Current Report Filing (8-k)
April 22 2022 - 4:31PM
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): April 21, 2022
RAND
CAPITAL CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
New
York |
|
814-00235 |
|
16-0961359 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification Number) |
1405
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:
|
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, $0.10 par value |
|
RAND |
|
Nasdaq
Capital Market |
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
2022 Annual Meeting of Shareholders (the “Annual Meeting”) of Rand Capital Corporation (the “Company”) was held
on April 21, 2022. Proxies were solicited pursuant to the Company’s proxy statement filed on March 17, 2022 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 |
|
1,894,651 |
|
176,867 |
|
217,182 |
Adam
S. Gusky |
|
1,894,651 |
|
176,867 |
|
217,182 |
Cari
L. Jaroslawsky |
|
1,894,638 |
|
176,880 |
|
217,182 |
Erland
E. Kailbourne |
|
1,888,612 |
|
182,906 |
|
217,182 |
Robert
M. Zak |
|
1,894,672 |
|
176,846 |
|
217,182 |
Proposal
2 – 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, 2022 was ratified.
Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
2,031,250 |
|
251,326 |
|
6,124 |
|
– |
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:
April 22, 2022 |
|
|
|
|
|
|
By:
|
/s/
Daniel P. Penberthy |
|
Name: |
Daniel
P. Penberthy |
|
Title: |
President
and Chief Executive Officer |
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