Hamilton Lane 8-K: Officer/Director Changes & Shareholder Votes

TL;DR

Hamilton Lane filed an 8-K detailing leadership changes and shareholder votes. Keep an eye on governance.

AI Summary

Hamilton Lane Inc. filed an 8-K on September 5, 2024, reporting on the departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements. The filing also covers the submission of matters to a vote of security holders and includes financial statements and exhibits. The company is incorporated in Delaware and its principal executive offices are located at 110 Washington Street, Suite 1300, Conshohocken, PA 19428.

Why It Matters

This filing provides crucial updates on the company's leadership and governance, which can impact investor confidence and strategic direction.

Risk Assessment

Risk Level: low — This is a routine corporate filing detailing standard governance and personnel matters.

Key Players & Entities

• Hamilton Lane Inc. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• 110 Washington Street, Suite 1300, Conshohocken, PA 19428 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — which registered Class A Common Stock, $0.001 par value per share HLNE The Nasdaq Sto

Filing Documents

• hlne-20240905.htm (8-K) — 55KB
• ex102-hlnexrestrictedstock.htm (EX-10.2) — 34KB
• ex103-hlnexrestrictedstock.htm (EX-10.3) — 34KB
• ex104-hlnexperformancebase.htm (EX-10.4) — 38KB
• 0001433642-24-000089.txt ( ) — 312KB
• hlne-20240905.xsd (EX-101.SCH) — 2KB
• hlne-20240905_lab.xml (EX-101.LAB) — 22KB
• hlne-20240905_pre.xml (EX-101.PRE) — 13KB
• hlne-20240905_htm.xml (XML) — 3KB

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On September 5, 2024, the Company held its Annual Meeting for the purposes of (i) electing the Class II directors named in the Company's Proxy Statement, (ii) conducting an advisory vote to approve the compensation of the Company's named executive officers, as disclosed in the Proxy Statement, (iii) approving the Amended and Restated Equity Plan, and (iv) ratifying the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2025. As of the record date of July 10, 2024, there were 40,533,548 shares of our Class A common stock (each entitled to one vote per share) and 13,664,635 shares of our Class B common stock (each entitled to 10 votes per share) outstanding. The Class A common stock and Class B common stock voted as a single class on all matters presented at the Annual Meeting. Of the total 177,179,898 votes eligible to be cast at the Annual Meeting, shares entitled to cast 148,517,482 votes were represented. The final results of the stockholder vote are set forth below. Proposal No. 1 — Election of Class II Directors The Company's stockholders elected each of the Class II nominees for director as named in the Proxy Statement, each to serve a three-year term until the Company's 2027 annual meeting of stockholders and until a successor is duly elected and qualified or until his or her earlier death, resignation or removal. Information as to the vote on each director who stood for re-election is provided below. Nominee Votes For Votes Withheld Broker Non-Votes R. Vann Graves 130,514,400 14,951,326 3,051,756 Erik R. Hirsch 128,259,763 17,205,963 3,051,756 Leslie F. Varon 126,725,220 18,740,506 3,051,756 Proposal No. 2 — Advisory, Non-Binding Vote to Approve the Compensation of the Company's Named Executive Officers The Company's stockholders approved, on an advisory basis, named executive officer compensation, as

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Incorporated By Reference Filed Herewith Exhibit No. Description of Exhibit Form Exhibit Filing Date File No. 10.1 Amended and Restated Hamilton Lane Incorporated 2017 Equity Incentive Plan DEF 14A Appendix B 7/25/24 001-38021 10.2 Form of Restricted Stock Award Agreement under the Amended and Restated Hamilton Lane Incorporated 2017 Equity Incentive Plan X 10.3 Form of Director Restricted Stock Award Agreement under the Amended and Restated Hamilton Lane Incorporated 2017 Equity Incentive Plan X 10.4 Form of Performance Stock Award Agreement under the Amended and Restated Hamilton Lane Incorporated 2017 Equity Incentive Plan X 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) X Indicates a management contract or compensatory plan or arrangement.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HAMILTON LANE INCORPORATED Date: September 5, 2024 By: /s/ Lydia A. Gavalis Name: Lydia A. Gavalis Title: General Counsel and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR