RAND CAPITAL CORPORATION (NASDAQ:RAND) Files An 8-K Submission of Matters to a Vote of Security Holders

RAND CAPITAL CORPORATION (NASDAQ:RAND) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters on a Vote of Security Holders

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The 2018 Annual Meeting of Shareholders (the “Annual Meeting”) of Rand Capital Corporation (the “Company”) was held on April17, 2018. Proxies were solicited to the Company’s proxy statement filed on March8, 2018 with the Securities and Exchange Commission under Section14(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. The election of five 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 listed below was re-elected to serve as a director.

Votes For

Votes Against

Abstentions

Broker Non-Votes

Allen F. Grum

1,429,415 64,473 3,537,690

Erland E. Kailbourne

1,335,188 158,700 3,537,690

Ross B. Kenzie

1,344,560 149,328 3,537,690

Jayne K. Rand

1,386,315 107,573 3,537,690

Robert M. Zak

1,416,315 77,573 3,537,690

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

1,418,622 58,972 16,694 3,537,690

Proposal 3. The ratification of the selection of Freed Maxick CPAs, P.C. as the Company’s independent registered public accounting firm for the year ending December31, 2018. In accordance with the results below, the selection of Freed Maxick CPAs, P.C. was ratified.

Votes For

Votes Against

Abstentions

Broker Non-Votes

4,937,133 22,812 72,033


About RAND CAPITAL CORPORATION (NASDAQ:RAND)

Rand Capital Corporation is a closed-end, diversified, management investment company. The Company provides managerial assistance to the portfolio companies in which it invests. The Company makes venture capital investments in early or expansion-stage companies, typically in New York and its surrounding states. The Company makes the majority of its investments through its subsidiary, Rand Capital SBIC, Inc. (Rand SBIC), which operates as a small business investment company. The Company invests in a mixture of debt and equity instruments. The debt securities have an equity component in the form of warrants or options to acquire stock or the right to convert the debt securities into stock. The Company’s principal investment objective is to achieve long-term capital appreciation on its equity investments while maintaining a cash flow from the debenture and pass-through equity instruments. It makes initial investments in a company through equity or in debt or loan instruments.

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