Capital Southwest (CSWC) Proxy filing summary

Executive summary

• The annual meeting is scheduled for July 22, 2026, in a virtual format, with shareholders able to vote and submit questions online.

• Shareholders will vote on six proposals, including director elections, executive compensation, charter amendment, auditor ratification, and potential adjournment.

• The board recommends voting for all proposals and for an annual advisory vote on executive compensation.

• Proxy materials are available online, and shareholders can vote by mail, phone, internet, or during the meeting.

Voting matters and shareholder proposals

• Six directors are nominated for election to serve until the 2027 annual meeting.

• Advisory votes will be held on executive compensation and the frequency of such votes, with the board recommending an annual vote.

• Proposal to amend the charter to increase authorized shares from 75 million to 135 million.

• Ratification of RSM US LLP as independent auditor for fiscal year ending March 31, 2027.

• Approval to adjourn the meeting if more time is needed to solicit votes for the charter amendment.

• Shareholder proposals for the 2027 meeting must be submitted by January 27, 2027.

Board of directors and corporate governance

• The board consists of six directors, five of whom are independent under Nasdaq and 1940 Act rules.

• Directors bring diverse experience in finance, investment, and corporate governance.

• Board committees include Audit, Compensation, and Nominating/Corporate Governance, all with independent members.

• Annual board and committee self-evaluations are conducted.

• Policies include director retirement at age 80 and stock ownership requirements for directors and executives.