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

On September 2, 2021, Hamilton Lane Incorporated (the "Company") held its 2021 Annual Meeting of Stockholders (the "Annual Meeting") for the purposes of (i) electing the Class II directors named in the Company's 2021 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, 2022. As of the record date of July 7, 2021, there were 36,290,015 shares of our Class A common stock (each entitled to one vote per share) and 16,739,846 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 203,688,475 votes eligible to be cast at the Annual Meeting, shares entitled to cast 177,415,026 votes were represented. The final results of the stockholder vote are set forth below.

Proposal 1 - Election of Class II Directors

The Company's stockholders elected each of the Class II nominees for director as named in the Proxy Statement, each to serve a three-year term until our 2024 annual meeting of stockholders and until a successor is duly elected and qualified or until his or her 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
 R. Vann Graves       173,021,407         1,669,714             2,723,905
 Erik R. Hirsch       162,692,981        11,998,140             2,723,905
 Leslie F. Varon      165,278,136         9,412,985             2,723,905

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
 173,926,863          632,898            131,360             2,723,905

Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending March 31, 2022

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, 2022, as set forth below.



  Votes For        Votes Against       Abstentions        Broker Non-Votes
 177,246,332          151,007             17,687                 0

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