Hamilton Lane shareholders approve pay, elect board

Hamilton Lane Inc. stockholders elected all Class I director nominees, approved executive pay on an advisory basis, and ratified Ernst & Young LLP as auditor for fiscal 2027.

Rhea-AI Filing Summary

Hamilton Lane Inc. (HLNE) reported the results of its 2026 Annual Meeting of Stockholders held on September 10, 2026. Stockholders elected three Class I directors—David J. Berkman, Juan Delgado-Moreira and O. Griffith Sexton—to three-year terms ending at the 2029 annual meeting.

Stockholders also approved, on an advisory and non-binding basis, the compensation of the company’s named executive officers. In addition, they ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending March 31, 2027.

As of the July 13, 2026 record date, there were 43,349,167 Class A shares with one vote per share and 11,836,450 Class B shares with 10 votes per share outstanding, for a total of 161,713,667 votes eligible; votes entitled to 133,447,702 were represented at the meeting.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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.

Key Figures

Class A shares outstanding: 43,349,167 shares Class B shares outstanding: 11,836,450 shares Total votes eligible: 161,713,667 votes +4 more

7 metrics

Class A shares outstanding 43,349,167 shares As of the July 13, 2026 record date, one vote per share

Class B shares outstanding 11,836,450 shares As of the July 13, 2026 record date, ten votes per share

Total votes eligible 161,713,667 votes Votes eligible to be cast at the 2026 annual meeting

Votes represented 133,447,702 votes Votes represented at the 2026 annual meeting

Votes for executive compensation 110,919,843 votes Advisory, non-binding approval of named executive officer compensation

Votes for auditor ratification 133,244,286 votes Ratification of Ernst & Young LLP for fiscal year ending March 31, 2027

Votes for Juan Delgado-Moreira 116,808,997 votes Election as Class I director at the 2026 annual meeting

Key Terms

broker non-votes, advisory, non-binding vote, independent registered public accounting firm, Class B common stock

4 terms

broker non-votes financial

"Broker Non-Votes 110,919,843 | 18,745,336 | 132,928 | 3,649,595"

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.

advisory, non-binding vote regulatory

"The Company’s stockholders approved, on an advisory, non-binding vote, named"

independent registered public accounting firm regulatory

"ratifying the appointment of Ernst & Young 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.

Class B common stock financial

"11,836,450 shares of our Class B common stock (each entitled to 10 votes per share)"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What matters did Hamilton Lane Inc. (HLNE) stockholders vote on at the 2026 annual meeting?

Stockholders voted on three items: electing three Class I directors to serve until the 2029 annual meeting, an advisory, non-binding vote to approve named executive officer compensation, and ratification of Ernst & Young LLP as independent registered public accounting firm for the year ending March 31, 2027.

Were the director nominees elected at Hamilton Lane Inc. (HLNE)’s 2026 annual meeting?

Yes. All three Class I nominees—David J. Berkman, Juan Delgado-Moreira and O. Griffith Sexton—were elected. For example, Juan Delgado-Moreira received 116,808,997 votes for and 12,989,110 votes withheld, with 3,649,595 broker non-votes recorded.

How did Hamilton Lane Inc. (HLNE) stockholders vote on executive compensation in 2026?

Stockholders approved the compensation of the named executive officers on an advisory, non-binding basis, with 110,919,843 votes for, 18,745,336 against, 132,928 abstentions, and 3,649,595 broker non-votes, as described in the company’s proxy materials.

Did Hamilton Lane Inc. (HLNE) stockholders ratify Ernst & Young LLP as auditor?

Yes. Stockholders ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2027, with 133,244,286 votes for, 195,520 against, 7,896 abstentions and no broker non-votes reported.

What was the voting power outstanding for Hamilton Lane Inc. (HLNE) at the 2026 record date?

As of July 13, 2026, there were 43,349,167 Class A shares entitled to one vote each and 11,836,450 Class B shares entitled to ten votes each, for a total of 161,713,667 votes eligible to be cast at the 2026 annual meeting.

How many votes were represented at Hamilton Lane Inc. (HLNE)’s 2026 annual meeting?

Shares entitled to cast 133,447,702 votes were represented at the 2026 Annual Meeting, out of a total of 161,713,667 votes eligible to be cast according to the company’s disclosure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/10/2026 - 04:48 PM Accepted by SEC EDGAR 09/10/2026 - 04:48 PM Learn about SEC filing dates

0001433642false00014336422026-09-102026-09-10

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 10, 2026

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,

PA

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 5.07. Submission of Matters to a Vote of Security Holders.

On September 10, 2026, Hamilton Lane Incorporated (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) for the purposes of (i) electing the Class I directors named in the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting, filed with the Securities and Exchange Commission on July 23, 2026 (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, 2027. As of the record date of July 13, 2026, there were 43,349,167 shares of our Class A common stock (each entitled to one vote per share) and 11,836,450 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 161,713,667 votes eligible to be cast at the Annual Meeting, shares entitled to cast 133,447,702 votes were represented. The final results of the stockholder vote are set forth below.

Proposal No. 1 — Election of Class I Directors

The Company’s stockholders elected the Class I nominees for director as named in the Proxy Statement, each to serve a three-year term until the Company’s 2029 annual meeting of stockholders and until a successor is duly elected and qualified, or until his earlier death, resignation or removal. Information as to the vote on each director who stood for re-election is provided below.

Nominee						Votes For						Votes Withheld						Broker Non-Votes
David J. Berkman						111,581,032						18,217,075						3,649,595
Juan Delgado-Moreira						116,808,997						12,989,110						3,649,595
O. Griffith Sexton						107,085,231						22,712,876						3,649,595

Proposal No. 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
110,919,843						18,745,336						132,928						3,649,595

Proposal No. 3 — Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending March 31, 2027

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, 2027, as set forth below.

Votes For						Votes Against						Abstentions						Broker Non-Votes
133,244,286						195,520						7,896						0

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 10, 2026
			By:			/s/ Lydia A. Gavalis
						Name:			Lydia A. Gavalis
						Title:			General Counsel and Secretary

Filing Exhibits & Attachments

3 documents

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