Hamilton Lane Incorporated (NASDAQ:HLNE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Directors (the Board) of Hamilton Lane Incorporated (the Company)
increased the size of the Board to six directors and unanimously
elected Leslie F. Varon and David J. Berkman as directors of the
Company to fill the resulting vacancies. The Board determined
that Mr. Berkman and Ms. Varon are independent directors under
applicable Securities and Exchange Commission and NASDAQ rules.
Mr. Berkman was elected as a Class I director with an initial
term expiring at the Companys 2017 Annual Meeting of
Stockholders. He also was appointed as a member of the Companys
Audit Committee. Ms. Varon was elected as a Class II director
with an initial term expiring at the Companys 2018 Annual Meeting
of Stockholders. Ms. Varon also was appointed to replace Erik
Hirsch as a member of the Companys Audit Committee. She has been
named the Chair of the Audit Committee as of the Effective Date.
certain significant outside investors, members of management and
significant employee stockholders to which HLA Investments, LLC
(HLAI) has the right to nominate to the Board the Companys
directors. HLAI designated Mr. Berkman and Ms. Varon as
directors.
Ms. Varon and any other persons or entities to which either of
them was elected as a director, nor are there any transactions
between the Company and either of them that would require
disclosure under Item 404(a) of Regulation S-K. Mr. Berkman and
Ms. Varon are expected to enter into the Companys standard form
of indemnification agreement, which was filed as Exhibit 10.9 to
the Companys Registration Statement on Form S-1 declared
effective on February 28, 2017.
Griffith Sexton, will each receive an annual retainer of
$125,000, in the form of cash, time-based restricted stock
awarded under the Hamilton Lane Incorporated 2017 Equity
Incentive Plan or a combination of both. Ms. Varon will receive
an additional $15,000 annual cash retainer for her service as
Chair of the Audit Committee. The Company will reimburse each
independent director for expenses incurred by them for Board
meeting attendance.
Berkman and Ms. Varon to the Companys Board is attached as
Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1
shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act),
nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange
Act, except as shall be expressly set forth by specific reference
in such filing.
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Exhibit No.
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Description
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99.1
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Press Release of Hamilton Lane Incorporated dated May
30, 2017. |
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About Hamilton Lane Incorporated (NASDAQ:HLNE)
Hamilton Lane Incorporated is a global private markets investment solutions provider. The Company works with its clients to conceive, structure, build out, manage and monitor portfolios of private markets funds and direct investments, and it helps them access a set of such investment opportunities around the world. It offers a range of investment solutions across a range of private markets, including private equity, private credit, real estate, infrastructure, natural resources, growth equity and venture capital. These solutions are constructed from a range of investment types, including primary investments in funds managed by third-party managers, direct/co-investments alongside such funds and acquisitions of secondary stakes in such funds, with a range of its clients utilizing multiple investment types. These solutions are offered in a range of formats covering some or all phases of private markets investment programs, such as Customized Separate Accounts and Specialized Funds. Hamilton Lane Incorporated (NASDAQ:HLNE) Recent Trading Information
Hamilton Lane Incorporated (NASDAQ:HLNE) closed its last trading session down -0.30 at 20.45 with 93,140 shares trading hands.
