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MSC Income Fund (NYSE: MSIF) wins approval for below-NAV stock sales

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

MSC Income Fund, Inc. held its 2026 annual meeting of stockholders on August 5, 2026, with 45,345,229 shares of common stock entitled to vote based on the May 18, 2026 record date. Stockholders elected five directors—Robert L. Kay, Nataly M. Marks, John O. Niemann, Jr., Jeffrey B. Walker and Dwayne L. Hyzak—for one-year terms.

Stockholders also approved a proposal authorizing the company, with board approval, to offer and sell common stock at prices below net asset value per share for the 12 months following approval, subject to limitations described in the definitive proxy statement. The Below-NAV Share Issuance Proposal received the required majorities of outstanding voting securities both including and excluding affiliated persons, as defined under the Investment Company Act of 1940.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares entitled to vote 45,345,229 shares Common stock outstanding on record date May 18, 2026
Votes For Below-NAV proposal (all stockholders) 18,884,942 votes All stockholders voting on Below-NAV Share Issuance Proposal
Votes Against Below-NAV proposal (all stockholders) 4,672,697 votes All stockholders voting on Below-NAV Share Issuance Proposal
Abstentions on Below-NAV proposal (all stockholders) 1,348,625 votes All stockholders voting on Below-NAV Share Issuance Proposal
Votes For Below-NAV proposal (excluding affiliates) 16,608,070 votes Non-affiliated stockholders voting on Below-NAV Share Issuance Proposal
Statutory majority threshold 67% of voting securities present Alternative majority standard under Investment Company Act of 1940
Below-NAV Share Issuance Proposal regulatory
"subject to certain limitations described in the definitive proxy statement for the Annual Meeting (the "Below-NAV Share Issuance Proposal")"
net asset value per share financial
"to offer and sell shares of the Company’s common stock at a price below net asset value per share"
Net asset value per share is the total value of a fund’s assets minus its liabilities, divided by the number of outstanding shares, so it represents what each share would be worth if the fund sold everything and paid its debts. Investors use it like a per-share “break-up” price to compare against the market trading price — if shares trade below NAV per share they may be seen as discounted, above it as a premium.
majority of the outstanding voting securities regulatory
"defines a "majority of the outstanding voting securities" as the vote of the lesser of: (1) 67% or more"
affiliated persons regulatory
"a majority of the outstanding voting securities of the Company entitled to vote that are not held by affiliated persons"
Investment Company Act of 1940 regulatory
"For purposes of the Below-NAV Share Issuance Proposal, the Investment Company Act of 1940, as amended, defines"
A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What was voted on at MSC Income Fund (MSIF)'s 2026 annual meeting?
Stockholders elected five directors to one-year terms and voted on a proposal authorizing the company, with board approval, to sell common stock at prices below net asset value per share for 12 months, subject to limitations in the definitive proxy statement.

How many MSC Income Fund (MSIF) shares were entitled to vote at the 2026 meeting?
A total of 45,345,229 shares of common stock were issued, outstanding, and entitled to vote, based on the May 18, 2026 record date. These shares formed the base against which quorum and majority requirements were measured for all proposals.

Did MSC Income Fund (MSIF) stockholders approve the Below-NAV Share Issuance Proposal?
Yes. The Below-NAV Share Issuance Proposal received 18,884,942 votes for, 4,672,697 against, and 1,348,625 abstentions from all stockholders, satisfying majority tests both including and excluding affiliated persons under the Investment Company Act of 1940.

How did unaffiliated MSC Income Fund (MSIF) stockholders vote on the Below-NAV proposal?
Excluding affiliated persons, the Below-NAV Share Issuance Proposal received 16,608,070 votes for, 4,672,697 against, and 1,348,625 abstentions. This met the required majority of outstanding voting securities not held by affiliates, as defined in the Investment Company Act of 1940.

For how long can MSC Income Fund (MSIF) sell shares below NAV after approval?
The authorization permits the company, with board approval, to offer and sell common stock at prices below net asset value per share during the 12 months following stockholder approval, subject to specific limitations described in the definitive proxy statement for the annual meeting.

What voting standard applied to MSIF's Below-NAV Share Issuance Proposal?
The Investment Company Act defines a “majority of the outstanding voting securities” as the lesser of 67% or more of securities present (if over 50% of outstanding are represented) or more than 50% of outstanding voting securities, and both overall and non-affiliate majorities were achieved.
0001535778false00015357782026-08-052026-08-05
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) August 5, 2026
__________________________________________________________________________
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 August 5, 2026, MSC Income Fund, Inc. (the “Company”) held its 2026 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 45,345,229 shares of common stock outstanding on the record date, May 18, 2026.  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 five 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
22,232,852
2,673,412
Nataly M. Marks
23,627,751
1,278,513
John O. Niemann, Jr.
22,196,638
2,709,626
Jeffrey B. Walker
22,287,193
2,619,071
Dwayne L. Hyzak
23,585,119
1,321,145
(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
18,884,942
4,672,697
1,348,625
Excluding Affiliates
16,608,070
4,672,697
1,348,625
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: August 5, 2026
By:
/s/ Cory E. Gilbert
Name:           Cory E. Gilbert
Title:             Chief Financial Officer

Source: View Original Filing on SEC EDGAR

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