Hercules Capital, Inc. (NYSE:HTGZ) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07
On December13, 2017, Hercules Capital, Inc., a Maryland corporation, (the “Company”), held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”). As of October30, 2017, the record date for the Annual Meeting, 84,162,661 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 Jorge Titinger for a term expiring 2020. |
| 2. | Approve, on an advisory basis, the compensation of the Company’s named executive officers. |
| 3. | Approve, on an advisory basis, the frequency of the executive compensation advisory vote. |
| 4. | Ratify the selection of PricewaterhouseCoopers LLP to serve as the Company’s independent public accounting firm for the year ending December31, 2017. |
Robert P. Badavas and Jorge Titinger were each elected to serve as a director for the term specified above, or until their successor is elected and qualified, and proposals 2, 3 and 4 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:
| For | Withhold | |
|
Robert P. Badavas |
36,132,559 | 1,095,038 |
|
Jorge Titinger |
36,196,329 | 1,031,268 |
Continuing directors are as follows: Manuel A. Henriquez, Joseph F. Hoffman, Thomas J. Fallon, Doreen Woo Ho, Brad Koenig and Allyn C. Woodward.
| 2. | Approve, on an advisory basis, the compensation of the Company’s named executive officers. |
| For | Against | Abstain |
|
34,414,498 |
2,160,559 | 652,540 |
The Company’s named executive officer compensation was approved.
| 3. | Approve, on an advisory basis, the frequency of the executive compensation advisory vote. |
| One Year | Two Years | Three Years | Abstain |
|
34,685,928 |
497,446 | 1,507,954 | 536,269 |
The frequency of one year was approved.
| . | Ratification of the selection of PricewaterhouseCoopers LLP to serve as the Company’s independent public accounting firm. |
| For | Against | Abstain |
|
73,900,779 |
503,622 | 562,508 |
The appointment of PricewaterhouseCoopers was ratified.