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CSWC > SEC Filings for CSWC > Form 8-K on 16-Jul-2013All Recent SEC Filings

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Form 8-K for CAPITAL SOUTHWEST CORP


16-Jul-2013

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders.

Our Annual Meeting of Shareholders was held on July 15, 2013. As of May 31, 2013, the record date, 3,809,316 shares of common stock were eligible to be voted, and 3,297,628 of those shares were voted in person or by proxy at the Annual Meeting. Shareholders were asked to consider and act upon:

(1) To elect six (6) directors to serve until the next annual meeting of shareholders or until their respective successors shall be elected and qualified;

(2) To ratify the appointment by our Audit Committee of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2014;

(3) Conduct an advisory (non-binding) vote on executive compensation; and

(4) To vote upon a proposal to amend Article Four of the Company's Articles of Incorporation, as amended and restated, to increase the authorized Common Stock of the Company from 5,000,000 shares, par value of $1.00 per share, to 25,000,000 shares par value $0.25 per share, to effect a 4:1 split of the issued Common Stock of the Company in the form of a dividend to shareholders of three additional shares of common stock for each share held as of July 31, 2013.

The director nominees, Messrs. Joseph B. Armes, Samuel B. Ligon, Gary L. Martin, T. Duane Morgan, Richard F. Strup and John H. Wilson were elected to the Company's board of directors. The votes for, votes withheld, and broker non-votes for each director nominee are set out below:

Director Nominee Votes For Votes Withheld Broker Non-Votes

            Joseph B. Armes  2,600,681    190,298         506,649
            Samuel B. Ligon  2,594,620    196,359         506,649
            Gary L. Martin   2,601,982    188,997         506,649
            T. Duane Morgan  2,590,112    200,867         506,649

Richard F. Strup 2,126,317 664,662 506,649 John H. Wilson 2,590,985 199,994 506,649

The recommendation to ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2014 was approved. The votes for, votes against, abstentions and broker non-votes for this proposal are set out below:

                           Votes For        3,083,663
                           Votes Against      208,623
                           Abstentions          5,342
                           Broker Non-Votes         -

The recommendation to conduct an advisory (non-binding) vote on executive compensation was approved. The votes for, votes against, abstentions and broker non-votes for this proposal are set forth below:

                           Votes For        2,316,330
                           Votes Against      225,467
                           Abstentions        249,182
                           Broker Non-Votes   506,649


The recommendation to amend Article Four of the Company's Articles of Incorporation, as amended and restated, to increase the authorized Common Stock of the Company from 5,000,000 shares, par value of $1.00 per share, to 25,000,000 shares par value $0.25 per share, to effect a 4:1 split of the issued Common Stock of the Company in the form of a dividend to shareholders of three additional shares of common stock for each share held as of July 31, 2013 was approved. The votes for, votes against, abstentions and broker non-votes for this proposal are set forth below:

                           Votes For        2,639,398
                           Votes Against      650,718
                           Abstentions          7,512
                           Broker Non-Votes         -

At our annual meeting of shareholders on July 18, 2011, the shareholders, by majority vote, recommended, on an advisory basis, having an annual advisory vote on executive compensation. Based upon those results, the Company's board of directors currently intends to hold an advisory vote on executive compensation on an annual basis.


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