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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) September 9, 2025
__________________________________________________________________________
MSC Income Fund, Inc.
(Exact name of registrant as specified in its charter)
Maryland
814-00939
45-3999996
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer Identification No.)
1300 Post Oak Boulevard, 8th Floor, Houston, Texas
77056
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (713) 350-6000
Not Applicable
___________________________________________________________________________________
(Former name or former address, if changed since last report)
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, par value $0.001 per share
MSIF
New York Stock Exchange
NYSE Texas
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act
of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. o
Item 5.07Submission of Matters to a Vote of Security Holders.
On September 9, 2025, MSC Income Fund, Inc. (the “Company”) held its 2025 annual meeting of stockholders
(the “Annual Meeting”).  The issued and outstanding shares of stock of the Company entitled to vote at the Annual
Meeting consisted of the 47,148,802 shares of common stock outstanding on the record date, May 30, 2025.  The common
stockholders of the Company voted on two matters at the Annual Meeting.  The final voting results from the Annual
Meeting are as follows:
(1)A proposal to elect each of the four members of the Company’s board of directors (the “Board”) for a term of one
year:
Nominee
Votes For
Authority Withheld or Abstained
from Voting
Robert L. Kay
23,269,458
1,777,036
John O. Niemann, Jr.
23,325,105
1,721,389
Jeffrey B. Walker
23,336,338
1,710,156
Dwayne L. Hyzak
23,663,521
1,382,973
(2)A proposal to authorize flexibility for the Company, with the approval of the Board, to offer and sell shares of the
Company’s common stock at a price below net asset value per share during the next 12 months following stockholder
approval, subject to certain limitations described in the definitive proxy statement for the Annual Meeting (the “Below-
NAV Share Issuance Proposal”):
Votes For
Votes Against
Abstentions
All Stockholders
19,079,318
4,177,869
1,789,307
Excluding Affiliates
17,490,634
4,177,869
1,789,307
The number of votes cast in favor of the Below-NAV Share Issuance Proposal represents both: (1) a majority of
the outstanding voting securities of the Company entitled to vote at the Annual Meeting; and (2) a majority of the
outstanding voting securities of the Company entitled to vote at the Annual Meeting that are not held by affiliated persons
of the Company. For purposes of the Below-NAV Share Issuance Proposal, the Investment Company Act of 1940, as
amended, defines a “majority of the outstanding voting securities” as the vote of the lesser of: (1) 67% or more of the
voting securities of the Company present at the Annual Meeting, if the holders of more than 50% of the outstanding voting
securities of the Company are present or represented by proxy; or (2) more than 50% of the outstanding voting securities of
the Company.
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.
MSC Income Fund, Inc.
Date: September 9, 2025
By:
/s/ Cory E. Gilbert
Name:           Cory E. Gilbert
Title:             Chief Financial Officer
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