******************************* FORM N-Px REPORT *******************************

ICA File Number: 811-21584

Reporting Period: 07/01/2018 - 06/30/2019

VIctory Institutional Portfolios

================= Victory Institutional Diversified Stock Fund =================

APPLE, INC.

Ticker: AAPL Security ID: 037833100

Meeting Date: MAR 01, 2019 Meeting Type: Annual

Record Date: JAN 02, 2019

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director James Bell For For Management

1b Elect Director Tim Cook For For Management

1c Elect Director Al Gore For For Management

1d Elect Director Bob Iger For For Management

1e Elect Director Andrea Jung For For Management

1f Elect Director Art Levinson For For Management

1g Elect Director Ron Sugar For For Management

1h Elect Director Sue Wagner For For Management

2 Ratify Ernst & Young LLP as Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Proxy Access Amendments Against For Shareholder

5 Disclose Board Diversity and Against Against Shareholder

Qualifications

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ASBURY AUTOMOTIVE GROUP, INC.

Ticker: ABG Security ID: 043436104

Meeting Date: APR 17, 2019 Meeting Type: Annual

Record Date: FEB 28, 2019

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Thomas C. DeLoach, Jr. For For Management

1.2 Elect Director Joel Alsfine For For Management

1.3 Elect Director David W. Hult For For Management

1.4 Elect Director Juanita T. James For For Management

1.5 Elect Director Eugene S. Katz For For Management

1.6 Elect Director Philip F. Maritz For For Management

1.7 Elect Director Maureen F. Morrison For For Management

1.8 Elect Director Thomas J. Reddin For For Management

1.9 Elect Director Bridget Ryan-Berman For For Management

2 Approve Omnibus Stock Plan For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Ratify Ernst & Young LLP as Auditors For For Management

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BANK OF AMERICA CORPORATION

Ticker: BAC Security ID: 060505104

Meeting Date: APR 24, 2019 Meeting Type: Annual

Record Date: MAR 04, 2019

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Sharon L. Allen For For Management

1b Elect Director Susan S. Bies For For Management

1c Elect Director Jack O. Bovender, Jr. For For Management

1d Elect Director Frank P. Bramble, Sr. For For Management

1e Elect Director Pierre J.P. de Weck For For Management

1f Elect Director Arnold W. Donald For For Management

1g Elect Director Linda P. Hudson For For Management

1h Elect Director Monica C. Lozano For For Management

1i Elect Director Thomas J. May For For Management

1j Elect Director Brian T. Moynihan For For Management

1k Elect Director Lionel L. Nowell, III For For Management

1l Elect Director Clayton S. Rose For For Management

1m Elect Director Michael D. White For For Management

1n Elect Director Thomas D. Woods For For Management

1o Elect Director R. David Yost For For Management

1p Elect Director Maria T. Zuber For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify PricewaterhouseCoopers LLP as For For Management

Auditors

4 Amend Omnibus Stock Plan For For Management

5 Report on Gender Pay Gap Against For Shareholder

6 Provide Right to Act by Written Consent Against For Shareholder

7 Amend Proxy Access Right Against For Shareholder

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BRISTOL-MYERS SQUIBB COMPANY

Ticker: BMY Security ID: 110122108

Meeting Date: APR 12, 2019 Meeting Type: Proxy Contest

Record Date: MAR 01, 2019

# Proposal Mgt Rec Vote Cast Sponsor

Management Proxy None

1 Issue Shares in Connection with Merger For For Management

2 Adjourn Meeting For For Management

# Proposal Diss Rec Vote Cast Sponsor

Dissident Proxy (Blue Proxy Card) None

1 Issue Shares in Connection with Merger Against Did Not Vote Management

2 Adjourn Meeting Against Did Not Vote Management

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BROADCOM INC.

Ticker: AVGO Security ID: 11135F101

Meeting Date: APR 01, 2019 Meeting Type: Annual

Record Date: FEB 11, 2019

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Hock E. Tan For For Management

1b Elect Director Henry Samueli For For Management

1c Elect Director Eddy W. Hartenstein For For Management

1d Elect Director Diane M. Bryant For For Management

1e Elect Director Gayla J. Delly For For Management

1f Elect Director Check Kian Low For For Management

1g Elect Director Peter J. Marks For For Management

1h Elect Director Harry L. You For For Management

2 Ratify PricewaterhouseCoopers LLP as For For Management

Auditors

3 Amend Qualified Employee Stock For For Management

Purchase Plan

4 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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CELGENE CORPORATION

Ticker: CELG Security ID: 151020104

Meeting Date: APR 12, 2019 Meeting Type: Special

Record Date: MAR 01, 2019

# Proposal Mgt Rec Vote Cast Sponsor

1 Approve Merger Agreement For For Management

2 Adjourn Meeting For For Management

3 Advisory Vote on Golden Parachutes For Against Management

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CIGNA CORP.

Ticker: CI Security ID: 125509109

Meeting Date: AUG 24, 2018 Meeting Type: Special

Record Date: JUL 10, 2018

# Proposal Mgt Rec Vote Cast Sponsor

1 Approve Merger Agreement For For Management

2 Adjourn Meeting For For Management

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CIGNA CORPORATION

Ticker: CI Security ID: 125523100

Meeting Date: APR 24, 2019 Meeting Type: Annual

Record Date: FEB 25, 2019

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director David M. Cordani For For Management

1.2 Elect Director William J. DeLaney For For Management

1.3 Elect Director Eric J. Foss For For Management

1.4 Elect Director Elder Granger For For Management

1.5 Elect Director Isaiah Harris, Jr. For For Management

1.6 Elect Director Roman Martinez, IV For For Management

1.7 Elect Director Kathleen M. Mazzarella For For Management

1.8 Elect Director Mark B. McClellan For For Management

1.9 Elect Director John M. Partridge For For Management

1.10 Elect Director William L. Roper For For Management

1.11 Elect Director Eric C. Wiseman For For Management

1.12 Elect Director Donna F. Zarcone For For Management

1.13 Elect Director William D. Zollars For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify PricewaterhouseCoopers LLP as For For Management

Auditors

4 Provide Right to Act by Written Consent Against For Shareholder

5 Report on Cyber Risk *Withdrawn None None Shareholder

Resolution*

6 Report on Gender Pay Gap Against For Shareholder

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CISCO SYSTEMS, INC.

Ticker: CSCO Security ID: 17275R102

Meeting Date: DEC 12, 2018 Meeting Type: Annual

Record Date: OCT 15, 2018

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director M. Michele Burns For For Management

1b Elect Director Michael D. Capellas For For Management

1c Elect Director Mark Garrett For For Management

1d Elect Director Kristina M. Johnson For For Management

1e Elect Director Roderick C. McGeary For For Management

1f Elect Director Charles H. Robbins For For Management

1g Elect Director Arun Sarin For For Management

1h Elect Director Brenton L. Saunders For For Management

1i Elect Director Steven M. West For For Management

2 Amend Qualified Employee Stock For For Management

Purchase Plan

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Ratify PricewaterhouseCoopers LLP as For For Management

Auditors

5 Require Independent Board Chairman Against Against Shareholder

6 Adjust Executive Compensation Metrics Against Against Shareholder

for Share Buybacks

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COSTCO WHOLESALE CORP.

Ticker: COST Security ID: 22160K105

Meeting Date: JAN 24, 2019 Meeting Type: Annual

Record Date: NOV 19, 2018

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Hamilton E. James For For Management

1.2 Elect Director John W. Stanton For For Management

1.3 Elect Director Mary Agnes (Maggie) For For Management

Wilderotter

2 Ratify KPMG LLP as Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Approve Omnibus Stock Plan For Against Management

5 Declassify the Board of Directors For For Management

6 Reduce Supermajority Vote Requirement For For Management

7 Report on Human Rights Risk Assessment Against For Shareholder

Process

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DXC TECHNOLOGY COMPANY

Ticker: DXC Security ID: 23355L106

Meeting Date: AUG 15, 2018 Meeting Type: Annual

Record Date: JUN 18, 2018

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Mukesh Aghi For For Management

1b Elect Director Amy E. Alving For For Management

1c Elect Director David L. Herzog For For Management

1d Elect Director Sachin Lawande For For Management

1e Elect Director J. Michael Lawrie For For Management

1f Elect Director Mary L. Krakauer For For Management

1g Elect Director Julio A. Portalatin For For Management

1h Elect Director Peter Rutland For For Management

1i Elect Director Manoj P. Singh For For Management

1j Elect Director Robert F. Woods For For Management

2 Ratify Deloitte & Touche LLP as For For Management

Auditors

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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EXPRESS SCRIPTS HOLDING CO.

Ticker: ESRX Security ID: 30219G108

Meeting Date: AUG 24, 2018 Meeting Type: Special

Record Date: JUL 12, 2018

# Proposal Mgt Rec Vote Cast Sponsor

1 Approve Merger Agreement For For Management

2 Adjourn Meeting For For Management

3 Advisory Vote on Golden Parachutes For Against Management

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FCB FINANCIAL HOLDINGS, INC.

Ticker: FCB Security ID: 30255G103

Meeting Date: NOV 29, 2018 Meeting Type: Special

Record Date: OCT 24, 2018

# Proposal Mgt Rec Vote Cast Sponsor

1 Approve Merger Agreement For For Management

2 Advisory Vote on Golden Parachutes For Against Management

3 Adjourn Meeting For For Management

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FEDEX CORP.

Ticker: FDX Security ID: 31428X106

Meeting Date: SEP 24, 2018 Meeting Type: Annual

Record Date: JUL 30, 2018

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director John A. Edwardson For For Management

1.2 Elect Director Marvin R. Ellison For For Management

1.3 Elect Director Susan Patricia Griffith For For Management

1.4 Elect Director John C. (Chris) Inglis For For Management

1.5 Elect Director Kimberly A. Jabal For For Management

1.6 Elect Director Shirley Ann Jackson For For Management

1.7 Elect Director R. Brad Martin For For Management

1.8 Elect Director Joshua Cooper Ramo For For Management

1.9 Elect Director Susan C. Schwab For For Management

1.10 Elect Director Frederick W. Smith For For Management

1.11 Elect Director David P. Steiner For For Management

1.12 Elect Director Paul S. Walsh For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Ernst & Young LLP as Auditors For For Management

4 Report on Lobbying Payments and Policy Against For Shareholder

5 Provide Right to Act by Written Consent Against For Shareholder

6 Bylaw Amendment Confirmation by Against Against Shareholder

Shareholders

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HCA HEALTHCARE, INC.

Ticker: HCA Security ID: 40412C101

Meeting Date: APR 26, 2019 Meeting Type: Annual

Record Date: MAR 07, 2019

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Thomas F. Frist, III For For Management

1b Elect Director Samuel N. Hazen For For Management

1c Elect Director Meg G. Crofton For For Management

1d Elect Director Robert J. Dennis For For Management

1e Elect Director Nancy-Ann DeParle For For Management

1f Elect Director William R. Frist For For Management

1g Elect Director Charles O. Holliday, Jr. For For Management

1h Elect Director Geoffrey G. Meyers For For Management

1i Elect Director Michael W. Michelson For For Management

1j Elect Director Wayne J. Riley For For Management

1k Elect Director John W. Rowe For For Management

2 Ratify Ernst & Young LLP as Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Eliminate Supermajority Vote For For Management

Requirement

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INNOVIVA, INC.

Ticker: INVA Security ID: 45781M101

Meeting Date: APR 24, 2019 Meeting Type: Annual

Record Date: MAR 08, 2019

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director George W. Bickerstaff, For For Management

III

1b Elect Director Mark DiPaolo For For Management

1c Elect Director Jules Haimovitz For For Management

1d Elect Director Odysseas D. Kostas For For Management

1e Elect Director Sarah J. Schlesinger For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Grant Thornton LLP as Auditor For For Management

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J.B. HUNT TRANSPORT SERVICES, INC.

Ticker: JBHT Security ID: 445658107

Meeting Date: APR 18, 2019 Meeting Type: Annual

Record Date: FEB 12, 2019

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Douglas G. Duncan For For Management

1.2 Elect Director Francesca M. Edwardson For For Management

1.3 Elect Director Wayne Garrison For For Management

1.4 Elect Director Sharilyn S. Gasaway For For Management

1.5 Elect Director Gary C. George For For Management

1.6 Elect Director J. Bryan Hunt, Jr. For For Management

1.7 Elect Director Coleman H. Peterson For For Management

1.8 Elect Director John N. Roberts, III For For Management

1.9 Elect Director James L. Robo For For Management

1.10 Elect Director Kirk Thompson For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Ernst & Young LLP as Auditors For For Management

4 Report on Political Contributions Against For Shareholder

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JOHNSON & JOHNSON

Ticker: JNJ Security ID: 478160104

Meeting Date: APR 25, 2019 Meeting Type: Annual

Record Date: FEB 26, 2019

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Mary C. Beckerle For For Management

1b Elect Director D. Scott Davis For For Management

1c Elect Director Ian E. L. Davis For For Management

1d Elect Director Jennifer A. Doudna For For Management

1e Elect Director Alex Gorsky For For Management

1f Elect Director Marillyn A. Hewson For For Management

1g Elect Director Mark B. McClellan For For Management

1h Elect Director Anne M. Mulcahy For For Management

1i Elect Director William D. Perez For For Management

1j Elect Director Charles Prince For For Management

1k Elect Director A. Eugene Washington For For Management

1l Elect Director Ronald A. Williams For For Management

2 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

3 Ratify PricewaterhouseCoopers LLP as For For Management

Auditor

4 Clawback Disclosure of Recoupment Against For Shareholder

Activity from Senior Officers

5 Report on Integrating Risks Related to Against For Shareholder

Drug Pricing into Senior Executive

Compensation

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MCKESSON CORPORATION

Ticker: MCK Security ID: 58155Q103

Meeting Date: JUL 25, 2018 Meeting Type: Annual

Record Date: MAY 31, 2018

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director N. Anthony Coles For For Management

1b Elect Director John H. Hammergren For For Management

1c Elect Director M. Christine Jacobs For For Management

1d Elect Director Donald R. Knauss For For Management

1e Elect Director Marie L. Knowles For For Management

1f Elect Director Bradley E. Lerman For For Management

1g Elect Director Edward A. Mueller For For Management

1h Elect Director Susan R. Salka For For Management

2 Ratify Deloitte & Touche LLP as For For Management

Auditors

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Report on Lobbying Payments and Policy Against For Shareholder

5 Pro-rata Vesting of Equity Awards Against For Shareholder

6 Use GAAP for Executive Compensation Against Against Shareholder

Metrics

7 Reduce Ownership Threshold for Against Against Shareholder

Shareholders to Call Special Meeting

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MICROSOFT CORP.

Ticker: MSFT Security ID: 594918104

Meeting Date: NOV 28, 2018 Meeting Type: Annual

Record Date: SEP 26, 2018

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director William H. Gates, III For For Management

1.2 Elect Director Reid G. Hoffman For For Management

1.3 Elect Director Hugh F. Johnston For For Management

1.4 Elect Director Teri L. List-Stoll For For Management

1.5 Elect Director Satya Nadella For For Management

1.6 Elect Director Charles H. Noski For For Management

1.7 Elect Director Helmut Panke For For Management

1.8 Elect Director Sandra E. Peterson For For Management

1.9 Elect Director Penny S. Pritzker For For Management

1.10 Elect Director Charles W. Scharf For For Management

1.11 Elect Director Arne M. Sorenson For For Management

1.12 Elect Director John W. Stanton For For Management

1.13 Elect Director John W. Thompson For For Management

1.14 Elect Director Padmasree Warrior For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Deloitte & Touche LLP as For For Management

Auditors

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REGIONS FINANCIAL CORPORATION

Ticker: RF Security ID: 7591EP100

Meeting Date: APR 24, 2019 Meeting Type: Annual

Record Date: FEB 25, 2019

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Carolyn H. Byrd For For Management

1b Elect Director Don DeFosset For For Management

1c Elect Director Samuel A. Di Piazza, Jr. For For Management

1d Elect Director Eric C. Fast For For Management

1e Elect Director Zhanna Golodryga For For Management

1f Elect Director John D. Johns For For Management

1g Elect Director Ruth Ann Marshall For For Management

1h Elect Director Charles D. McCrary For For Management

1i Elect Director James T. Prokopanko For For Management

1j Elect Director Lee J. Styslinger, III For For Management

1k Elect Director Jose S. Suquet For For Management

1l Elect Director John M. Turner, Jr. For For Management

1m Elect Director Timothy Vines For For Management

2 Ratify Ernst & Young LLP as Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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SERVISFIRST BANCSHARES, INC.

Ticker: SFBS Security ID: 81768T108

Meeting Date: APR 17, 2019 Meeting Type: Annual

Record Date: FEB 22, 2019

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Thomas A. Broughton, III For For Management

1.2 Elect Director J. Richard Cashio For For Management

1.3 Elect Director James J. Filler For For Management

1.4 Elect Director Michael D. Fuller For For Management

1.5 Elect Director Hatton C. V. Smith For For Management

1.6 Elect Director Irma L. Tuder For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Dixon Hughes Goodman LLP as For For Management

Auditor

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SVB FINANCIAL GROUP

Ticker: SIVB Security ID: 78486Q101

Meeting Date: APR 25, 2019 Meeting Type: Annual

Record Date: FEB 25, 2019

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Greg W. Becker For For Management

1.2 Elect Director Eric A. Benhamou For For Management

1.3 Elect Director John S. Clendening For For Management

1.4 Elect Director Roger F. Dunbar For For Management

1.5 Elect Director Joel P. Friedman For For Management

1.6 Elect Director Kimberly A. Jabal For For Management

1.7 Elect Director Jeffrey N. Maggioncalda For For Management

1.8 Elect Director Mary J. Miller For For Management

1.9 Elect Director Kate D. Mitchell For For Management

1.10 Elect Director John F. Robinson For For Management

1.11 Elect Director Garen K. Staglin For For Management

2 Eliminate Cumulative Voting For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Amend Omnibus Stock Plan For For Management

5 Ratify KPMG LLP as Auditors For For Management

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SYNOVUS FINANCIAL CORP.

Ticker: SNV Security ID: 87161C501

Meeting Date: APR 24, 2019 Meeting Type: Annual

Record Date: FEB 21, 2019

# Proposal Mgt Rec Vote Cast Sponsor

1A Elect Director Tim E. Bentsen For For Management

1B Elect Director F. Dixon Brooke, Jr. For For Management

1C Elect Director Stephen T. Butler For For Management

1D Elect Director Elizabeth W. Camp For For Management

1E Elect Director Diana M. Murphy For For Management

1F Elect Director Harris Pastides For For Management

1G Elect Director Joseph J. Prochaska, Jr. For For Management

1H Elect Director John L. Stallworth For For Management

1I Elect Director Kessel D. Stelling For For Management

1J Elect Director Barry L. Storey For For Management

1K Elect Director Teresa White For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify KPMG LLP as Auditor For For Management

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SYSCO CORP.

Ticker: SYY Security ID: 871829107

Meeting Date: NOV 16, 2018 Meeting Type: Annual

Record Date: SEP 17, 2018

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Thomas L. Bene For For Management

1b Elect Director Daniel J. Brutto For For Management

1c Elect Director John M. Cassaday For For Management

1d Elect Director Joshua D. Frank For For Management

1e Elect Director Larry C. Glasscock For For Management

1f Elect Director Bradley M. Halverson For For Management

1g Elect Director John M. Hinshaw For For Management

1h Elect Director Hans-Joachim Koerber For For Management

1i Elect Director Nancy S. Newcomb For For Management

1j Elect Director Nelson Peltz For For Management

1k Elect Director Edward D. Shirley For For Management

1l Elect Director Sheila G. Talton For For Management

2 Approve Omnibus Stock Plan For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Ratify Ernst & Young LLP as Auditors For For Management

5 Limit Accelerated Vesting of Equity Against For Shareholder

Awards Upon a Change in Control

--------------------------------------------------------------------------------

TD AMERITRADE HOLDING CORP.

Ticker: AMTD Security ID: 87236Y108

Meeting Date: FEB 13, 2019 Meeting Type: Annual

Record Date: DEC 17, 2018

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Bharat B. Masrani For For Management

1.2 Elect Director Irene R. Miller For For Management

1.3 Elect Director Todd M. Ricketts For For Management

1.4 Elect Director Allan R. Tessler For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Ernst & Young LLP as Auditors For For Management

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THE BOEING COMPANY

Ticker: BA Security ID: 097023105

Meeting Date: APR 29, 2019 Meeting Type: Annual

Record Date: FEB 28, 2019

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Robert A. Bradway For For Management

1b Elect Director David L. Calhoun For For Management

1c Elect Director Arthur D. Collins, Jr. For For Management

1d Elect Director Edmund P. Giambastiani, For For Management

Jr.

1e Elect Director Lynn J. Good For For Management

1f Elect Director Nikki R. Haley For For Management

1g Elect Director Lawrence W. Kellner For For Management

1h Elect Director Caroline B. Kennedy For For Management

1i Elect Director Edward M. Liddy For For Management

1j Elect Director Dennis A. Muilenburg For For Management

1k Elect Director Susan C. Schwab For For Management

1l Elect Director Ronald A. Williams For For Management

1m Elect Director Mike S. Zafirovski For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Deloitte & Touche LLP as For For Management

Auditors

4 Report on Lobbying Payments and Policy Against For Shareholder

5 Adjust Executive Compensation Metrics Against Against Shareholder

for Share Buybacks

6 Require Independent Board Chairman Against For Shareholder

7 Amend Proxy Access Right Against For Shareholder

8 Adopt Share Retention Policy For Against Against Shareholder

Senior Executives

--------------------------------------------------------------------------------

THE WALT DISNEY CO.

Ticker: DIS Security ID: 254687106

Meeting Date: MAR 07, 2019 Meeting Type: Annual

Record Date: JAN 07, 2019

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Susan E. Arnold For For Management

1b Elect Director Mary T. Barra For For Management

1c Elect Director Safra A. Catz For For Management

1d Elect Director Francis A. deSouza For For Management

1e Elect Director Michael Froman For For Management

1f Elect Director Robert A. Iger For For Management

1g Elect Director Maria Elena Lagomasino For For Management

1h Elect Director Mark G. Parker For For Management

1i Elect Director Derica W. Rice For For Management

2 Ratify PricewaterhouseCoopers LLP as For For Management

Auditors

3 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

4 Report on Lobbying Payments and Policy Against For Shareholder

5 Assess Feasibility of Cyber Security Against For Shareholder

and Data Privacy as a Performance

Measure for Senior Executive

Compensation

--------------------------------------------------------------------------------

VALERO ENERGY CORPORATION

Ticker: VLO Security ID: 91913Y100

Meeting Date: APR 30, 2019 Meeting Type: Annual

Record Date: MAR 05, 2019

# Proposal Mgt Rec Vote Cast Sponsor

1A Elect Director H. Paulett Eberhart For For Management

1B Elect Director Joseph W. Gorder For For Management

1C Elect Director Kimberly S. Greene For For Management

1D Elect Director Deborah P. Majoras For For Management

1E Elect Director Donald L. Nickles For For Management

1F Elect Director Philip J. Pfeiffer For For Management

1G Elect Director Robert A. Profusek For For Management

1H Elect Director Stephen M. Waters For For Management

1I Elect Director Randall J. Weisenburger For For Management

1J Elect Director Rayford Wilkins, Jr. For For Management

2 Ratify KPMG LLP as Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

--------------------------------------------------------------------------------

VISA, INC.

Ticker: V Security ID: 92826C839

Meeting Date: JAN 29, 2019 Meeting Type: Annual

Record Date: NOV 30, 2018

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Lloyd A. Carney For For Management

1b Elect Director Mary B. Cranston For For Management

1c Elect Director Francisco Javier For For Management

Fernandez-Carbajal

1d Elect Director Alfred F. Kelly, Jr. For For Management

1e Elect Director John F. Lundgren For For Management

1f Elect Director Robert W. Matschullat For For Management

1g Elect Director Denise M. Morrison For For Management

1h Elect Director Suzanne Nora Johnson For For Management

1i Elect Director John A.C. Swainson For For Management

1j Elect Director Maynard G. Webb, Jr. For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify KPMG LLP as Auditors For For Management

--------------------------------------------------------------------------------

ZIONS BANCORPORATION

Ticker: ZION Security ID: 989701107

Meeting Date: SEP 14, 2018 Meeting Type: Special

Record Date: JUL 19, 2018

# Proposal Mgt Rec Vote Cast Sponsor

1 Approve Restructuring Plan For For Management

2 Adjourn Meeting For For Management

A Other Business For Against Management

========== END NPX REPORT

4900 Tiedeman Road, 4th Floor Brooklyn, OH		44144
(Address of principal executive offices)		(Zip code)

(Registrant)	Victory Institutional Funds

By (Signature and Title)*		/s/ Christopher K. Dyer, President
		Christopher K. Dyer

Date	August 8, 2019