Hercules Capital, Inc.
For the period ended Jun 20, 2024. Filed Apr 23, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 20, 2024 · Filed Apr 23, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
Hercules Capital, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(l) and 0-11 |
2024 PROXY STATEMENT
Notice of Annual Meeting
June 20, 2024
Empowering Innovators
TO MY FELLOW STOCKHOLDER,
On behalf of the Board of Directors and the Hercules Capital team, thank you for your investment. Following another record-breaking year in 2023, it is my pleasure to once again invite you to the Hercules Capital Annual Meeting of Stockholders. This year marks our 20th year investing in the venture and growth stage asset class. Our success and longevity is attributable to the tremendous dedication, efforts and capabilities of our employees, the trust that our venture capital and private equity partners place with us every day and the support by you – our valued stockholders. Since 2004, we have committed more than $19 billion to technology and life sciences companies that drive innovation, enhance the lives of countless individuals, strengthen businesses and foster economic growth. Your investment and support is vital to our mission and success. Protecting your investment is a responsibility that I, the Hercules team and our Board of Directors take very seriously. At the 2023 annual meeting, stockholders granted us the ability to sell shares of common stock if the price per share becomes less than the net asset value per share, subject to certain conditions and stockholder protections. This approval expires at the 2024 annual meeting and we are asking stockholders to renew this approval for an additional year. We still have no current intention to conduct such sales. However, we continue to believe strongly that having this approval is protective to our stockholders during times of extreme market conditions and helps ensure that we are poised to seize short-term opportunities for the long-term. To ensure that we lock in this protection for another year, it imperative that you vote your shares using one of the methods described on page 1 of this proxy statement before June 20, 2024.
Since 2004, we have committed more than $19 billion to technology and life sciences companies that drive innovation, enhance the lives of countless individuals, strengthen businesses and foster economic growth.
| Your investment and support is vital to our mission and success. | As we enter into our third decade of venture and growth-stage lending, the Board of Directors and the entire Hercules team remain steadfast in our efforts to maximize total stockholder returns and expand our platform capabilities for the benefit of our clients. We are honored to continue to put your investment to work by lending to innovative, entrepreneurial companies. Thank you for your commitment to Hercules Capital and the entrepreneurs and businesses we serve. |
|---|
Sincerely,
Scott Bluestein
Chief Executive Officer
Chief Investment Officer
As presented above, Return on Average Equity and Return on Average Assets are (i) sourced from Hercules Capital, Inc. and S&P Capital IQ as of December 31, 2023 and (ii) based on net investment income, excluding realized and unrealized gains/losses.
NOTICE OF 2024 ANNUAL MEETING
The details of the 2024 annual meeting of stockholders (the “Annual Meeting”) of Hercules Capital, Inc. are as follows:
Annual Meeting
| Date and Time | Location | Record Date |
|---|---|---|
| Thursday, June 20, 2024 9:00 a.m. Pacific Time | www.virtualshareholdermeeting.com/HTGC2024 | Friday, April 19, 2024 |
Voting Matters
At or before the Annual Meeting, we ask that you vote on the following items:
| Proposal | Description | BoardRecommendation | For moreinformation, see page: |
|---|---|---|---|
| 1 | Election of three Independent Directors | FOR | 5 |
| 2 | Advisory vote to approve the Company’s named executive officer compensation | FOR | 40 |
| 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 | FOR | 42 |
| 4 | Ratification of the selection of the Independent Public Accountant for the fiscal year ending December 31, 2024 | FOR | 50 |
YOUR VOTE IS IMPORTANT – How to vote:
| Internet: Visit www.proxyvote.com You will need the 16-digit control number included in the proxy card, voter instruction card or notice. | Phone Call 1-800-690-6903 or the number on your voter instruction form. You will need the control number included in your proxy card. |
| QR Code You can scan the QR Code on your proxy card to vote with your mobile phone. | Mail Send your completed and signed proxy card or voter instruction form to the address on your proxy card or voter instruction form. |
You may also attend and participate in the Annual Meeting virtually by following the instructions onwww.proxyvote.com. Please have your 16-Digit Control Number (located on your proxy card) to join the meeting.
We plan to begin mailing the Proxy Statement to stockholders on or about April 23, 2024. The enclosed proxy statement (the “Proxy Statement”) is also available atwww.proxyvote.com, where you can also find copies of the proxy card and the Company’s Annual Report on Form 10-K (the “Annual Report”). Stockholders may request a copy of the Proxy Statement and the Annual Report by contacting our main office at (650)289-3060.
By Order of the Board,
Kiersten Zaza Botelho
Corporate Secretary
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.