MSC INCOME FUND INC

DEF 14A 1 msif-2024def14a.htm DEF 14A

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. )

Filed by the Registrant Q

Filed by a Party other than the Registranto

Check the appropriate box:

MSC Income Fund, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

May 29, 2024

Dear Stockholder:

You are cordially invited to attend this year’s Annual Meeting of Stockholders (the “Annual Meeting”) of MSC Income Fund, Inc., which will be held on August 13, 2024, in the East-West Conference Rooms at 1330 Post Oak Boulevard, 2nd Floor, Houston, Texas 77056, commencing at 9:00 AM, local time. The notice of annual meeting and proxy statement following this letter describe the matters to be acted on at the meeting.

It is important that your shares be represented at the Annual Meeting and you are encouraged to vote your shares as soon as possible. The enclosed proxy card contains instructions for voting over the Internet, by telephone or by returning your proxy card via mail in the envelope provided. Your vote is important.

Thank you for your support.

Sincerely yours,

DWAYNE L. HYZAK

Chairman of the Board and Chief Executive Officer

YOUR VOTE IS IMPORTANT.

Whether or not you plan to attend the meeting, please take a few minutes now to vote your shares.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on August 13, 2024.

Our proxy statement and annual report on Form 10-K for the year ended December 31, 2023 are available on the Internet atwww.mscincomefund.com under “SEC Filings” in the “Investors” section of our website.

The following information applicable to the Annual Meeting may be found in the proxy statement and accompanying proxy card:

•The date, time and location of the meeting;

•A list of the matters intended to be acted on and our Board of Directors’ recommendations regarding those matters;

•Any control/identification numbers that you need to access your proxy card; and

•Information about attending the meeting and voting in person.

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

The 2024 Annual Meeting of the Stockholders of MSC Income Fund, Inc., a Maryland corporation, will be held in the East-West Conference Rooms at 1330 Post Oak Boulevard, 2nd Floor, Houston, Texas 77056, on Tuesday, August 13, 2024, at 9:00 AM local time, in order to:

(1)elect our directors for a term of one year;

(2)ratify our appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2024; and

(3)transact such other business as may properly come before the meeting or any postponement or adjournment thereof.

If you were a stockholder as of the close of business on May 22, 2024, you are entitled to vote at the meeting and at any postponement or adjournment thereof.

Please indicate your vote as to the matters to be acted on at the meeting by following the instructions provided in the enclosed proxy card or voting instruction form, whether or not you plan on attending the meeting. If you plan to attend the meeting and wish to vote or change your vote there, please review the instructions set forth in the accompanying proxy statement under the caption “Voting Information.”

We have enclosed with this notice and proxy statement a copy of our annual report on Form 10-K for the year ended December 31, 2023.

By Order of the Board of Directors,

JASON B. BEAUVAIS

Executive Vice President, General Counsel and Secretary

PROXY STATEMENT FOR 2024 ANNUAL MEETING OF STOCKHOLDERS

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PROXY STATEMENT

2024 ANNUAL MEETING OF STOCKHOLDERS