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

herc20200615_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):

June 12, 2020

 

 

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))

 

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

 

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 12, 2020, Hercules Capital, Inc., a Maryland corporation, (the “Company”), held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”) and its 2020 Special Meeting of Stockholders (the “Special Meeting”). As of April 20, 2020, the record date for the Annual Meeting and Special Meeting, 110,594,697 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: Robert P. Badavas and Carol L. Foster for a term expiring 2023.

 

 

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, 2020.

 

Mr. Badavas and Ms. Foster 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 2 and proposal 3 were 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

Robert P. Badavas

35,907,326

12,344,121

Carol L. Foster

36,686,530

11,564,917

 

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 Scott Bluestein.

 

2.

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

 

For

Against

Abstain

40,941,270

5,081,897

2,228,280

 

The Company’s named executive officer compensation was approved.

 

3.

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

 

For

Against

Abstain

87,701,137

1,596,879

979,349

 

The appointment of PricewaterhouseCoopers was ratified.

 

The following matters were submitted at the Special Meeting, including any adjournments thereof, to the stockholders for consideration to:

 

 

1.

Authorize the Company, with the approval of its board of directors, to sell or otherwise issue shares of its common stock at a price below its then current net asset value per share subject to certain limitations set forth herein (including without limitation, that the number of shares issued does not exceed 25% of its then outstanding common stock).

 

The proposal to authorize the Company, with the approval of its board of directors, to sell or otherwise issue shares of its common stock at the price below its then current net asset value per share subject to limitations set forth herein (including without limitation, that the number of shares issued does not exceed 25% of its then outstanding common stock) was approved by the Company’s stockholders. The detailed voting results of the shares voted with regards to this matter is as follows:

 

All stockholders:

 

For

Against

Abstain

45,305,818

11,181,175

2,222,126

 

All stockholders excluding shares held by affiliated persons:

 

For

Against

Abstain

44,325,698

11,181,175

2,221,651

 

 

 

 

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.

       

June 16, 2020

     
   

By:

/s/ Melanie Grace

     

Melanie Grace

     

General Counsel and Secretary

 

 

 
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