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 | |