Rand Capital Corporation 8-K Summary
Business Context and Reporting Period
This Form 8-K reports the results of the 2026 Annual Meeting of Shareholders held on April 22, 2026. The filing covers the election of directors and the ratification of the independent registered public accounting firm.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance voting outcomes.
Material Changes and Voting Results
Proposal 1: Election of Directors
All five nominees were re-elected to the Board of Directors. The voting results were as follows:
| Director | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Benjamin E. Godley | 1,234,223 | 73,290 | 1,097,624 |
| Adam S. Gusky | 1,233,999 | 73,514 | 1,097,624 |
| Cari L. Jaroslawsky | 1,233,634 | 73,879 | 1,097,624 |
| Erland E. Kailbourne | 1,230,413 | 77,100 | 1,097,624 |
| Robert M. Zak | 1,233,098 | 74,415 | 1,097,624 |
Proposal 2: Ratification of Auditors
Shareholders ratified the appointment of WithumSmith+Brown, PC as the independent registered public accounting firm for the year ending December 31, 2026.
| Category | Count |
|---|---|
| Votes For | 2,382,171 |
| Votes Against | 13,227 |
| Abstentions | 9,739 |
| Broker Non-Votes | 0 |
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items. No opposition solicitation was reported for the proxy statement filed on March 13, 2026.
Key Facts for Investor Verification
- Confirm the tenure and background of the re-elected directors, particularly Erland E. Kailbourne who received the highest number of withheld votes.
- Verify the total number of shares outstanding to calculate the percentage of votes cast versus total equity.
- Review the March 13, 2026 proxy statement for detailed executive compensation and governance proposals not summarized in this 8-K.
- Check subsequent filings for the official appointment letter or engagement terms with WithumSmith+Brown, PC.