0001171843-15-002180.txt : 20150424 0001171843-15-002180.hdr.sgml : 20150424 20150424144418 ACCESSION NUMBER: 0001171843-15-002180 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150423 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20150424 DATE AS OF CHANGE: 20150424 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAND CAPITAL CORP CENTRAL INDEX KEY: 0000081955 IRS NUMBER: 160961359 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 814-00235 FILM NUMBER: 15791368 BUSINESS ADDRESS: STREET 1: 2200 RAND BUILDING CITY: BUFFALO STATE: NY ZIP: 14203 BUSINESS PHONE: 7168530802 MAIL ADDRESS: STREET 1: 2200 RAND BUILDING CITY: BUFFALO STATE: NY ZIP: 14203 8-K 1 f8k_042415.htm FORM 8-K 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