Hamilton Lane (NASDAQ: HLNE) holders approve director, pay plan and Ernst & Young

Rhea-AI Filing Summary

Hamilton Lane Incorporated reported the results of its 2025 annual stockholder meeting held on September 4, 2025. Stockholders elected Class III director Hartley R. Rogers to a new three-year term, with 105,514,453 votes for and 23,515,384 votes withheld, plus 3,097,590 broker non-votes.

Investors also approved, on an advisory basis, the compensation of the company’s named executive officers, with 98,253,133 votes for and 30,764,307 against. In a separate advisory vote, stockholders expressed a clear preference for holding say-on-pay votes every year, with 127,987,979 votes supporting an annual frequency. Based on this, the board approved an annual advisory vote schedule.

Stockholders further ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending March 31, 2026, with 131,888,483 votes for, 228,780 against and 10,164 abstentions.

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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 4, 2025

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 4, 2025, Hamilton Lane Incorporated (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) for the purposes of (i) electing the Class III director named in the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting, filed with the Securities and Exchange Commission on July 24, 2025 (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, (iii) conducting an advisory vote on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers and (iv) ratifying the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2026. As of the record date of July 9, 2025, there were 43,501,270 shares of our Class A common stock (each entitled to one vote per share) and 12,178,412 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 165,285,390 votes eligible to be cast at the Annual Meeting, shares entitled to cast 132,127,427 votes were represented. The final results of the stockholder vote are set forth below.

Proposal No. 1 — Election of Class III Director

The Company’s stockholders elected the Class III nominee for director as named in the Proxy Statement, to serve a three-year term until the Company’s 2028 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 the director who stood for re-election is provided below.

Nominee

Votes For

Votes Withheld

Broker Non-Votes

Hartley R. Rogers

105,514,453

23,515,384

3,097,590

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
98,253,133						30,764,307						12,397						3,097,590

Proposal No. 3 — Advisory, Non-Binding Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation

The Company’s stockholders indicated a preference that future advisory votes to approve the compensation of the Company’s named executive officers occur every year, as set forth below.

One Year						Two Years						Three Years						Abstentions						Broker Non-Votes
127,987,979						414,831						616,775						10,252						3,097,590

In light of the voting results on this advisory vote, and consistent with its recommendation to stockholders, on September 4, 2025, the Company’s Board of Directors approved an annual advisory vote regarding the compensation of the Company’s named executive officers.

Proposal No. 4 — Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending March 31, 2026

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, 2026, as set forth below.

Votes For						Votes Against						Abstentions						Broker Non-Votes
131,888,483						228,780						10,164						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 5, 2025
			By:			/s/ Lydia A. Gavalis
						Name:			Lydia A. Gavalis
						Title:			General Counsel and Secretary

FAQ

What did Hamilton Lane (HLNE) stockholders decide at the 2025 annual meeting?

Stockholders elected Hartley R. Rogers as a Class III director and approved executive compensation on an advisory basis. They also favored holding say-on-pay votes every year and ratified Ernst & Young LLP as the independent auditor for the fiscal year ending March 31, 2026.

How did Hamilton Lane (HLNE) stockholders vote on the director election?

Hartley R. Rogers was re-elected as a Class III director with 105,514,453 votes for and 23,515,384 votes withheld, plus 3,097,590 broker non-votes. He will serve a three-year term ending at the 2028 annual meeting, unless he leaves the board earlier.

Did Hamilton Lane (HLNE) stockholders approve executive compensation in 2025?

Yes. On an advisory basis, stockholders approved the compensation of the named executive officers with 98,253,133 votes for, 30,764,307 votes against, 12,397 abstentions and 3,097,590 broker non-votes, signaling overall support for the company’s current executive pay programs as disclosed in the proxy materials.

How often will Hamilton Lane (HLNE) hold future say-on-pay votes?

Stockholders indicated a strong preference for annual say-on-pay votes, with 127,987,979 votes for one year, 414,831 for two years, and 616,775 for three years. Following this result, the board approved holding advisory executive compensation votes every year going forward.

Who is Hamilton Lane’s (HLNE) independent auditor for the year ending March 31, 2026?

Stockholders ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2026, with 131,888,483 votes for, 228,780 votes against, and 10,164 abstentions. This confirms continued engagement of Ernst & Young for audit services.

What was the voting power represented at Hamilton Lane’s 2025 annual meeting?

As of the July 9, 2025 record date, there were 43,501,270 Class A shares with one vote each and 12,178,412 Class B shares with ten votes each, for 165,285,390 eligible votes. Shares entitled to cast 132,127,427 votes were represented at the meeting.