8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 21, 2014

Capital Southwest Corporation

(Exact name of registrant as specified in its charter)

Texas	811-1056	75-1072796
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

12900 Preston Road, Suite 700, Dallas, Texas	75230
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code 972-233-8242

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.  

On July 24, 2014, Capital Southwest Corporation (the “Company”) issued a press release reporting the net asset value of the Company at June 30, 2014.  A copy of the press release is attached hereto as Exhibit 99.1.  Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and herein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Our Annual Meeting of Shareholders was held on July 21, 2014.  As of May 30, 2014, the record date, 15,413,532 shares of common stock were eligible to be voted, and 12,803,034 of those shares were voted in person or by proxy at the Annual Meeting.  Shareholders were asked to consider and act upon the following resolutions:

(1) To elect seven (7) directors to serve until the next annual meeting of shareholders or until their respective successors shall be elected and qualified;

(2) To ratify the appointment by our Audit Committee of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2015; and

(3) To approve, by an advisory (non-binding) vote, our executive compensation.

The director nominees, Messrs. Joseph B. Armes, David R. Brooks, Jack D. Furst, Samuel B. Ligon, T. Duane Morgan, William R. Thomas III and John H. Wilson were elected to the Company’s board of directors. The votes for, votes withheld, and broker non-votes for each director nominee are set out below:

Director Nominee	Votes For		Votes Withheld		Broker Non-Votes
Joseph B. Armes		9,737,586		81,103		2,984,345
David R. Brooks		9,714,964		92,497		2,995,573
Jack D. Furst		9,767,253		51,436		2,984,345
Samuel B. Ligon		9,706,628		100,833		2,995,573
T. Duane Morgan		8,435,148		1,372,313		2,995,573
William R. Thomas III		9,747,714		59,747		2,995,573
John H. Wilson		9,694,718		112,743		2,995,573

The recommendation to ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2015 was approved.  The votes for, votes against, abstentions and broker non-votes for this proposal are set out below:

Votes For	12,532,953
Votes Against	257,509
Abstentions	12,571
Broker Non-Votes	-

The recommendation to approve our executive compensation was approved in an advisory (non-binding) vote.  The votes for, votes against, abstentions and broker non-votes for this proposal are set forth below:

Votes For	9,324,758
Votes Against	129,779
Abstentions	352,921
Broker Non-Votes	2,995,575

Item 9.01   Financial Statements and Exhibits.  

(a) None.

(b) None.

(c) None.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release dated July 24, 2014

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 24, 2014
	By:	/s/ Joseph B. Armes
		Name:	Joseph B. Armes
		Title:	Chairman of the Board
			Chief Executive Officer and President

EX-99.1

Exhibit 99.1

12900 Preston Road, Suite 700 Dallas, Texas 75230 T 972.233.8242 F 972.233.7362

CAPITAL SOUTHWEST CORPORATION ANNOUNCES 6/30/14 NET ASSET VALUE

DALLAS – July 24, 2014 – Capital Southwest Corporation (NASDAQ: CSWC), a publicly traded business development company that makes private equity investments, today reported total net assets at June 30, 2014 of $788,683,940, equivalent to $51.17 per share.  Comparative data is summarized below:

	June 30, 2014		March 31, 2014		June 30, 2013
Net assets	$	788,683,940	$	770,388,014	$	668,130,592
Shares outstanding		15,413,532		15,413,532		15,253,864
Net assets per share	$	51.17	$	49.98	$	43.80

During the first fiscal quarter ended June 30, 2014, net assets increased by $18,295,926.  This increase is primarily attributable to an increase in unrealized appreciation of our investments net of certain losses. Assuming reinvestment of all dividends and tax credits on retained long-term capital gains, the June 30, 2014 net asset value was 2.7% greater than the March 31, 2014 net asset value of $49.98 per share and 18.3% above the June 30, 2013 net asset value of $43.80 per share.

Shares outstanding and the market price of our stock were adjusted on August 16, 2013 (ex-dividend date) to reflect the 4:1 stock split approved by our shareholders on July 15, 2013. All numbers in this press release are presented on a post-split basis.

About Capital Southwest Corporation

Capital Southwest Corporation is a publicly traded business development company that makes private equity investments. Since Capital Southwest was formed in 1961, we have always sought to invest in companies with strong management teams and sound financial performance. As a public company, we are fortunate to have the flexibility to hold investments indefinitely. It is our dedication to this patient investment strategy that enables our portfolio companies to achieve their full potential. Visit our website www.capitalsouthwest.com to learn about our investment criteria and how our capital can enhance your company’s growth.

This press release may contain historical information and forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995 with respect to the business, financial condition and results of operations of the Company. The words "believe," "expect," "intend," "plan," "should" and similar expressions are intended to identify forward-looking statements. Such statements reflect the current views, assumptions and expectations of the Company with respect to future events and are subject to risks and uncertainties. Many factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others, changes in the markets in which the Company operates and in general economic and business conditions, competitive pressures, changes in business strategy and various other factors, both referenced and not referenced in this press release. Certain factors that may affect the Company and its results of operations, are included in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2014 and the Company’s subsequent periodic filings with the Securities and Exchange Commission. The Company does not assume any obligation to update these forward-looking statements.  This release may also contain non-GAAP financial measures.  These measures are included to facilitate meaningful comparisons of our results to those in prior periods and future periods and to allow a better evaluation of our operating performance, in management’s opinion.  Our reference to any non-GAAP measures should not be considered as a substitute for results that are presented in a manner consistent with GAAP.  These non-GAAP measures are provided only to enhance investors overall understanding of our financial performance.

Contact: Joseph B. Armes

214-884-3820