cswc8k071912.htm


 
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 19, 2012
 
Capital Southwest Corporation  

(Exact name of registrant as specified in its charter)
 
 
Texas
811-1056
75-1072796
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
 
12900 Preston Road, Suite 700, Dallas, Texas
75230
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code 972-233-8242
 
 
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:
 
[ ] 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))
 
 
 
 

 

 
Item 5.07 Submission of Matters to a Vote of Security Holders.
 
Our Annual Meeting of Shareholders was held on July 18, 2012. As of May 31, 2012, the record date, 3,789,428 shares of common stock were eligible to be voted, and 3,489,265 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 five (5) directors to serve until our next annual meeting of shareholders or until their respective successors shall be elected and qualified;
 
(2)  
To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for our fiscal year ending March 31, 2013;
 
(3)  
Conduct an advisory (non-binding) vote on executive compensation;
 
The director nominees, Messrs. 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
 
Samuel B. Ligon
 
2,604,610
 
433,097
 
451,557
 
Gary L. Martin
 
2,854,261
 
183,447
 
451,557
 
T. Duane Morgan
 
2,871,378
 
166,329
 
451,557
 
Richard F. Strup
 
2,871,984
 
165,724
 
451,557
 
John H. Wilson
 
2,861,673
 
176,035
 
451,557

 
The recommendation to ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2013 was approved. The votes for, votes against, abstentions and broker non-votes for this proposal are set out below:
 
 
Votes For
3,318,872
 
Votes Against
6,115
 
Abstentions
164,278
 
Broker Non-Votes
-0-

 
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
2,767,278
 
Votes Against
229,869
 
Abstentions
40,561
 
Broker Non-Votes
451,557

 
 
 
 

 

 
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 19, 2012
 
 
By:     /s/ Gary L. Martin                         
 
Name: Gary L. Martin
 
Title: Chairman and President