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8-KThe WireRoutine

Shareholder Vote

Filed Jul 24, 2025 · 11mo ago · Accession 0000017313-25-000067

Plain English

Material event — a significant development the company must disclose promptly.

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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 24, 2025 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.) 8333 Douglas Avenue , Suite 1100 Dallas , Texas 75225 (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 7.75% Notes due 2028 CSWCZ 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 its 2025 Annual Meeting of Shareholders (the “Annual Meeting”) on July 24, 2025. Shareholders of record at the close of business on May 28, 2025 (the “Record Date”) were entitled to vote at the Annual Meeting. As of the Record Date, there were 54,816,881 shares of common stock outstanding and entitled to vote. A quorum consisting of 37,598,330 shares of common stock of the Company were present or represented by proxy at the Annual Meeting. The following four proposals were voted on at the Annual Meeting: (1) the election of six directors to serve until the 2026 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; (3) the approval of an amendment to the Capital Southwest Corporation 2021 Employee Restricted Stock Award Plan; and (4) the ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2026. The final voting results for each of the proposals submitted to a vote of shareholders at the Annual Meeting are set forth below. Proposal 1. The following six (6) directors were elected to serve until the 2026 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 18,454,785 681,665 18,461,880 David R. Brooks 18,359,357 777,093 18,461,880 Jack D. Furst 18,030,115 1,106,335 18,461,880 Ramona Rogers-Windsor 18,429,138 707,312 18,461,880 Michael S. Sarner 18,568,307 568,143 18,461,880 William R. Thomas 18,393,310 743,140 18,461,880 Proposal 2. The compensation of the Company’s named executive officers as disclosed and discussed in the Proxy Statement on Schedule 14A relating to the Annual Meeting was approved on an advisory basis by the following vote: Votes For 14,140,392 Votes Against 4,148,413 Abstentions 847,645 Broker Non-Votes 18,461,880 Proposal 3. The approval of the amendment to the Capital Southwest Corporation 2021 Employee Restricted Stock Award Plan was approved by the following vote: Votes For 17,109,860 Votes Against 1,235,703 Abstentions 790,887 Broker Non-Votes 18,461,880 Proposal 4. The ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2026 was approved by the following vote: Votes For 36,352,976 Votes Against 667,670 Abstentions 577,684 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 24, 2025 By: /s/ Michael S. Sarner Name: Michael S. Sarner Title:   President and Chief Executive Officer
Filing details
Ticker
CSWC
CIK
17313
Form type
8-K
Filing date
Jul 24, 2025
Report date
Jul 24, 2025
Document
cswc-20250724.htm
Size
196 KB