UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. 1)
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
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Preliminary Proxy Statement
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Capital Southwest Corporation
(Name of Registrant as Specified In Its Charter)
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
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CAPITAL SOUTHWEST CORPORATION
12900 Preston Road, Suite 700
Dallas, TX 75230
AMENDMENT TO PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD on July 18, 2012
EXPLANATORY NOTE
The sole purpose of this amendment to the original definitive proxy statement (the “Proxy Statement”) of Capital Southwest Corporation (the “Company”), filed with the Securities and Exchange Commission on June 15, 2012, is to restate in its entirety the Summary Compensation Table for the three-year period ended March 31, 2012 set forth at the top of page 20 of the Proxy Statement by substituting the table below, which has only been revised to reflect compensation paid to Tracy L. Morris, William M. Ashbaugh, Ray D. Schwertner, and William R. Thomas, III for fiscal year 2012.
SUMMARY COMPENSATION TABLE
The following table includes information concerning compensation for the three-year period ended March 31, 2012.
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Name
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Fiscal
Year
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Salary
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Bonus
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Option
Awards (1)
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Restricted
Stock
Awards (1)
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Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings (2)
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All Other
Compensation (3)
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Total
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Gary L. Martin
President and
Chief Executive
Officer
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2012
2011
2010
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$441,250
405,000
362,500
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$568,750
567,291
390,625
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$473,852
473,852
366,609
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$8,360
−
−
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$759,788
483,507
462,576
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$24,500
24,500
24,500
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$2,276,500
1,954,150
1,606,810
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Tracy L. Morris
Chief Financial
Officer, Secretary,
Treasurer, and
Chief Compliance
Officer
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2012
2011
2010
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$176,250
161,250
146,250
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$137,500
106,875
76,250
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$77,505
52,704
40,026
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$4,180
−
−
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$14,240
12,053
11,042
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$24,500
24,500
22,250
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$434,175
357,382
295,818
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William M. Ashbaugh
Senior Vice
President
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2012
2011
2010
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$284,375
271,250
256,250
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$86,979
151,458
150,833
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$145,240
163,522
120,995
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$5,225
−
−
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$130,597
59,108
64,838
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$24,500
24,500
24,500
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$676,916
669,838
617,416
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Ray D. Schwertner
Vice President
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2012
2011
2010
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$187,500
176,250
55,000
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$137,917
107,500
40,000
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$32,564
32,564
2,714
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$4,180
−
−
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$216,149
108,333
114,360
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$24,500
24,500
9,500
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$602,810
449,147
221,574
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William R. Thomas, III
Vice President
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2012
2011
2010
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$195,000
143,750
140,781
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$148,333
130,625
81,667
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$111,045
86,244
73,566
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$4,180
−
−
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$24,291
7,287
7,401
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$24,500
24,500
22,245
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$507,349
392,406
325,660
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(1)
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The amounts represent the portion of the grant which was expensed in that year pursuant to ASC 718 – "Compensation-Stock Compensation" ("ASC 718"). The grant date value, determined in accordance with ASC 718, for the fiscal 2012 and 2011 grants are reflected in the Grants of Plan-Based Awards table below. See Note 6 of the consolidated financial statements in the Company’s Annual Report for the year ended March 31, 2012 regarding assumptions underlying valuation of equity awards.
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(2)
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Amounts shown reflect the aggregate change during the year in actuarial present value of accumulated benefit under all pension plans (including restoration plan). See Note 8 of the consolidated financial statements in the Company’s Annual Report for the year ended March 31, 2012 regarding assumptions used in determining the amounts.
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(3)
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Includes amounts contributed to the ESOP accounts of each executive officer.
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CAPITAL SOUTHWEST CORPORATION
By: /s/ Tracy L. Morris
Tracy L. Morris
Chief Financial Officer
June 25, 2012
