RAND CAPITAL CORP 8-K

What Happened

• Rand Capital Corporation (RAND) filed an 8-K reporting the results of its 2026 Annual Meeting of Shareholders held April 22, 2026. Proxies were solicited via the proxy statement filed March 13, 2026. There was no solicitation in opposition. All five director nominees were re-elected and shareholders ratified the appointment of WithumSmith+Brown, PC as the independent registered public accounting firm for the year ending December 31, 2026.

Key Details

• Directors re-elected and vote counts:
  • Benjamin E. Godley: For 1,234,223; Withheld 73,290; Broker Non‑Votes 1,097,624
  • Adam S. Gusky: For 1,233,999; Withheld 73,514; Broker Non‑Votes 1,097,624
  • Cari L. Jaroslawsky: For 1,233,634; Withheld 73,879; Broker Non‑Votes 1,097,624
  • Erland E. Kailbourne: For 1,230,413; Withheld 77,100; Broker Non‑Votes 1,097,624
  • Robert M. Zak: For 1,233,098; Withheld 74,415; Broker Non‑Votes 1,097,624
• Auditor ratification (Proposal 2):
  • WithumSmith+Brown, PC ratified as independent auditor for 2026
  • Vote: For 2,382,171; Against 13,227; Abstentions 9,739; Broker Non‑Votes: none reported for this proposal

Why It Matters

• Board continuity: Re-election of all nominees keeps existing governance and strategy in place, which is relevant for investors tracking management oversight and board composition.
• Auditor confirmation: Ratifying WithumSmith+Brown, PC establishes the accounting firm that will audit RAND’s 2026 financial statements, a key factor in financial reporting and investor confidence.
• Voting profile: The tallies show strong support for management proposals but also a significant number of broker non‑votes on director elections (1,097,624), which can affect outcomes when shares are held in street name and brokers do not vote without instructions.