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

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

Item5.07 Submission of Matters on a Vote of Security Holders

The 2017 Annual Meeting of Shareholders of Rand Capital
Corporation (the Company) was held on April20, 2017. Proxies were
solicited to the Companys proxy statement filed on March8, 2017
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 Companys 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 six 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.

Votes For VotesAgainst Abstentions BrokerNon-Votes

Allen F. Grum

2,121,913 67,041 17,409 2,853,446

Erland E. Kailbourne

2,121,748 61,206 23,409 2,853,446

Ross B. Kenzie

2,003,537 179,417 23,409 2,853,446

Reginald B. Newman II

2,121,437 61,517 23,409 2,853,446

Jayne K. Rand

2,127,163 55,791 23,409 2,853,446

Robert M. Zak

2,118,863 64,091 23,409 2,853,446

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

VotesFor

VotesAgainst

Abstentions

BrokerNon-Votes

2,086,315 92,981 27,067 2,853,446

Proposal
3.
Advisory vote on the frequency of holding future
advisory votes on executive compensation. The results of the vote
were as follows:

1 Year

2 Years

3 Years

Abstentions

BrokerNon-Votes

1,942,725 18,964 227,619 17,055 2,853,446

The results of the
shareholder vote with respect to the frequency of future advisory
votes on executive compensation were consistent with the
recommendation of the Companys Board of Directors that such vote
be held every year.Accordingly, the Companys Board of Directors
has decided to hold an annual advisory say-on-pay vote until the next
required vote on the frequency of future advisory votes on
executive compensation.

Proposal 4.
The ratification of the selection of Freed Maxick CPAs, P.C. as
our independent registered public accounting firm for the year
ending December31, 2017. In accordance with the results below,
the selection of Freed Maxick CPAs, P.C. was
ratified.

Votes For

VotesAgainst

Abstentions

BrokerNon-Votes

4,976,342 72,832 10,635


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.

RAND CAPITAL CORPORATION (NASDAQ:RAND) Recent Trading Information

RAND CAPITAL CORPORATION (NASDAQ:RAND) closed its last trading session up +0.01 at 2.93 with 1,816 shares trading hands.