Capital Southwest Corp FY 2026 Earnings Call

Welcome to the annual meeting of shareholders for Capital Southwest Corporation. Our host for today's call is Michael Sarner, President and CEO. Mr. Sarner, you may begin.

Thank you. On behalf of the board of directors, officers, and employees of Capital Southwest, welcome to the annual meeting of shareholders. I am Michael Sarner, President and CEO of Capital Southwest. I will act as chairman of the meeting, which I will now call to order. We will conduct the meeting in accordance with the agenda and ask that you abide by the rules of conduct of the annual meeting that we have made available to you online. If any shareholder has any comments that do not pertain to a particular proposal for the attendees, we request that you hold your comments until that portion of the meeting. Chris Rehberger, secretary of the company, will now present proof that this meeting is duly called.

Mr. Sarner, I present the notice of annual meeting of shareholders relating to the calling and convening of this annual meeting of shareholders. Unless otherwise requested, I suggest that we dispense with the reading of the notice.

Is there such a request?

Mr. Sarner, I move that the reading of the notice of annual meeting of shareholders be dispensed with.

You have heard the motion. Is there any discussion? If not, all in favor will signify by saying aye.

Aye. All opposed, no. The motion is carried.

Second, I present a complete list certified by Equiniti Trust Company, our transfer agent of the holders of the company's common stock as of the close of business on May 26th, 2026, the record date fixed by the board of directors for shareholders entitled to notice of, and to vote at this meeting. The list has been open for at least the last 10 days for inspection by shareholders. This list will be kept open for inspection by shareholders throughout the course of this meeting. It shows that the close of business on May 26th, 2026, there were 62,140,726 shares of common stock of the company outstanding and entitled to vote at this meeting.

Finally, I present an affidavit signed by Joanne Vogel of Broadridge Financial Solutions, stating that she caused to be mailed the notice of annual meeting of shareholders and notice of Internet availability of proxy materials to each shareholder of record.

Mr. Rehberger, please incorporate a copy of this notice of annual meeting of shareholders, together with a form of proxy card and the affidavit of mailing in the minutes book of the company as part of the minutes of this meeting. The board has appointed Robert Johnson to be Inspector of Election at this annual meeting. Has the oath of Inspector of Election been signed and filed with the secretary?

The oath has been signed and filed, Mr. Sarner.

Shareholders may vote online during the meeting. You may vote your shares by clicking on the Vote Here button in the middle of your screen. If you previously voted by proxy, you do not need to vote today unless you would like to change your vote. To submit a question, you can enter a question in the box on the bottom left-hand corner of your screen. Will the Inspector of Election please report on the total number of shares of the company present, online, or represented by proxy to vote at this meeting?

Mr. Sarner, the holders of record of 44,997,407 shares of common stock of the company, representing 72.41% of the shares entitled to vote, present virtually or represented by proxy at this meeting. Holders of record of a majority of the shares of common stock entitled to vote at the meeting are present in person or represented by proxy. Accordingly, the quorum is present.

Thank you. This meeting is therefore declared lawfully and properly convened, we can proceed with the transaction of the business for which this meeting has been called. The certified report of the Inspector of Election will be attached as an exhibit to the minutes of this meeting. At this time, I would like to introduce the nominees to serve on our board of directors who are present this morning. Christine S. Battist, Jack D. Furst, Ramona L. Rogers-Windsor, William R. Thomas, and myself. The first item of business is the reading of the minutes of the annual meeting of shareholders held on July 24th, 2025. The chair will entertain a motion that the reading of the minutes of that meeting will be dispensed with, that they be approved as written.

Mr. Sarner, I move that the reading of the 2025 annual meeting of shareholders be dispensed with that they be approved as written.

I second the motion. You have heard the motion.

Is there any discussion? If not, all in favor will signify by saying aye.

Aye. Aye. Opposed? The motion is carried.

This meeting is being held to consider and act upon the following five proposals. One, elect six directors to serve until 2027 annual meeting of shareholders, or until their respective successors are duly elected and qualified. Number 2, approve on an advisory basis the compensation of our named executive officers. Number 3, approve on an advisory basis the frequency of the advisory vote on executive compensation. Number 4, ratify the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending March 31st, 2027.

Last, proposal 5, approve the adjournment of the annual meeting to solicit additional proxies to approve an amendment to our articles of incorporation to increase the number of authorized shares of common stock. The meeting will now consider these proposals, beginning with the election of six directors, each to serve a one-year term expiring at the 2027 annual meeting of shareholders, or until their respective successors are duly elected and qualified. The directors will be elected by a majority of the votes cast, whether in person or represented by proxy. Based upon the recommendation of the board's nominating corporate governance committee, the board has recommended that shareholders vote in favor of each director nominee of the company, David R. Brooks, Christine S. Battist, Jack D. Furst, Ramona L. Rogers-Windsor, William R. Thomas, Michael S. Sarner. Mr. Rehberger, has the company properly received any nominations for director from any shareholder in accordance with the company's bylaws or the federal securities law?

No shareholder nominations for director have been properly received by the company.

Thank you. As there are no shareholder nominations for director, a motion is in order that nominations be closed.

Mr. Sarner, I move that nominations be closed.

I second that motion. You've heard the motion.

Is there any discussion? If not, all in favor will signify by saying aye.

Aye. Aye. Opposed, no. The motion is carried, and the nominations are closed.

Will someone please move for approval of the nominations for director?

Moved. I second the motion.

You've heard the motion. Is there any discussion? There being no discussion, we will now proceed to the next proposal. We will now consider and vote upon the proposal for shareholders to provide advisory approval on the compensation of our named executive officers. Congress has enacted the Dodd-Frank Act, which requires, among other things, a non-binding advisory say on pay vote, giving our shareholders the opportunity to express their views on our executive compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our executive officers, as described in the compensation discussion and analysis section of the proxy statement. The board recommends approval of this proposal. Do I hear a motion to approve on an advisory basis the compensation of the named executive officers of the company identified in the summary compensation table of the proxy statement?

Mr. Sarner, I move for approval on an advisory basis the compensation of the company's named executive officers, a copy of which I now provide to the secretary as Exhibit A.

Mr. Sarner, I second the motion.

You have heard the motion. Is there any discussion? There being no discussion, we will now proceed to the next item of business. We will now consider and vote upon the proposal for shareholders to provide advisory approval on the frequency of the advisory vote on executive compensation. The Dodd-Frank Act requires, among other things, that at least once every six years, we must hold a non-binding advisory vote on the frequency of the advisory vote on executive compensation. This vote affords shareholders the opportunity to cast a non-binding vote on how often the say on pay vote should occur: every year, every two years, or every three years. The board recommends that the shareholders vote for a frequency of one year for future advisory say on pay votes on executive compensation.

Do I hear a motion to approve on an advisory basis the approval of a frequency period of one year for future advisory votes on executive compensation?

Mr. Sarner, I move for approval on an advisory basis of the approval of a frequency period of one year for future advisory votes on executive compensation, a copy of which I now provide to the secretary as Exhibit D.

Mr. Sarner, I second the motion.

You have heard the motion. Is there any discussion? There being no discussion, we will now proceed to the next item of business. We will now consider and vote to ratify the appointment of RSM US LLP as the independent registered public accounting firm of the company for the fiscal year ending March 31, 2027. The proposal and resolution must receive the affirmative vote of the holders of the majority of the shares of common stock entitled to vote and represented at this meeting in order to be ratified. The board recommends approval of this proposal. Do I hear a motion to ratify the appointment of RSM US LLP as the independent registered public accounting firm of the company?

Mr. Sarner, I move for ratification of the appointment of RSM US LLP as the independent registered public accounting firm of the company, a copy of which I now provide to the secretary as Exhibit C.

Mr. Sarner, I second the motion.

You have heard the motion. I would like to introduce Kate Seitz, partner with RSM, who is participating on this call along with our directors to respond to questions you may have. Is there any discussion? If not, those wishing to vote by ballot on this proposal may now do so. The inspector will collect all ballots. At this time, there are insufficient votes to approve an amendment to our articles of incorporation.

Oh, that's a great one.

to increase the number of authorized shares of common stock. Accordingly, we will now consider and vote upon the proposal to approve the adjournment of the annual meeting to solicit additional proxies to approve the charter amendment. I move for the adjournment of the annual meeting until September 1st, 2026 at 9:00 A.M. Central Time, to be held via live webcast at www.virtualshareholdermeeting.com/cswc2026 to solicit additional proxies to approve the charter amendment.

I second the motion. You have heard the motion.

Is there any discussion? There being no discussion, we will now proceed to the next item of business. It appears that all proxies have been filed and all voting has been completed with respect to proposals one, two, three, five, and six on the company's proxy card. It is now 9:13 A.M. today. I declare the polls closed with respect to proposals one, two, three, five, and six on the company's proxy card. The polls will remain open with respect to the proposal to approve the charter amendment until the annual meeting is reconvened. Will the Inspector of Elections please report the results of the election for the director nominees of the company's board of directors?

Mr. Sarner, the Inspector of Election, reports that the ballots with respect to the election of directors have been counted, that the holders of a majority of the shares voted in person or by proxy at this meeting have voted for in favor of each of the director nominees.

Thank you. It appears from the report of the Inspector of Election that each of Messieurs Brooks, Furst, Thomas, and Sarner, and Mrs. Battist, Rogers Windsor, have received affirmative vote of the holders of at least a majority of the shares voted in person or by proxy at this meeting. I therefore declare that those persons have been duly elected directors of the company to serve a one-year term until the 2027 annual meeting of shareholders, or until their respective successors are duly elected and qualified. Will the inspector please report the results of the voting on the resolution to approve, on an advisory basis, the compensation of the company's named executive officers?

Mr. Sarner, the inspector reports that the ballots have been counted, that of the 62,140,726 shares of common stock in total entitled to vote and represented in person or by proxy at this meeting, 21,894,270 shares were voted for, 3,404,019 shares were voted against, and 1,692,625 shares abstained from voting on the resolution to approve, on an advisory basis, the compensation of the company's named executive officers.

Thank you. It appears from the report of the Inspector of Election that the proposal to approve, on an advisory basis, the compensation of the company's named executive officers has received the affirmative vote of the holders of at least a majority of the shares represented in person or by proxy at this meeting. Therefore, I declare that the proposal has been duly adopted. Will the inspector please report the results of the voting on the resolution to approve, on an advisory basis, the frequency of the advisory vote on compensation of the company's named executive officers?

Mr. Sarner, the inspector reports that the ballots have been counted, that of the 62,140,726 shares of common stock entitled to vote and represented in person or by proxy at this meeting, 23,991,593 shares were voted one year, 809,499 shares were voted two years, 1,025,968 were voted three years, and 1,163,854 shares abstained from voting on the resolution to approve, on an advisory basis, the frequency of the advisory vote on compensation of the company's named executive officers.

Thank you. It appears from the report of the Inspector of Election that the proposal to approve, on an advisory basis, the frequency of the advisory vote on compensation of the company's named executive officers at one year has received the affirmative vote of the holders of at least a majority of the shares represented in person or by proxy at this meeting. Therefore, I declare that the proposal has been duly adopted. Will the inspector please report the results of the voting on the resolution ratifying the appointment of RSM US LLP as the independent registered public accounting firm?

Mr. Sarner, the inspector reports that the ballots have been counted, that of the 62,140,726 shares of common stock entitled to vote and represented in person or by proxy at this meeting, 43,353,581 shares were voted for, 587,357 shares were voted against, and 1,056,469 shares abstained from voting on the resolution ratifying the appointment of RSM US LLP as the independent registered public accounting firm.

Thank you. It appears from the report of the Inspector of Election that the proposal to ratify the appointment of RSM US LLP as the independent registered public accounting firm has received the affirmative vote of the holders of at least a majority of the shares represented in person or by proxy at this meeting. Therefore, I declare that the proposal has been duly adopted. Will the inspector please report the result of the voting on the resolution to approve the adjournment of the annual meeting to solicit additional proxies to approve the charter amendment?

Mr. Sarner, the inspector reports that the ballots have been counted, that of the 62,140,726 shares of common stock entitled to vote and represented in person or by proxy at this meeting, 41,493,159 shares were voted for, 2,073,414 shares were voted against, and 1,430,834 shares abstained from voting on the resolution to approve the adjournment of the annual meeting to solicit additional proxies to approve the charter amendment.

Thank you. It appears from the report of the Inspector of Election that the proposal to approve the adjournment of the annual meeting has received the affirmative vote of the holders of at least a majority of the shares represented in person or by proxy at this meeting. Therefore, I declare that the proposal has been duly adopted. Pursuant to the shareholder vote, I hereby adjourn this annual meeting until September 1, 2026 at 9:00 A.M. Central Time, to be held virtually via live webcast at www.virtualshareholdermeeting.com/cswc2026 to solicit additional proxies to approve the charter amendment.

This now concludes the meeting. Thank you for joining, and have a pleasant day.