UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters on a Vote of Security Holders |
The 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Rand Capital Corporation (the “Company”) was held on May 7, 2024. Proxies were solicited pursuant to the Company’s proxy statement filed on April 1, 2024 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 | 1,239,827 | 12,553 | 1,149,953 | |||
| Adam S. Gusky | 1,240,073 | 12,307 | 1,149,953 | |||
| Cari L. Jaroslawsky | 1,242,787 | 9,593 | 1,149,953 | |||
| Erland E. Kailbourne | 1,226,515 | 25,865 | 1,149,953 | |||
| Robert M. Zak | 1,224,487 | 27,893 | 1,149,953 |
Proposal 2 – RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
In accordance with the results below, the selection of Freed Maxick CPAs, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2024 was ratified.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 2,384,885 | 13,856 | 3,592 | – |
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: May 8, 2024 | ||
| By: | /s/ Daniel P. Penberthy | |
| Name: | Daniel P. Penberthy | |
| Title: | President and Chief Executive Officer | |