Hercules Capital Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$HTGC
Investment Managers
Finance
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 18, 2026
(Exact name of registrant as specified in its charter)
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| (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):
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Securities registered pursuant to Section 12(b) of the Act:
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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 ☐
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| Item 5.07 | Submission of Matters to a Vote of Security Holders | ||||
On June 18, 2026, Hercules Capital, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 9, 2026, the record date for the Annual Meeting, 187,133,158 shares of the Company’s common stock were outstanding and entitled to vote.
The following matters were submitted at the Annual Meeting to the stockholders for consideration:
| Proposal 1. | Election of one independent director | |||||||
| Proposal 2. | Advisory vote to approve the Company’s named executive officer compensation | |||||||
| Proposal 3. | Advisory vote on the frequency of the advisory vote on executive compensation | |||||||
| Proposal 4. | Approve the amendment and restatement of the Hercules Capital, Inc. Amended and Restated 2018 Equity Incentive Plan | |||||||
| Proposal 5. | Approve the amendment and restatement of the Hercules Capital, Inc. 2018 Non-Employee Director Plan | |||||||
| Proposal 6. | Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 | |||||||
At the Annual Meeting, stockholders (i) elected Robert P. Badavas to serve as a Class I independent director until 2029, or until his successor is elected and qualified, (ii) on an advisory basis, approved the Company’s named executive officer compensation, (iii) on an advisory basis, selected 1 year as the frequency of the advisory vote on executive compensation, (iv) approved the amendment and restatement of the Hercules Capital, Inc. Amended and Restated 2018 Equity Incentive Plan, (v) approved the amendment and restatement of the Hercules Capital, Inc. 2018 Non-Employee Director Plan, and (vi) ratified the selection of PricewaterhouseCoopers LLP to serve as the Company’s independent public accountant for the year ending December 31, 2026. In light of these voting results, the Company intends to hold a non-binding, advisory stockholder vote on the compensation of the Company’s named executive officers on an annual basis until the next required vote on the frequency of advisory votes to approve executive compensation, or until the Board of Directors otherwise determines a different frequency for such non-binding votes. Detailed results are below.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||||||||||||||
| Proposal 1 | 56,422,755 | 7,998,130 | 1,208,961 | 64,127,395 | ||||||||||||||||||||||||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||||||||||||||
| Proposal 2 | 58,698,529 | 4,560,167 | 2,371,150 | 64,127,395 | ||||||||||||||||||||||||||||
| 1 Year | 2 Years | 3 Years | Abstain | Broker-Non Votes | ||||||||||||||||||||||||||||
| Proposal 3 | 61,201,443 | 1,250,414 | 1,310,361 | 1,867,628 | 64,127,395 | |||||||||||||||||||||||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||||||||||||||
| Proposal 4 | 59,276,440 | 4,054,542 | 2,298,864 | 64,127,395 | ||||||||||||||||||||||||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||||||||||||||
| Proposal 5 | 59,722,634 | 3,596,932 | 2,310,280 | 64,127,395 | ||||||||||||||||||||||||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||||||||||||||
| Proposal 6 | 126,724,716 | 1,631,996 | 1,400,529 | − | ||||||||||||||||||||||||||||
| Item 9.01. | Financial Statements and Exhibits | ||||
(d) Exhibits.
| Number | Exhibit | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
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 18, 2026 | ||||||||||||||||||||
| By: | /s/ Kiersten Zaza Botelho | |||||||||||||||||||
| Kiersten Zaza Botelho | ||||||||||||||||||||
| Secretary | ||||||||||||||||||||