Form 8-K - Current report

HERCULES CAPITAL, INC.

August 16, 2024

/s/ Kiersten Zaza Botelho

Kiersten Zaza Botelho

Chief Legal Officer

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.

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