Shareholder Vote

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 26, 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: ( 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 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. ☐ Item 5.07 Submission of Matters to a Vote of Security Holders. Capital Southwest Corporation (the "Company") held the 2023 Annual Meeting of Shareholders (the "Annual Meeting") on July 26, 2023. Shareholders of record at the close of business on May 31, 2023 (the “Record Date”) were entitled to vote at the Annual Meeting. As of the Record Date, there were 38,115,283 shares of common stock outstanding and entitled to vote. A quorum consisting of 26,767,398 shares of common stock of the Company were present or represented by proxy at the Annual Meeting. The following four proposals were voted on at the Annual Meeting: (1) the election of six directors to serve until the 2024 Annual Meeting of Shareholders or until their respective successors are duly elected and qualified; (2) the approval of an amendment to the Company's Articles of Incorporation (the "Charter") to increase the number of authorized shares of common stock; (3) the approval of, on an advisory basis, the compensation of the Company’s named executive officers; and (4) 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, 2024. The final voting results for each of the proposals submitted to a vote of stockholders at the Annual Meeting are set forth below. Proposal 1. The following six (6) directors were elected to serve until the 2024 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 14,354,338 520,515 11,892,545 David R. Brooks 14,137,812 737,041 11,892,545 Bowen S. Diehl 14,476,172 398,681 11,892,545 Jack D. Furst 14,429,609 445,244 11,892,545 Ramona Rogers-Windsor 14,320,311 554,542 11,892,545 William R. Thomas 14,433,111 441,742 11,892,545 Proposal 2. The proposal to amend the Charter to increase the number of authorized shares of common stock required the approval by two-thirds of the Company's outstanding shares. Although a majority of the Company's outstanding shares voted in favor of the proposal, the proposal was not approved: Votes For 24,281,180 Votes Against 2,060,129 Abstentions 426,089 Proposal 3. 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 13,018,933 Votes Against 1,205,875 Abstentions 650,045 Broker Non-Votes 11,892,545 Proposal 4. 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, 2024 was approved by the following vote: Votes For 26,398,299 Votes Against 222,353 Abstentions 146,746 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 26, 2023 By: /s/ Michael S. Sarner Name: Michael S. Sarner Title:   Chief Financial Officer