Item
5.07. Submission of Matters on a Vote of Security Holders
Rand
Capital Corporation (the “Company”) held a special meeting of its shareholders (the “Special Meeting”)
on May 16, 2019. There were 6,321,988 shares of the Company’s common stock, par value $0.10 per share (the “Common
Stock”), outstanding and entitled to vote on the record date for the Special Meeting. Shareholders were asked to consider
and act upon the following proposals, each of which was described in the Company’s definitive proxy statement filed with
the Securities and Exchange Commission on April 18, 2019.
Set
forth below are the preliminary voting results as provided by First Coast Results, Inc. (“First Coast”), the independent
inspector of election for the Special Meeting. The results are preliminary and are subject to change based on certification of
the final voting results by First Coast. The Company will file an amendment to this Current Report on Form 8-K to disclose the
final voting results after the Company receives a final certified report from First Coast.
Proposal
1 – Sale Below NAV Proposal
Based
on the following preliminary voting results and subject to the qualifications set forth herein, the Company’s shareholders
voted to approve the issuance and sale of 8,333,333.33 shares of Common Stock to East Asset Management, LLC (“East”),
at a price of $3.00 per share, which sale price per share of Common Stock is below the Company’s current net asset value
per share of Common Stock, pursuant to the Stock Purchase Agreement, dated as of January 24, 2019 (the “Stock Purchase Agreement”),
by and among the Company, East and, solely for purposes of Sections 7.10 and 10.9(a) and (b) thereof, Rand Capital Management
LLC (the “Adviser”), for cash and income-producing portfolio assets having an aggregate value of $25.0 million (the
“Stock Purchase Transaction”). The preliminary voting results were as follows:
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For
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Against
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Abstain
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All shareholders:
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3,452,801
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2,510,926
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1,365
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All shareholders excluding shares held by affiliated persons*:
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2,497,254
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1,054,933
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1,365
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*Adjusted
for 2,411,540 shares of Common Stock held by affiliated persons.
Proposal
2 – Nasdaq Proposal
Based
on the following preliminary voting results and subject to the qualifications set forth herein, the Company’s shareholders
voted to approve, pursuant to Nasdaq Listing Rules 5635(a) and 5635(b), (i) the issuance of shares of Common Stock to East (a)
having voting power equal to or in excess of 20% of the voting power of the Common Stock outstanding prior to the issuance of
the Common Stock to East in the Stock Purchase Transaction and (b) resulting in the issuance of shares of Common Stock by the
Company in excess of 20% of the number of shares of Common Stock outstanding prior to the issuance of the Common Stock to East
in the Stock Purchase Transaction, and (ii) a change of control (as defined by the Nasdaq Listing Rules) of the Company. The preliminary
voting results were as follows:
For
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Against
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Abstain
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3,452,801
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2,510,926
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1,365
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Proposal
3 – Investment Management Agreement Proposal
Based
on the following preliminary voting results and subject to the qualifications set forth herein, the Company’s shareholders
voted to approve the Company’s entry into an investment advisory and management agreement with the Adviser, pursuant to
which the Adviser will be hired as the investment adviser for the Company. The preliminary voting results were as follows:
For
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Against
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Abstain
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3,457,299
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2,493,149
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14,644
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Proposal
4 – Certificate of Incorporation Amendment Proposal
Based
on the following preliminary voting results and subject to the qualifications set forth herein, the Company’s shareholders
voted to approve an amendment to the Company’s certificate of incorporation to increase the number of shares of Common Stock
that the Company is authorized to issue from 10 million shares of Common Stock to 100 million shares of Common Stock. The preliminary
voting results were as follows:
For
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Against
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Abstain
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3,522,727
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2,499,598
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5,573
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Proposal
5 – Adjournment Proposal
Based
on the following preliminary voting results and subject to the qualifications set forth herein, the Company’s shareholders
voted to approve an adjournment of the Special Meeting, if needed or appropriate, to solicit additional proxies if there were
insufficient votes at the time of the Special Meeting to approve Proposal 1, Proposal 2, Proposal 3 or Proposal 4. The preliminary
voting results were as follows:
For
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Against
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Abstain
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3,495,850
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2,527,629
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4,419
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