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

As discussed in Rand Capital Corporation’s (the “Company”) definitive proxy statement, filed with the Securities and Exchange Commission on November 13, 2020, Callodine Group LLC (“Callodine”) intends to acquire the controlling interest of Rand Capital Management LLC, the Company’s investment adviser (the “Adviser”), currently held by East Asset Management, LLC (the “Adviser Change in Control”). The Adviser Change in Control, if consummated, will result in an assignment of the current investment advisory and management agreement between the Company and the Adviser under the Investment Company Act of 1940 and, as a result, the immediate termination of such investment advisory agreement. Since the current investment advisory agreement will terminate upon completion of the Adviser Change in Control, the shareholders of the Company were asked to approve a new investment advisory and management agreement (the “New Advisory Agreement”) between the Company and the Adviser at a special meeting of shareholders (the “Special Meeting”).

The Special Meeting was called to order on December 16, 2020. There were present at the Special Meeting, in person or by proxy, stockholders holding an aggregate of 2,123,775 shares of the Company’s common stock, out of a total of 2,583,772 shares of the Company’s common stock issued and outstanding and entitled to vote at the Special Meeting. Below is a description of the matters voted on at the Special Meeting and the final results of such voting.

Proposal 1. Approval of the New Advisory Agreement

The Company’s shareholders approved the New Advisory Agreement between the Company and the Adviser to take effect upon the consummation of the Adviser Change in Control.

The following votes were taken in connection with this proposal:

Votes For Votes Against Abstain
1,955,877 167,661


About RAND CAPITAL CORPORATION (NASDAQ:RAND)

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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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