Trinity Capital Inc.

8-K · trin-20260610.htm iXBRL

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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
  
 FORM 8-K
  
 CURRENT REPORT
 Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 Date of Report (Date of earliest event reported): June 10 , 2026

  
  
 TRINITY CAPITAL INC.
 (Exact name of Registrant as Specified in Its Charter)
  
  

 Maryland

 001-39958

 35-2670395

 (State or Other Jurisdiction
of Incorporation)

 (Commission File Number)

 (IRS Employer
Identification No.)

  

  

  

  

  

 1 N. 1st Street
 Suite 302

  

 Phoenix , Arizona

  

 85004

 (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:

 ☐

  

 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

 7.875% Notes Due 2029

  

 TRINZ

  

 Nasdaq  Global Select Market

 7.875% Notes Due 2029

  

 TRINI

  

 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 (e) Amendment to the Trinity Capital Inc. 2019 Non-Employee Director Restricted Stock Plan
 On June 10, 2026, Trinity Capital Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company, upon recommendation of the Board of Directors of the Company (the “Board of Directors”), approved an amendment to the Trinity Capital Inc. 2019 Non-Employee Director Restricted Stock Plan, as amended, to increase the total number of shares available for issuance thereunder by 100,000 shares (from 120,000 shares to 220,000 shares).
 The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the text of such amendment to the Trinity Capital Inc. 2019 Non-Employee Director Restricted Stock Plan, as amended, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. A more detailed summary of such amendment can be found in “Proposal 5: Approval of the Amendment to the Trinity Capital Inc. 2019 Non-Employee Director Restricted Stock Plan” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 30, 2026 (the “Proxy Statement”), which description is incorporated by reference herein.

  

 Item 5.07. Submission of Matters to a Vote of Security Holders.
  
 At the Annual Meeting, held on June 10, 2026, the Company submitted five matters to the vote of its stockholders, each of which is described in detail in the Company’s Proxy Statement. As of the close of business on April 13, 2026, the record date for the Annual Meeting, there were 89,030,050 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 2027 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
Non-Votes

 Ronald E. Estes

 25,048,579

  

  

  

 2,291,232

  

  

  

 1,153,238

  

  

  

 32,794,620

  

 Michael E. Zacharia

 25,112,395

  

  

  

 2,221,279

  

  

  

 1,159,375

  

  

  

 32,794,620

  

  
 Proposal 2: Ratification of selection of Ernst & Young LLP

 The Company’s stockholders approved the ratification of the selection of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The following vote was taken in connection with this proposal:
  

 For

 Against

 Abstain

 59,435,781

  

 670,658

  

 1,181,230

  
 Proposal 3: Approval, on non-binding and advisory basis, of compensation of named executive officers

 The Company’s stockholders approved, on a non-binding and advisory basis, the compensation of the Company’s named executive officers. The following vote was taken in connection with this proposal:

 For

 Against

 Abstain

 Broker
Non-Votes

 25,340,645

  

 1,548,541

  

 1,603,863

  

 32,794,620

  
  
 Proposal 4: Approval, on non-binding and advisory basis, of the frequency of future non-binding, advisory votes to approve compensation of named executive officers

 The Company’s stockholders approved, on a non-binding and advisory basis, the frequency of one year for future non-binding, advisory votes to approve compensation of the Company’s named executive officers. The following vote was taken in connection with this proposal:
  

 1 Year

 2 Years

  

 3 Years

 Abstain

  

 Broker
Non-Votes

 25,569,844

  

 861,720

  

 506,976

  

 1,554,509

  

 32,794,620

  
  
 Proposal 5: Approval of the amendment to the Trinity Capital Inc. 2019 Non-Employee Director Restricted Stock Plan
  
 The Company’s stockholders approved a proposal to amend the Trinity Capital Inc. 2019 Non-Employee Director Restricted Stock Plan, as amended. The following vote was taken in connection with this proposal:
  

 For

 Against

  

 Abstain

 Broker
Non-Votes

 25,353,161

  

 1,509,816

  

 1,630,072

  

 32,794,620

  

  

  

  
 Item 9.01 Financial Statements and Exhibits.
  
 (d) Exhibits:
  

 Exhibit Number

  

 Description

 10.1*

  

 Amendment No. 2 to the Trinity Capital Inc. 2019 Non-Employee Director Restricted Stock Plan.

 104

  

 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 * Management contract or compensatory plan or arrangement.
  

  

  

 SIGNATURES
 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.

  

  

  

  

 Date:

 June 12, 2026

 By:

 /s/ Sarah Stanton

  

  

  

 Sarah Stanton
General Counsel, Chief Compliance Officer and Secretary