0001786108 false 0001786108 2023-06-21 2023-06-21 0001786108 TRIN:CommonStockParValue0.001PerShareMember 2023-06-21 2023-06-21 0001786108 TRIN:Sec7.00NotesDue2025Member 2023-06-21 2023-06-21 iso4217:USD xbrli:shares iso4217:USD xbrli:shares














Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): June 21, 2023





(Exact name of Registrant as Specified in Charter)




Maryland   001-39958   35-2670395
(State or Other Jurisdiction
of Incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)


1 N. 1st Street
3rd Floor
Phoenix, Arizona
(Address of Principal Executive Offices)   (Zip Code)


Registrant’s telephone number, including area code: (480) 374-5350


Not Applicable

(Former Name or Former Address, if Changed Since Last Report)




Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.001 per share   TRIN   Nasdaq Global Select Market
7.00% Notes Due 2025   TRINL   Nasdaq Global Select Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934(§ 240.12b-2 of this chapter).


Emerging growth company


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.







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


Trinity Capital Inc.’s (the “Company”) 2023 Annual Meeting of Stockholders (the “Annual Meeting”) was initially called to order on June 14, 2023 and was adjourned in order to permit additional time to solicit stockholder votes with respect to Proposal 3. The Annual Meeting was reconvened on June 21, 2023.


At the Annual Meeting, the Company submitted three matters to the vote of its stockholders, each of which is described in detail in the Company’s definitive proxy statement (the “Proxy Statement”) filed with the Securities and Exchange Commission on April 27, 2023. As of the close of business on April 17, 2023, the record date for the Annual Meeting, there were 35,969,419 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by the Company’s stockholders at the Annual Meeting is set forth below.


Proposal 1: Election of Directors


The Company’s stockholders re-elected two directors to the Board of Directors to serve until the 2026 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The following votes were taken in connection with this proposal:


Name  For   Against   Abstain   Broker
Ronald E. Estes   16,626,476    2,972,733    268,357     
Michael E. Zacharia   17,151,073    2,450,212    266,281     


Proposal 2: Adoption of Articles of Amendment and Restatement


The Company’s stockholders approved a proposal to amend the Articles of Amendment and Restatement of the Company to declassify the Company’s Board of Directors, subject to a four-year sunset.


For   Against   Abstain   Broker
 19,309,325    341,338    216,903     


Proposal 3: Issuance of Shares Below Net Asset Value


The Company’s stockholders approved the proposal to authorize the Company to sell or otherwise issue up to 25% of the then outstanding shares of the Company’s common stock at an offering price per share to investors that is below the Company’s then current net asset value per share. The following vote was taken in connection with this proposal:


   For   Against   Abstain   Broker
All Stockholders   15,928,177    3,354,008    585,381     
Stockholders Without Affiliates   13,139,267    3,354,008    585,381     







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  Trinity Capital Inc.
June 21, 2023 By: /s/ Steven L. Brown
    Name:  Steven L. Brown
    Title: Chief Executive Officer