Rand Capital (RAND) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on April 23, 2025, to elect five directors, ratify the selection of the independent auditor, and address other business.

• Shareholders of record as of March 6, 2025, are entitled to vote, with each share granting one vote.

• Proxy materials are available online, and shareholders can vote by internet, phone, mail, or during the virtual meeting.

Voting matters and shareholder proposals

• Proposals include electing five directors and ratifying Freed Maxick, P.C. as the independent auditor for 2025.

• Shareholders may submit proposals for the 2026 meeting by November 14, 2025, with specific by-law requirements for timing and content.

• Shareholder nominations for directors must follow advance notice provisions.

Board of directors and corporate governance

• The board consists of five directors, with four classified as independent under SEC and Nasdaq rules.

• East Asset Management, LLC, as a majority shareholder, designates two nominees per a shareholder agreement.

• The board chair is independent, and the CEO role is separated for enhanced oversight.

• The Governance and Nominating Committee, composed solely of independent directors, oversees nominations and governance policies.

• The board values diversity, with 20% of members self-identifying as female.