883237-23-000058.md","text":"https://secwatch.observer/filing/0000883237-23-000058.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/883237/000088323723000058/0000883237-23-000058-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/883237/000088323723000058/vrts-20230517.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-14T21:56:36.065069+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"15672b53fb95dc058221cb65f8aa9bc8c97567db","claim":"VIRTUS INVESTMENT PARTNERS, INC.: Amended and restated certificate of incorporation to provide for phased-in declassification of the board of directors beginning in 2024 (effective 2023-05-17).","evidence_excerpt":"was filed with the Secretary of State of the State of Delaware on May 17, 2023 and went effective on that date.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/883237/000088323723000058/0000883237-23-000058-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2023-05-17"}],"fact_type":"governance_change"},{"claim_id":"a4127dbe146ad3bf1aa5de8c9e26a78f2e9a70e7","claim":"VIRTUS INVESTMENT PARTNERS, INC.: Amended and restated bylaws to provide for phased-in declassification of the board and other administrative updates (effective 2023-05-17).","evidence_excerpt":"which became effective on May 17, 2023. The A&R Bylaws similarly provide for the phased-in declassification of the Board beginning in 2024","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/883237/000088323723000058/0000883237-23-000058-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2023-05-17"}],"fact_type":"governance_change"},{"claim_id":"1d36c3b73e1a0d58ae6ef27c056d1e53a45de92c","claim":"VIRTUS INVESTMENT PARTNERS, INC. shareholders approved Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation.","evidence_excerpt":"Item 4. Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation. The frequency of future shareholder advisory votes on executive compensation received votes in the following manner: 5,430,100 votes cast for once every “1 year”; 2,681 votes for every “2 years”; 581,470 votes for every “3 years”; and 2,297 votes “Abstained.”","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/883237/000088323723000058/0000883237-23-000058-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"},{"claim_id":"2a3169d1cd13591cadb43f8bb0d61abaf0263fb8","claim":"VIRTUS INVESTMENT PARTNERS, INC. shareholders approved Election of Class III Directors.","evidence_excerpt":"Item 1. Election of Directors. The shareholders elected each of the nominees for Class III directors to hold office until the 2026 Annual Meeting of Shareholders or until their respective successors are duly elected and qualified, or their earlier resignation or removal, as follows: Director For Against Withheld Broker Non-Votes George R. Aylward 5,895,545 — 121,003 550,962 Paul G. Greig 5,858,458 — 158,090 550,962","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/883237/000088323723000058/0000883237-23-000058-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"},{"claim_id":"3cf21e06ab772b4102717ac272b8f392e87b9c4e","claim":"VIRTUS INVESTMENT PARTNERS, INC. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2023-12-31 meeting.","evidence_excerpt":"Item 2. Ratification of Appointment of Independent Registered Public Accounting Firm. The shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. For Against Abstain Broker Non-Votes 6,406,690 158,234 2,586 —","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/883237/000088323723000058/0000883237-23-000058-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-12-31"}],"fact_type":"shareholder_vote"},{"claim_id":"c9d64505d9cea98b1bb42ffcbeb99ddfa4f30e88","claim":"VIRTUS INVESTMENT PARTNERS, INC. shareholders approved Advisory Vote on Executive Compensation.","evidence_excerpt":"Item 3. Advisory Vote on Executive Compensation . The shareholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers. For Against Abstain Broker Non-Votes 5,889,950 113,888 12,710 550,962","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/883237/000088323723000058/0000883237-23-000058-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}