Capital Southwest Shareholders Elect Directors, Adjourn Vote on Share Increase

Key Points

• Capital Southwest shareholders elected six directors to serve until the 2027 annual meeting, and also approved the company’s executive compensation vote, the one-year frequency for future say-on-pay votes, and ratification of RSM US LLP as auditor.
• The company did not complete a final vote on its proposal to increase authorized common stock because support was insufficient at the meeting.
• Shareholders approved an adjournment to allow the company to solicit more proxies, and the meeting is set to resume on Sept. 1, 2026 at 9:00 a.m. Central Time via webcast.

Capital Southwest NASDAQ: CSWC shareholders approved the election of six directors and several governance-related proposals at the company’s annual meeting, while the company adjourned the meeting to seek additional proxies for a proposed amendment to increase its authorized shares of common stock.

Michael Sarner, Capital Southwest’s president and chief executive officer, chaired the virtual meeting. Chris Rehberger, the company’s chief financial officer, treasurer and secretary, presented proof that the meeting had been properly called and said the record date for shareholders entitled to vote was May 26, 2026.

Rehberger said Capital Southwest had 62,140,726 shares of common stock outstanding and entitled to vote as of the record date. Robert Johnson, the inspector of election, reported that holders of 44,997,407 shares, representing 72.41% of shares entitled to vote, were present virtually or represented by proxy, establishing a quorum.

Directors Elected to One-Year Terms

Shareholders elected six directors to serve until the 2027 annual meeting of shareholders, or until their successors are duly elected and qualified. Sarner said the board recommended votes in favor of each nominee, and Rehberger stated that no shareholder nominations for director had been properly received.

Johnson reported that a majority of shares voted in person or by proxy supported each director nominee. Sarner then declared the following nominees elected:

• David R. Brooks
• Christine S. Battist
• Jack D. Furst
• Ramona L. Rogers-Windsor
• William R. Thomas
• Michael S. Sarner

Executive Compensation Proposals Approved

Shareholders also approved, on an advisory basis, the compensation of the company’s named executive officers. Johnson reported 21,894,270 shares voted in favor, 3,404,019 voted against and 1,692,625 abstained. Sarner said the proposal received the required affirmative vote and declared it adopted.

In a separate advisory vote required under the Dodd-Frank Act, shareholders approved an annual frequency for future advisory votes on executive compensation. Johnson reported 23,991,593 shares voted for a one-year frequency, 809,499 voted for two years, 1,025,968 voted for three years and 1,163,854 abstained. Sarner said the one-year frequency received the required support and declared the proposal adopted.

Auditor Ratification Passes

Shareholders ratified the appointment of RSM US LLP as Capital Southwest’s independent registered public accounting firm for the fiscal year ending March 31, 2027. Sarner introduced Kate Seitz, a partner with RSM, as participating on the call along with the company’s directors to respond to questions.

Johnson reported that 43,353,581 shares voted in favor of ratifying RSM’s appointment, 587,357 voted against and 1,056,469 abstained. Sarner said the proposal had received the affirmative vote of holders of at least a majority of shares represented at the meeting and declared it adopted.

Meeting Adjourned for Additional Proxy Solicitation

The company did not proceed to a final vote on a proposed amendment to its articles of incorporation to increase the number of authorized shares of common stock. Sarner said during the meeting that there were “insufficient votes to approve” the amendment at that time.

Shareholders instead voted on a proposal to adjourn the annual meeting to solicit additional proxies for the charter amendment. Johnson reported 41,493,159 shares voted in favor of adjournment, 2,073,414 voted against and 1,430,834 abstained. Sarner declared the adjournment proposal adopted.

Pursuant to the shareholder vote, Sarner adjourned the annual meeting until Sept. 1, 2026, at 9:00 a.m. Central Time. The reconvened meeting is scheduled to be held virtually via live webcast at www.virtualshareholdermeeting.com/cswc2026 to solicit additional proxies related to the proposed charter amendment.

About Capital Southwest (NASDAQ:CSWC)

Capital Southwest NASDAQ: CSWC is a publicly traded investment firm structured as a business development company (BDC) that provides customized financing solutions to middle-market companies across the United States. The firm offers a spectrum of debt and equity capital, including senior secured loans, mezzanine debt, and both preferred and common equity investments. By partnering with corporate management teams, Capital Southwest seeks to support growth initiatives, recapitalizations, acquisitions, and ownership transitions.

Founded in 1961 and headquartered in Dallas, Texas, Capital Southwest has cultivated a track record of long-term partnerships with privately held businesses and select public companies.

This instant news alert was generated by narrative science technology and financial data from MarketBeat in order to provide readers with the fastest reporting and unbiased coverage. Please send any questions or comments about this story to contact@marketbeat.com.