UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
|
Filed by the Registrant ☒ |
||
|
Filed by a Party other than the Registrant ☐ |
||
|
Check the appropriate box: |
||
|
☐ |
Preliminary Proxy Statement |
|
|
☐ |
Confidential, For Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) |
|
|
☐ |
Definitive Proxy Statement |
|
|
☒ |
Definitive Additional Materials |
|
|
☐ |
Soliciting Material Pursuant to Rule 14a‑11(c) or Rule 14a‑12 |
|
|
|
|
|
|
CAPITAL SOUTHWEST CORPORATION |
||
|
|
||
|
(Name of Registrant as Specified In Its Charter) |
||
|
|
||
|
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) |
||
|
|
||
|
Payment of Filing Fee (Check the appropriate box): |
||
|
☒ |
No fee required. |
|
|
☐ |
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: |
|
|
|
|
|
☐ |
Fee paid previously with preliminary materials. |
|
|
☐ |
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: |
|
|
|
|
Capital Southwest Corporation
Supplementary Proxy Solicitation Materials
The table below summarizes the material substantive changes between the Preliminary Proxy Statement filed on May 11, 2017 and the Definitive Proxy Statement filed on June 16, 2017 with respect to the provisions of the Company’s existing Texas Charter compared with the proposed Maryland Charter. For more information, see pages 28 through 43 in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on June 16, 2017.
|
Governance Provision |
Current CSWC |
CSWC Maryland Charter Proposed in Preliminary Proxy Statement |
CSWC Maryland Charter Proposed in Definitive Proxy Statement |
|
Director Elections |
CSWC’s directors are elected by a plurality of all votes cast. |
Same as CSWC Texas Charter. |
In uncontested elections, a director will be elected by the affirmative vote of a majority of all votes cast. In contested elections, directors will be elected by a plurality of the votes cast.
|
|
Removal of Directors |
CSWC’s directors may only be removed for cause with the vote of holders of two-thirds of outstanding shares. |
Same as CSWC Texas Charter. |
CSWC’s directors may only be removed for cause with the vote of holders of a majority of outstanding shares. |
|
Special Meeting of Shareholders |
Stockholders holding at least 10% of the shares entitled to be cast may call a special stockholder meeting. |
Stockholders holding at least a majority of the shares entitled to be cast may call a special stockholder meeting. |
Stockholders holding at least 25% of the shares entitled to be cast may call a special stockholder meeting.
|
|
Advance Notice Bylaw |
None. |
Shareholders must submit proposals or director nominees to CSWC Maryland no more than 150 days and no less than 120 days prior to the anniversary date of the prior year’s annual proxy mailing date. |
Shareholders must submit proposals or director nominees to CSWC Maryland no more than 120 days and no less than 90 days prior to the anniversary date of the prior year’s annual proxy mailing date.
|