Item 5.07. Submission of Matters to a Vote of Security Holders.

On September 3, 2020, Hamilton Lane Incorporated (the "Company") held its 2020 Annual Meeting of Stockholders (the "Annual Meeting") for the purposes of (i) electing the Class I directors named in the Company's 2020 Proxy Statement (the "Proxy Statement"), (ii) conducting an advisory vote to approve the compensation of the Company's named executive officers, as disclosed in the Proxy Statement and (iii) ratifying the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2021. As of the record date of July 8, 2020, there were 32,772,936 shares of our Class A common stock (each entitled to one vote per share) and 19,778,091 shares of our Class B common stock (each entitled to 10 votes per share) outstanding. The Class A common stock and Class B common stock voted as a single class on all matters presented at the Annual Meeting. Of the total 230,553,846 votes eligible to be cast at the Annual Meeting, shares entitled to cast 202,564,960 votes were represented. The results of the stockholder vote are set forth below.

Proposal 1 - Election of Class I Directors

The Company's stockholders elected both Class I nominees for director as named in the Proxy Statement, each to serve a three-year term until our 2023 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.



        Name              Votes For       Votes Withheld        Broker Non-Votes
  David J. Berkman       189,159,354        10,335,802             3,069,804
 O. Griffith Sexton      187,673,933        11,821,223             3,069,804

Proposal 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
 199,227,179          226,818             41,159             3,069,804

Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending March 31, 2021

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, 2021, as set forth below.



  Votes For        Votes Against       Abstentions        Broker Non-Votes
 202,456,928          98,220              9,812                  0

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