UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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| 6.25% Notes due 2033 | HCXY | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
On June 20, 2024, the Company held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 19, 2024, the record date for the Annual Meeting, 162,177,712 shares of the Company’s common stock were outstanding and entitled to vote.
The following matters were submitted at the Annual Meeting, including any adjournments thereof, to the stockholders for consideration:
| Proposal 1. | Election of three independent directors | |||
| Proposal 2. | Advisory vote to approve the Company’s named executive offer compensation | |||
| Proposal 3. | Authorization of the Company to sell or issue shares of its common stock at a price below its then-current NAV per share, subject to the conditions set forth in Proposal 3 | |||
| Proposal 4. | Ratification of the selection of PricewaterhouseCoopers LLP (“PwC”) as the independent public accountant for the fiscal year ending December 31, 2024 |
Pursuant to Article II, Section 5 of the Company’s Bylaws, the chair of the Annual Meeting adjourned the Annual Meeting without opening the polls with respect to Proposal 3. The Annual Meeting will reconvene with respect to Proposal 3 at the same virtual location on August 15, 2024 at 9:00 a.m. Pacific Time.
With respect to the Proposals 1, 2 and 4, stockholders (i) elected each of Gayle Crowell, Thomas J. Fallon and Nikos Theodosopoulos to serve as an Class II independent director until 2027, or until his or her successor is elected and qualified, (ii) on an advisory basis, approved the Company’s named executive officer compensation and (iii) ratified the selection of PwC to serve as the Company’s independent public accountant for the year ending December 31, 2024. Detailed results of each of the held votes are below.
| For | Against | Abstain | ||||||||||||
| Proposal 1* |
Gayle Crowell | 60,621,744 | 8,739,348 | 2,037,987 | ||||||||||
| Thomas J. Fallon | 60,426,092 | 8,884,287 | 2,088,700 | |||||||||||
| Nikos Theodosopoulos | 67,717,749 | 1,244,485 | 2,436,845 | |||||||||||
| For | Against | Abstain | ||||||||||||
| Proposal 2 |
60,966,984 | 6,573,236 | 3,858,859 | |||||||||||
| For | Against | Abstain | ||||||||||||
| Proposal 4 |
117,365,924 | 1,772,185 | 2,571,507 | |||||||||||
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HERCULES CAPITAL, INC. | ||||||||
| June 21, 2024 | By: | /s/ Kiersten Zaza Botelho | ||||||
| Kiersten Zaza Botelho Chief Legal Officer | ||||||||