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Rand Capital (NASDAQ: RAND) holders back board and auditor

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Rand Capital Corporation held its 2026 Annual Meeting of Shareholders on April 22, 2026. Shareholders re-elected all five director nominees, including Benjamin E. Godley and Adam S. Gusky, with each receiving more than 1.23 million votes for, versus roughly 73–77 thousand votes withheld and 1,097,624 broker non-votes per nominee.

Shareholders also ratified the appointment of WithumSmith+Brown, PC as the independent registered public accounting firm for the year ending December 31, 2026, with 2,382,171 votes for, 13,227 against, and 9,739 abstentions.

Positive

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Negative

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for Benjamin E. Godley 1,234,223 votes Election of director at 2026 Annual Meeting
Votes for Adam S. Gusky 1,233,999 votes Election of director at 2026 Annual Meeting
Broker non-votes on director elections 1,097,624 votes Per director nominee at 2026 Annual Meeting
Votes for auditor ratification 2,382,171 votes Ratification of WithumSmith+Brown, PC for 2026
Votes against auditor ratification 13,227 votes Ratification of WithumSmith+Brown, PC for 2026
Abstentions on auditor ratification 9,739 votes Ratification of WithumSmith+Brown, PC for 2026
broker non-votes financial
"Broker Non-Votes 1,097,624"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"the Company’s independent registered public accounting firm for the year ending December 31, 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
proxy statement financial
"Proxies were solicited pursuant to the Company’s proxy statement filed on March 13, 2026"
A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.
ratification financial
"the selection of WithumSmith+Brown, PC ... was ratified"
Understanding 8-K Material Events →
false 0000081955 0000081955 2026-04-22 2026-04-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): April 22, 2026

 

RAND CAPITAL CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

New York   814-00235   16-0961359
(State or Other Jurisdiction
of Incorporation)		   (Commission
File Number)		   (I.R.S. Employer
Identification Number)

 

1405 Rand Building, Buffalo, NY 14203

(Address of Principal Executive Offices) (Zip Code)

 

(716) 853-0802

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
  ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
  ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
  ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.10 par value   RAND   Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

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

 

The 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Rand Capital Corporation (the “Company”) was held on April 22, 2026. Proxies were solicited pursuant to the Company’s proxy statement filed on March 13, 2026 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   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 APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

In accordance with the results below, the selection of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was ratified.

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
2,382,171   13,227   9,739   –

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  RAND CAPITAL CORPORATION
     
Date: April 23, 2026    
     
  By: /s/ Daniel P. Penberthy
  Name: Daniel P. Penberthy
  Title: President and Chief Executive Officer

 

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did RAND shareholders decide at the 2026 annual meeting?

Shareholders re-elected all five director nominees and ratified WithumSmith+Brown, PC as independent registered public accounting firm for 2026. The directors received over 1.23 million votes each, and the auditor ratification drew 2,382,171 votes in favor.

Which directors were re-elected at Rand Capital (RAND) in 2026?

Shareholders re-elected Benjamin E. Godley, Adam S. Gusky, Cari L. Jaroslawsky, Erland E. Kailbourne, and Robert M. Zak. Each nominee received more than 1.23 million votes for, with approximately 73,000 to 77,000 votes withheld and 1,097,624 broker non-votes recorded.

How did Rand Capital (RAND) shareholders vote on the 2026 auditor?

Shareholders ratified WithumSmith+Brown, PC as Rand Capital’s independent registered public accounting firm for the year ending December 31, 2026, with 2,382,171 votes for, 13,227 against, 9,739 abstentions, and no broker non-votes reported on this proposal.

When was Rand Capital’s 2026 annual shareholder meeting held?

The 2026 Annual Meeting of Shareholders of Rand Capital Corporation was held on April 22, 2026. Proxies were solicited under a proxy statement filed March 13, 2026, and no solicitation in opposition to the company’s solicitation was reported in the disclosure.

What is Proposal 1 in Rand Capital (RAND) 2026 shareholder voting results?

Proposal 1 covered the election of directors to Rand Capital’s board. Shareholders approved all nominees, with each director receiving more than 1.23 million votes for, roughly 73,000 to 77,000 votes withheld, and 1,097,624 broker non-votes recorded on the proposal.

What is Proposal 2 in Rand Capital’s 2026 shareholder meeting?

Proposal 2 asked shareholders to ratify WithumSmith+Brown, PC as Rand Capital’s independent registered public accounting firm for 2026. The proposal passed with 2,382,171 votes for, 13,227 against, 9,739 abstentions, and no broker non-votes reported on this item.

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