Hercules Capital Inc

1. 1

   Election of an Independent Director

   ManagementBoard: FOR

   Elect Robert P. Badavas as an independent Class I director to the Board to serve a three-year term.

2. 2

   Advisory Proposal to Approve Named Executive Officer Compensation

   ManagementBoard: FOR

   Advisory “say-on-pay” vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This is a non-binding advisory vote asking stockholders to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management seeks ratification of its executive pay program to confirm alignment with stockholder interests and to respond to the Dodd-Frank Act requirement for say-on-pay votes. The Board recommends a FOR vote, citing strong company performance in 2025, alignment with peer group metrics (ROAA, ROE, AASR), and past stockholder support (90% approval in 2025). The Compensation Committee retains discretion over bonuses due to regulatory constraints under the 1940 Act, explaining that pay is not formulaic but considers multiple performance metrics. A FOR vote signals support for the pay philosophy; however, because the vote is advisory, the Board may still act differently if it deems appropriate.

3. 3

   Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation

   ManagementBoard: FOR

   Advisory stockholder vote to indicate whether 'say-on-pay' advisory votes should occur every one, two, or three years.

   More detail

   Proposal 3 asks stockholders to indicate their preferred frequency for future advisory 'say-on-pay' votes — annually, biennially, or triennially. The Board recommends an annual vote to allow regular engagement and consistent feedback on executive compensation and to align with the company’s practice of annual stockholder outreach. The vote is advisory and non-binding; the Board may choose a different cadence if it believes it is in stockholders’ best interests. Given prior support for compensation policies, the Board expects stockholders to select annual voting.

4. 4

   Approval of the Amendment and Restatement of the Hercules Capital, Inc. Amended and Restated 2018 Equity Incentive Plan

   ManagementBoard: FOR

   Approve extending the term and increasing share reserve of the 2018 Equity Incentive Plan (renamed 2026 Plan) by 14,000,000 shares and extending term by 10 years.

   More detail

   Proposal 4 requests stockholder approval to amend and restate the Company’s 2018 Equity Incentive Plan, extending the plan term by ten years and increasing the share reserve by 14,000,000 shares (to a total authorized amount of 16,303,840 shares subject to adjustments). Management asserts that equity awards are essential to attract, retain and motivate employees, and that without additional shares the Company may need to increase cash compensation, which could reduce capital available for investments. The plan includes governance features (minimum vesting, no dividend equivalents on unvested RSUs, no evergreen provision, no repricing without stockholder approval, limits on individual grants, SEC/exemptive order compliance for BDCs) to mitigate dilution and align awards with stockholder interests. The Board recommends a FOR vote citing historical grant rates, impact on dilution, and central role of equity in compensation. Approval will permit continued use of RSAs, RSUs, and other equity awards subject to the SEC Order applicable to BDCs, and the Company plans to register the new shares on Form S-8.

5. 5

   Approval of the Amendment and Restatement of the Hercules Capital, Inc. 2018 Non-Employee Director Plan

   ManagementBoard: FOR

   Approve extending the term of the 2018 Non-Employee Director Plan (renamed 2026 Director Plan) to continue granting restricted stock awards to non-employee directors.

   More detail

   Proposal 5 seeks shareholder approval to amend and restate the Company’s Non-Employee Director Plan to extend its term (to the day before the tenth anniversary of its 2026 adoption or stockholder approval). The Director Plan authorizes restricted stock awards to non-employee directors, including initial and periodic grants sized by fixed share amounts or dollar values converted to shares based on share price or NAV, with typical three-year vesting schedules. Management argues that equity compensation is standard market practice for director remuneration and helps align directors with shareholders; without it, cash compensation might need to be increased, reducing capital for investments. The Plan contains limits on aggregate grants, per-director limits, and SEC/exemptive order compliance. The Board recommends a FOR vote.

6. 6

   Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for 2026

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of PwC as Hercules Capital’s independent registered public accounting firm for the year ending December 31, 2026.

Upcoming shareholder meetings at Hercules Capital Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Hercules Capital Inc 2026 annual meeting?

Hercules Capital Inc (HTGC) holds its 2026 annual shareholder meeting on Thursday, June 18, 2026.

What is the record date for the Hercules Capital Inc 2026 meeting?

The record date for the Hercules Capital Inc 2026 meeting is Thursday, April 9, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Hercules Capital Inc's 2026 meeting?

The board is presenting 1 director nominee at the Hercules Capital Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Hercules Capital Inc 2026 meeting?

Shareholders will vote on 6 proposals at the Hercules Capital Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.