Hamilton Lane (HLNE) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on September 4, 2025, with voting available online, by phone, or mail for shareholders of record as of July 9, 2025.

• Key business includes electing one Class III director, advisory votes on executive compensation and its frequency, and ratifying the appointment of Ernst & Young LLP as auditor for FY2026.

• The board recommends voting for all proposals and for holding annual advisory votes on executive compensation.

• HLA Investments, LLC and related parties control approximately 75% of voting power, effectively determining all shareholder votes.

Voting matters and shareholder proposals

• Proposals include electing Hartley R. Rogers as Class III director, advisory approval of executive compensation, advisory vote on frequency of say-on-pay, and ratification of EY as auditor.

• Shareholders can submit proposals or director nominations for the 2026 meeting by following specific bylaw procedures and deadlines.

• Voting rights: Class A shares have one vote each; Class B shares have ten votes each, with a potential sunset provision.

• HLAI and parties to the stockholders agreement collectively hold 75% of voting power.

Board of directors and corporate governance

• Board consists of nine members divided into three classes; after the meeting, two vacancies are expected.

• Four directors are independent under Nasdaq rules; the company qualifies as a controlled company and is exempt from certain independence requirements.

• Board committees include audit and compensation; the audit committee is fully independent and the compensation committee has a majority of independent directors.

• Board diversity is disclosed by gender and demographic background.

• Board leadership separates the roles of Chairman and CEO; independent directors meet separately.