f8k_042415.htm
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 23, 2015
 
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)
(IRS Employer Identification
No.)
 
 
2200 Rand Building, Buffalo, NY 14203
(Address of principal executive offices)
 
(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))
 
 
 

 
Item 5.07  Submission of Matters on a Vote of Security Holders
 
The 2015 Annual Meeting of Shareholders of Rand Capital Corporation (the “Company”) was held on
 
April 23, 2015.  Proxies were solicited pursuant to the Company’s proxy statement filed on March 16, 2015 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934. 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 meeting and the final voting results.
 
Proposal 1. The election of eight 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.  [There were no votes abstained with respect to any director nominee.]

 
Votes For
Votes Withheld
Broker Non-Votes
Allen F. Grum
2,497,597
14,442
1,997,921
Erland E. Kailbourne
2,497,597
14,442
1,997,921
Ross B. Kenzie
2,496,597
15,442
1,997,921
Robert S. McLeese
2,497,597
14,442
1,997,921
Reginald B. Newman II
2,497,597
14,442
1,997,921
E. Wycliffe Orr, Jr.
2,497,597
14,442
1,997,921
Jayne K. Rand
2,497,614
14,425
1,997,921
Robert M. Zak
2,497,597
14,442
1,997,921


Proposal 2.  Advisory vote on executive compensation.  In accordance with the results below, the compensation was approved (on a non-binding basis).

Votes For
Votes Against
Abstentions
Broker Non-Votes
2,453,781
53,858
4,400
1,997,921


Proposal 3. The ratification of the selection of Freed Maxick CPAs, P.C. as our independent registered public accounting firm for the year ending December 31, 2015.  In accordance with the results below, the selection of Freed Maxick CPAs, P.C. was ratified.

Votes For
Votes Against
Abstentions
Broker Non-Votes
4,485,066
11,115
13,779
---

 
 
 

 
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 24, 2015
     
  By:  /s/ Daniel P. Penberthy  
    Daniel P. Penberthy
Executive Vice President / Chief Financial Officer