CAPITAL SOUTHWEST CORPORATION (NASDAQ:CSWC) Files An 8-K Submission of Matters to a Vote of Security Holders

ME Staff 8-k

7 years ago

CAPITAL SOUTHWEST CORPORATION (NASDAQ:CSWC) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07 Submission of Matters to a Vote of Security Holders.

Capital Southwest Corporation (the “Company”) held its Annual Meeting of Shareholders on August 2, 2017 (the “Annual Meeting”). As of June 13, 2017, the record date for the Annual Meeting, 16,006,296 shares of common stock outstanding were entitled to vote, and 14,590,245 of those shares were present in person or represented by proxy at the Annual Meeting.

Following is a brief descriptions of each of the proposals voted upon at the Annual Meeting and the final voting results of each proposal. The proposals are described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on June 16, 2017 (the “Proxy Statement”),

(1)	Election of Directors. The following six (6) directors were elected to serve until the 2018 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
David R. Brooks	8,795,696	3,938,575	1,855,974
Bowen S. Diehl	12,622,170	112,101	1,855,974
Jack D. Furst	7,944,772	4,789,499	1,855,974
T. Duane Morgan	7,984,416	4,749,855	1,855,974
William R. Thomas III	7,484,290	5,249,981	1,855,974
John H. Wilson	8,089,972	4,644,299	1,855,974

(2)

Conversion of Capital Southwest Corporation from a Texas corporation to a Maryland corporation. The proposal to convert the Company from a Texas corporation to a Maryland corporation required the approval by two-thirds of the Company’s outstanding shares. Although a majority of the Company’s shareholders voted in favor of the proposal, the proposal was not approved.

Votes For	8,551,258
Votes Against	4,145,250
Abstentions	37,763
Broker Non-Votes	1,855,974

(3)	Advisory vote on the compensation of the Company’s named executive officers. The compensation of the Company’s named executive officers as disclosed and discussed in the Proxy Statement was approved on an advisory basis by the following vote:

Votes For	7,416,122
Votes Against	4,387,549
Abstentions	930,600
Broker Non-Votes	1,855,974

(4)	Advisory vote on the frequency of the advisory vote on the compensation of the Company’s named executive officers. The frequency of the advisory vote on the compensation of the Company’s named executive officers was approved for “One Year” by the following vote:

One Year	11,288,399
Two Years	128,011
Three Years	444,542
Abstentions	873,319
Broker Non-Votes	1,855,974

In accordance with the shareholders’ recommendation, the Company’s Board of Directors determined to implement an advisory vote on the compensation of the Company’s named executive officers each year until the next required advisory vote on the frequency of the advisory vote on the compensation of the Company’s named executive officers, which is scheduled to occur at the 2023 Annual Meeting of Shareholders.

(5)

Ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ended March 31, 2018. The appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ended March 31, 2018 was ratified by the following vote:

Votes For	14,524,797
Votes Against	14,046
Abstentions	51,402

About CAPITAL SOUTHWEST CORPORATION (NASDAQ:CSWC)
Capital Southwest Corporation is an investment company that specializes in providing customized financing to middle market companies in a range of industry segments located primarily in the United States. The Company is a specialty lending company. Its principal investment objective is to produce risk-adjusted returns by generating current income from debt investments and capital appreciation from its equity and equity related investments. It focuses on partnering with business owners, management teams and financial sponsors to provide financing solutions to fund growth, changes of control, or other corporate events. In allocating future investments, it focuses on investing in senior and subordinated debt securities secured by security interests in portfolio company assets, coupled with equity interests. It targets senior and subordinated investments in the lower middle market and private loan transactions, as well as first and second lien syndicated loans in middle market companies.