Edgar Filing: RAND CAPITAL CORP

RAND CAPITAL CORPORATION

Date: April 18, 2018

/s/ Allen F. Grum

Allen F. Grum

President and Chief Executive Officer

8-K

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): April 17, 2018

RAND CAPITAL CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

New York

814-00235

16-0961359

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

2200 Rand Building, Buffalo, NY 14203

(Address of Principal Executive Offices)(Zip Code)

(716) 853-0802

(Registrant’s Telephone Number, Including Area Code)

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 on a Vote of Security Holders

The 2018 Annual Meeting of Shareholders (the “Annual Meeting”) of Rand Capital Corporation (the “Company”) was held on April 17, 2018. Proxies were solicited pursuant to the Company’s proxy statement filed on March 8, 2018 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934, as amended. There was no solicitation in opposition to the Company’s solicitation. Set forth below is a brief description of each matter voted on at the Annual Meeting and the final voting results.

Proposal 1. The election of five directors to hold office until the next annual meeting of shareholders and until their successors have been elected and qualified. In accordance with the results below, each nominee listed below was re-elected to serve as a director.


	Votes For	Votes Against	Abstentions	Broker Non-Votes
Allen F. Grum	1,429,415	64,473	400	3,537,690
Erland E. Kailbourne	1,335,188	158,700	400	3,537,690
Ross B. Kenzie	1,344,560	149,328	400	3,537,690
Jayne K. Rand	1,386,315	107,573	400	3,537,690
Robert M. Zak	1,416,315	77,573	400	3,537,690

Proposal 2. Advisory vote on executive compensation. In accordance with the results below, the compensation was approved (on a non-binding basis).


Votes For	Votes Against	Abstentions	Broker Non-Votes
1,418,622	58,972	16,694	3,537,690

Proposal 3. The ratification of the selection of Freed Maxick CPAs, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2018. In accordance with the results below, the selection of Freed Maxick CPAs, P.C. was ratified.


Votes For	Votes Against	Abstentions	Broker Non-Votes
4,937,133	22,812	72,033	—

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.