Rand Capital Corporation (RAND) Earnings Call Transcript & Summary

Hello, and welcome to the Special Meeting of Shareholders of Rand Capital Corporation. I would now like to turn the meeting over to Erike Kailbourne, Chairman of Rand Capital Corporation. You may begin.

Good morning, everyone. I'm Erike Kailbourne, the Chairman of Rand Capital Corporation. It is my pleasure on behalf of the Board of Directors and the Officers of Rand Capital Corporation to welcome you and to express our appreciation to you for attending our virtual special meeting. I will be serving as Chairman for this special meeting; and Daniel Penberthy, the company's Executive Vice President and Secretary will act as Secretary of the meeting. The company has already supplied each shareholder with a copy of its proxy statement as supplemented by additional soliciting materials. As was noted in the company's additional soliciting material, this meeting is being held solely on the Internet by virtual means. The agenda and rules for the conduct and procedures for the special meeting of shareholders are posted on the virtual meeting website. I plan to conduct the meeting in accordance with the agenda and ask that you abide by the rules for conduct of the special meeting of shareholders. Only shareholders that have registered for the meeting with their control number and have provided their name may post questions to the website. These questions, if any, will be addressed during and/or after the meeting as appropriate. Let me also note that you do not need to recast your vote today if you have already voted. However, if you would like to vote, you may do so at any time up until we close the polls. The principal business of this special meeting is to approve the company's entry in the new investment advisory and management agreement with Rand Capital Management, LLC, pursuant to which the adviser will continue to provide investment advisory and management services to the company following the change of control of the adviser with no changes to terms. Mr. Penberthy has provided to me the notice of meeting and the proxy statement, together with the affidavit of their mailing on November 16, 2020. These documents will be incorporated into the minutes of this meeting. In addition, a list of shareholders as of November 9, 2020, which is the record date for this meeting is available on the virtual meeting website for shareholders. Now allow me to introduce Margaret Brechtel, Vice President of Finance for Rand Capital, who has been appointed to serve as inspector of election for this special meeting. Ms. Brechtel, will you please present your report of the number of shares present in person, by proxy or by attorney at this meeting so we can determine whether a quorum is present.

Thank you, Mr. Chairman. There are 2,583,772 shares entitled to vote as of November 9, 2020 record date. The majority of shares of common stock are represented in person or virtually for the meeting, and therefore, a quorum is present.

Thank you, Ms. Brechtel. Proper notice of the meeting having been given and the quorum being present, we will proceed to transact the business of the meeting. The first proposal we will consider is the approval of the company's entry into the new investment advisory and management agreement with Rand Capital management LLC, pursuant to which the adviser will continue to provide investment advisory and management services to the company following the change of control of the adviser with no changes to terms. The second proposal that we will consider is the approval of the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of this special meeting to approve the first proposal. I now declare the polls open at 10:05 for voting on both proposals. If any shareholder would like to vote, please do so on the virtual meeting site where indicated. Let me remind you that if you have voted by proxy, you do not need to vote again at this time unless you want to revoke your proxy. If there is any shareholder in attendance who wants to vote, please use the link provided on the virtual meeting platform. [Voting]

I'll now ask Mr. Gordon, Investment Relations for Rand Capital, to read any questions that may have been submitted by shareholders.

Mr. Chairman, there are no questions.

Thank you, Mr. Gordon. Since all of those desiring to vote have done so, the polls for voting on the matters before the special meeting are hereby closed at 10:06 a.m. Ms. Brechtel, will you now please report on the outcome of the vote.

Mr. Chairman, the ballots have been counted. A majority of the outstanding shares of common stock of Rand Capital have voted in favor of both of the proposals described in the notice of meeting and presented at the special meeting.

Thank you. I hereby declare that the proposals presented to the shareholders have each been approved as required by law. The secretary is instructed to cause the report of the inspector to be affixed to the minutes of this meeting. Ladies and gentlemen, that concludes the business which is scheduled to come before this meeting. The meeting is now adjourned at 10:06 a.m.

This does conclude the meeting. You may now disconnect. Everyone, have a great day.