MSC INCOME FUND, INC.
For the period ended Dec 31, 2024. Filed Jun 4, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2024 · Filed Jun 4, 2025
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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:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| Q | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material under §240.14a-12 |
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 all boxes that apply):
| Q | No fee required. |
|---|---|
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
June 4, 2025
Dear Stockholder:
You are cordially invited to attend this year’s Annual Meeting of Stockholders of MSC Income Fund, Inc., which will be held on August 12, 2025, in the South Conference Room 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.
If your shares are held in book-entry form on the records of SS&C GIDS, Inc., our transfer agent and registrar, we have enclosed a proxy card for your use. You may vote these shares at the annual meeting or any adjournment or postponement thereof by completing and returning the proxy card or, alternatively, calling a toll-free telephone number or using the Internet as described on the proxy card. If a broker or other nominee holds your shares in “street name,” your broker has enclosed a voting instruction form, which you should use to vote those shares. The voting instruction form indicates whether you have the option to vote those shares by telephone or by using the Internet.
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 12, 2025.
Our proxy statement and annual report on Form 10-K for the year ended December 31, 2024 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 2025 ANNUAL MEETING OF STOCKHOLDERS
The 2025 Annual Meeting of the Stockholders of MSC Income Fund, Inc., a Maryland corporation, will be held in the South Conference Room at 1330 Post Oak Boulevard, 2nd Floor, Houston, Texas 77056, on August 12, 2025, at 9:00 AM local time, in order to:
(1)elect our directors for a term of one year;
(2)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 per share during the next 12 months following stockholder approval, subject to certain limitations described in the proxy statement; 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 30, 2025, 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, 2024.
By Order of the Board of Directors,
JASON B. BEAUVAIS
Executive Vice President, General Counsel and Secretary
PROXY STATEMENT FOR 2025 ANNUAL MEETING OF STOCKHOLDERS
TABLE OF CONTENTS
| Page | |
|---|---|
| GENERAL INFORMATION | 1 |
| INFORMATION REGARDING THE MSC INCOME LISTING | 1 |
| VOTING INFORMATION | 2 |
| Record Date and Who May Vote | 2 |
| How to Vote | 2 |
| How to Revoke or Change Your Vote | 2 |
| Quorum | 3 |
| Broker Non-Votes | 3 |
| Proposals to Be Voted on; Vote Required; and How Votes Are Counted | 3 |
| Expenses | 4 |
| Confidential Voting | 4 |
| ELECTION OF DIRECTORS (ITEM 1) | 4 |
| Nominees | 5 |
| CORPORATE GOVERNANCE | 7 |
| Corporate Governance Highlights | 7 |
| Director Independence | 7 |
| Communications with the Board | 8 |
| Board Leadership Structure | 8 |
| Board of Directors and its Committees | 8 |
| Board and Committee Evaluation Process | 9 |
| Compensation Committee Interlocks and Insider Participation | 10 |
| Director Nomination Process | 10 |
| Board’s Role in the Oversight of Risk Management | 11 |
| Succession Planning | 11 |
| Code of Ethics | 12 |
| Insider Trading Policy, Hedging and Speculative Trading and Pledging of Company Securities | 12 |
| Executive Compensation Recovery, or “Clawback” | 12 |
| Stockholder Rights | 12 |
| Responsible Investment | 13 |
| COMPENSATION OF DIRECTORS | 14 |
| 2024 Director Compensation | 14 |
| Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information | 14 |
| OFFICERS | 15 |
| Compensation Discussion and Analysis | 17 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 18 |
| AUDIT COMMITTEE REPORT | 20 |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 21 |
| BELOW-NAV SHARE ISSUANCE PROPOSAL (ITEM 2) | 22 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 29 |
| Our Investment Adviser | 29 |
| Expense Waiver | 31 |
| Allocation of Our Adviser’s Time | 32 |
| Indemnification | 32 |
i
| Co-Investment Transactions | 33 |
|---|---|
| Other Related Party Transactions | 33 |
| INVESTMENT ADVISER AND ADMINISTRATOR | 34 |
| STOCKHOLDERS’ PROPOSALS | 35 |
| PRIVACY NOTICE | 36 |
ii
PROXY STATEMENT
2025 ANNUAL MEETING OF STOCKHOLDERS
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.