Rand Capital Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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| Item 5.07. | Submission of Matters on a Vote of Security Holders |
The 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of Rand Capital Corporation (the “Company”) was held on April 23, 2025. Proxies were solicited pursuant to the Company’s proxy statement filed on March 14, 2025 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 – ELECTION OF DIRECTORS
In accordance with the results below, each nominee listed below was re-elected to serve as a director.
| Votes For | Votes Withheld | Broker Non-Votes | ||||
| Benjamin E. Godley | 2,085,846 | 6,069 | 351,499 | |||
| Adam S. Gusky | 2,084,809 | 7,106 | 351,499 | |||
| Cari L. Jaroslawsky | 2,084,829 | 7,086 | 351,499 | |||
| Erland E. Kailbourne | 2,080,846 | 11,069 | 351,499 | |||
| Robert M. Zak | 2,080,935 | 10,980 | 351,499 |
Proposal 2 – RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
In accordance with the results below, the selection of Freed Maxick, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2025 was ratified.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 2,428,455 | 1,165 | 13,794 | – |
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.
| RAND CAPITAL CORPORATION | ||
| Date: April 24, 2025 | ||
| By: | /s/ Daniel P. Penberthy | |
| Name: Daniel P. Penberthy | ||
| Title: President and Chief Executive Officer | ||