hlne-20200903
0001433642false00014336422020-09-032020-09-03


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): September 3, 2020
Hamilton Lane Incorporated
(Exact Name of Registrant as specified in its charter)
Delaware001-3802126-2482738
(State or other jurisdiction of incorporation)
(Commission File No.)(IRS Employer Identification No.)
One Presidential Blvd.,4th Floor
Bala Cynwyd, PA19004
(Address of principal executive offices)
(Zip Code)
 (610) 934-2222 
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former 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:
☐
 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 classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, 00014336422020-09-032020-09-03


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): September 3, 2020
Hamilton Lane Incorporated
(Exact Name of Registrant as specified in its charter)
Delaware001-3802126-2482738
(State or other jurisdiction of incorporation)
(Commission File No.)(IRS Employer Identification No.)
One Presidential Blvd.,4th Floor
Bala Cynwyd, PA19004
(Address of principal executive offices)
(Zip Code)
 (610) 934-2222 
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former 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:
☐
 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 classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.001 par value per shareHLNEThe Nasdaq Stock Market LLC

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 September 3, 2020, Hamilton Lane Incorporated (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”) for the purposes of (i) electing the Class I directors named in the Company’s 2020 Proxy Statement (the “Proxy Statement”), (ii) conducting an advisory vote to approve the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement and (iii) ratifying the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2021. As of the record date of July 8, 2020, there were 32,772,936 shares of our Class A common stock (each entitled to one vote per share) and 19,778,091 shares of our Class B common stock (each entitled to 10 votes per share) outstanding. The Class A common stock and Class B common stock voted as a single class on all matters presented at the Annual Meeting. Of the total 230,553,846 votes eligible to be cast at the Annual Meeting, shares entitled to cast 202,564,960 votes were represented. The results of the stockholder vote are set forth below.

Proposal 1 — Election of Class I Directors

The Company’s stockholders elected both Class I nominees for director as named in the Proxy Statement, each to serve a three-year term until our 2023 annual meeting of stockholders and until a successor is duly elected and qualified or until his earlier death, resignation or removal. Information as to the vote on each director who stood for re-election is provided below.

NameVotes ForVotes WithheldBroker Non-Votes
David J. Berkman189,159,35410,335,8023,069,804
O. Griffith Sexton187,673,93311,821,2233,069,804


Proposal 2 — Advisory, Non-Binding Vote to Approve the Compensation of the Company’s Named Executive Officers

The Company’s stockholders approved, on an advisory basis, named executive officer compensation, as set forth below.

Votes ForVotes AgainstAbstentionsBroker Non-Votes
199,227,179226,81841,1593,069,804


Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending March 31, 2021

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2021, as set forth below.

Votes ForVotes AgainstAbstentionsBroker Non-Votes
202,456,92898,2209,8120



SIGNATURES
 
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.
 
HAMILTON LANE INCORPORATED
Date: September 4, 2020
By: /s/ Lydia A. Gavalis
Name:Lydia A. Gavalis
Title:General Counsel and Secretary

HLNEThe Nasdaq Stock Market LLC

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 September 3, 2020, Hamilton Lane Incorporated (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”) for the purposes of (i) electing the Class I directors named in the Company’s 2020 Proxy Statement (the “Proxy Statement”), (ii) conducting an advisory vote to approve the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement and (iii) ratifying the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2021. As of the record date of July 8, 2020, there were 32,772,936 shares of our Class A common stock (each entitled to one vote per share) and 19,778,091 shares of our Class B common stock (each entitled to 10 votes per share) outstanding. The Class A common stock and Class B common stock voted as a single class on all matters presented at the Annual Meeting. Of the total 230,553,846 votes eligible to be cast at the Annual Meeting, shares entitled to cast 202,564,960 votes were represented. The results of the stockholder vote are set forth below.

Proposal 1 — Election of Class I Directors

The Company’s stockholders elected both Class I nominees for director as named in the Proxy Statement, each to serve a three-year term until our 2023 annual meeting of stockholders and until a successor is duly elected and qualified or until his earlier death, resignation or removal. Information as to the vote on each director who stood for re-election is provided below.

NameVotes ForVotes WithheldBroker Non-Votes
David J. Berkman189,159,35410,335,8023,069,804
O. Griffith Sexton187,673,93311,821,2233,069,804


Proposal 2 — Advisory, Non-Binding Vote to Approve the Compensation of the Company’s Named Executive Officers

The Company’s stockholders approved, on an advisory basis, named executive officer compensation, as set forth below.

Votes ForVotes AgainstAbstentionsBroker Non-Votes
199,227,179226,81841,1593,069,804


Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending March 31, 2021

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2021, as set forth below.

Votes ForVotes AgainstAbstentionsBroker Non-Votes
202,456,92898,2209,8120



SIGNATURES
 
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.
 
HAMILTON LANE INCORPORATED
Date: September 4, 2020
By: /s/ Lydia A. Gavalis
Name:Lydia A. Gavalis
Title:General Counsel and Secretary


 v3.20.2
Cover Page
Sep. 03, 2020
Cover [Abstract]  
Document Type 8-K
Document Period End Date Sep. 03, 2020
Entity Registrant Name Hamilton Lane Inc
Entity Incorporation, State or Country Code DE
Entity File Number 001-38021
Entity Tax Identification Number 26-2482738
Entity Address, Address Line One One Presidential Blvd.,
Entity Address, Address Line Two 4th Floor
Entity Address, City or Town Bala Cynwyd,
Entity Address, State or Province PA
Entity Address, Postal Zip Code 19004
City Area Code 610
Local Phone Number 934-2222
Written Communications false
Soliciting Material false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, $0.001 par value per share
Trading Symbol HLNE
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001433642
Amendment Flag false
Pre-commencement Tender Offer false