--- schema_version: "secwatch.filing_event.v1" accession: "0001433642-23-000086" form_type: "8-K" ticker: "HLNE" cik: "0001433642" company_name: "Hamilton Lane INC" filed_at: "2023-09-12T23:59:59+00:00" generated_at: "2026-06-10T20:45:25.361811+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.3 confidence: "high" source: SEC EDGAR --- # Hamilton Lane stockholders approve officer exculpation, exclusive forum amendments at 2023 annual meeting ## Summary - Elected directors Berkman (148.5M for, 15.8M withheld) and Sexton (141.5M for, 22.8M withheld) to 3-year terms. - Advisory say-on-pay passed with 99.6% support (163.6M for, 0.7M against). - Charter amendment for officer exculpation approved (147.2M for, 17.1M against). - Charter amendment for exclusive forum provision approved (160.0M for, 4.3M against). - Ratification of Ernst & Young as FY2024 auditor passed with 99.9% support (167.0M for, 0.2M against). ## SEC filing metadata - accession: 0001433642-23-000086 - form_type: 8-K - ticker: HLNE - cik: 0001433642 - company_name: Hamilton Lane INC - filed_at: 2023-09-12T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.3 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1433642/000143364223000086/0001433642-23-000086-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1433642/000143364223000086/hlne-20230907.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001433642-23-000086 - JSON: https://secwatch.observer/filing/0001433642-23-000086.json - Plain text: https://secwatch.observer/filing/0001433642-23-000086.txt ## Key facts - Governance Changes Hamilton Lane INC: Board approved Amended and Restated Bylaws to align with universal proxy rules, changes to Delaware law, and other updates, effective September 7, 2023 (effective 2023-09-07). - Change: bylaw amendment - Effective: 2023-09-07 source text: Also on September 7, 2023, the Company’s Board of Directors (the “Board”) approved the Amended and Restated Bylaws of the Company (the “Bylaws”), effective the same day, to account for the Securities and Exchange Commission’s recent adoption of universal proxy rules, recent changes to the Delaware General Corporation Law and the Board’s periodic review of the Bylaws. evidence_url: https://www.sec.gov/Archives/edgar/data/1433642/000143364223000086/0001433642-23-000086-index.htm - Governance Changes Hamilton Lane INC: Adopted amendments to the Amended and Restated Certificate of Incorporation to provide for exculpation of certain officers and to amend the exclusive forum provision, as approved at the 2023 Annual Meeting (effective 2023-09-07). - Change: charter amendment - Effective: 2023-09-07 source text: On September 7, 2023, Hamilton Lane Incorporated (the “Company”) filed with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Incorporation reflecting the amendments adopted at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) earlier that day. evidence_url: https://www.sec.gov/Archives/edgar/data/1433642/000143364223000086/0001433642-23-000086-index.htm - Shareholder Votes Hamilton Lane INC shareholders approved Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending March 31, 2024 at the 2023-09-07 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-09-07 source text: Proposal No. 5 — Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending March 31, 2024 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, 2024, as set forth below. Votes For Votes Against Abstentions Broker Non-Votes 166,957,300 174,517 14,430 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1433642/000143364223000086/0001433642-23-000086-index.htm - Shareholder Votes Hamilton Lane INC shareholders approved Advisory, Non-Binding Vote to Approve the Compensation of the Company’s Named Executive Officers at the 2023-09-07 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-09-07 source text: 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 163,580,107 672,249 13,752 2,880,139 evidence_url: https://www.sec.gov/Archives/edgar/data/1433642/000143364223000086/0001433642-23-000086-index.htm - Shareholder Votes Hamilton Lane INC shareholders approved Amendment to Amended and Restated Certificate of Incorporation to Amend the Exclusive Forum Provision at the 2023-09-07 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-09-07 source text: Proposal No. 4 — Vote to Adopt an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Amend the Exclusive Forum Provision The Company’s stockholders adopted the amendment to the Company’s Amended and Restated Certificate of Incorporation to amend the exclusive forum provision, as set forth below. Votes For Votes Against Abstentions Broker Non-Votes 159,980,701 4,273,949 11,458 2,880,139 evidence_url: https://www.sec.gov/Archives/edgar/data/1433642/000143364223000086/0001433642-23-000086-index.htm - Shareholder Votes Hamilton Lane INC shareholders approved Election of Class I Directors at the 2023-09-07 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-09-07 source text: Proposal No. 1 — Election of Class I Directors The Company’s stockholders elected each of the Class I nominees for director as named in the Proxy Statement, each to serve a three-year term until the Company’s 2026 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 148,514,667 15,751,441 2,880,139 O. Griffith Sexton 141,503,975 22,762,133 2,880,139 evidence_url: https://www.sec.gov/Archives/edgar/data/1433642/000143364223000086/0001433642-23-000086-index.htm - Shareholder Votes Hamilton Lane INC shareholders approved Amendment to Amended and Restated Certificate of Incorporation to Provide for the Exculpation of Certain Officers at the 2023-09-07 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-09-07 source text: Proposal No. 3 — Vote to Adopt an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Provide for the Exculpation of Certain Officers The Company’s stockholders adopted the amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for the exculpation of certain officers, as set forth below. Votes For Votes Against Abstentions Broker Non-Votes 147,169,760 17,056,885 39,463 2,880,139 evidence_url: https://www.sec.gov/Archives/edgar/data/1433642/000143364223000086/0001433642-23-000086-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.