Hamilton Lane INC 10-K

Item 9A. Controls and Procedures Disclosure Controls and Procedures Our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Exchange Act Rule 13a-15(e)) as of March 31, 2022. Our disclosure controls and procedures are intended to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Based on management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at March 31, 2022. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with U.S. GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of March 31, 2022, based on the criteria described in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the results of its evaluation, management concluded that our internal control over financial reporting was effective as of March 31, 2022. Attestation Report of the Registered Public Accounting Firm Ernst & Young LLP, an independent registered public accounting firm, has issued an unqualified attestation report on the effectiveness of our internal control over financial reporting as of March 31, 2022, which is included in Item 8 of this Form 10-K. Changes in Internal Control over Financial Reporting There were no changes to our internal control over financial reporting that occurred during the quarter ended March 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 136 PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this Item is incorporated by reference to, and will be contained in, our definitive proxy statement, under the headings “Election of Directors”, “Executive Officers”, “Corporate Governance” and “Delinquent Section 16(a) Reports”, if any. Accordingly, we have omitted the information from this Item pursuant to General Instruction G(3) of Form 10-K. Item 11. Executive Compensation The information required by this Item is incorporated by reference to, and will be contained in, our definitive proxy statement, under the headings “Corporate Governance”, “Executive Compensation” and “Director Compensation”. Accordingly, we have omitted the information from this Item pursuant to General Instruction G(3) of Form 10-K. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this Item is incorporated by reference to, and will be contained in, our definitive proxy statement, under the headings “Ownership of Common Stock” and “Equity Compensation Plan Information”. Accordingly, we have omitted the information from this Item pursuant to General Instruction G(3) of Form 10-K. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this Item is incorporated by reference to, and will be contained in, our definitive proxy statement, under the headings “Certain Relationships and Related-Party and Other Transactions” and “Corporate Governance”. Accordingly, we have omitted the information from this Item pursuant to General Instruction G(3) of Form 10-K. Item 14. Principal Accountant Fees and Services The information required by this Item is incorporated by reference to, and will be contained in, our definitive proxy statement, under the heading “Ratification of Appointment of Independent Registered Public Accounting Firm”. Accordingly, we have omitted the information from this Item pursuant to General Instruction G(3) of Form 10-K. 137 PART IV Item 15. Exhibits and Financial Statement Schedules The following documents are filed as part of this Form 10-K: 1. All financial statements. See Index to Consolidated Financial Statements in Item 8 of this Form 10-K. 2. Financial Statement Schedules. Financial statement schedules are omitted as they are either not required or the information is otherwise included in the consolidated financial statements. 3. Exhibits. See Exhibit Index. Item 16. Form 10-K Summary Omitted at the Company’s option. 138 Exhibit Index Incorporated By Reference Filed Herewith Exhibit No. Description of Exhibit Form Exhibit Filing Date File No. 3.1 Amended and Restated Certificate of Incorporation of Hamilton Lane Incorporated 8-K 3.1 3/10/17 001-38021 3.2 Amended and Restated Bylaws of Hamilton Lane Incorporated 10-K 3.2 6/27/17 001-38021 4.1 Description of Common Stock of Hamilton Lane Incorporated 10-K 4.1 5/30/19 001-38021 10.1 Fourth Amended and Restated Limited Liability Company Agreement of Hamilton Lane Advisors, L.L.C., dated as of March 6, 2017, by and among Hamilton Lane Advisors, L.L.C. and its members 8-K 10.1 3/10/17 001-38021 10.2 Amendment No. 1 to the Fourth Amended and Restated Limited Liability Company Agreement of Hamilton Lane Advisors, L.L.C., dated as of February 26, 2018, by and among Hamilton Lane Advisors, L.L.C. and its members S-1 10.2 2/26/18 333-223235 10.3 Amendment No. 2 to the Fourth Amended and Restated Limited Liability Company Agreement of Hamilton Lane Advisors, L.L.C., dated as of June 13, 2018, by and among Hamilton Lane Advisors, L.L.C. and its members 10-K 10.3 6/14/18 001-38021 10.4 Tax Receivable Agreement, dated as of March 6, 2017, by and among Hamilton Lane Incorporated, Hamilton Lane Advisors, L.L.C., and each of the other persons and entities party thereto 8-K 10.2 3/10/17 001-38021 10.5 Amendment No. 1 to Tax Receivable Agreement, dated December 31, 2020, by and among Hamilton Lane Incorporated, Hamilton Lane Advisors, L.L.C. and each of the other persons and entities party thereto 10-Q 10.1 2/2/21 001-38021 10.6 Exchange Agreement, dated as of March 6, 2017, by and among Hamilton Lane Incorporated, Hamilton Lane Advisors, L.L.C., and each of the other persons and entities party thereto 8-K 10.3 3/10/17 001-38021 10.7 Amendment No. 1 to the Exchange Agreement, dated as of February 6, 2018, by and among Hamilton Lane Incorporated, Hamilton Lane Advisors, L.L.C., and each of the other persons and entities party thereto 10-Q 10.3 2/9/18 001-38021 10.8 Registration Rights Agreement, dated as of March 6, 2017, by and among Hamilton Lane Incorporated and the other persons party thereto 8-K 10.4 3/10/17 001-38021 139 Incorporated By Reference Filed Herewith Exhibit No. Description of Exhibit Form Exhibit Filing Date File No. 10.9 Stockholders Agreement, dated as of March 6, 2017, by and among Hamilton Lane Incorporated, Hamilton Lane Advisors, L.L.C. and the other persons and entities party thereto 8-K 10.5 3/10/17 001-38021 10.10 † Hamilton Lane Incorporated 2017 Equity Incentive Plan S-1/A 10.6 2/16/17 333-215846 10.11 † Amendment No. 1 to the Hamilton Lane Incorporated 2017 Equity Incentive Plan 10-Q 10.2 2/9/18 001-38021 10.12 † Form of Restricted Stock Award Agreement under the 2017 Equity Incentive Plan S-1/A 10.7 2/16/17 333-215846 10.13 † Form of Director Restricted Stock Award Agreement under the 2017 Equity Incentive Plan 10-Q 10.1 2/9/18 001-38021 10.14 † Form of Non-Qualified Stock Option Agreement under the 2017 Equity Incentive Plan S-1/A 10.8 2/16/17 333-215846 10.15 † Hamilton Lane Advisors, L.L.C. 2016 Carried Interest Plan (amended and restated, effective as of January 1, 2018) 10-Q 10.2 8/9/18 001-38021 10.16 † Hamilton Lane Incorporated Employee Share Purchase Plan DEF14A Appendix A 7/27/18 001-38021 10.17 † Amendment No. 1 to the Hamilton Lane Incorporated Employee Share Purchase Plan 10-Q 10.1 8/4/20 001-38021 10.18 † Form of Indemnification Agreement between Hamilton Lane Incorporated and certain of its directors and officers S-1/A 10.9 2/16/17 333-215846 10.19 ○ Term Loan and Security Agreement, dated August 23, 2017, by and between First Republic Bank and Hamilton Lane Advisors, L.L.C. 8-K 10.1 8/25/17 001-38021 10.20 First Amendment to Term Loan and Security Agreement, dated March 24, 2020, by and between First Republic Bank and Hamilton Lane Advisors, L.L.C. 8-K 10.2 3/25/20 001-38021 10.21 Second Amendment to Term Loan and Security Agreement, dated September 30, 2020, by and between First Republic Bank and Hamilton Lane Advisors, L.L.C. 10-Q 10.1 11/4/20 001-38021 10.22 Third Amendment to Term Loan and Security Agreement, dated April 22, 2021, by and between First Republic Bank and Hamilton Lane Advisors, L.L.C. 8-K 10.1 4/27/21 001-38021 10.23 ○ Revolving Loan and Security Agreement, dated August 23, 2017, by and between First Republic Bank and Hamilton Lane Advisors, L.L.C. 8-K 10.2 8/25/17 001-38021 140 Incorporated By Reference Filed Herewith Exhibit No. Description of Exhibit Form Exhibit Filing Date File No. 10.24 First Amendment to Revolving Loan and Security Agreement, dated March 24, 2020, by and between First Republic Bank and Hamilton Lane Advisors, L.L.C. 8-K 10.3 3/25/20 001-38021 10.25 Second Amendment to Revolving Loan and Security Agreement, dated September 30, 2020, by and between First Republic Bank and Hamilton Lane Advisors, L.L.C. 10-Q 10.2 11/4/20 001-38021 10.26 ○ Multi-Draw Term Loan and Security Agreement, dated March 24, 2020, by and between First Republic Bank and Hamilton Lane Advisors, L.L.C. 8-K 10.1 3/25/20 001-38021 10.27 First Amendment to Multi-Draw Term Loan and Security Agreement, dated September 30, 2020, by and between First Republic Bank and Hamilton Lane Advisors, L.L.C. 10-Q 10.3 11/4/20 001-38021 10.28 Second Amendment to Multi-Draw Term Loan and Security Agreement, dated April 22, 2021, by and between First Republic Bank and Hamilton Lane Advisors, L.L.C. 8-K 10.2 4/27/21 001-38021 10.29 † Employment Agreement, effective as of May 23, 2016, by and between Hamilton Lane (Hong Kong) Limited and Juan Delgado-Moreira 10-K 10.12 6/27/17 001-38021 10.30 † Offer Letter of Atul Varma, dated November 25, 2019 8-K 10.1 1/2/20 001-38021 10.31 ○ Investment Agreement, dated March 29, 2021, by and between Russell Investments Group, Ltd. and Hamilton Lane Advisors, L.L.C. 10-K 10.31 5/27/21 001-38021 10.32 † Warrant Agreement, dated January 15, 2021, by and between Hamilton Lane Alliance Holdings I, Inc. and Continental Stock Transfer & Trust Company (incorporated by reference to the listed filing of Hamilton Lane Alliance Holdings I, Inc.) 8-K 4.1 1/19/21 001-39884 10.33 † Letter Agreement, dated January 15, 2021, among Hamilton Lane Alliance Holdings I, Inc., HL Alliance Holdings Sponsor LLC and each of Hamilton Lane Alliance Holdings I, Inc.’s officers and directors (incorporated by reference to the listed filing of Hamilton Lane Alliance Holdings I, Inc.) 8-K 10.1 1/19/21 001-39884 10.34 † Form of Warrant Assignment and Transfer 10-K/A 10.34 7/15/21 001-38021 141 Incorporated By Reference Filed Herewith Exhibit No. Description of Exhibit Form Exhibit Filing Date File No. 21.1 List of Subsidiaries X 23.1 Consent of Independent Registered Public Accounting Firm X 31.1 Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32 ‡ Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101 The following financial information from our Annual Report on Form 10-K for the year ended March 31, 2022 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) Notes to the Consolidated Financial Statements. X 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) X † Indicates a management contract or compensatory plan or arrangement. ○ Confidential information in this exhibit has been omitted. ‡ Furnished herewith. 142 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 26th day of May, 2022. HAMILTON LANE INCORPORATED By: /s/ Mario L. Giannini Name: Mario L. Giannini Title: Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on this 26th day of May, 2022. Signature Title /s/ Hartley R. Rogers Chairman of the Board of Directors Hartley R. Rogers /s/ Mario L. Giannini Chief Executive Officer and Director (Principal Executive Officer) Mario L. Giannini /s/ Atul Varma Chief Financial Officer and Treasurer (Principal Financial Officer) Atul Varma /s/ Michael T. Donohue Controller (Principal Accounting Officer) Michael T. Donohue /s/ Erik R. Hirsch Vice Chairman and Director Erik R. Hirsch /s/ David J. Berkman Director David J. Berkman /s/ R. Vann Graves Director R. Vann Graves /s/ O. Griffith Sexton Director O. Griffith Sexton /s/ Leslie F. Varon Director Leslie F. Varon