Capital Southwest (CSWC) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on July 24, 2025, with shareholders voting on four key proposals, including director elections, executive compensation, an amendment to the 2021 Employee Restricted Stock Award Plan, and auditor ratification.

• Shareholders of record as of May 28, 2025, are eligible to vote, with multiple voting methods available, including online, phone, mail, or during the live webcast.

• The board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

Voting matters and shareholder proposals

• Proposals include electing six directors, advisory approval of executive compensation, amending the 2021 Employee Restricted Stock Award Plan, and ratifying RSM US LLP as the independent auditor.

• Shareholders have no dissenters' or appraisal rights for these proposals.

• The board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 annual meeting must be submitted by January 30, 2026.

Board of directors and corporate governance

• Six directors are nominated, with a majority being independent under Nasdaq and 1940 Act rules.

• The board has adopted a majority voting standard for director elections and a director retirement policy at age 80.

• Board leadership is currently separated between the Chairman and CEO roles.

• The board and committees conduct annual self-evaluations and maintain codes of ethics and conduct.

• Two directors are female, one is a racial/ethnic minority, and one is a military veteran.