UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. 1)
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Capital Southwest Corporation
(Name of Registrant as Specified In Its Charter)
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CAPITAL SOUTHWEST CORPORATION
12900 Preston Road, Suite 700
Dallas, TX 75230
AMENDMENT TO PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD on July 18, 2012
EXPLANATORY NOTE
The sole purpose of this amendment to the original definitive proxy statement (the “Proxy Statement”) of Capital Southwest Corporation (the “Company”), filed with the Securities and Exchange Commission on June 15, 2012, is to restate in its entirety the Summary Compensation Table for the three-year period ended March 31, 2012 set forth at the top of page 20 of the Proxy Statement by substituting the table below, which has only been revised to reflect compensation paid to Tracy L. Morris, William M. Ashbaugh, Ray D. Schwertner, and William R. Thomas, III for fiscal year 2012.
SUMMARY COMPENSATION TABLE
The following table includes information concerning compensation for the three-year period ended March 31, 2012.
Name | Fiscal Year | Salary | Bonus | Option Awards (1) | Restricted Stock Awards (1) | Change in Pension Value and Nonqualified Deferred Compensation Earnings (2) | All Other Compensation (3) | Total |
Gary L. Martin President and Chief Executive Officer | 2012 2011 2010 | $441,250 405,000 362,500 | $568,750 567,291 390,625 | $473,852 473,852 366,609 | $8,360 − − | $759,788 483,507 462,576 | $24,500 24,500 24,500 | $2,276,500 1,954,150 1,606,810 |
Tracy L. Morris Chief Financial Officer, Secretary, Treasurer, and Chief Compliance Officer | 2012 2011 2010 | $176,250 161,250 146,250 | $137,500 106,875 76,250 | $77,505 52,704 40,026 | $4,180 − − | $14,240 12,053 11,042 | $24,500 24,500 22,250 | $434,175 357,382 295,818 |
William M. Ashbaugh Senior Vice President | 2012 2011 2010 | $284,375 271,250 256,250 | $86,979 151,458 150,833 | $145,240 163,522 120,995 | $5,225 − − | $130,597 59,108 64,838 | $24,500 24,500 24,500 | $676,916 669,838 617,416 |
Ray D. Schwertner Vice President | 2012 2011 2010 | $187,500 176,250 55,000 | $137,917 107,500 40,000 | $32,564 32,564 2,714 | $4,180 − − | $216,149 108,333 114,360 | $24,500 24,500 9,500 | $602,810 449,147 221,574 |
William R. Thomas, III Vice President | 2012 2011 2010 | $195,000 143,750 140,781 | $148,333 130,625 81,667 | $111,045 86,244 73,566 | $4,180 − − | $24,291 7,287 7,401 | $24,500 24,500 22,245 | $507,349 392,406 325,660 |
(1) | The amounts represent the portion of the grant which was expensed in that year pursuant to ASC 718 – "Compensation-Stock Compensation" ("ASC 718"). The grant date value, determined in accordance with ASC 718, for the fiscal 2012 and 2011 grants are reflected in the Grants of Plan-Based Awards table below. See Note 6 of the consolidated financial statements in the Company’s Annual Report for the year ended March 31, 2012 regarding assumptions underlying valuation of equity awards. |
(2) | Amounts shown reflect the aggregate change during the year in actuarial present value of accumulated benefit under all pension plans (including restoration plan). See Note 8 of the consolidated financial statements in the Company’s Annual Report for the year ended March 31, 2012 regarding assumptions used in determining the amounts. |
(3) | Includes amounts contributed to the ESOP accounts of each executive officer. |
CAPITAL SOUTHWEST CORPORATION
By: /s/ Tracy L. Morris
Tracy L. Morris
Chief Financial Officer
June 25, 2012