Current Report Filing (8-k)
April 21 2017 - 4:54PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 20, 2017
RAND CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
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New York
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814-00235
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16-0961359
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2200 Rand Building, Buffalo, NY 14203
(Address of principal executive offices)
(716)
853-0802
(Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in 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 5.07 Submission of Matters on a Vote of Security Holders
The 2017 Annual Meeting of Shareholders of Rand Capital Corporation (the Company) was held on April 20, 2017. Proxies were solicited pursuant
to the Companys proxy statement filed on March 8, 2017 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 Companys
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 six 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 as listed in the proxy statement was
re-elected
to serve as a director.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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Allen F. Grum
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2,121,913
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67,041
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17,409
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2,853,446
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Erland E. Kailbourne
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2,121,748
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61,206
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23,409
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2,853,446
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Ross B. Kenzie
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2,003,537
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179,417
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23,409
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2,853,446
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Reginald B. Newman II
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2,121,437
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61,517
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23,409
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2,853,446
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Jayne K. Rand
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2,127,163
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55,791
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23,409
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2,853,446
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Robert M. Zak
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2,118,863
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64,091
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23,409
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2,853,446
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Proposal 2.
Advisory vote on executive compensation. In accordance with the results below, the compensation was
approved (on a
non-binding
basis).
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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2,086,315
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92,981
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27,067
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2,853,446
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Proposal 3.
Advisory vote on the frequency of holding future advisory votes on executive compensation. The results of
the vote were as follows:
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1 Year
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2 Years
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3 Years
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Abstentions
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Broker Non-Votes
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1,942,725
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18,964
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227,619
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17,055
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2,853,446
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The results of the shareholder vote with respect to the frequency of future advisory votes on executive compensation were
consistent with the recommendation of the Companys Board of Directors that such vote be held every year. Accordingly, the Companys Board of Directors has decided to hold an annual advisory
say-on-pay
vote until the next required vote on the frequency of future advisory votes on executive compensation.
Proposal 4.
The ratification of the selection of Freed Maxick CPAs, P.C. as our independent registered public accounting firm for the year ending
December 31, 2017. In accordance with the results below, the selection of Freed Maxick CPAs, P.C. was ratified.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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4,976,342
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72,832
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10,635
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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.
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RAND CAPITAL CORPORATION
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Date: April 21, 2017
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By:
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/s/ Allen F. Grum
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Name:
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Allen F. Grum
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Title:
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President and Chief Executive Officer
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