--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-26-269551" form_type: "8-K" ticker: "TRIN" cik: "0001786108" company_name: "Trinity Capital Inc." filed_at: "2026-06-12T20:30:17+00:00" generated_at: "2026-06-12T20:47:55.322675+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.25 calibrated_materiality_score: 0.25 confidence: "high" source: SEC EDGAR --- # Trinity Capital stockholders approve 100k share increase in director stock plan ## Summary - Amendment to 2019 Non-Employee Director Restricted Stock Plan increases share pool from 120,000 to 220,000 shares. - Two directors re-elected: Ronald E. Estes and Michael E. Zacharia with majority votes. - Ernst & Young LLP ratified as independent auditor for FY 2026 with 59.4M shares for. - Say-on-pay passed with 25.3M for; advisory frequency set at one year. - Plan amendment effective June 10, 2026; shares represent about 0.11% of outstanding common stock. ## SEC filing metadata - accession: 0001193125-26-269551 - form_type: 8-K - ticker: TRIN - cik: 0001786108 - company_name: Trinity Capital Inc. - filed_at: 2026-06-12T20:30:17+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.25 - calibrated_materiality_score: 0.25 - confidence: high - sec_items: 5.02, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1786108/000119312526269551/0001193125-26-269551-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1786108/000119312526269551/trin-20260610.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-26-269551 - JSON: https://secwatch.observer/filing/0001193125-26-269551.json - Plain text: https://secwatch.observer/filing/0001193125-26-269551.txt ## Key facts - Shareholder Votes Trinity Capital Inc. shareholders approved Election of Directors at the 2026-06-10 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-06-10 source text: Proposal 1: Election of Directors The Company’s stockholders re-elected two directors to the Board of Directors to serve until the 2027 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The following votes were taken in connection with this proposal: Name For Against Abstain Broker Non-Votes Ronald E. Estes 25,048,579 2,291,232 1,153,238 32,794,620 Michael E. Zacharia 25,112,395 2,221,279 1,159,375 32,794,620 evidence_url: https://www.sec.gov/Archives/edgar/data/1786108/000119312526269551/0001193125-26-269551-index.htm - Shareholder Votes Trinity Capital Inc. shareholders approved Ratification of selection of Ernst & Young LLP at the 2026-06-10 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2026-06-10 source text: Proposal 2: Ratification of selection of Ernst & Young LLP The Company’s stockholders approved the ratification of the selection of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The following vote was taken in connection with this proposal: For Against Abstain 59,435,781 670,658 1,181,230 evidence_url: https://www.sec.gov/Archives/edgar/data/1786108/000119312526269551/0001193125-26-269551-index.htm - Shareholder Votes Trinity Capital Inc. shareholders approved Approval, on non-binding and advisory basis, of compensation of named executive officers at the 2026-06-10 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2026-06-10 source text: Proposal 3: Approval, on non-binding and advisory basis, of compensation of named executive officers The Company’s stockholders approved, on a non-binding and advisory basis, the compensation of the Company’s named executive officers. The following vote was taken in connection with this proposal: For Against Abstain Broker Non-Votes 25,340,645 1,548,541 1,603,863 32,794,620 evidence_url: https://www.sec.gov/Archives/edgar/data/1786108/000119312526269551/0001193125-26-269551-index.htm - Shareholder Votes Trinity Capital Inc. shareholders approved Approval, on non-binding and advisory basis, of the frequency of future non-binding, advisory votes to approve compensation of named executive officers at the 2026-06-10 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2026-06-10 source text: Proposal 4: Approval, on non-binding and advisory basis, of the frequency of future non-binding, advisory votes to approve compensation of named executive officers The Company’s stockholders approved, on a non-binding and advisory basis, the frequency of one year for future non-binding, advisory votes to approve compensation of the Company’s named executive officers. The following vote was taken in connection with this proposal: 1 Year 2 Years 3 Years Abstain Broker Non-Votes 25,569,844 861,720 506,976 1,554,509 32,794,620 evidence_url: https://www.sec.gov/Archives/edgar/data/1786108/000119312526269551/0001193125-26-269551-index.htm - Shareholder Votes Trinity Capital Inc. shareholders approved Approval of the amendment to the Trinity Capital Inc. 2019 Non-Employee Director Restricted Stock Plan at the 2026-06-10 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2026-06-10 source text: Proposal 5: Approval of the amendment to the Trinity Capital Inc. 2019 Non-Employee Director Restricted Stock Plan The Company’s stockholders approved a proposal to amend the Trinity Capital Inc. 2019 Non-Employee Director Restricted Stock Plan, as amended. The following vote was taken in connection with this proposal: For Against Abstain Broker Non-Votes 25,353,161 1,509,816 1,630,072 32,794,620 evidence_url: https://www.sec.gov/Archives/edgar/data/1786108/000119312526269551/0001193125-26-269551-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.