Form 8-K - Current report

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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):  October 11, 2023

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: [phone]

 

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. ☐

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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

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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

Cover	Oct. 11, 2023
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Oct. 11, 2023
Entity Registrant Name	CAPITAL SOUTHWEST CORPORATION
Entity Incorporation, State or Country Code	TX
Entity File Number	814-00061
Entity Tax Identification Number	75-1072796
Entity Address, Address Line One	8333 Douglas Avenue
Entity Address, Address Line Two	Suite 1100
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75225
City Area Code	214
Local Phone Number	238-5700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000017313
Amendment Flag	false
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.25 par value per share
Trading Symbol	CSWC
Security Exchange Name	NASDAQ
Medium-term Notes
Document Information [Line Items]
Title of 12(b) Security	7.75% Notes due 2028
Trading Symbol	CSWCZ
Security Exchange Name	NASDAQ

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