Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): June 1, 2011

 

 

Hercules Technology Growth Capital, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Maryland   814-00702   74-3113410

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

400 Hamilton Ave., Suite 310

Palo Alto, CA

   94301
(Address of Principal Executive Offices)   (Zip Code)

(650) 289-3060

(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 (see General Instruction A.2. below):

 

¨ 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))

 

 

 

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

On June 1, 2011, Hercules Technology Growth Capital, Inc., a Maryland corporation (the “Company”) held its 2011 Annual Meeting of Stockholders (the “Annual Meeting”). There were present at the Annual Meeting in person or by proxy stockholders holding an aggregate of 38,221,898 shares of the Company’s common stock. The following matters were submitted at the Annual Meeting to the stockholders for consideration:

 

  1. To elect two directors of the Company nominated by the Company’s Board of Directors (the “Board”) and named in this proxy statement who will serve for three years or until their successors are 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, 2011;

 

  3. To vote on an advisory vote on executive compensation;

 

  4. To vote on an advisory vote on the frequency of the executive compensation advisory vote;

 

  5. 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 price below the Company’s then current net asset value per share (“NAV”);

 

  6. 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; and

 

  7. To approve an amendment to the Company’s 2004 Equity Incentive Plan to increase the number of shares authorized for issuance.

Robert Badavas and Joseph Chow were elected to serve as Class I Directors until the 2014 annual meeting of stockholders, or until their successors are elected and qualified, and proposals 2, 3, 4, 5, 6 and 7 were 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 I directors:

 

   

For:

  

Withheld:

  

Broker Non-Vote

Robert Badavas   27,464,175   1,543,277   9,214,446
Joseph Chow   27,482,030   1,525,421   9,214,447

Continuing directors are as follows: Allyn C. Woodward, Jr. and Manuel A. Henriquez.

 

  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, 2011:

 

For

  

Against

  

Abstain

38,044,465

   90,541   86,891

 

  3. Vote on an advisory vote on executive compensation:

 

For

   

Against

   

Abstain

   

Broker Non-Vote

24,265,735

    4,583,338    158,367    9,214,457

 

  4. Vote on an advisory vote on the frequency of the executive compensation advisory vote:

 

For One Year

  

For Two Years

  

For Three Years

  

Abstain

  

Broker Non-Vote

25,239,434

   245,976   3,379,141   142,888   9,214,459

 

  5. 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 price below the Company’s then current net asset value per share:

 

Vote With Affiliate Shares:

For

  

Against

  

Abstain

  

Broker Non-Vote

27,134,162

   1,760,627   112,652   9,214,456

Vote Without Affiliate Shares:

For

  

Against

  

Abstain

  

Broker Non-Vote

24,975,304

   1,732,242   107,650   9,214,456

 

  6. 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; and

 

For

  

Against

  

Abstain

  

Broker-Non Vote

27,409,916

   1,470,349   127,177   9,214,455

 

  7. To approve an amendment to the Company’s 2004 Equity Incentive Plan to increase the number of shares authorized for issuance.

 

For

  

Against

  

Abstain

  

Broker-Non Vote

20,525,214

   8,373,262   108,968   9,214,453

SIGNATURE

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.

 

    Hercules Technology Growth Capital, Inc.
Date: June 3, 2011     By:  

/s/ Scott Harvey

      Scott Harvey
      Chief Legal Officer