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): October 11, 2023
(Exact Name Of Registrant As Specified In Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(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 | ||||||
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 a Special Meeting of Shareholders (the "Special Meeting") on October 11, 2023. Shareholders of record at the close of business on August 28, 2023 (the “Record Date”) were entitled to vote at the Special Meeting. As of the Record Date, there were 39,951,118 shares of common stock outstanding and entitled to vote. A quorum consisting of 31,042,299 shares of common stock of the Company were present or represented by proxy at the Special Meeting.
The following two proposals were voted on at the Special Meeting: (1) the approval of an amendment to the Company's Articles of Incorporation (the "Charter") to increase the number of authorized shares of common stock (the "Charter Amendment"); and (2) the approval of the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Charter Amendment. The final voting results for each of the proposals submitted to a vote of stockholders at the Special Meeting are set forth below.
Proposal 1. The proposal to amend the Charter to increase the number of authorized shares of common stock was approved by the following vote:
| Votes For | 28,538,598 | |||||||
| Votes Against | 2,003,237 | |||||||
| Abstentions | 500,464 | |||||||
Proposal 2. The proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Charter Amendment was approved by the following vote:
| Votes For | 29,022,416 | |||||||
| Votes Against | 1,554,292 | |||||||
| Abstentions | 465,591 | |||||||
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: October 11, 2023
| By: | /s/ Michael S. Sarner | |||||||
| Name: Michael S. Sarner | ||||||||
| Title: Chief Financial Officer | ||||||||