Submission of Matters to a Vote of Security Holders.
On September 2, 2021, Hamilton Lane Incorporated (the 'Company') held its 2021 Annual Meeting of Stockholders (the 'Annual Meeting') for the purposes of (i) electing the Class II directors named in the Company's 2021 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, 2022. As of the record date of July 7, 2021, there were 36,290,015 shares of our Class A common stock (each entitled to one vote per share) and 16,739,846 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 203,688,475 votes eligible to be cast at the Annual Meeting, shares entitled to cast 177,415,026 votes were represented. The final results of the stockholder vote are set forth below.
Proposal 1 - Election of Class II Directors
The Company's stockholders elected each of the Class II nominees for director as named in the Proxy Statement, each to serve a three-year term until our 2024 annual meeting of stockholders and until a successor is duly elected and qualified or until his or her earlier death, resignation or removal. Information as to the vote on each director who stood for re-election is provided below.
|
Name
|
Votes For
|
Votes Withheld
|
Broker Non-Votes
|
R. Vann Graves
|
173,021,407
|
1,669,714
|
2,723,905
|
Erik R. Hirsch
|
162,692,981
|
11,998,140
|
2,723,905
|
Leslie F. Varon
|
165,278,136
|
9,412,985
|
2,723,905
|
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 For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
173,926,863
|
632,898
|
131,360
|
2,723,905
|
Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending March 31, 2022
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, 2022, as set forth below.
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
177,246,332
|
151,007
|
17,687
|
0
|