Hercules Capital, Inc. 8-K

What Happened
Hercules Capital, Inc. (HTGC) filed an 8-K on June 18, 2026 reporting results of its 2026 Annual Meeting of Stockholders held after an April 9, 2026 record date (187,133,158 shares outstanding). Stockholders elected Robert P. Badavas as a Class I independent director (term to 2029), approved the company’s advisory “say‑on‑pay,” voted to hold advisory votes on executive compensation every year, approved amendments and restatements to the 2018 Equity Incentive Plan and the 2018 Non‑Employee Director Plan, and ratified PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for 2026. The board says it will hold annual advisory votes on named executive officer compensation until the next required frequency vote or until the board decides otherwise.

Key Details

• Record date and shares outstanding: April 9, 2026; 187,133,158 shares.
• Director election (Proposal 1): Robert P. Badavas elected. Vote tally — For: 56,422,755; Against: 7,998,130; Abstain: 1,208,961; Broker non‑votes: 64,127,395.
• Say‑on‑pay and frequency (Proposals 2 & 3): Advisory approval of named executive officer compensation — For: 58,698,529; Against: 4,560,167; Abstain: 2,371,150; Broker non‑votes: 64,127,395. Frequency selected = 1 year (For 1 year: 61,201,443; 2 years: 1,250,414; 3 years: 1,310,361; Abstain: 1,867,628; Broker non‑votes: 64,127,395).
• Equity and director plan amendments (Proposals 4 & 5): Both amended and restated — Proposal 4 For: 59,276,440; Against: 4,054,542; Abstain: 2,298,864; Broker non‑votes: 64,127,395. Proposal 5 For: 59,722,634; Against: 3,596,932; Abstain: 2,310,280; Broker non‑votes: 64,127,395.
• Auditor ratification (Proposal 6): PwC ratified as independent auditor for 2026 — For: 126,724,716; Against: 1,631,996; Abstain: 1,400,529.

Why It Matters

• Governance: Election of an independent director and approval of plan amendments affect board composition and equity incentive frameworks that support management and directors.
• Compensation oversight: Stockholders approved the company’s executive compensation (say‑on‑pay) and chose annual advisory votes, signaling continuing shareholder engagement on pay.
• Audit continuity: Ratification of PwC maintains the company’s independent auditor for 2026, relevant to financial reporting oversight.

This filing reports voting outcomes and governance actions; investors should watch subsequent proxy disclosures for details of the amended equity plans and any material changes to compensation or governance policies.