UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders |
On June 18, 2025, Hercules Capital, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 17, 2025, the record date for the Annual Meeting, 175,420,455 shares of the Company’s common stock were outstanding and entitled to vote.
The following matters were submitted at the Annual Meeting to the stockholders for consideration:
| Proposal 1. | Election of three directors | |
| Proposal 2. | Advisory vote to approve the Company’s named executive officer compensation | |
| Proposal 3. | Authorization of the Company to sell or issue shares of its common stock at a price below its then-current net asset value (“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, 2025 | |
At the Annual Meeting, stockholders (i) elected each of Scott Bluestein, Wade Loo and DeAnne Aguirre to serve as a Class III director until 2028, or until his or her successor is elected and qualified, (ii) on an advisory basis, approved the Company’s named executive officer compensation, (iii) did not authorize 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, and (iv) ratified the selection of PwC to serve as the Company’s independent public accountant for the year ending December 31, 2025. Detailed results are below.
| For | Against | Abstain | Broker Non-Votes | |||||||
| Proposal 1 | Scott Bluestein | 63,732,497 | 1,111,333 | 1,305,121 | 62,194,527 | |||||
| Wade Loo | 61,882,801 | 2,636,652 | 1,629,498 | 62,194,527 | ||||||
| DeAnne Aguirre | 53,233,934 | 11,628,304 | 1,286,713 | 62,194,527 | ||||||
| For | Against | Abstain | Broker Non-Votes | |||||||
| Proposal 2 | 56,068,806 | 6,417,109 | 3,663,036 | 62,194,527 | ||||||
| For | Against | Abstain | Broker Non-Votes | |||||||
| Proposal 3 | All stockholders | 52,618,130 | 11,069,871 | 2,460,950 | 62,194,527 | |||||
| All stockholders excluding shares held by affiliates | 46,991,610 | 11,069,871 | 2,460,950 | 62,194,527 | ||||||
| For | Against | Abstain | Broker Non-Votes | |||||||
| Proposal 4 | 124,568,440 | 1,780,065 | 1,994,973 | — | ||||||
| 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 20, 2025 |
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By: | /s/ Kiersten Zaza Botelho | |||||
| Kiersten Zaza Botelho Secretary | ||||||||