Hercules Capital, Inc.
For the period ended Jun 18, 2025. Filed Apr 24, 2025.
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Jun 18, 2025 · Filed Apr 24, 2025
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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 Registrantx
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | 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):
| x | No fee required |
|---|---|
| o | Fee paid previously with preliminary materials |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(l) and 0-11 |
2025 PROXY STATEMENTNotice of Annual Meeting June 18, 2025
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 2024, it is my pleasure to once again invite you to the Hercules Capital Annual Meeting of Stockholders.Hercules Capital achieved a significant milestone in 2024 as we celebrated 20 years of investment activity while our investment platform reached and surpassed the $20 billion mark in cumulative debt commitments since inception. This achievement underscores our commitment to serving the capital needs of the venture and growth-stage ecosystems. Since our inception, our success has been made possible by the tremendous work and dedication of our talented employees and the trust that our investors have placed with us. We are grateful to continue to serve our stockholders by successfully supporting innovative technology and life sciences companies. Serving our stockholders means protecting their investment. For the last two years, stockholders have granted us the ability to sell shares of common stock if the price per share is less than the net asset value per share, subject to certain conditions. While we have no current intention to conduct such sales, the Board of Directors and I continue to believe strongly that having this approval is protective to stockholders during times of market volatility. The current approval expires August 15, 2025. We are asking you to once again renew this approval for an additional twelve month period by voting your shares in favor of Proposal 3 using one of the methods described on page 1 of this proxy statement before June 18, 2025.
Hercules Capital achieved a significant milestone in 2024 as we celebrated 20 years of investment activity while our investment platform reached and surpassed the $20 billion mark in cumulative debt commitments since inception.
| Your investmentand support isvital to ourmission andsuccess. | 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 will continue to be guided by our unwavering commitment to venture and growth-stage companies and doing what we believe is in the best interests of our stockholders - just as we have done for more than 20 years.Thank you for your continued commitment to Hercules Capital and the entrepreneurs and businesses we serve. |
|---|
Sincerely,
Scott BluesteinChief Executive OfficerChief Investment Officer
NOTICE OF 2025 ANNUAL MEETING
The details of the 2025 annual meeting of stockholders (the “Annual Meeting”) of Hercules Capital, Inc. are as follows:
Annual Meeting
| Date and Time | Location | Record Date |
|---|---|---|
| Wednesday, June 18, 20259:00 a.m. Eastern Time | www.virtualshareholdermeeting.com/HTGC2025 | Thursday, April 17, 2025 |
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 Directors | FOR | 5 |
| 2 | Advisory vote to approve the Company’s named executive officer compensation | FOR | 42 |
| 3 | Authorization of the Company to sell or issue Shares at a price below its then-current NAV per share, subject to the conditions set forth in Proposal 3 | FOR | 44 |
| 4 | Ratification of the selection of the Independent Public Accountant for the fiscal year ending December 31, 2025 | FOR | 52 |
YOUR VOTE IS IMPORTANT – How to vote:
| Internet: Visit www.proxyvote.comYou will need the 16-digit control number included in the proxy card, voter instruction card or notice. | PhoneCall 1-800-690-6903 or the number on your voter instruction form. You will need the control number included in your proxy card. |
| QR CodeYou can scan the QR Code on your proxy card to vote with your mobile phone. | MailSend 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 24, 2025. 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
HELPFUL RESOURCES
| Definition of Certain Terms or Abbreviations | Where You Can Find More Information | |
|---|---|---|
| 1940 Act means the Investment Company Act of 1940, as amendedAnnual Meeting means the 2025 annual meeting of stockholdersAnnual Report means the Company’s Annual Report on Form 10-KBDC means business development companyBoard means the Company’s Board of DirectorsCEO means chief executive officerCommittees means the Company’s Audit, Compensation and Nominating and Governance (“Governance”) CommitteesCompany, we or us means Hercules Capital, Inc., its wholly-owned subsidiaries and affiliated securitization trustsDirector means a member of the Company’s BoardDodd-Frank Act means the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010Exchange Act means the Securities Exchange Act of 1934, as amendedIndependent Director means a Director who is not an “interested person” of the Company, as defined by the 1940 Act and applicable NYSE rulesIndependent Public Accountant means PricewaterhouseCoopers LLP, or PwCNAV means net asset valueNEO means named executive officerNYSE means the New York Stock ExchangeProxies refers to Scott Bluestein and Kiersten Zaza Botelho, the designated proxies for the Annual meetingProxy Statement means this proxy statement, which provides important information about the Annual Meeting RIC means regulated investment company under the Internal Revenue Code of 1986, as amendedSEC means the Securities and Exchange CommissionSecurities Act means the Securities Act of 1933, as amendedShares means shares of the Company’s common stock | Annual Meeting | |
| Proxy Statement & Annual Reporthttps://investor.htgc.com/company-information/annual-reports-proxyVoting Your Proxy Online before the 2025 Annual Meetingwww.proxyvote.com | ||
| Board of Directors | ||
| https://investor.htgc.com/corporate-governance board-of-directors | ||
| Communications with the Board | ||
| Please see page 10 of this Proxy Statement for details. | ||
| Committee Charters | ||
| https://investor.htgc.com/corporate-governance/governance-documents• Audit Committee Charter• Compensation Committee Charter• Nominating and Corporate Governance Committee Charter | ||
| Other Governance Documents | ||
| https://investor.htgc.com/corporate-governance/governance-documents• Code of Business Conduct and Ethics• Code of Ethics for Directors, Officers and All Employees• Corporate Governance Guidelines• ESG Policy• Sarbanes-Oxley Whistleblower Procedures | ||
| Investor Relations | ||
| https://investor.htgc.com |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.