Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Shareholders held by Capital Southwest Corporation on August 2, 2018. The record date for the meeting was June 5, 2018. As of that date, 16,161,786 shares of common stock were outstanding and entitled to vote, with 14,522,228 shares present in person or by proxy.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and shareholder voting outcomes.
Material Changes and Voting Results
Shareholders voted on four proposals at the Annual Meeting. The results were as follows:
- Election of Directors: All seven nominees were elected to serve until the 2019 annual meeting.
- Christine S. Battist: 11,179,781 votes for; 168,567 votes withheld.
- Bowen S. Diehl: 11,154,204 votes for; 194,144 votes withheld.
- David R. Brooks, Jack D. Furst, T. Duane Morgan, William R. Thomas III, and John H. Wilson: Each received approximately 9.3 million votes for, with approximately 2 million votes withheld.
- Amended and Restated 2010 Restricted Stock Award Plan: Approved with 10,711,335 votes for, 414,378 against, and 222,635 abstentions.
- Advisory Vote on Executive Compensation: Approved with 9,161,542 votes for, 1,966,765 against, and 220,041 abstentions.
- Ratification of Independent Auditor: RSM US LLP was ratified for the fiscal year ended March 31, 2019, with 14,486,875 votes for, 22,320 against, and 13,033 abstentions.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items. The document serves solely to disclose the results of the shareholder vote.
Important Facts for Investors to Verify
- Verify the specific terms of the Amended and Restated 2010 Restricted Stock Award Plan in the Definitive Proxy Statement filed on June 8, 2018.
- Review the Proxy Statement for detailed discussion regarding the advisory vote on executive compensation.
- Confirm the tenure of the newly elected directors, which extends until the 2019 annual meeting.
- Note that RSM US LLP has been ratified as the independent auditor for the fiscal year ending March 31, 2019.