Current Report Filing (8-k)
April 18 2018 - 5:02PM
Edgar (US Regulatory)
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)
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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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(I.R.S. Employer
Identification Number)
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2200 Rand Building, Buffalo, NY 14203
(Address of Principal Executive Offices)(Zip Code)
(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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☐
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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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☐
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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 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 Companys 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 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 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.
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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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1,429,415
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64,473
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400
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3,537,690
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Erland E. Kailbourne
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1,335,188
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158,700
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400
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3,537,690
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Ross B. Kenzie
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1,344,560
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149,328
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400
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3,537,690
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Jayne K. Rand
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1,386,315
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107,573
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400
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3,537,690
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Robert M. Zak
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1,416,315
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77,573
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400
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3,537,690
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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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1,418,622
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58,972
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16,694
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3,537,690
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Proposal 3.
The ratification of the selection of Freed Maxick CPAs, P.C. as the
Companys 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.
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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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4,937,133
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22,812
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72,033
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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 18, 2018
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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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