Current Report Filing (8-k)
December 31 2019 - 04:31PM
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): December 30, 2019
RAND
CAPITAL CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
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
(Registrant’s
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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common Stock, $0.10
par value
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RAND
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Nasdaq Capital Market
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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
2019 Annual Meeting of Shareholders (the “Annual Meeting”) of Rand Capital Corporation (the “Company”)
was held on December 30, 2019. Proxies were solicited pursuant to the Company’s proxy statement filed on December 3, 2019
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
Following
the Annual Meeting, the size of the Board of Directors of the Company was reduced to five directors. The voting results for each
nominee listed below for election to serve as a director were as follows:
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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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10,202,077
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1,558,571
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15,519
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2,737,454
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Erland E. Kailbourne
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10,228,322
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1,544,126
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3,719
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2,737,454
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Robert M. Zak
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10,292,723
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1,480,944
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2,500
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2,737,454
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Adam S. Gusky
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10,278,046
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1,489,037
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9,084
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2,737,454
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Benjamin E. Godley
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10,273,824
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1,496,459
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5,884
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2,737,454
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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).
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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10,234,544
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1,500,436
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41,187
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2,737,454
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Proposal
3 – RATIFICATION OF APPOINTMENT OF 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, 2019 was ratified.
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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12,266,601
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2,182,105
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64,915
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–
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Proposal
4 – REVERSE STOCK SPLIT AND AMENDMENT TO CERTIFICATE OF INCORPORATION
In
accordance with the results below, the reverse stock split and a related form of amendment to the Company’s certificate
of incorporation, as amended, pursuant to which, when and if finally approved by the Company’s Board of Directors, each
shareholder will receive one share of the Company’s common stock in exchange for no fewer than seven (7) shares and no greater
than ten (10) shares owned at that time, with the exact ratio to be determined by the Company’s Board of Directors, was
approved.
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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11,408,160
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3,099,777
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5,681
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–
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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: December
31, 2019
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By:
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/s/
Allen F. Grum
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Name: Allen F. Grum
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Title: President and Chief Executive Officer
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