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HTGC > SEC Filings for HTGC > Form 8-K on 31-May-2013All Recent SEC Filings

Show all filings for HERCULES TECHNOLOGY GROWTH CAPITAL INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for HERCULES TECHNOLOGY GROWTH CAPITAL INC


31-May-2013

Submission of Matters to a Vote of Security Holders


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

On May 29, 2013, Hercules Technology Growth Capital, Inc., a Maryland corporation (the "Company") held its 2013 Annual Meeting of Stockholders (the "Annual Meeting"). As of the April 15, 2013 record date, 61,549,853 shares of the Company's common stock were outstanding and entitled to vote. The following matters were submitted at the Annual Meeting, including any adjournments thereof, to the stockholders for consideration:

1. To elect one director of the Company nominated by the Company's Board of Directors (the "Board") and named in the Company's proxy statement who will serve for three years or until his successor is elected and qualified;

2. To ratify the selection of PricewaterhouseCoopers LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013;

3. Advisory vote to approve the Company's named executive officer compensation;

4. To approve a proposal to authorize the Company, with the approval of the Board, to sell or otherwise issue up to 20% of the Company's outstanding common stock at a net price below the Company's then current net asset value per share ("NAV"); and

5. To approve a proposal to authorize the Company, with the approval of the Board, to offer and issue debt with warrants or debt convertible into shares of its common stock at an exercise or conversion price that, at the time such warrants or convertible debt are issued, will not be less than the market value per share but may be below the Company's then current NAV.

Manuel A. Henriquez was elected to serve as a director until the 2016 annual meeting of stockholders, or until his successor is elected and qualified, and proposals 2 and 5 were approved by the Company's stockholders. Proposals 3 and 4 were not approved by the Company's stockholders. The detailed final voting results of the shares voted with regard to each of these matters are as follows:

1. Election of Class III directors:

                                                                  Broker Non-
                                     For:          Withheld:          Vote
           Manuel A. Henriquez     33,309,300       1,763,782       17,227,187

Continuing directors are as follows: Robert P. Badavas, Joseph W. Chow and Allyn C. Woodward, Jr.

2. Ratification of the selection of PricewaterhouseCoopers LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013:

For Against Abstain 51,604,489 263,866 431,913

3. Advisory vote to approve the Company's named executive officer compensation:

                                                             Broker Non-
                    For         Against         Abstain          Vote
                 16,681,527     17,501,241       890,314       17,227,187

4. Approve a proposal to authorize the Company, with the approval of the Board, to sell or otherwise issue up to 20% of the Company's outstanding common stock at a net price below the Company's then current net asset value per share and:

       Vote With Affiliate Shares:
                                                                      Broker Non-
           For                            Against        Abstain          Vote
       29,131,957                         5,433,678       507,446       17,227,187

       Vote Without Affiliate Shares:
                                                                      Broker Non-
           For                            Against        Abstain          Vote
       26,321,089                         5,433,678       507,446       17,227,187

5. To approve a proposal to authorize the Company, with the approval of the Board, to offer and issue debt with warrants or debt convertible into shares of its common stock at an exercise or conversion price that, at the time such warrants or convertible debt are issued, will not be less than the market value per share but may be below the Company's then current NAV.

                                                              Broker-Non
                    For         Against         Abstain          Vote
                 20,769,923     13,779,287       523,872       17,227,187


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