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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: |
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Buffalo, New York 14203
1. | To elect seven Directors to hold office until the next annual meeting of shareholders and until their successors have been elected and qualified. | ||
2. | To consider and act upon such other business as may properly come before the meeting. |
April 6, 2006 | By order of the Board of Directors, | |
Buffalo, New York | Reginald B. Newman II | |
Chairman |
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Buffalo, New York 14203
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Director of the Corporation, and all the executive officers of the Corporation, (c) all Directors and officers of the Corporation as a group. Unless otherwise stated, each person named in the table has sole voting and investment power with respect to the shares indicated as beneficially owned by that person.
Amount and Nature of | |||||||
Beneficial Owner | Beneficial Ownership (1) | Percent of Class(4) | |||||
(a) | More than 5% Owners: | ||||||
Willis S. McLeese | 800,000 | (2) | 13.9% | ||||
c/o 2200 Rand Building, Buffalo, NY | |||||||
Reginald B. Newman, II | 485,579 | 8.5% | |||||
350 Essjay Road, Williamsville, NY | |||||||
(b) | Nominees for Director and Executive Officers: | ||||||
Allen F. Grum | 73,628 | 1.3% | |||||
Erland E. Kailbourne | 10,000 | * | |||||
Ross B. Kenzie | 135,000 | 2.4% | |||||
Willis S. McLeese | 800,000 | (2) | 13.9% | ||||
Reginald B. Newman II | 485,579 | 8.5% | |||||
Jayne K. Rand | 149,016 | 2.6% | |||||
Robert M. Zak | 10,000 | * | |||||
Daniel P. Penberthy | 50,000 | * | |||||
(c) | All Directors and Officers as a group: | 1,713,223 | (3) | 29.9% |
*Less than 1% | ||
(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. | |
(2) | These shares are owned by Colmac Holdings, Ltd., a corporation of which Mr. McLeese is the Chairman and principal owner. | |
(3) | Except as indicated above, members of the group have sole voting and investment power over these shares. | |
(4) | Percent of Class calculated based on 5,718,934 shares outstanding at Record Date. |
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• | each of the members of the Audit Committee and Governance and Nominating Committee and a majority of the Compensation Committee is independent under the standards described above for purposes of membership on each of those committees; and | ||
• | the 2006 compensation of the senior executive officers were determined by a majority of the independent Directors of the Board. | ||
• | 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). |
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Name and Year | ||||||
Became a Director | ||||||
of the Company | Age | Principal Occupation | ||||
Allen F. Grum 1996 | 48 | Mr. Grum has served as the President and Chief Executive Officer of the Corporation since January 1996. Prior to becoming President, Mr. Grum served as Senior Vice President of the 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 the Corporation has an investment. |
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Name and Year | ||||||
Became a Director | ||||||
of the Company | Age | Principal Occupation | ||||
Erland E. Kailbourne1999 | 64 | 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 current member of the New York State Banking Board and a Director of the New York ISO, The John R. Oishei Foundation, Albany International Corporation, Allegany Co-op Insurance Company, USA Niagara Development Corp., Financial Institutions Inc. and its subsidiary Five Star Bank. | ||||
Ross B. Kenzie1996 | 74 | 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 also serves on the Board of Directors of Biophan Technologies, Inc., a development company specializing in highly marketable business device technologies and is a former Director of Merchants Mutual Insurance Company. | ||||
Willis S. McLeese1986 | 92 | Since 1976, Mr. McLeese has been the Chairman of Colmac Holdings Limited, Toronto, Canada, which develops, owns and operates cogeneration and alternative energy electric power generating plants. | ||||
Reginald B. Newman II1987 | 68 | Mr. Newman has been Chairman of the Board since 1996. Mr. Newman is the Chairman of NOCO Energy, Corp., Tonawanda, NY, a petroleum distributor. Mr. Newman is also a Director of M&T Bank Corporation, a financial institution headquartered in Buffalo, NY. | ||||
Jayne K. Rand1989 | 45 | Since 1993, Miss Rand has been a Vice President of M&T Bank. |
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Name and Year | ||||||
Became a Director | ||||||
of the Company | Age | Principal Occupation | ||||
Robert M. Zak2005 | 48 | Since 1995, Mr. Zak has been President and Chief Executive Officer of Merchants Mutual Insurance Company and of Merchants Insurance Company of New Hampshire, Inc., which operate under the trade name Merchants Insurance Group. Mr. Zak is also Senior Vice President, Chief Operating Officer and a Director of Merchants Group, Inc., the parent company of Merchants Insurance Company of New Hampshire, Inc. Mr. Zak joined Merchants in 1985. Prior to that, his career was in public accounting. |
Governance and | ||||
Compensation Committee | Nominating Committee | Audit Committee | ||
Ross B. Kenzie | Erland E. Kailbourne | Ross B. Kenzie | ||
Willis S. McLeese | Jayne K. Rand | Erland E. Kailbourne | ||
Robert M. Zak | Robert M. Zak | Jayne K. Rand |
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The primary purposes of the Governance and Nominating Committee include: | |||
• | developing, recommending to the Board and assessing corporate governance policies for the Corporation; | ||
• | overseeing the evaluation of the Board; | ||
• | recommending to the Board of Directors the individuals qualified to serve on the Corporation’s Board of Directors for election by shareholders at each annual meeting of shareholders and to fill vacancies of the Board of Directors. |
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Erland E. Kailbourne
Jayne K. Rand
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Aggregate | Pension or Retirement Benefits Accrued | |||||||
Name and Position | Compensation | as Part of Company Expenses | ||||||
Allen F. Grum, President, Director | $ | 185,771 | $ | 10,483 | (1) | |||
Erland E. Kailbourne, Director | $ | 11,650 | 0 | |||||
Ross B. Kenzie, Director | $ | 11,650 | 0 | |||||
Willis S. McLeese, Director | $ | 7,500 | 0 | |||||
Reginald B. Newman, II, Director | $ | 6,500 | 0 | |||||
Jayne K. Rand, Director | $ | 7,750 | 0 | |||||
Robert M. Zak, Director | 0 | 0 | ||||||
Daniel P. Penberthy, Treasurer | $ | 130,778 | $ | 7,368 | (1) |
(1) | Included within the indicated compensation payment are Corporation contributions to the Corporation’s 401(k) Profit Sharing Plan. To date an aggregate of $149,610 has been deferred for payment to Mr. Grum and Mr. Penberthy. Under the plan, participants may elect to contribute up to 20% of their compensation on a pretax basis by salary reduction up to a maximum of $15,000 for 2006. For eligible employees, the Corporation makes a flat contribution of 1% of compensation and matches employee contributions of up to a maximum of five percent (5%). In addition, the Corporation may contribute an annual discretionary amount as determined by the Board of Directors. In 2005, the Corporation did not make a discretionary contribution to the 401(k) Plan. |
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April 6, 2006 | By Order of the Board of Directors | |
Reginald B. Newman II | ||
Chairman of the Board |
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THIS PROXY IS SOLICITED ON BEHALF OF 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 to be held on April 27, 2006 or any adjournment hereof.
1. ELECTION OF DIRECTORS:
o FORall nominees (except as marked to the contrary below) | o WITHHOLD AUTHORITY for all nominees |
INSTRUCTIONS: To withhold authority to vote for an individual nominee, write that nominee’s name in the space provided below. |
2. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
(Continued from other side)
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR PROPOSAL 1.
Dated: | , 2006 |
Signature | |
Signature (if held jointly) | |
Please sign exactly as names appears to the left. When signing as a Trustee, Executor or Administrator, or Guardian, give title as such. All joint owners should sign. If a corporation, please sign in full corporate name by authorized officer, giving title. If a partnership, please sign in partnership name by authorized persons. |
Please Date, Sign and Promptly Return in the Enclosed Envelope.