SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
o Preliminary Proxy Statement | ||
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
þ Definitive Proxy Statement | ||
o Definitive Additional Materials | ||
o Soliciting Material Pursuant to §240.14a-12 |
Rand Capital Corporation
Payment of Filing Fee (Check the appropriate box):
þ | No fee required. |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
o | Fee paid previously with preliminary materials. |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
1. | To elect six Directors to hold office until the next annual meeting of shareholders and until their successors have been elected and qualified. | ||
2. | To conduct an advisory vote on executive compensation. | ||
3. | To conduct an advisory vote on the frequency of holding future advisory votes on executive compensation. | ||
4. | To ratify the selection of Freed Maxick & Battaglia, CPAs, P.C. as our independent registered public accounting firm for the year ending December 31, 2011. | ||
5. | To consider and act upon such other business as may properly come before the meeting. |
March 25, 2011 Buffalo, New York |
By order of the Board of Directors, Reginald B. Newman II Chairman |
Amount and Nature of | Percent | |||||||
Beneficial Owner | Beneficial Ownership (1) | of Class (3) | ||||||
(a) More than 5% Owners: |
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NSB Advisors LLC (NSB) |
2,347,454 | (4) | 34.4 | % | ||||
200 Westage Center Drive, Suite 228 Fishkill, NY |
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Colmac Holdings, Ltd. |
810,000 | 11.9 | % | |||||
8 King Street East, Suite 1901 Toronto, ON Canada |
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Utility Service Holding Co. |
704,000 | 10.3 | % | |||||
P.O. Box 67, 9187 Highway 15 North Warthen, GA |
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(b) Directors, nominees for Director and executive officers: |
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Allen F. Grum |
91,142 | 1.3 | % | |||||
Erland E. Kailbourne |
20,000 | * | ||||||
Ross B. Kenzie |
100,000 | 1.5 | % | |||||
Reginald B. Newman II |
288,804 | 4.2 | % | |||||
Jayne K. Rand |
140,478 | 2.1 | % | |||||
Robert M. Zak |
30,000 | * | ||||||
Daniel P. Penberthy |
57,000 | 0.8 | % | |||||
(c) All Directors and executive officers as a group |
727,424 | (2) | 10.7 | % |
* | Less than 1/2% | |
(1) | The beneficial ownership information presented is based upon information furnished by each person or contained in filings made with the Securities and Exchange Commission (SEC). | |
(2) | Members of the group have sole voting and investment power over these shares. | |
(3) | Percent of Class calculated based on 6,818,934 common shares outstanding at Record Date. | |
(4) | Shares are owned by clients of NSB Advisors LLC, a federally registered investment adviser. NSB has shared dispositive power but no voting power with respect to the shares. Shares were reported on a Schedule 13G filed with the SEC by NSB Advisor LLC on January 10, 2011. |
| each of the members of the Audit Committee, the Governance and Nominating Committee, and the Compensation Committee are independent under the standards described above for purposes of membership on each of those committees; | ||
| the 2010 compensation of the executive officers was determined by a majority of the independent Directors of the Board; and | ||
| each of the members of the Audit Committee also meets the additional independence requirements under SEC Rule 10A-3(b) and NASDAQ Rule 4350(d). |
Business Experience | ||||||||||||
and Occupations | ||||||||||||
Name, Age and | Position(s) held | Length of | During Last Five | Other Director- | ||||||||
Address | with Fund | Time Served (1) | Years | Ships (2) | ||||||||
Directors who
are Interested
Persons (3) |
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Allen F. Grum (53) c/o 2200 Rand Building Buffalo NY 14203 |
President of Rand and a Director | 1996 | President and Chief Executive Officer since 1996. Prior thereto, Mr. Grum served as Senior Vice President of Rand Capital Corporation commencing in June 1995. From 1994 to 1995, Mr. Grum was Executive Vice President of Hamilton Financial Corporation and from 1991-1994 he served as Senior Vice President of Marine Midland Mortgage Corporation. Mr. Grum serves on a number of Boards of Directors of companies in which Rand Capital Corporation has an investment. | None |
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Business Experience | ||||||||||||
and Occupations | ||||||||||||
Name, Age and | Position(s) held | Length of | During Last Five | Other Director- | ||||||||
Address | with Fund | Time Served (1) | Years | Ships (2) | ||||||||
Directors who
are not Interested
Persons |
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Erland E. Kailbourne (69) 220 Liberty Street P.O. Box 227 Warsaw, NY 14569 |
Director | 1999 | Chairman of Albany International, Inc. since May 2009. Chairman of the Farash Corporation since 2007. Prior thereto, from January 2006 until May 2010, Mr. Kailbourne was Chairman of Financial Institutions, Inc. and its subsidiary Five Star Bank. From May 2002 until March 2003, Mr. Kailbourne was Chairman and Interim CEO of Adelphia Communications. (Adelphia filed a petition under Chapter 11 of the United States Bankruptcy Code in June 2002.) He retired as Chairman and Chief Executive Officer (New York Region) of Fleet National Bank, a banking subsidiary of Fleet Financial Group, Inc., in 1998. He was Chairman and Chief Executive Officer of Fleet Bank, also a subsidiary of Fleet Financial Group, Inc., from 1993 until its merger into Fleet National Bank in 1997. He is a Director of the New York ISO, Financial Institutions, Inc. and Five Star Bank, Albany International Corporation, Allegany Co-op Insurance Company, The Farash Corporation and the Thomas and Laura Moogan Foundation. Mr. Kailbournes extensive banking and financial experience provide necessary attributes as a Director of Rand. | Chairman of Albany International, Inc., Director of Financial Institutions, Inc. and its subsidiary Five Star Bank | ||||||||
Ross B. Kenzie (79) Key Tower, Suite 1350 50 Fountain Plaza Buffalo, NY 14202 |
Director | 1996 | Mr. Kenzie has been retired since 1989. Prior thereto, he was the Chairman of the Board and Chief Executive Officer of Goldome Bank, Buffalo, NY, a savings bank, since 1980. Prior thereto, Mr. Kenzie was Executive Vice President and Director of Merrill Lynch Pierce Fenner & Smith as well as Merrill Lynch & Co. Mr. Kenzie is a former Director of Biophan Technologies, Inc. and Natural Nano, Inc., development companies specializing in highly marketable business devices and naturally occurring nanotube technologies; and a former Director of Merchants Mutual Insurance Company. Mr. Kenzies banking and financial experience in addition to his involvement with emerging companies, provide invaluable expertise as a Director of Rand. | None |
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Business Experience | ||||||||||||
and Occupations | ||||||||||||
Name, Age and | Position(s) held | Length of | During Last Five | Other Director- | ||||||||
Address | with Fund | Time Served (1) | Years | Ships (2) | ||||||||
Reginald B.
Newman II (73) 50 North Airport Drive Buffalo, NY 14225 |
Director and Chairman of Board | 1987 | Mr. Newman has been Chairman of the Board since 1996. Mr. Newman is the Chairman of Prior Aviation Services, Inc., the Fixed Base Operator (FBO) at Buffalo Niagara International Airport, Buffalo, NY. He is a Director of Dunn Tire LLC and Taylor Devices, Inc. and former Director of M&T Bank Corporation. Mr. Newmans involvement with small businesses provides necessary skills as a Director of Rand. | Director of Taylor Devices | ||||||||
Jayne K. Rand (50) c/o 2200 Rand Building Buffalo, NY 14203 |
Director | 1989 | Since 1993, Miss Rand has been a Vice President of M&T Bank. She is Board Chair of Gateway-Longview. Miss Rands banking and credit underwriting abilities provide necessary expertise as a Director of Rand. | None | ||||||||
Robert M. Zak (53) 250 Main Street Buffalo, NY 14202 |
Director | 2005 | Since 1995, Mr. Zak has been President and Chief Executive Officer of Merchants Mutual Insurance Company, which operates under the trade name Merchants Insurance Group. Mr. Zak joined Merchants in 1985. Prior to that, his career was in public accounting. Mr. Zaks executive leadership and public accounting experience provide necessary attributes as a Director of Rand. | None | ||||||||
Non-Director Officers |
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Daniel P. Penberthy (48) c/o 2200 Rand Building Buffalo, NY 14203 |
Executive Vice President and Treasurer of Rand | N/A | Mr. Penberthy has served as Treasurer of the Corporation since August 1997. Since January 2002, Mr. Penberthy has served as Executive Vice President, and he has continued to serve as the Chief Financial Officer since 1997. From 1993 to 1997, Mr. Penberthy served as Chief Financial Officer for both the Greater Buffalo Partnership (formerly the Chamber of Commerce) and the Greater Buffalo Convention and Visitors Bureau. Prior thereto, from 1990 to 1993, Mr. Penberthy served as a Senior Associate with the Greater Buffalo Development Foundation, a regional business development organization. Prior to 1990, Mr. Penberthy was employed by KPMG, a public accounting firm. | None |
(1) | Indicates initial year in which person became Director. All Directors terms of office will be through the next annual meeting of shareholders and until their successors have been elected and qualified. | |
(2) | Indicates directorships of companies with a class of equity securities registered under Section 12 of the Securities Exchange Act, subject to the requirements of Section 15(d) of the Securities Exchange Act, or registered as an investment company under the Investment Company Act. | |
(3) | Allen F. Grum is an officer of Rand, and is deemed to be an Interested Person under Section 2(a)(19) of the Investment Company Act of 1940. |
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Dollar Range of Equity | ||||
Name of Director or Nominee | Securities in the Fund | |||
(a) Directors who are not Interested Persons: |
||||
Erland E. Kailbourne |
$ | 50,000 - $100,000 | ||
Robert M. Zak |
$ | 50,000 - $100,000 | ||
Ross B. Kenzie |
Over $100,000 | |||
Reginald B. Newman, II |
Over $100,000 | |||
Jayne K. Rand |
Over $100,000 | |||
(b) Directors who are Interested Persons: |
||||
Allen F. Grum |
Over $100,000 |
Governance and | ||||
Compensation Committee | Nominating Committee | Audit Committee | ||
Robert M. Zak (Chair)
|
Erland E. Kailbourne (Chair) | Ross B. Kenzie (Chair) | ||
Jayne K. Rand
|
Ross B. Kenzie Jayne K. Rand |
Erland E. Kailbourne Robert M. Zak |
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| developing, recommending to the Board and assessing corporate governance policies for Rand; | ||
| overseeing the evaluation of the Board; | ||
| recommending to the Board of Directors the individuals qualified to serve on Rands Board of Directors for election by shareholders at each annual meeting of shareholders and to fill vacancies on the Board of Directors. |
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| Base Salary Our philosophy is that base salaries should meet the objectives of attracting and retaining the management talent needed to operate the business successfully. Individual salary amounts are not determined by formulas, but instead reflect the Committees judgment with respect to each NEOs responsibility, performance, experience and historical compensation, internal equity considerations and other factors, including retention. Annually, Rand sets base salaries for its NEOs that it believes are appropriate given the scope of their duties and responsibilities. |
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| Bonus Rand may pay annual bonuses to NEOs and staff to motivate them to achieve Rands principal business and investment goals and to bring their total compensation to competitive levels. The bonus is based on a qualitative consideration of individual and company performance. The Compensation Committee considers, and may make appropriate adjustments for, unusual items that are deemed to be outside the control of the executives. | ||
| Profit Sharing Plan Rand provides long-term incentives to its NEOs through its Profit Sharing Plan, which allows them to participate in the growth of its portfolios and aligns their long term interests with those of Rands shareholders. The terms of Rands license to maintain Rand SBIC require that it maintain a profit sharing plan, which provides for payment by Rand of designated percentages of net realized capital gains (net of all unrealized capital losses and unrealized depreciation) of Rand SBIC as defined. Any Profit Sharing paid or accrued cannot exceed 20% of Rands net income as defined. The Compensation Committee does not have discretion to change the amounts due under the Profit Sharing Plan. Amounts due under the Profit Sharing Plan are subject to SEC limitations. | ||
| Equity Although we believe that equity ownership by management aligns managements interests with increasing stockholder value, restrictions imposed by the Investment Company Act preclude Rand from offering stock options or other equity incentives to its NEOs at any time when it also allows them to participate in a profit sharing plan. Rand has a stock option plan that was adopted in 2001 (see Option Plan, below), but no options have been or will be granted under it while the Profit Sharing Plan is in effect. | ||
| Standard Employee Benefits Rand provides employee benefits that are considered appropriate to be competitive and necessary to attract and retain talented personnel. Rand maintains a 401(k) Plan for its employees under which participants may elect to contribute up to 20% of their compensation on a pretax basis, to a maximum of $16,500 ($22,000 if age 50 or over) for 2011. Rand makes a contribution of 1% of compensation for each participant and matches participant contributions up to 5% of compensation. Rand may also elect to contribute discretionary amounts under the 401(k) Plan as determined by the Board. No discretionary amounts have been contributed since Plan inception. Rand also provides life insurance and automobile reimbursement benefits to its NEOs. | ||
| For calendar year 2010, a total of $531,602 was accrued for payment due the NEOs through the Profit Sharing Plan. No bonus payments were awarded for 2010. All amounts were paid in 2011. |
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| total compensation in relation to Rands size, and the composition and performance of its investments and total investment capital available; | ||
| Rands success in identifying appropriate investment opportunities and returns on its investments; | ||
| the value of Rands assets; including changes resulting from the implementation of Accounting Standards Codification ASC 820 fair value measurement, | ||
| the responsibilities and duties of the NEOs, | ||
| whether there has been any adjustment or potential recovery of prior payments resulting from the restatement of prior performance measures upon which the bonus or profit sharing awards were based. No such adjustments or recovery occurred during the year; and | ||
| realized income from investment exits in the consolidated Rand and Rand SBIC portfolios. |
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| Bonus payments are not tied directly to specific financial metrics which reduces risk of management override to achieve desired targets and performance metrics; | ||
| Maintenance of the Profit Sharing Plan is required under the terms of the U.S. Small Business Administrations license for our SBIC subsidiary, and the SBAs requirement to maintain the Profit Sharing Plan suggests that it believes that the plan provides for compensation to participants in an appropriate manner and in appropriate amounts; | ||
| Profit sharing payments are limited by SEC regulation to 20% of Rands net income after taxes in any fiscal year as defined; | ||
| The Board, Compensation Committee and independent accountants review all profit sharing calculations prior to disbursement; | ||
| The NEOs personal investment portfolios include significant amounts of Rands shares, which aligns their interests with our shareholders for Rands long term success and stock appreciation; | ||
| The Profit Sharing and Bonus plans have been in place for a number of years, and we have seen no evidence that they encourage unnecessary or excessive risk taking; | ||
| Rand has specific quarterly reporting, review and approval processes with its Board of Directors which we believe are adequately designed to prevent manipulation by any employee including our NEOs; and | ||
| The compensation and bonus of non-executive officers are qualitatively determined by the President, which we believe encourages a balanced approach to overall corporate performance. |
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Non-Equity | All Other | Total | ||||||||||||||||||||||
Name and | Bonus | Incentive Plan | Compensation | Compensation | ||||||||||||||||||||
Principal Position (1) | Year | Salary (2) | (2)(3) | Compensation(3)(7) | (4)(5) | (6) | ||||||||||||||||||
Allen F. Grum, President & Director |
2010 | $ | 175,000 | $ | 0 | $ | 265,801 | $15,000 $16,711 | (5) | $ | 472,512 | |||||||||||||
2009 | $ | 170,000 | $ | 8,494 | $ | 66,506 | $10,500 $16,667 | (5) | $ | 272,167 | ||||||||||||||
2008 | $ | 165,000 | $ | 5,000 | $ | 0 | $11,400 $16,842 | (5) | $ | 198,242 | ||||||||||||||
Daniel P. Penberthy, Treasurer |
2010 | $ | 160,000 | $ | 0 | $ | 265,801 | $14,100 $10,779 | (5) | $ | 450,680 | |||||||||||||
2009 | $ | 155,000 | $ | 8,494 | $ | 66,506 | $ 9,600 $10,690 |
(5) | $ | 250,290 | ||||||||||||||
2008 | $ | 150,000 | $ | 5,000 | $ | 0 | $10,500 $10,536 | (5) | $ | 176,036 |
(1) | Mr. Grum is Rands principal executive officer, and Mr. Penberthy is Rands principal financial officer. Neither of them has an employment contract with Rand. | |
(2) | Represent amounts earned, prior to employee 401(k) contributions made by named executive, as described in footnote (4). | |
(3) | Bonuses and non-equity incentive plan compensation accrued by Rand at December 31, 2010 were paid in 2011; at December 31, 2009 were paid in 2010, and at December 31, 2008 were paid in 2009. | |
(4) | Included within the indicated compensation payment are contributions by Rand to its 401(k) Plan, which is available to all Rand employees. Under the 401(k) Plan, participants may elect to contribute up to 20% of their compensation on a pretax basis by salary reduction up to a maximum of $16,500 ($22,000 if age 50 or over) for 2010. For eligible employees, Rand makes a contribution of 1% of compensation and matches employee contributions up to a maximum of 5%. In addition, Rand may elect to contribute an annual discretionary amount as determined by the Board of Directors. In 2010, 2009 and 2008, Rand did not make a discretionary contribution to the 401(k) Plan. | |
(5) | Amount indicated includes the cost of life insurance, disability insurance and business automobile reimbursement benefits. | |
(6) | Non-equity incentive compensation from the Corporations Profit Sharing Plan approximated 58% of total compensation for the named NEOs in 2010. Total salary and bonus for the NEOs approximated 36%, 65% and 87% of total compensation in 2010, 2009 and 2008, respectively. | |
(7) | Non-equity incentive plan compensation consists of payments under the Profit Sharing Plan (in each case 6% of net realized capital gains of Rand SBIC). |
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Name | Fees Earned or Paid in Cash | |||
Erland E. Kailbourne |
$ | 16,500 | ||
Ross B. Kenzie |
$ | 16,500 | ||
Willis S. McLeese |
$ | 10,500 | ||
Reginald B. Newman, II |
$ | 15,500 | ||
Jayne K. Rand |
$ | 12,250 | ||
Robert M. Zak |
$ | 15,750 |
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March 25, 2011
|
By Order of the Board of Directors Reginald B. Newman II Chairman of the Board |
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RAND CAPITAL CORPORATION ATTN: ELSPETH DONALDSON 2200 RAND BUILDING BUFFALO, NY 14203 Investor Address Line 1 Investor Address Line 2 Investor Address Line 3 Investor Address Line 4 Investor Address Line 5 John Sample 1234 ANYWHERE STREET ANY CITY, ON A1A 1A1 234567 8 234567 8 234567 8 234567 8 234567 8 234567 8 1 11 OF 2 VOTE BY INTERNET www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. CONTROL # 000000000000 NAME THE COMPANY NAME INC. COMMONSHARES123,456,789,012.12345 THE COMPANY NAME INC. CLASS A123,456,789,012.12345 THE COMPANY NAME INC. CLASS B123,456,789,012.12345 THE COMPANY NAME INC. CLASS C123,456,789,012.12345 THE COMPANY NAME INC. CLASS D123,456,789,012.12345 THE COMPANY NAME INC. CLASS E123,456,789,012.12345 THE COMPANY NAME INC. CLASS F123,456,789,012.12345 THE COMPANY NAME INC. 401 K123,456,789,012.12345 PAGE1OF2 TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:x KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARDISVALIDONLYWHEN SIGNEDANDDATED.DETACH AND RETURN THIS PORTION ONLY For Withhold For All To withhold authorityto vote for any AllAllExceptindividual nominee(s), mark For All Except andwritethenumber(s)ofthe TheBoard of Directors recommends you vote nominee(s) on thelinebelow. FOR the following: 1.Election of Directors Nominees 01Allen F. Grum02Erland E. Kailbourne03Ross B. Kenzie04Reginald B. Newman II05Jayne K. Rand 06Robert M. Zak TheBoard of Directors recommends you vote FOR the following proposal:For Against Abstain 2.To conduct an advisory vote on executive compensation. The Board of Directors recommends you vote FOR approval of an annual ( 1 YEAR ) advisory vote on the following proposal:1 year2 years3 yearsAbstain 3.To conduct an advisory vote on the frequency of holding future advisory votes on executive compensation. TheBoard of Directors recommends you vote FOR the following proposal:ForAgainstAbstain 4.To ratify the selection of Freed Maxick & Battaglia, CPAs, P.C. as our independent registered public accounting firm for the000 year ending December 31, 2011. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. 02 00000926341 R1.0.0.11699 Investor Address Line 1 Investor Address Line 2 Investor Address Line 3 Investor Address Line 4 Please sign exactly as your name(s) appear(s) hereon. When signing asInvestor Address Line 5 John Sample attorney, executor, administrator, or other fiduciary, please give full 1234 ANYWHERE STREET title as such. Joint owners should each sign personally. All holders must ANY CITY, ONA1A 1A1 sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. SHARES CUSIP # JOB #SEQUENCE # Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Report, Notice & Proxy Statement is/ are available at www.proxyvote.com . RAND CAPITAL CORPORATION Annual Meeting of Shareholders April 29, 2011 10:30 AM This proxy is solicited by the Board of Directors The undersigned hereby appoints Jayne K. Rand and Allen F. Grum as proxies, each with the power to appoint a substitute, and hereby authorizes them to represent and to vote as designated below all the shares of Common Stock of Rand Capital Corporation (the Company) held of record by the undersigned at the annual meeting of shareholders of the Company to be held on April 29, 2011 or any adjournment hereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors recommendations. 00000926342 R1.0.0.11699 Continued and to be signed on reverse side |
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