Notice2022-08662
Capital Southwest Corporation
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
April 22, 2022
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 87 Issue 78 (Friday, April 22, 2022)</title>
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[Federal Register Volume 87, Number 78 (Friday, April 22, 2022)]
[Notices]
[Pages 24210-24214]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2022-08662]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 34560; 812-15213]
Capital Southwest Corporation
April 19, 2022.
AGENCY: Securities and Exchange Commission (``Commission'').
ACTION: Notice.
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Notice of an application for an order under section 6(c) of the
Investment Company Act of 1940 (the ``Act'') for an exemption from
sections 23(a), 23(b) and 63 of the Act, and pursuant sections 57(a)(4)
and 57(i) of the Act and rule 17d-1 under the Act permitting certain
joint transactions otherwise prohibited by section 57(a)(4) of the Act,
and pursuant section 23(c)(3) of the Act for an exemption from section
23(c) of the Act.
Summary of the Application: Capital Southwest Corporation (``Company''
or ``Applicant''), requests an order (``Order'') to (a) permit it to
issue restricted shares of its common stock (``Restricted Stock'')
under the terms of its 2021 Employee Restricted Stock Award Plan (the
``2021 Employee Plan'') and its 2021 Non-Employee Director Restricted
Stock Award Plan (the ``2021 Non-Employee Director Plan'') as part of
the compensation package for Employee Participants (as defined below)
and Non-Employee Director Participants (as defined below), respectively
and (b) to allow the Company to withhold shares of the Company's common
stock or purchase shares of the Company's common stock from the
Employee Participants and Non-Employee Director Participants to satisfy
tax withholding obligations relating to the vesting of Restricted Stock
pursuant to the 2021 Employee Plan and the 2021 Non-Employee Director
Plan, respectively.
Applicant: Capital Southwest Corporation.
Filing Dates: The application was filed on March 29, 2021 and amended
on January 21, 2022.
Hearing or Notification of Hearing: An order granting the requested
relief will be issued unless the Commission orders a hearing.
Interested persons may request a hearing by emailing the Commission's
Secretary at <a href="/cdn-cgi/l/email-protection#2d7e484e5f48594c5f545e00624b4b444e486d5e484e034a425b"><span class="__cf_email__" data-cfemail="095a6c6a7b6c7d687b707a24466f6f606a6c497a6c6a276e667f">[email protected]</span></a> and serving applicants with a
copy of the request by email. Hearing requests should be received by
the Commission by 5:30 p.m. on May 15, 2022, and should be accompanied
by proof of service on the applicants, in the form of an affidavit, or,
for lawyers, a certificate of service. Pursuant to rule 0-5 under the
Act, hearing requests should state the nature of the writer's interest,
any facts bearing upon the desirability of a hearing on the matter, the
reason for the request, and the issues contested. Persons who wish to
be notified of a hearing may request notification by emailing the
Commission's Secretary at <a href="/cdn-cgi/l/email-protection#d182b4b2a3b4a5b0a3a8a2fc9eb7b7b8b2b491a2b4b2ffb6bea7"><span class="__cf_email__" data-cfemail="5d0e383e2f38293c2f242e70123b3b343e381d2e383e733a322b">[email protected]</span></a>.
ADDRESSES: The Commission: <a href="/cdn-cgi/l/email-protection#3467515746514055464d47197b52525d5751744751571a535b42"><span class="__cf_email__" data-cfemail="2576404657405144575c56086a43434c4640655640460b424a53">[email protected]</span></a>. Applicant:
<a href="/cdn-cgi/l/email-protection#e381878a868b8fa38082938a97828f908c96978b94869097cd808c8e"><span class="__cf_email__" data-cfemail="0c6e68656964604c6f6d7c65786d607f637978647b697f78226f6361">[email protected]</span></a>; <a href="/cdn-cgi/l/email-protection#305d4351425e5542705351405944515c435f454458475543441e535f5d"><span class="__cf_email__" data-cfemail="99f4eaf8ebf7fcebd9faf8e9f0edf8f5eaf6ecedf1eefceaedb7faf6f4">[email protected]</span></a>;
<a href="/cdn-cgi/l/email-protection#12617360736173707d67605277647760617a7776613f2e73327a6077742f" http: sutherland.com">sutherland.com</a>">sarasabour@eversheds-<a href="http://sutherland.com">sutherland.com</a></a>.
FOR FURTHER INFORMATION CONTACT: Asen Parachkevov, Senior Counsel or
Lisa Reid Ragen, Branch Chief, at (202) 551-6825 (Division of
Investment Management, Chief Counsel's Office).
SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained via the
Commission's website by searching for the file number, or for an
applicant using the Company name box, at <a href="http://www.sec.gov/search/search.htm">http://www.sec.gov/search/search.htm</a> or by calling (202) 551-8090.
Applicant's Representations
1. The Company, a Texas corporation, is an internally managed, non-
diversified, closed-end investment company that has elected to be
regulated as a business development company (``BDC'') under the Act.\1\
The Company's investment objective is to produce attractive risk-
adjusted returns by generating current income from its debt investments
and capital appreciation from its equity and equity related
investments.
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\1\ Capital Southwest was incorporated in Texas in 1961. On
March 30, 1988 Capital Southwest elected to be regulated as a BDC.
Section 2(a)(48) of the Act defines a BDC to be any closed-end
investment company that operates for the purpose of making
investments in securities described in sections 55(a)(1) through
55(a)(3) of the Act and makes available significant managerial
assistance with respect to the issuers of such securities.
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2. Shares of the Company's common stock are traded on the NASDAQ
Global Select Market under the symbol ``CSWC.'' As of March September
30, 2021, there were 25,680,551 and 23,341,039 shares of the Company's
[[Page 24211]]
common stock issued and outstanding, respectively. As of September 30,
2021, the Company had an aggregate of 24 employees.
3. The Company currently has a seven-member board of directors (the
``Board'') of whom one is an ``interested person'' of the Company
within the meaning of section 2(a)(19) of the Act and six are not
interested persons (the ``Non-interested Directors''). The Company has
six directors who are neither officers nor employees of the Company.
4. The Company believes that its successful performance depends on
its ability to offer fair compensation packages to its professionals
that are competitive with those offered by other investment management
businesses. The Company believes the highly specialized nature of its
business, the competitiveness of its market and the small size of its
employee base relative to its assets and revenue make such retentions
even more critical for the Company, and that the ability to offer
equity-based compensation to its professionals is vital to the
Company's future growth and success.
5. The Commission previously issued a certain exemptive order (the
``Prior Order''), which, among other things, (i) permits the Company to
issue restricted shares of its common stock under the terms of the
Company's 2021 Employee Plan as part of the compensation packages for
certain of its employees and certain employees of its wholly-owned
subsidiaries (``Employee Participants''), and (ii) allows the Company
to withhold shares of the Company's common stock or purchase shares of
the Company's common stock from the Employee Participants to satisfy
tax withholding obligations relating to the vesting of Restricted Stock
(as defined in the 2021 Employee Plan) pursuant to the 2021 Employee
Plan.\2\
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\2\ ``Prior Order'' refers to the exemptive order issued by the
Commission on July 19, 2021 (see Capital Southwest Corporation,
Investment Company Act Release Nos. 34309 (notice) (June 22, 2021)
and 34335 (order) (July 19, 2021)).
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6. The Company states that the relief it is seeking under the
requested Order is the same type of relief previously provided by the
Commission under the Prior Order, but the requested Order will cover
both Employee Participants and non-employee directors of the Board
(``Non-Employee Director Participants'', and together with Employee
Participants, the ``Participants''). The Order would supersede the
Prior Order, with the result that the Company will no longer rely on
the Prior Order if the Order is granted.
7. The 2021 Employee Plan will authorize the issuance of shares of
Restricted Stock by the Company to certain of its employees. The
Company states that the Restricted Stock will be subject to
restrictions on transferability and other restrictions as required by
the compensation committee of the Board, which will be comprised solely
of ``non-employee directors'' within the meaning of rule 16b-3 under
the Securities Exchange Act of 1934 (the ``Exchange Act''), each of
whom also is not an ``interested person'' of the Company within the
meaning of section 2(a)(19) of the Act (``Compensation Committee). The
Company states that except to the extent restricted under the terms of
the 2021 Employee Plan, an Employee Participant who is granted
Restricted Stock will have all the rights of any other shareholder,
including the right to vote the Restricted Stock and the right to
receive dividends. The Company states that during the restriction
period (i.e., prior to the lapse of the applicable forfeiture
restrictions), the Restricted Stock generally may not be sold,
transferred, pledged, hypothecated, margined or otherwise encumbered by
the Employee Participant. The Company states that except as the Board
otherwise determines, upon termination of a Participant's employment
during the applicable restriction period, Restricted Stock for which
forfeiture restrictions have not lapsed at the time of such termination
shall be forfeited.
8. The 2021 Non-Employee Director Plan will authorize the issuance
of shares of Restricted Stock by the Company to Non-Employee Director
Participants. The Company states that the Restricted Stock will be
subject to restrictions on transferability and other restrictions as
required by the Compensation Committee of the Board. The Company states
that except to the extent restricted under the terms of the 2021 Non-
Employee Director Plan, a Non-Employee Director Participant who is
granted Restricted Stock will have all the rights of any other
shareholder, including the right to vote the Restricted Stock and the
right to receive dividends. The Company states that during the
restriction period (i.e., prior to the lapse of the applicable
forfeiture restrictions), the Restricted Stock generally may not be
sold, transferred, pledged, hypothecated, margined or otherwise
encumbered by the Non-Employee Director Participant. The Company states
that unless otherwise specified in the award agreement or the Board
determines in any individual case, Restricted Stock awards to Non-
Employee Director Participants vest at the end of each one-year term of
service on the Board.
9. The Company states that the value of Restricted Stock generally
will be taxable to the recipient as ordinary income in the years in
which the restrictions on the shares lapse and that such value will be
the fair market value of the shares on the dates the restrictions
lapse. The Company states that each of the 2021 Employee Plan and the
2021 Non-Employee Director Plan authorizes the Company to withhold
common stock (in whole or in part) from any award of restricted shares
granted at the time the Restricted Stock is taxed in satisfaction of a
Participant's tax obligations.
10. The Company states that maximum amount of Restricted Stock that
may be issued and outstanding will not at the time of issuance of any
Restricted Stock exceed 10% of the Company's outstanding voting
securities.\3\ In addition, the Company states that no Employee
Participant may be granted more than 25% of the shares reserved for
issuance under the 2021 Employee Plan and no Non-Employee Director
Participant may be granted more than 25% of the shares reserved for
issuance under the 2021 Non-Employee Director Plan.
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\3\ For purposes of calculating compliance with this limit,
Capital Southwest counts as Restricted Stock all shares of its
common stock that are issued pursuant to the 2021 Employee Plan and
the 2021 Non-Employee Director Plan, less any shares that are
forfeited back to Capital Southwest and cancelled as a result of
forfeiture restrictions not lapsing.
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11. The Company states that each issuance of Restricted Stock under
the 2021 Employee Plan or the 2021 Non-Employee Director Plan will be
approved by the required majority, as defined in section 57(o) of the
Act,\4\ of the Company's directors on the basis that the issuance is in
the best interests of the Company and its shareholders. The Company
states that the date on which the required majority approves an
issuance of Restricted Stock will be deemed the date on which the
subject Restricted Stock is granted.
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\4\ Section 57(o) of the Act provides that the term ``required
majority,'' when used with respect to the approval of a proposed
transaction, plan, or arrangement, means both a majority of a BDC's
directors or general partners who have no financial interest in such
transaction, plan, or arrangement and a majority of such directors
or general partners who are not interested persons of such company.
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12. The Company states that the 2021 Employee Plan was approved by
the Board as a whole, including the required majority as defined in
section 57(o) of the Act, on March 26, 2021 and was approved by the
Company's shareholders on July 28, 2021. In
[[Page 24212]]
addition, the Company states that the 2021 Non-Employee Director Plan
was approved by the Board as a whole, including the required majority
as defined in section 57(o) of the Act, on March 26, 2021. The Company
states that if the Commission issues the Order, the 2021 Non-Employee
Director Plan will become effective upon receipt of the approval of the
Company's shareholders.
Applicant's Legal Analysis
Sections 23(a) and (b), Section 63
1. Under section 63 of the Act, the provisions of section 23(a) of
the Act generally prohibiting a registered closed-end investment
company from issuing securities for services or for property other than
cash or securities are made applicable to BDCs. This provision would
prohibit the issuance of Restricted Stock as a part of the 2021
Employee Plan and the 2021 Non-Employee Director Plan.
2. Section 23(b) generally prohibits a registered closed-end
management investment company from selling its common stock at a price
below its current net asset value (``NAV''). Section 63(2) makes
section 23(b) applicable to BDCs unless certain conditions are met.
Because Restricted Stock that would be granted under the 2021 Employee
Plan and the 2021 Non-Employee Director Plan would not meet the terms
of section 63(2), sections 23(b) and 63 prohibit the issuance of the
Restricted Stock.
3. Section 6(c) provides, in part, that the Commission may, by
order upon application, conditionally or unconditionally exempt any
person, security, or transaction, or any class or classes of persons,
securities or transactions, from any provision of the Act, if and to
the extent that the exemption is necessary or appropriate in the public
interest and consistent with the protection of investors and the
purposes fairly intended by the policy and provisions of the Act.
4. The Company requests an order pursuant to section 6(c) of the
Act granting an exemption from the provisions of sections 23(a) and (b)
and section 63 of the Act. The Company states that the concerns
underlying those sections include: (a) Preferential treatment of
investment company insiders and the use of options and other rights by
insiders to obtain control of the investment company; (b) complication
of the investment company's structure that makes it difficult to
determine the value of the company's shares; and (c) dilution of
shareholders' equity in the investment company. The Company states that
the 2021 Employee Plan and the 2021 Non-Employee Director Plan do not
raise concerns about preferential treatment of the Company's insiders
because each of the 2021 Employee Plan and the 2021 Non-Employee
Director Plan is a bona fide compensation plan of the type common among
corporations generally. In addition, section 61(a)(4)(B) of the Act
permits a BDC to issue to its officers, directors and employees,
pursuant to an executive compensation plan, warrants, options and
rights to purchase the BDC's voting securities, subject to certain
requirements. The Company states that while it is not aware of any
specific discussion in the legislative history of section 61 of the Act
regarding the use of direct grants of stock as incentive compensation,
the legislative history recognizes the crucial role that equity-based
compensation played in the operation of a private equity fund and its
ability to attract and retain employees. The Company believes that the
issuance of Restricted Stock is substantially similar, for purposes of
investor protection under the Act, to the issuance of warrants,
options, and rights as contemplated by section 61 of the Act. The
Company also asserts that the 2021 Employee Plan and the 2021 Non-
Employee Director Plan would not become a means for Participants to
obtain control of the Company because the number of shares of the
Company issuable under the 2021 Employee Plan and the 2021 Non-Employee
Director Plan would be limited as set forth in the application.
5. The Company further states that the 2021 Employee Plan and the
2021 Non-Employee Director Plan will not unduly complicate the
Company's structure because equity-based compensation arrangements are
widely used among corporations and commonly known to investors. The
Company notes that the 2021 Non-Employee Director Plan will be
submitted to its shareholders for their approval. The Company
represents that a concise, ``plain English'' description of the 2021
Non-Employee Director Plan, including its potential dilutive effect,
will be provided in the proxy materials that will be submitted to the
Company's shareholders. The Company also states that it will comply
with the proxy disclosure requirements in Item 10 of Schedule 14A under
the Exchange Act. The Company further notes that the 2021 Employee Plan
and the 2021 Non-Employee Director Plan will be disclosed to investors
in accordance with the requirements of the Form N-2 registration
statement for closed-end investment companies, and pursuant to the
standards and guidelines adopted by the Financial Accounting Standards
Board for operating companies. In addition, the Company will comply
with the disclosure requirements for executive compensation plans
applicable to BDCs.\5\ The Company thus concludes that the 2021
Employee Plan and the 2021 Non-Employee Director Plan will be
adequately disclosed to investors and appropriately reflected in the
market value of the Company's shares.
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\5\ See Executive Compensation and Related Party Disclosure,
Securities Act Release No. 8655 (Jan. 27, 2006) (proposed rule);
Executive Compensation and Related Party Disclosure, Securities Act
Release No. 8732A (Aug. 29, 2006) (final rule and proposed rule), as
amended by Executive Compensation Disclosure, Securities Act Release
No. 8765 (Dec. 22, 2006) (adopted as interim final rules with
request for comments).
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6. The Company acknowledges that, while awards granted under the
2021 Employee Plan and the 2021 Non-Employee Director Plan may have a
dilutive effect on the shareholders' equity in the Company, that effect
would be outweighed by the anticipated benefits of the 2021 Employee
Plan and the 2021 Non-Employee Director Plan to the Company and its
shareholders. The Company asserts that it needs the flexibility to
provide the requested equity-based employee compensation in order to be
able to compete effectively with other financial services firms for
talented professionals. These professionals, the Company suggests, in
turn are likely to increase the Company's performance and shareholder
value. The Company also asserts that equity-based compensation would
more closely align the interests of the Company's employees with those
of its shareholders. In addition, the Company states that its
shareholders will be further protected by the conditions to the
requested order that assure continuing oversight of the operation of
the 2021 Employee Plan and the 2021 Non-Employee Director Plan by the
Company's Board.
Section 57(a)(4), Rule 17d-1
7. Section 57(a) proscribes certain transactions between a BDC and
persons related to the BDC in the manner described in section 57(b)
(``57(b) persons''), absent a Commission order. Section 57(a)(4)
generally prohibits a 57(b) person from effecting a transaction in
which the BDC is a joint participant absent such an order. Rule 17d-1,
made applicable to BDCs by section 57(i), proscribes participation in a
``joint enterprise or other joint arrangement or profit-sharing plan,''
which includes a stock option or purchase plan.
[[Page 24213]]
Employees and directors of a BDC are 57(b) persons. Thus, the issuance
of shares of Restricted Stock could be deemed to involve a joint
transaction involving a BDC and a 57(b) person in contravention of
section 57(a)(4). Rule 17d-1(b) provides that, in considering relief
pursuant to the rule, the Commission will consider (i) whether the
participation of the company in a joint enterprise is consistent with
the Act's policies and purposes and (ii) the extent to which that
participation is on a basis different from or less advantageous than
that of other participants.
8. The Company requests an order pursuant to section 57(a)(4) and
57(i) of the Act and rule 17d-1 to permit the Company to issue
Restricted Stock under the 2021 Employee Plan and the 2021 Non-Employee
Director Plan. The Company states that the 2021 Employee Plan and the
2021 Non-Employee Director Plan, although benefiting the Participants
and the Company in different ways, is in the interests of the Company's
shareholders because the 2021 Employee Plan and the 2021 Non-Employee
Director Plan will help align the interests of the Company's employees
and directors with those of its shareholders, which will encourage
conduct on the part of those employees, officers and directors designed
to produce a better return for the Company's shareholders.
Additionally, section 57(j)(1) of the Act expressly permits any
director, officer or employee of a BDC to acquire warrants, options and
rights to purchase voting securities of such BDC, and the securities
issued upon the exercise or conversion thereof, pursuant to an
executive compensation plan which meets the requirements of section
61(a)(4)(B) of the Act. Applicant submits that the issuance of
Restricted Stock pursuant to the 2021 Employee Plan and the 2021 Non-
Employee Director Plan poses no greater risk to stockholders than the
issuances permitted by section 57(j)(1) of the Act.
Section 23(c)
9. Section 23(c) of the Act, which is made applicable to BDCs by
section 63 of the Act, generally prohibits a BDC from purchasing any
securities of which it is the issuer except in the open market pursuant
to tenders, or under other circumstances as the Commission may permit
to ensure that the purchases are made in a manner or on a basis that
does not unfairly discriminate against any holders of the class or
classes of securities to be purchased. Applicant states that to the
extent that the transactions between Applicant and the respective
Participants described in the application with respect to the 2021
Employee Plan and the 2021 Non-Employee Director Plan constitute
``purchases'' by Applicant of its own securities, Section 23(c), absent
relief, would prohibit such transactions.
10. Section 23(c)(3) of the Act permits a BDC to purchase
securities of which it is the issuer in circumstances in which the
repurchase is made in a manner or on a basis that does not unfairly
discriminate against any holders of the class or classes of securities
to be purchased. Applicant believes that the requested relief meets the
standards of section 23(c)(3).
11. Applicant submits that these purchases will be made in a manner
that does not unfairly discriminate against Applicant's stockholders
because all purchases of Applicant's stock will be at the closing price
of the common stock on the Nasdaq Global Select Market (or any primary
exchange on which its shares of common stock may be traded in the
future) on the relevant date (i.e., the public market price on the date
of grant of Restricted Stock). Applicant submits that because all
transactions with respect to the 2021 Employee Plan and the 2021 Non-
Employee Director Plan will take place at the public market price for
the Applicant's common stock, these transactions will not be
significantly different than could be achieved by any stockholder
selling in a market transaction. Applicant represents that no
transactions will be conducted pursuant to the requested order on days
where there are no reported market transactions involving Applicant's
shares.
12. Applicant represents that the withholding provisions in the
2021 Employee Plan and the 2021 Non-Employee Director Plan do not raise
concerns about preferential treatment of Applicant's insiders because
each of the 2021 Employee Plan and the 2021 Non-Employee Director Plan
is a bona fide compensation plan of the type that is common among
corporations generally. Furthermore, the vesting schedule is determined
at the time of the initial grant of the Restricted Stock. Applicant
represents that all purchases may be made only as permitted by the 2021
Employee Plan, which was approved by both the Board prior to any
application and by shareholders on July 28, 2021, and the 2021 Non-
Employee Director Plan, which will be approved by the Applicant's
stockholders prior to any application of the relief. Applicant believes
that granting the requested relief would be consistent with the
policies underlying the provisions of the Act permitting the use of
equity compensation as well as prior exemptive relief granted by the
Commission under section 23(c) of the Act.
Applicant's Conditions
Applicant agrees that the order granting the requested relief will
be subject to the following conditions:
1. The 2021 Non-Employee Director Plan will be authorized by the
Company's shareholders.\6\
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\6\ The 2021 Employee Plan was approved by Capital Southwest's
shareholders on July 28, 2021.
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2. Each issuance of Restricted Stock to Employee Participants and
Non-Employee Director Participants will be approved by the required
majority, as defined in section 57(o) of the Act, of the Company's
directors on the basis that such grant is in the best interests of the
Company and its shareholders.
3. The amount of voting securities that would result from the
exercise of all of the Company's outstanding warrants, options, and
rights, together with any Restricted Stock issued and outstanding
pursuant to the 2021 Employee Plan, the 2021 Non-Employee Director Plan
and any other compensation plans of the Company, at the time of
issuance shall not exceed 25% of the outstanding voting securities of
the Company, except that if the amount of voting securities that would
result from the exercise of all of the Company's outstanding warrants,
options, and rights issued to the Company's directors, officers, and
employees, together with any Restricted Stock issued pursuant to the
2021 Employee Plan, the 2021 Non-Employee Director Plan and any other
compensation plans of the Company, would exceed 15% of the outstanding
voting securities of the Company, then the total amount of voting
securities that would result from the exercise of all outstanding
warrants, options, and rights, together with any Restricted Stock
issued pursuant to the 2021 Employee Plan, the 2021 Non-Employee
Director Plan and any other compensation plans of the Company, at the
time of issuance shall not exceed 20% of the outstanding voting
securities of the Company.
4. The amount of Restricted Stock issued and outstanding will not
at the time of issuance of any Restricted Stock exceed 10% of the
Company's outstanding voting securities.
5. The Board will review the 2021 Employee Plan and the 2021 Non-
Employee Director Plan at least annually. In addition, the Board will
review periodically the potential impact that the issuance of
Restricted Stock under the 2021 Employee Plan and the
[[Page 24214]]
2021 Non-Employee Director Plan could have on the Company's earnings
and NAV per share, such review to take place prior to any decisions to
grant Restricted Stock under the 2021 Employee Plan and the 2021 Non-
Employee Director Plan, but in no event less frequently than annually.
Adequate procedures and records will be maintained to permit such
review. The Board will be authorized to take appropriate steps to
ensure that the issuance of Restricted Stock under the 2021 Employee
Plan and the 2021 Non-Employee Director Plan will be in the best
interests of the Company's shareholders. This authority will include
the authority to prevent or limit the granting of additional Restricted
Stock under the 2021 Employee Plan and the 2021 Non-Employee Director
Plan. All records maintained pursuant to this condition will be subject
to examination by the Commission and its staff.
For the Commission, by the Division of Investment Management,
under delegated authority.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-08662 Filed 4-21-22; 8:45 am]
BILLING CODE 8011-01-P
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This is legal information, not legal advice. Laws vary by jurisdiction and change frequently. Always verify current law with official sources and consult a licensed attorney in your jurisdiction for advice on your specific situation.