MSC INCOME FUND INC

DEF 14A 1 msif-2024definitiveproxyst.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):

September 3, 2024

Dear Stockholder:

You are cordially invited to attend a special meeting of Stockholders (the “Special Meeting”) of MSC Income Fund, Inc. (the “Company”), which will be held on December 2, 2024, in the East-West Conference Rooms at 1330 Post Oak Boulevard, 2nd Floor, Houston, Texas 77056, commencing at 9:00 a.m., local time.

The Notice of Special Meeting of Stockholders and Proxy Statement accompanying this letter provide an outline of the business to be conducted at the Special Meeting, which includes a series of proposals we believe will position us to potentially effect a listing of the Company’s shares of common stock on a national securities exchange (such as the New York Stock Exchange or NASDAQ Stock Market) (a “Listing”) if and when market conditions make it desirable to do so and it is otherwise in the Company’s best interest. As detailed further in the Proxy Statement, these proposals include, among other things, a number of items designed to remove legacy North American Securities Administrators Association, Inc. Omnibus Guidelines provisions that were implemented in connection with our original continuous public offering and which we believe, for the reasons detailed in the Proxy Statement, should be eliminated or modified upon a Listing.

Shares of the Company’s common stock have never been listed or traded on any securities exchange, such as the New York Stock Exchange or NASDAQ Stock Market. The Company’s board of directors has considered whether the Company should list its shares on a national securities exchange and has decided that a Listing, which may be accompanied by a follow-on public offering of the Company’s shares of common stock, is likely to be beneficial to the Company and its stockholders. Accordingly, the Company’s board of directors has authorized our management to consider, explore and prepare for a potential Listing and is recommending certain corporate actions requiring your vote. Although the Board has authorized our management to consider, explore and prepare for a potential Listing, which may be accompanied by a follow-on public offering of the Shares, and is recommending certain corporate actions requiring your vote that will better position us to pursue a Listing, there is no guarantee that a Listing will occur if the Board determines, in its sole discretion, that it is not in our or our stockholders’ best interests, including, without limitation, if market conditions at the time make it undesirable to effectuate a Listing or any accompanying follow-on public offering of the Shares.

It is important that your shares be represented at the Special 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 Special Meeting of Stockholders to Be Held on December 2, 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 Special 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 SPECIAL MEETING OF STOCKHOLDERS

The Special 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 Monday, December 2, 2024 at 9:00 a.m., local time, in order to:

(1)approve four proposals that will collectively amend and restate our articles of incorporation (the “Charter”) to reflect amendments described in the proxy statement, which will become effective upon a future listing of our outstanding shares of common stock on a national securities exchange (such as the New York Stock Exchange (the “NYSE”) or NASDAQ Stock Market), and which will serve to conform certain provisions in the Charter more closely to provisions in the articles/certificates of incorporation (the “charters”) of other business development companies (“BDCs”) whose securities are listed and publicly-traded on a national securities exchange;

(2)approve an amended and restated investment advisory and administrative services agreement (the “Proposed Advisory Agreement”) between us and MSC Adviser I, LLC, our investment adviser (our “Adviser”), which will become effective upon a future listing of our outstanding shares of common stock on a national securities exchange; and

(3)authorize flexibility for us, with the approval of our board of directors, to offer and sell shares of our common stock at a price below net asset value (“NAV”) per share during the next 12 months following stockholder approval, subject to certain limitations described in the proxy statement.

If you were a stockholder as of the close of business on September 3, 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.”

By Order of the Board of Directors,

JASON B. BEAUVAIS

Executive Vice President, General Counsel, Chief Compliance Officer and Secretary

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS

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PROXY STATEMENT

SPECIAL MEETING OF STOCKHOLDERS