false 0001280784 0001280784 2024-08-15 2024-08-15 0001280784 us-gaap:CommonStockMember 2024-08-15 2024-08-15 0001280784 us-gaap:DeferrableNotesMember 2024-08-15 2024-08-15

 

 

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): August 15, 2024

 

 

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.)

 

1 North B Street, Suite 2000  
San Mateo, CA   94401
(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
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 August 15, 2024, Hercules Capital (the “Company”) reconvened its 2024 Annual Meeting of Stockholders (the “Annual Meeting”), which was initially held on June 20, 2024 and adjourned to August 15, 2024 with respect to Proposal 3. As of April 19, 2024, the record date for the Annual Meeting, 162,177,712 shares of the Company’s common stock were outstanding and entitled to vote.

The following matter was submitted at the reconvened Annual Meeting to stockholders for consideration:

 

Proposal 3.

   Authorization of the Company to sell or issue shares of its common stock at a price below its then-current NAV per share, subject to the conditions set forth in Proposal 3

Stockholders authorized the Company to sell or issue shares of its common stock at a price below its then-current NAV per share, subject to the conditions set forth in Proposal 3. Detailed results of this vote are below. The results of the votes held on June 20, 2024 were previously reported on the Company’s Current Report on Form 8-K filed with the Commission on June 21, 2024.

 

     For      Against      Abstain  

Proposal 3

      62,295,041        14,854,495        4,859,506  

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  HERCULES CAPITAL, INC.
August 16, 2024     By:  

/s/ Kiersten Zaza Botelho

     

Kiersten Zaza Botelho

Chief Legal Officer

v3.24.2.u1
Document and Entity Information
Aug. 15, 2024
Document And Entity Information [Line Items]  
Amendment Flag false
Entity Central Index Key 0001280784
Document Type 8-K
Document Period End Date Aug. 15, 2024
Entity Registrant Name Hercules Capital, Inc.
Entity Incorporation State Country Code MD
Entity File Number 814-00702
Entity Tax Identification Number 74-3113410
Entity Address, Address Line One 1 North B Street
Entity Address, Address Line Two Suite 2000
Entity Address, City or Town San Mateo
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94401
City Area Code (650)
Local Phone Number 289-3060
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Common Stock, par value $0.001 per share
Trading Symbol HTGC
Security Exchange Name NYSE
Deferrable Notes [Member]  
Document And Entity Information [Line Items]  
Security 12b Title 6.25% Notes due 2033
Trading Symbol HCXY
Security Exchange Name NYSE
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