Capital Southwest (NASDAQ: CSWC) adjourns meeting to seek charter vote

Rhea-AI Filing Summary

Capital Southwest Corporation held its 2026 Annual Meeting of Shareholders on July 22, 2026. Shareholders of record on May 26, 2026, representing a quorum of 44,997,407 of 62,140,726 common shares outstanding and entitled to vote, considered multiple governance and advisory proposals.

Shareholders elected six directors to serve until the 2027 annual meeting or until their successors are duly elected and qualified. On an advisory basis, they approved compensation for named executive officers with 22,115,896 votes for, and chose a one-year frequency for future advisory votes on executive compensation, with 24,213,219 votes supporting that option. They also ratified the appointment of RSM US LLP as independent registered public accounting firm for the fiscal year ending March 31, 2027, with 43,373,232 votes for. Shareholders approved adjourning the Annual Meeting to solicit additional proxies for a proposed Charter Amendment to increase the number of authorized shares of common stock, and the meeting will reconvene on September 1, 2026, with polls remaining open only for that proposal.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Common shares outstanding and entitled to vote: 62,140,726 shares Quorum shares represented: 44,997,407 shares Say-on-pay votes For: 22,115,896 votes +3 more

6 metrics

Common shares outstanding and entitled to vote 62,140,726 shares As of the Record Date May 26, 2026

Quorum shares represented 44,997,407 shares Shares present or represented by proxy at the 2026 Annual Meeting

Say-on-pay votes For 22,115,896 votes Advisory approval of named executive officer compensation (Proposal 2)

One-year frequency votes 24,213,219 votes Votes for One Year frequency on advisory vote on executive compensation (Proposal 3)

Auditor ratification votes For 43,373,232 votes Ratification of RSM US LLP as independent registered public accounting firm for FY ending March 31, 2027 (Proposal 5)

Adjournment votes For 41,539,427 votes Approval to adjourn Annual Meeting to solicit additional proxies on the Charter Amendment (Proposal 6)

Key Terms

broker non-votes, say-on-pay, Charter Amendment, Record Date, +1 more

5 terms

broker non-votes regulatory

"Director elections reported votes for, votes withheld and broker non-votes."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

say-on-pay regulatory

"Advisory vote to approve the compensation of the Company’s named executive officers (say-on-pay)."

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

Charter Amendment regulatory

"Amendment to the Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock (the Charter Amendment)."

A charter amendment is a formal change to a corporation’s founding document — its legal rulebook that sets basic structure, powers and shareholder rights. Investors care because amending the charter can alter voting rules, share classes, dividend policies or takeover protections, which can change how value and control are distributed; think of it as revising a building’s blueprint that affects who owns which rooms and who can remodel next.

Record Date regulatory

"Shareholders of record at the close of business on May 26, 2026, the Record Date, were entitled to vote."

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

independent registered public accounting firm regulatory

"Ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm."

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/22/2026 - 05:27 PM Accepted by SEC EDGAR 07/22/2026 - 05:26 PM Learn about SEC filing dates

FAQ

What matters did CSWC shareholders vote on at the 2026 Annual Meeting?

CSWC shareholders voted on electing six directors, advisory approval of executive compensation, the frequency of future say-on-pay votes, ratification of RSM US LLP as auditor for the year ending March 31, 2027, and adjournment to solicit proxies on a Charter Amendment.

How did CSWC shareholders vote on director elections in 2026?

Shareholders elected six directors—Christine S. Battist, David R. Brooks, Jack D. Furst, Ramona Rogers-Windsor, Michael S. Sarner, and William R. Thomas—to serve until the 2027 annual meeting or until successors are elected, based on majority support in the reported vote totals.

How did CSWC shareholders vote on executive compensation (say-on-pay) in 2026?

CSWC shareholders approved the advisory say-on-pay proposal with 22,115,896 votes for, 3,404,019 votes against, and 1,692,625 abstentions, with 17,784,867 broker non-votes. This supports the compensation arrangements for the company’s named executive officers as described in the proxy materials.

What frequency for future say-on-pay votes did CSWC shareholders prefer in 2026?

Shareholders expressed a preference for one-year frequency on future advisory votes on executive compensation, with 24,213,219 votes for one year, compared with 809,499 for two years, 1,025,968 for three years, and 1,163,854 abstentions, making annual say-on-pay the selected frequency.

Did CSWC shareholders ratify RSM US LLP as auditor for the fiscal year ending March 31, 2027?

Yes. CSWC shareholders ratified RSM US LLP as the independent registered public accounting firm with 43,373,232 votes for, 582,545 votes against, and 1,041,630 abstentions. This confirms shareholder support for the auditor for the fiscal year ending March 31, 2027.

Why was CSWC’s 2026 Annual Meeting adjourned and when will it reconvene?

Shareholders approved adjourning to solicit additional proxies on a Charter Amendment to increase the number of authorized common shares. The meeting will reconvene on September 1, 2026 at 9:00 a.m. Central Time, with polls open only on the Charter Amendment proposal.

What was the quorum and share base for CSWC’s 2026 Annual Meeting?

As of the May 26, 2026 Record Date, CSWC had 62,140,726 common shares outstanding and entitled to vote. A quorum of 44,997,407 shares was present or represented by proxy at the July 22, 2026 Annual Meeting, allowing the proposals to be considered.

0000017313FALSE00000173132026-07-222026-07-22

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 22, 2026

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

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 2026 Annual Meeting of Shareholders (the “Annual Meeting”) on July 22, 2026. Shareholders of record at the close of business on May 26, 2026 (the “Record Date”) were entitled to vote at the Annual Meeting. As of the Record Date, there were 62,140,726 shares of common stock outstanding and entitled to vote. A quorum consisting of 44,997,407 shares of common stock of the Company were present or represented by proxy at the Annual Meeting.

The following five proposals were voted on at the Annual Meeting: the election of six directors to serve until the 2027 Annual Meeting of Shareholders or until their respective successors are duly elected and qualified (Proposal 1); the approval of, on an advisory basis, the compensation of the Company’s named executive officers (Proposal 2); the approval of, on an advisory basis, the frequency of the advisory vote on executive compensation (Proposal 3); 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, 2027 (Proposal 5); and the approval of the adjournment of the Annual Meeting to solicit additional proxies to approve an amendment to the Company’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock (the “Charter Amendment”) (Proposal 6). The final voting results for each of the foregoing 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 2027 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						26,378,519						834,021						17,784,867
David R. Brooks						26,249,831						962,709						17,784,867
Jack D. Furst						26,236,394						976,146						17,784,867
Ramona Rogers-Windsor						26,373,817						838,723						17,784,867
Michael S. Sarner						26,536,263						676,277						17,784,867
William R. Thomas						26,248,960						963,580						17,784,867

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						22,115,896
Votes Against						3,404,019
Abstentions						1,692,625
Broker Non-Votes						17,784,867

Proposal 3. The Company’s shareholders approved, on an advisory basis, the frequency of [one year] for future advisory votes to approve the compensation of the Company’s named executive officers by the following vote:

One Year						24,213,219
Two Years						809,499
Three Years						1,025,968
Abstentions						1,163,854

Proposal 5. 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, 2027 was approved by the following vote:

Votes For						43,373,232
Votes Against						582,545
Abstentions						1,041,630

Proposal 6. The Company’s shareholders approved the adjournment of the Annual Meeting to solicit additional proxies to approve the Charter Amendment by the following vote:

Votes For						41,539,427
Votes Against						2,048,433
Abstentions						1,409,547

Accordingly, the Annual Meeting will be reconvened on September 1, 2026 at 9:00 a.m., Central Time (the “Reconvened Meeting”). The polls will remain open for voting on the proposal to approve the Charter Amendment. Shareholders may participate in the Reconvened Meeting, vote, and submit questions via live webcast by visiting www.virtualshareholdermeeting.com/CSWC2026 and entering their control number on their proxy card or voting instruction form. The record date has not changed, and only shareholders of record at the close of business day on May 26, 2026 will be entitled to vote on the proposal to approve the Charter Amendment at the Reconvened Meeting. Valid proxies submitted prior to the Annual Meeting will continue to be valid for the Reconvened Meeting, unless properly changed or revoked prior to votes being taken at the Reconvened Meeting.

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 22, 2026

			By:			/s/ Michael S. Sarner
						Name: Michael S. Sarner
						Title:   President and Chief Executive Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB