Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) August 11, 2022



MSC Income Fund, Inc.

(Exact name of registrant as specified in its charter)







(State or other jurisdiction
of incorporation)


(Commission File Number)


(IRS Employer Identification No.)



1300 Post Oak Boulevard, 8th Floor, Houston, Texas




(Address of principal executive offices)

(Zip Code)



Registrant’s telephone number, including area code:   713-350-6000



(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:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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





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 


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.  


Item 5.07.

Submission of Matters to a Vote of Security Holders.

On August 11, 2022, MSC Income Fund, Inc (the “Company”) held its 2022 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 79,826,954 shares of common stock outstanding on the record date, May 19, 2022. 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 four members of the Company’s board of directors (the “Board”) for a term of one year:

Votes For

Authority Withheld or Abstained from Voting

Robert L. Kay



John O. Niemann, Jr.



Jeffrey B. Walker



Dwayne L. Hyzak



(2)A proposal to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022:

Votes For

Votes Against





Item 7.01.

Regulation FD Disclosure.

On August 12, 2022, the Company posted an announcement regarding its second quarter 2022 conference call to its corporate website. A copy of the announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933 except as expressly set forth by specific reference in such filing.

Item 8.01.

Other Events.

On August 11, 2022, the Company’s the Board declared a cash dividend of $0.16 per share of the Company’s common stock, par value $0.001 per share. This dividend will be payable on November 1, 2022 to holders of the Company’s common stock as of a record date of September 30, 2022. Additionally, the Board approved a repurchase offer pursuant to the Company’s share repurchase program in an amount equal 90% of the amount of proceeds resulting from shares issued in lieu of cash distributions from the November 1, 2022 dividend payment.

On August 12, 2022, the Company issued a press release announcing the dividend described above and the offer pursuant to the share repurchase program. A copy of such press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

Exhibit 99.1

Earnings Call Schedule Announcement dated August 12, 2022

Exhibit 99.2

Quarterly Dividend Announcement dated August 12, 2022



    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




MSC Income Fund, Inc.




August 12, 2022



/s/   Jason B. Beauvais


Jason B. Beauvais 

General Counsel