Hamilton Lane Inc.

Asset Management • Financial Services • Philadelphia, PA, United States • HLNE (NMS)

610 934 2222 110 Washington Street, Philadelphia, PA 19428, United States

Quarter: Q3 2025 Reported: September 5, 2025 Sentiment: Positive

Hamilton Lane Incorporated is a private equity and venture capital firm specializing in early venture, emerging growth, turnaround, middle market, mature, mid-venture, bridge, buyout, distressed/vulture, loan, mezzanine in growth capital companies. The firm manages alternative investment strategies like direct credit, direct, fund of fund, evergreen and real assets. For primary and secondary fund of fund investments, the firm focuses to invest in private equity, buyout, special situations, credit, growth equity, middle market, mature, turnarounds, mezzanine and venture capital funds. The firm prefers to invest in disruptive technologies and innovative companies. It prefers to invest in space, engine, alternative energy resources, environmental & facilities services, households durables, leisure products, textiles, manufacturing services, water purification, online training service, healthcare services & technology, energy, industrials, commercial services, internet software & services, consumer discretionary, health care, real estate, information technology, tech-enabled businesses, financials, utilities, and consumer services. The firm prefers to invest in Africa/Middle East, Asia/Pacific, Europe, Southeast Asia, Korea, China, India, Latin America and Caribbean, United States of America, New York, Florida, Arizona, Nevada, New Mexico, Oregon, Washington, California and surrounding states, Australia, Japan, Brazil, United Kingdom, and Canada. The firm prefers to invest between $0.25 million and $100 million in companies with small- to mid-sized enterprise values. It prefers to take majority stake. Hamilton Lane Incorporated was founded in 1991 and is based in Conshohocken, Pennsylvania with additional offices across Europe, North America, Asia Pacific and the Middle East.

Analysis Summary

Hamilton Lane Incorporated held its 2025 Annual Meeting of Stockholders on September 4, 2025, addressing several key corporate governance matters. Stockholders approved all four proposals presented, indicating strong alignment and confidence in the company's leadership and practices.

**Detailed Governance Outcomes:**
* **Director Election:** Hartley R. Rogers, the Class III nominee, was successfully re-elected to the Board of Directors for a three-year term, securing 105,514,453 'For' votes against 23,515,384 'Withheld' votes. This outcome suggests continued stability in board leadership.
* **Executive Compensation (Say-on-Pay):** The advisory, non-binding vote to approve the compensation of named executive officers passed with substantial support, tallying 98,253,133 'For' votes compared to 30,764,307 'Against' votes. This indicates shareholder satisfaction with the current executive compensation framework.
* **Frequency of Say-on-Pay Vote:** Stockholders overwhelmingly favored an annual frequency for future advisory votes on named executive officer compensation, with 127,987,979 votes for 'One Year'. In response to this clear preference, the Board of Directors officially approved an annual advisory vote, demonstrating responsiveness to shareholder input.
* **Auditor Ratification:** The appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2026, was ratified with near-unanimous approval, receiving 131,888,483 'For' votes against only 228,780 'Against' votes. This ensures continuity and confidence in the company's external audit function.

**Management Commentary and Forward Guidance:**
While the transcript is a Form 8-K detailing meeting results and not an earnings call, the Board's decision to adopt an annual advisory vote on executive compensation, consistent with stockholder preference, highlights a commitment to ongoing shareholder engagement and governance best practices. No forward-looking financial guidance or specific strategic initiatives were discussed in this filing.

**Competitive Positioning and Market Trends:**
This filing does not contain information related to competitive positioning or broader market trends. It is focused solely on the outcomes of the annual stockholder meeting.

**Risk Factors and Concerns Raised:**
No specific risk factors or concerns related to the company's operations or financial performance were raised or discussed in this corporate governance filing. The votes indicate general approval of the presented proposals.

Key Highlights

• All four proposals at the 2025 Annual Meeting were approved by stockholders.
• Class III director Hartley R. Rogers was re-elected for a three-year term.
• Stockholders approved the advisory vote on named executive officer compensation.
• Shareholders expressed a strong preference for annual advisory votes on executive compensation, which the Board adopted.
• Ernst & Young LLP was ratified as the independent auditor for fiscal year 2026.
• High voter turnout with 132,127,427 votes represented out of 165,285,390 eligible votes.
• The Board's decision to implement annual 'Say-on-Pay' votes reflects responsiveness to shareholder feedback.

Financial Metrics

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revenue

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guidance

net income

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Stock Performance (90 Days)

Data through May 15, 2026

Positive Signals

• Overwhelming approval for all stockholder proposals, indicating strong shareholder confidence.
• High percentage of 'For' votes for director re-election and executive compensation.
• Board's responsiveness to shareholder preference for annual 'Say-on-Pay' votes.
• Unanimous ratification of the independent auditor, signaling stable financial oversight.

Risks & Concerns

— No specific business or financial risk factors were discussed in this corporate governance filing.
— The document focuses solely on the outcomes of the annual stockholder meeting, not operational risks.
— No concerns regarding financial performance or market conditions were raised.