UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 29, 2020
CAPITAL SOUTHWEST CORPORATION
(Exact Name Of Registrant As Specified In Charter)
| Texas | 814-00061 | 75-1072796 | ||||||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
5400 Lyndon B. Johnson Freeway, Suite 1300
Dallas, Texas 75240
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (214) 238-5700
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
| Common Stock, $0.25 par value per share | CSWC | The Nasdaq Global Select Market | ||||||
| 5.95% Notes due 2022 | CSWCL | The Nasdaq Global Select Market | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | ☐ | ||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
Capital Southwest Corporation (the “Company”) held the 2020 Annual Meeting of Shareholders of the Company (the “Annual Meeting”) on July 29, 2020. Shareholders of record at the close of business on June 1, 2020 (the “Record Date”) were entitled to vote at the Annual Meeting. As of the Record Date, there were 17,998,098 shares of common stock outstanding and entitled to vote. A quorum consisting of 14,652,123 shares of common stock of the Company were present or represented by proxy at the Annual Meeting.
The following three proposals were voted on at the Annual Meeting: (1) the election of six directors to serve until the 2021 Annual Meeting of Shareholders or until their respective successors are duly elected and qualified; (2) the approval of, on an advisory basis, the compensation of the Company’s named executive officers; and (3) the ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2021. The final voting results for each of the proposals submitted to a vote of stockholders at the Annual Meeting are set forth below.
Proposal 1. The following six (6) directors were elected to serve until the 2021 Annual Meeting of Shareholders or until their respective successors are duly elected and qualified by the following vote:
| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Christine S. Battist | 8,516,090 | 276,985 | 5,859,048 | |||||||||||||||||
| David R. Brooks | 8,398,474 | 394,601 | 5,859,048 | |||||||||||||||||
| Bowen S. Diehl | 8,661,961 | 131,114 | 5,859,048 | |||||||||||||||||
| Jack D. Furst | 8,516,370 | 276,705 | 5,859,048 | |||||||||||||||||
| T. Duane Morgan | 8,510,630 | 282,445 | 5,859,048 | |||||||||||||||||
| William R. Thomas | 8,477,397 | 315,678 | 5,859,048 | |||||||||||||||||
Proposal 2. The compensation of the Company’s named executive officers as disclosed and discussed in the proxy statement relating to the Annual Meeting was approved on an advisory basis by the following vote:
| Votes For | 7,953,182 | |||||||
| Votes Against | 583,522 | |||||||
| Abstentions | 256,371 | |||||||
| Broker Non-Votes | 5,859,048 | |||||||
Proposal 3. The ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2021 was approved by the following vote:
| Votes For | 14,518,645 | |||||||
| Votes Against | 76,700 | |||||||
| Abstentions | 56,778 | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 29, 2020
| By: | /s/ Michael S. Sarner | |||||||
| Name: Michael S. Sarner | ||||||||
| Title: Chief Financial Officer | ||||||||