---
schema_version: "secwatch.filing_event.v1"
accession: "0000017313-23-000074"
form_type: "8-K"
ticker: "CSWC"
cik: "0000017313"
company_name: "CAPITAL SOUTHWEST CORP"
filed_at: "2023-07-26T23:59:59+00:00"
generated_at: "2026-06-13T02:24:13.335168+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.45
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Capital Southwest shareholders fail to approve increase in authorized common stock at 2023 annual meeting

## Summary
- Proposal to increase authorized shares failed: 24.3M for, 2.1M against; needed 2/3 of outstanding.
- All six director nominees elected: Battist, Brooks, Diehl, Furst, Rogers-Windsor, Thomas.
- Advisory 'say-on-pay' approved with 13.0M for, 1.2M against, 11.9M broker non-votes.
- Ratification of RSM US LLP as auditor passed with 26.4M for, 222K against, 147K abstentions.

## SEC filing metadata
- accession: 0000017313-23-000074
- form_type: 8-K
- ticker: CSWC
- cik: 0000017313
- company_name: CAPITAL SOUTHWEST CORP
- filed_at: 2023-07-26T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.45
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/17313/000001731323000074/0000017313-23-000074-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/17313/000001731323000074/cswc-20230726.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000017313-23-000074
- JSON: https://secwatch.observer/filing/0000017313-23-000074.json
- Plain text: https://secwatch.observer/filing/0000017313-23-000074.txt

## Key facts
- Shareholder Votes
  CAPITAL SOUTHWEST CORP shareholders rejected Approval of amendment to Articles of Incorporation to increase number of authorized shares of common stock at the 2023-07-26 meeting.
  - Proposal: charter amendment
  - Outcome: failed
  - Meeting: 2023-07-26
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/17313/000001731323000074/0000017313-23-000074-index.htm
- Shareholder Votes
  CAPITAL SOUTHWEST CORP shareholders approved Ratification of appointment of RSM US LLP as independent registered public accounting firm for fiscal year ending March 31, 2024 at the 2023-07-26 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-07-26
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/17313/000001731323000074/0000017313-23-000074-index.htm
- Shareholder Votes
  CAPITAL SOUTHWEST CORP shareholders approved Advisory approval of named executive officer compensation at the 2023-07-26 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-07-26
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/17313/000001731323000074/0000017313-23-000074-index.htm
- Shareholder Votes
  CAPITAL SOUTHWEST CORP shareholders approved Election of six directors to serve until the 2024 Annual Meeting of Shareholders or until their respective successors are duly elected and qualified at the 2023-07-26 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-07-26
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/17313/000001731323000074/0000017313-23-000074-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.