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TRINITY CAPITAL INC.

(TRIN)
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TRINITY CAPITAL INC. : Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

06/23/2021 | 03:28pm EDT

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Approval of the (i) 2019 Trinity Capital Inc. Long-Term Incentive Plan (the "2019 Long-Term Incentive Plan") and (ii) Trinity Capital Inc. 2019 Non-Employee Director Restricted Stock Plan (the "2019 Restricted Stock Plan").

On June 17, 2021, at the 2021 Annual Meeting of Stockholders (the "Annual Meeting") of Trinity Capital Inc. (the "Company"), the Company's stockholders approved the (i) 2019 Long-Term Incentive Plan and (ii) 2019 Restricted Stock Plan. The Board of Directors (the "Board") of the Company previously approved and adopted the 2019 Long-Term Incentive Plan and the 2019 Restricted Stock Plan, subject to stockholder approval at the Annual Meeting and receipt of an exemptive order from the Securities and Exchange Commission (the "SEC") with respect to such equity incentive plans, which the Company received on May 27, 2021 (the "SEC Exemptive Order").

2019 Trinity Capital Inc. Long-Term Incentive Plan

General. Under the 2019 Long-Term Incentive Plan, awards of restricted stock, incentive stock options and non-statutory stock options (together with incentive stock options, "Options") may be granted to certain of the Company's executive officers, employee directors and other employees (collectively, the "Employee Participants") in accordance with the SEC Exemptive Order. While the 2019 Long-Term Incentive Plan contemplates grants of restricted stock, restricted stock units, Options, dividend equivalent rights, performance awards and other stock-based awards to the Employee Participants, the Company only sought and received exemptive relief from the SEC pursuant to the SEC Exemptive Order to grant awards of restricted stock and Options. As a result, the Company will only grant awards of such securities under the 2019 Long-Term Incentive Plan and will not grant awards of restricted stock units, dividend equivalent rights, performance awards and other stock-based awards unless and until it seeks and receives the necessary exemptive relief from the SEC and stockholder approval with respect thereto.

Subject to certain adjustments under the 2019 Long-Term Incentive Plan, the maximum aggregate number of shares of the Company's common stock authorized for issuance under the 2019 Long-Term Incentive Plan is 3,600,000 shares.

The 2019 Long-Term Incentive Plan is to be administered by the Board, unless the Board delegates its administrative authority to the Compensation Committee of the Board (the "Compensation Committee") in accordance with the terms of the 2019 Long-Term Incentive Plan.

Restricted Stock. Except to the extent restricted under the terms of the 2019 Long-Term Incentive Plan or an award agreement thereunder, an Employee Participant granted an award of restricted stock will have all the rights of any other stockholder, including the right to vote the restricted stock and the right to receive dividends. Each award of restricted stock will be evidenced by a written agreement with the Employee Participant, which will include any provisions that the Board or the Compensation Committee, as applicable, may specify. During the restricted period (i.e., prior to the lapse of applicable forfeiture provisions), the restricted stock generally may not be sold, transferred, pledged, hypothecated, margined, or otherwise encumbered by the Employee Participant. Except as the Board or the Compensation Committee, as applicable, otherwise expressly provides, the restricted stock shall not be transferable other than by will or by laws of descent and distribution. Except as the Board or the Compensation Committee, as applicable, otherwise determines, upon termination of an Employee Participant's employment during the applicable restriction period, restricted stock for which forfeiture provisions have not lapsed at the time of such termination shall be forfeited.

Options. The Board or the Compensation Committee, as applicable, is authorized under the 2019 Long-Term Incentive Plan to grant Options to acquire shares of the Company's common stock, which may be incentive stock options or non-statutory stock options. Options will be evidenced by a written award agreement with the Employee Participant, which will include any provisions that the Board or the Compensation Committee, as applicable, may specify. The Board or the Compensation Committee, as applicable, may determine when an Option will vest and any conditions related thereto. The exercise price of an Option may not be less than (i) if the Company's common stock is listed on any stock exchange or national market system, the listed price per share of common stock as of the date the Option is granted, or (ii) if the Company's common stock is not listed on any stock exchange or national market system, the current market value of, or if no such market value exists, the current net asset value per share of, the shares of common stock subject to the Option as determined in good faith by the Board or the Compensation Committee, as applicable, on the date the Option is granted. In the case of an Option granted to an Employee Participant owning stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any of its subsidiaries that is intended to qualify as an incentive stock option, the exercise price will not be less than 110% of the fair market value determined as of the date of grant.

All Options granted under the 2019 Long-Term Incentive Plan must have a term of no more than ten years. The grant price, number of shares, terms and conditions of exercise, whether a stock option may qualify as an incentive stock option under the Internal Revenue Code of 1986, as amended, and other terms of a stock option grant will be fixed by the Board or the Compensation Committee, as applicable, as of the grant date. Incentive stock options are not transferable except by will or the laws of descent and distribution and may be exercised during the Employee Participant's lifetime only by the Employee Participant. Non-statutory stock options are likewise transferable by will and the laws of descent and distribution, and to the extent permitted by the Board or the Compensation Committee, as applicable, by gift to a permitted transferee. Non-statutory stock options that are transferable only after death may be exercised during the Employee Participant's lifetime only by the Employee Participant.

Each exercise price of an Option must be paid in full at the time the shares of common stock underlying the Option are delivered to the Employee Participant. The Employee Participant may satisfy the applicable exercise price requirements under an Option for the full amount of such exercise price using cash, including by tendering a check (acceptable to the Board or the Compensation Committee, as applicable), or by such means as permitted by the Board or the Compensation Committee, as applicable, which may include a broker-assisted exercise program acceptable to the Board or the Compensation Committee, as applicable. Additionally, the Company may, in its sole discretion, permit the satisfaction of the applicable exercise price requirements (or a portion thereof) under an Option award by withholding from the Option, the number of vested shares of common stock awarded under the Option with a fair market value as of the date of such transaction equal to such exercise price.

Covered Transaction. Unless the terms of an award provide otherwise, in the event of a "covered transaction" (as defined in the 2019 Long-Term Incentive Plan), each award will become fully vested or exercisable prior to the covered transaction on a basis that gives the holder of the award a reasonable opportunity, as determined by the Board or the Compensation Committee, as applicable, to participate as a stockholder of the Company in the covered transaction following such vesting or exercise. The award will terminate upon consummation of the covered transaction.

Amendment and Termination. The Board or the Compensation Committee, as applicable, may amend, suspend or terminate the 2019 Long-Term Incentive Plan at any time. The Board will seek stockholder approval of any action modifying a provision of the 2019 Long-Term Incentive Plan when the Board determines that such stockholder approval is required under the provisions of applicable law, and such action will not be effective until so approved. The 2019 Long-Term Incentive Plan will terminate on the day prior to the tenth anniversary of the date the plan was initially adopted by the Board, unless terminated sooner by action of the Board or the Compensation Committee, as applicable.

SEC Exemptive Order. On May 27, 2021, the SEC granted the SEC Exemptive Order, which permits the Company to, among other things, (i) issue restricted stock through the 2019 Long-Term Incentive Plan as part of the compensation packages for certain Employee Participants, (ii) withhold shares of common stock or purchase shares of common stock from the Employee Participants to satisfy tax withholding obligations relating to the vesting of restricted stock or the exercise of Options that may be granted pursuant to the 2019 Long-Term Incentive Plan, and (iii) permit Employee Participants to pay the exercise price of Options that may be granted to them pursuant to the 2019 Long-Term Incentive Plan with shares of common stock. All awards granted under the 2019 Long-Term Incentive Plan must comply with the terms and conditions of the SEC Exemptive Order.

A more detailed summary of the material features of the 2019 Long-Term Incentive . . .

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

The Company held the Annual Meeting on June 17, 2021 and submitted five matters to the vote of its stockholders, each of which is described in detail in the Proxy Statement. As of the close of business on April 27, 2021, the record date for the Annual Meeting, there were 26,491,274 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 three directors to the Board, two of which
(being Kyle Brown and Richard R. Ward) to serve until the 2024 Annual Meeting of
Stockholders and one of which (being Michael E. Zacharia) to serve until the
2023 Annual Meeting of Stockholders, and until their respective successors are
duly elected and qualified. The following votes were taken in connection with
this proposal:









                                                                      Broker
       Name               For            Against       Abstain       Non-Votes
Kyle Brown              13,532,868       2,200,993       19,255               -
Richard R. Ward         12,080,749       3,653,114       19,255               -
Michael E. Zacharia     15,178,675         555,188       19,254               -



Proposal 2: Issuance of Shares Below Net Asset Value

The Company's stockholders approved a 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 votes were taken in connection with this proposal:



                                                                    Broker
                       For            Against        Abstain       Non-Votes
All Stockholders     13,447,854       1,807,460       497,803               -




                                                                                   Broker
                                      For            Against        Abstain       Non-Votes
Stockholders Without Affiliates     12,442,917       1,807,460       497,803               -




Proposal 3: Issuance of Options, Warrants or Convertible Securities

The Company's stockholders approved a proposal to authorize the Company to issue options, warrants or securities to subscribe to, convert to, or purchase the Company's common stock, subject to the conditions as set forth in the Proxy Statement. The following votes were taken in connection with this proposal:



                                    Broker
   For        Against    Abstain   Non-Votes
10,547,438   4,476,232   729,447       -



Proposal 4: 2019 Trinity Capital Inc. Long-Term Incentive Plan

The Company's stockholders approved the 2019 Trinity Capital Inc. Long-Term Incentive Plan based on the following votes:


                                    Broker
   For        Against    Abstain   Non-Votes
11,913,411   3,099,937   739,769       -




Proposal 5: Trinity Capital Inc. 2019 Non-Employee Director Restricted Stock Plan

The Company's stockholders approved the Trinity Capital Inc. 2019 Non-Employee Director Restricted Stock Plan based on the following votes:

                                  Broker
   For       Against   Abstain   Non-Votes
14,846,761   162,642   713,713       -

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits



Exhibit Number   Description
    10.1*          2019 Trinity Capital Inc. Long-Term Incentive Plan
    10.2*          Trinity Capital Inc. 2019 Non-Employee Director Restricted Stock
                 Plan





* Management contract or compensatory plan or arrangement.

© Edgar Online, source Glimpses

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Financials (USD)
Sales 2021 77,3 M - -
Net income 2021 69,6 M - -
Net Debt 2021 - - -
P/E ratio 2021 5,99x
Yield 2021 7,41%
Capitalization 433 M 433 M -
Capi. / Sales 2021 5,60x
Capi. / Sales 2022 4,49x
Nbr of Employees 39
Free-Float 96,2%
Chart TRINITY CAPITAL INC.
Duration : Period :
Trinity Capital Inc. Technical Analysis Chart | TRIN | US8964423086 | MarketScreener
Income Statement Evolution
Consensus
Sell
Buy
Mean consensus BUY
Number of Analysts 7
Last Close Price 16,30 $
Average target price 17,11 $
Spread / Average Target 4,95%
EPS Revisions
Managers and Directors
Steven L. Brown Chairman & Chief Executive Officer
Kyle Brown President, Director & Chief Investment Officer
David Michael Lund Chief Financial Officer & Treasurer
Sarah Stanton Secretary & Chief Compliance Officer
Ronald E. Estes Independent Director
Sector and Competitors