Hamilton Lane (HLNE) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting will be held virtually on September 5, 2024, with key proposals including director elections, executive compensation approval, equity plan amendments, and auditor ratification.

• Shareholders of record as of July 10, 2024, are eligible to vote, with voting available online, by phone, mail, or during the meeting.

• The board recommends voting in favor of all proposals, including the election of three Class II directors and approval of the amended equity incentive plan.

Voting matters and shareholder proposals

• Proposals include electing three Class II directors for three-year terms, an advisory vote on executive compensation, approval of the amended 2017 Equity Incentive Plan, and ratification of Ernst & Young LLP as auditor.

• Shareholders can submit proposals for the 2025 meeting by March 27, 2025, and director nominations between May 8 and June 7, 2025.

• HLAI, the controlling stockholder, holds about 50% of voting power and, with other parties, controls 78%, effectively determining meeting outcomes.

Board of directors and corporate governance

• The board consists of nine members, with a mix of independent and non-independent directors; four are independent per Nasdaq rules.

• Board leadership is split between Co-Chairmen and Co-CEOs, with independent directors holding regular sessions without management.

• The board emphasizes diversity, with enhanced disclosure on gender and demographic backgrounds.

• Audit and compensation committees are in place, with written charters and majority independent membership.

• Directors are expected to attend annual meetings; all attended in 2023.