Rand Capital (RAND) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on April 22, 2026, to elect five directors and ratify the appointment of the independent auditor.

• Shareholders of record as of March 5, 2026, are entitled to vote, with each share carrying one vote.

• The company is externally managed by Rand Capital Management LLC (RCM), with all executive functions and investment operations handled by RCM employees.

• East Asset Management, LLC owns 64.2% of outstanding shares, qualifying the company as a “controlled company” under Nasdaq rules.

Voting matters and shareholder proposals

• Proposals include electing five directors and ratifying WithumSmith + Brown, PC as the independent auditor for 2026.

• Shareholder proposals for the 2027 meeting must be submitted by November 13, 2026, with specific by-law requirements for timing and content.

• Shareholders may vote online, by phone, mail, or during the virtual meeting.

Board of directors and corporate governance

• The board consists of five directors, with four independent under SEC and Nasdaq rules; two are designated by East per a shareholder agreement.

• The board separates the roles of Chair and CEO for independent oversight.

• Governance and Nominating and Audit Committees are fully independent; no standing Compensation Committee due to externalization and controlled company status.

• The board emphasizes diversity, inclusion, and a broad mix of skills and backgrounds.

• Directors are expected to attend annual meetings; all attended in 2025.