Rand Capital Corporation

04/24/2025 | Press release | Distributed by Public on 04/24/2025 14:30

Proxy Results (Form 8-K)

Item 5.07. Submission of Matters on a Vote of Security Holders

The 2025 Annual Meeting of Shareholders (the "Annual Meeting") of Rand Capital Corporation (the "Company") was held on April 23, 2025. Proxies were solicited pursuant to the Company's proxy statement filed on March 14, 2025 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 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 - ELECTION OF DIRECTORS

In accordance with the results below, each nominee listed below was re-elected to serve as a director.

Votes For Votes Withheld Broker Non-Votes
Benjamin E. Godley 2,085,846 6,069 351,499
Adam S. Gusky 2,084,809 7,106 351,499
Cari L. Jaroslawsky 2,084,829 7,086 351,499
Erland E. Kailbourne 2,080,846 11,069 351,499
Robert M. Zak 2,080,935 10,980 351,499

Proposal 2 - RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

In accordance with the results below, the selection of Freed Maxick, P.C. as the Company's independent registered public accounting firm for the year ending December 31, 2025 was ratified.

Votes For Votes Against Abstentions Broker Non-Votes
2,428,455 1,165 13,794 -