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Section 1: 8-K (FORM 8-K)

herc20190529_8k.htm

 



 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):

May 30, 2019 

 

Hercules Capital, Inc.
(Exact name of registrant as specified in its charter)

 

 

Maryland 

814-00702 

74-3113410 

(State or other jurisdiction

of incorporation)

(Commission File No.)

(I.R.S. Employer

Identification No.)

 

400 Hamilton Ave., Suite 310

Palo Alto, CA

 

94301

(Address of principal executive offices)

 

(Zip Code)

 

Registrant's telephone number, including area code: (650) 289-3060

 

Not Applicable

(Former name or address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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.    ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

HTGC

New York Stock Exchange

5.25% Notes due 2025

HCXZ

New York Stock Exchange

6.25% Notes due 2033

HCXY

New York Stock Exchange

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

On May 30, 2019, Hercules Capital, Inc., a Maryland corporation, (the “Company”), held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 24, 2019, the record date for the Annual Meeting, 97,208,899 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 to:

 

 

1.

Elect two directors who will serve for the terms specified, or until his or her successor is elected and qualified: Joseph F. Hoffman and Doreen Woo Ho for a term expiring 2022.

 

 

2.

Approve, on an advisory basis, the compensation of the Company’s named executive officers.

 

 

3.

Ratify the selection of PricewaterhouseCoopers LLP to serve as our independent public accounting firm for the year ending December 31, 2019.

 

Mr. Hoffman and Ms. Woo Ho were each elected to serve as a director for the term specified above, or until his or her successor is elected and qualified, and proposal 3 was approved by the Company’s stockholders. Proposal 2, which is advisory and non-binding, was not approved by the Company’s stockholders. The detailed voting results of the shares voted with regards to each of these matters are as follows:

 

1.

Election of Directors

 

 

For

Withhold

 

 

 

Joseph F. Hoffman

25,789,200 13,823,566      

Doreen Woo Ho

27,073,663 12,539,103      

 

Continuing directors are as follows: Robert P. Badavas, Joseph F. Hoffman, Thomas J. Fallon, Doreen Woo Ho, Gayle Crowell, Carol L. Foster, Brad Koenig and Jorge Titinger.

 

2.

Approve, on an advisory basis, the compensation of the Company’s named executive officers.

 

 

For

Against

Abstain

 

 

  18,117,658 20,062,025 1,433,083    

 

The Company’s named executive officer compensation was not approved on an advisory, non-binding basis.

 

3.

Ratification of the selection of PricewaterhouseCoopers LLP to serve as our independent public accounting firm.

 

 

For

Against

Abstain

   
  83,147,327 1,038,997 762,083    

 

 

The appointment of PricewaterhouseCoopers was ratified.

 

 

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.

       
    HERCULES CAPITAL, INC.

May 30, 2019

     
   

By:

/s/ Melanie Grace

     

Melanie Grace

     

General Counsel and Secretary

 

 

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