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MSC INCOME FUND, INC.

For the period ended Dec 31, 2024. Filed Jun 4, 2025.

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About this filing

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

MSIF$12.53+2.3%Stored close · as of Nov 6, 2026
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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:

oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
QDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting 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):

QNo fee required.
oFee paid previously with preliminary materials.
oFee 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 INFORMATION1
INFORMATION REGARDING THE MSC INCOME LISTING1
VOTING INFORMATION2
Record Date and Who May Vote2
How to Vote2
How to Revoke or Change Your Vote2
Quorum3
Broker Non-Votes3
Proposals to Be Voted on; Vote Required; and How Votes Are Counted3
Expenses4
Confidential Voting4
ELECTION OF DIRECTORS (ITEM 1)4
Nominees5
CORPORATE GOVERNANCE7
Corporate Governance Highlights7
Director Independence7
Communications with the Board8
Board Leadership Structure8
Board of Directors and its Committees8
Board and Committee Evaluation Process9
Compensation Committee Interlocks and Insider Participation10
Director Nomination Process10
Board’s Role in the Oversight of Risk Management11
Succession Planning11
Code of Ethics12
Insider Trading Policy, Hedging and Speculative Trading and Pledging of Company Securities12
Executive Compensation Recovery, or “Clawback”12
Stockholder Rights12
Responsible Investment13
COMPENSATION OF DIRECTORS14
2024 Director Compensation14
Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information14
OFFICERS15
Compensation Discussion and Analysis17
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT18
AUDIT COMMITTEE REPORT20
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM21
BELOW-NAV SHARE ISSUANCE PROPOSAL (ITEM 2)22
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS29
Our Investment Adviser29
Expense Waiver31
Allocation of Our Adviser’s Time32
Indemnification32

i

Co-Investment Transactions33
Other Related Party Transactions33
INVESTMENT ADVISER AND ADMINISTRATOR34
STOCKHOLDERS’ PROPOSALS35
PRIVACY NOTICE36

ii

PROXY STATEMENT

2025 ANNUAL MEETING OF STOCKHOLDERS

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.