Hercules Capital (HCXY) investors back director, pay plans and auditor at 2026 meeting
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Hercules Capital, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 18, 2026. As of April 9, 2026, 187,133,158 shares of common stock were outstanding and entitled to vote.
Stockholders elected Robert P. Badavas as a Class I independent director to serve until 2029, approved on an advisory basis the compensation of named executive officers, and chose a 1-year frequency for future advisory votes on executive pay. They also approved amendments and restatements of the 2018 Equity Incentive Plan and the 2018 Non-Employee Director Plan, and ratified PricewaterhouseCoopers LLP as independent public accountant for the year ending December 31, 2026.
Positive
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Negative
- None.
8-K Event Classification
2 items: 5.07, 9.01
2 items
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Shares entitled to vote: 187,133,158 shares
Director election support: 56,422,755 for / 7,998,130 against
Say-on-pay support: 58,698,529 for / 4,560,167 against
+4 more
7 metrics
Shares entitled to vote
187,133,158 shares
Common stock outstanding as of April 9, 2026 record date
Director election support
56,422,755 for / 7,998,130 against
Proposal 1, election of Robert P. Badavas
Say-on-pay support
58,698,529 for / 4,560,167 against
Proposal 2, advisory vote on executive compensation
Say-on-pay frequency
61,201,443 for 1 year
Proposal 3, stockholders chose 1-year frequency
Equity Incentive Plan vote
59,276,440 for / 4,054,542 against
Proposal 4, amended and restated 2018 Equity Incentive Plan
Non-Employee Director Plan vote
59,722,634 for / 3,596,932 against
Proposal 5, amended and restated 2018 Non-Employee Director Plan
Auditor ratification vote
126,724,716 for / 1,631,996 against
Proposal 6, ratification of PwC for year ending Dec 31, 2026
Key Terms
advisory vote, equity incentive plan, Non-Employee Director Plan, broker non-votes, +2 more
6 terms
advisory vote regulatory
"Advisory vote to approve the Company’s named executive officer compensation"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
equity incentive plan financial
"Approve the amendment and restatement of the Hercules Capital, Inc. Amended and Restated 2018 Equity Incentive Plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
Non-Employee Director Plan financial
"Approve the amendment and restatement of the Hercules Capital, Inc. 2018 Non-Employee Director Plan"
A non-employee director plan is a structured program that pays board members who are not company employees with cash, stock, or stock options for their oversight work. It matters to investors because these payments align outside directors’ incentives with shareholders—like paying an outside advisor with company stock—while also creating potential costs and share dilution that can affect earnings and ownership stakes.
broker non-votes regulatory
"For | Against | Abstain | Broker Non-Votes Proposal 1"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm regulatory
"Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
non-binding, advisory stockholder vote regulatory
"intend to hold a non-binding, advisory stockholder vote on the compensation of the Company’s named executive officers"
FAQ
What did Hercules Capital (HCXY) stockholders decide at the 2026 annual meeting?
Stockholders elected one independent director, approved executive compensation on an advisory basis, selected annual say-on-pay votes, updated two equity compensation plans, and ratified PricewaterhouseCoopers LLP as independent public accountant for the year ending December 31, 2026.
Who was elected to the Hercules Capital (HCXY) board and for how long?
Stockholders elected Robert P. Badavas as a Class I independent director. He will serve until 2029, or until his successor is elected and qualified, providing continued independent oversight on the Hercules Capital board.
How did Hercules Capital (HCXY) stockholders vote on executive compensation in 2026?
Stockholders approved the company’s named executive officer compensation on an advisory basis. They also voted to hold the advisory say-on-pay vote every 1 year, guiding how frequently pay practices will be reviewed by shareholders.
What changes were approved to Hercules Capital’s equity incentive and director plans?
Stockholders approved the amendment and restatement of the Hercules Capital, Inc. Amended and Restated 2018 Equity Incentive Plan and the 2018 Non-Employee Director Plan, allowing the company to continue granting equity-based awards under updated plan terms.
Which auditor did Hercules Capital (HCXY) stockholders ratify for 2026?
Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the year ending December 31, 2026, confirming PwC’s role in auditing Hercules Capital’s financial statements.