MSC Income Fund Reports 2026 Annual Meeting; Approves Below‑NAV Share Issuance

What Happened

• MSC Income Fund, Inc. (MSIF) filed an 8-K on August 5, 2026 reporting the results of its 2026 annual meeting of stockholders. There were 45,345,229 shares outstanding on the May 18, 2026 record date.
• The company re-elected five directors and obtained stockholder approval to allow the Board, with certain limits, to offer and sell shares of common stock at a price below net asset value (Below‑NAV Share Issuance Proposal) for the next 12 months.

Key Details

• Board elections (votes For / Withheld or Abstained):
  • Robert L. Kay: 22,232,852 For; 2,673,412 Withheld/Abstained
  • Nataly M. Marks: 23,627,751 For; 1,278,513 Withheld/Abstained
  • John O. Niemann, Jr.: 22,196,638 For; 2,709,626 Withheld/Abstained
  • Jeffrey B. Walker: 22,287,193 For; 2,619,071 Withheld/Abstained
  • Dwayne L. Hyzak: 23,585,119 For; 1,321,145 Withheld/Abstained
• Below‑NAV Share Issuance Proposal vote totals (all stockholders): For 18,884,942; Against 4,672,697; Abstentions 1,348,625. Excluding affiliates, For 16,608,070.
• The For vote on the Below‑NAV proposal constituted both a majority of outstanding voting securities and a majority excluding affiliated persons as defined under the Investment Company Act.

Why It Matters

• Approval gives the Board flexibility to issue shares below net asset value for up to 12 months, which can be used for capital-raising or strategic purposes but may dilute net asset value per share for existing shareholders.
• Re-election of the incumbent directors maintains the current board and governance continuity through the next year.
• Investors should note the approved Below‑NAV authority and monitor any future share issuances, which would be disclosed in subsequent filings.