Form 8-K - Current report

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 7, 2023

Hamilton Lane Incorporated

(Exact Name of Registrant as specified in its charter)

Delaware

001-38021

26-2482738

(State or other jurisdiction of incorporation)

(Commission File No.)

(IRS Employer Identification No.)

110 Washington Street,

Suite 1300

Conshohocken,

19428

(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 class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.001 par value per share

HLNE

The 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 7, 2023, Mario Giannini, the Chief Executive Officer (“CEO”) of Hamilton Lane Incorporated (the “Company”), provided notice to the Board of Directors of the Company (the “Board”) that he is transitioning away from his position as CEO, effective as of January 1, 2024, as part of the Company’s long-term succession planning process. He will stay on with the Company as an employee and will join Hartley Rogers as Executive Co-Chairman, also effective as of January 1, 2024. Mr. Giannini will also continue to serve in his capacity as a director of the Company.

On the same day, the Board appointed Erik Hirsch and Juan Delgado-Moreira as co-Chief Executive Officers, also effective as of January 1, 2024. Please see the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on July 25, 2023 (the “Proxy Statement”), under the headings “Proposal No. 1—Election of Directors” and “Executive Officers”, for the background and experience of Messrs. Hirsch and Delgado-Moreira, which are incorporated by reference herein. When they begin their new roles, Mr. Delgado-Moreira will lead the Company’s global sales efforts and client service organization, while Mr. Hirsch will lead the Company’s strategic direction and manage its operations. They will jointly manage the Company’s global investment team.

In addition, at its meeting on September 7, 2023, the Board increased the size of the Board from seven directors to nine directors and unanimously elected Mr. Delgado-Moreira as a Class I director of the Company to fill one of the resulting vacancies, effective as of January 1, 2024. His initial term will expire at the Company’s 2026 annual meeting of stockholders. As of the date hereof, the Board has not determined any committee appointments for Mr. Delgado-Moreira. The Company is currently a party to a stockholders agreement with certain significant outside investors, members of management and significant employee stockholders pursuant to which the Company’s controlling stockholder, HLA Investments, LLC (“HLAI”), has the right to designate individuals to fill Board vacancies. HLAI designated Mr. Delgado-Moreira as director. HLAI is controlled by Mr. Rogers. The Board, in consultation with HLAI, is conducting a search for an independent director to fill the remaining vacancy.

The Company has not yet made any determination with respect to changing the compensation of Messrs. Giannini, Hirsch or Delgado-Moreira.

There are no arrangements or understandings between either of Messrs. Hirsch or Delgado-Moreira and any other persons or entities pursuant to which either have been appointed as a co-CEO, and there is no family relationship between either of them and any directors or executive officers of the Company or any person nominated or chosen to become a director or executive officer. Neither has currently engaged, and has not since the beginning of fiscal 2023 been engaged, in any transactions with the Company or its subsidiaries that are required to be disclosed under Item 404(a) of Regulation S-K, except for the following:

•As significant pre-initial public offering (“IPO”) owners of HLA, Messrs. Hirsch and Delgado-Moreira are each a party to the Company’s stockholders agreement, and Mr. Hirsch is a party to the Company’s tax receivable agreement and exchange agreement, with respect to their continuing ownership interest in the Company. These agreements are described in detail in the Company’s Proxy Statement, and Messrs. Hirsch and Delgado-Moreira participate on the same terms as other similarly situated members of senior management.

•As previously disclosed, pre-IPO owners of HLA, including certain directors, executive officers and beneficial owners, receive periodic payments under the tax receivable agreement. Since the beginning of the Company’s 2023 fiscal year, Mr. Hirsch received a payment under the tax receivable agreement of $1,314,022.

•Also as previously disclosed, certain of the Company’s employees are permitted to invest their own capital in the Company’s funds alongside its clients and redeem such investments in accordance with the terms of the fund. As of the date hereof, the aggregate amount that Messrs. Hirsch and Delgado-Moreira have been authorized to invest is $3,000,000 and $34,000,000, respectively.

•As parties to the stockholders agreement, Messrs. Hirsch and Delgado-Moreira have each agreed to vote all shares of the Company’s voting stock, including Class A common stock and Class B common stock, in the manner directed by HLAI on all matters submitted to a vote of the Company’s stockholders. Due to the aggregate voting

power of HLAI, it is able to exercise control over all matters requiring stockholders’ approval, including the election of directors and any significant corporate transactions.

Messrs. Hirsch and Delgado-Moreira have each previously signed the Company’s form of confidentiality and non-disclosure agreement and the Company’s standard form of indemnification agreement.

Item 7.01. Regulation FD Disclosure.

On September 12, 2023, the Company issued a press release announcing these leadership changes, the full text of which is attached hereto as Exhibit 99.1. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description
99.1						Press Release of Hamilton Lane Incorporated dated September 12, 2023
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 12, 2023

	By:	/s/ Lydia A. Gavalis
		Name:	Lydia A. Gavalis
		Title:	General Counsel and Secretary

Hamilton Lane Announces CEO Succession, Further Leadership Evolution

•Erik Hirsch and Juan Delgado-Moreira Elevated to Co-Chief Executive Officers

•Mario Giannini to Transition to Executive Co-Chairman alongside Hartley Rogers

CONSHOHOCKEN, PA – SEPTEMBER 12, 2023 – Hamilton Lane (Nasdaq: HLNE), a leading global private markets investment management firm, today announced that long-time executives Erik Hirsch and Juan Delgado-Moreira have been appointed Co-Chief Executive Officers, effective January 1, 2024. They succeed Mario Giannini, who, after 22 years as Hamilton Lane’s CEO, will join Hartley Rogers as Executive Co-Chairman. Rogers has served as Chairman of the Board since 2005.

“We’re thrilled to be making this announcement today – at a time when Hamilton Lane is as strongly positioned as it’s ever been in terms of our global platform and scale, new and differentiated product lines, growing client base and deep leadership bench,” Giannini said. “With Erik and Juan stepping into the roles of Co-CEOs, I am both confident and excited about the future of Hamilton Lane, knowing we’ve identified the right leaders to build upon the strength of our current foundation and guide us through the next evolution of our business. Personally, I look forward to continuing to play an active role, spending time and deepening relationships with clients, opining on the markets and helping set the strategic direction of the firm.”

“I’m very proud of all that we’ve accomplished at Hamilton Lane over the past 20 years. This new structure reinforces the foundation of our firm as we continue to expand our leadership position in global private markets. I am incredibly grateful to Mario for his leadership through decades of tremendous transformation and look forward to continuing our active roles in advancing the best interests of Hamilton Lane’s clients, employees, shareholders and business partners,” Rogers said. “Today’s announcement reflects a thoughtfully considered transition plan – one that elevates two long-standing partners to well-deserved roles. Erik and Juan have been instrumental in shaping Hamilton Lane into the outstanding firm it is today through their respective contributions to our investment success, product innovation and global reach.”

Effective as of January 1, 2024, Delgado-Moreira will be appointed to the Board of Directors, and will primarily focus on leading Hamilton Lane’s global sales efforts and client service organization, while Hirsch will lead the firm’s strategic direction and manage its operations. The two will jointly lead the firm’s global investment team. Hirsch and Delgado-Moreira are both long-tenured Hamilton Lane executives who have held a variety of positions throughout their careers and have a detailed and nuanced understanding of the firm’s many business lines. Their combined experience, highly complementary investment and strategic management skill sets, and track record of leadership bring a broad and differentiated set of perspectives and strongly position the firm to capitalize on many compelling opportunities to enhance profitability and scale.

•Erik Hirsch joined Hamilton Lane in 1999 and is based in Conshohocken. He leads the firm’s strategic and technology initiatives, serves on the firm’s Investment Committee, and is a member of the company’s Board of Directors. He served as the firm’s Chief Investment Officer from 2003 to 2016. Prior to joining Hamilton Lane, Erik was a corporate investment banker in the Mergers & Acquisitions department of Brown Brothers Harriman & Co. He began his career as a municipal financial consultant with Public Financial Management (PFM). Hirsch earned his B.A. from the University of

Virginia and is a trustee of the University of Virginia’s College Foundation, as well as a board member of University of Virginia’s Center for Politics and the Philadelphia 76ers Youth Foundation. Hirsch serves as a board member of Novata, a public benefit corporation, and is an observer on the board of directors of TIFIN, an innovator of fintech solutions.

•Juan Delgado-Moreira, PhD, CFA, joined Hamilton Lane in 2005. He serves as Vice Chair and is based in Hong Kong, where he is an Investment Committee member and oversees international investment activities and client relationships. His primary focus is on expanding Hamilton Lane’s presence across the globe. Prior to joining Hamilton Lane, Delgado-Moreira was an Investment Manager at Baring Private Equity Partners Ltd. in London, focused on mid-market private equity in Europe. Previously, he held senior research positions at U.K. institutions such as the University of Essex and was a lecturer and Fulbright Scholar at Stanford University. Delgado-Moreira received a Ph.D. in Research Methods and Statistics and a B.A. in Political Science and Sociology from the Universidad Complutense de Madrid, Spain. He is a Chartered Financial Analyst and a member of the CFA Institute.

ABOUT HAMILTON LANE

Hamilton Lane (Nasdaq: HLNE) is one of the largest private markets investment firms globally, providing innovative solutions to institutional and private wealth investors around the world. Dedicated exclusively to private markets investing for more than 30 years, the firm currently employs over 600 professionals operating in offices throughout North America, Europe, Asia Pacific and the Middle East. Hamilton Lane has nearly $818 billion in assets under management and supervision, composed of $117 billion in discretionary assets and approximately $701 billion in non-discretionary assets, as of June 30, 2023. Hamilton Lane specializes in building flexible investment programs that provide clients access to the full spectrum of private markets strategies, sectors and geographies. For more information, please visit www.hamiltonlane.com or follow Hamilton Lane on LinkedIn: https://www.linkedin.com/company/hamilton-lane/.

FORWARD-LOOKING STATEMENTS

Some of the statements in this release may constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Words such as "will," "expect," "believe," "estimate," "continue," "anticipate," "intend," "plan" and similar expressions are intended to identify these forward-looking statements. Forward-looking statements discuss management's current expectations and projections relating to our financial position, results of operations, plans, objectives, future performance and business. All forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause actual results to be materially different, including risks relating to: our ability to manage growth, fund performance, competition in our industry, changes in our regulatory environment and tax status; market conditions generally; our ability to access suitable investment opportunities for our clients; our ability to maintain our fee structure; our ability to attract and retain key employees; our ability to manage our obligations under our debt agreements; defaults by clients and third-party investors on their obligations to fund commitments; our exposure and that of our clients and investors to the credit risks of financial institutions at which we and they hold accounts; our ability to comply with investment guidelines set by our clients; our ability to successfully integrate acquired businesses with ours; our ability to manage risks associated with

introducing new types of investment structures, products or services or entering into strategic partnerships; our ability to manage redemption or repurchase rights in certain of our funds; our ability to manage, identify and anticipate risks we face; our ability to manage the effects of events outside of our control; and our ability to receive distributions from Hamilton Lane Advisors, L.L.C. to fund our payment of dividends, taxes and other expenses.

The foregoing list of factors is not exhaustive. For more information regarding these risks and uncertainties as well as additional risks that we face, you should refer to the "Risk Factors" detailed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended March 31, 2023 and in our subsequent reports filed from time to time with the Securities and Exchange Commission. The forward-looking statements included in this release are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information or future events, except as otherwise required by law.

Media Contact

Suzanne Hallberg

shallberg@rubenstein.com

+1 212-843-8292

Investor Contact

John Oh

joh@hamiltonlane.com

+1 610 617 6026

Cover Page	Sep. 07, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 07, 2023
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	110 Washington Street,
Entity Address, Address Line Two	Suite 1300
Entity Address, City or Town	Conshohocken,
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19428
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