UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

__________________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 1, 2023

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Main Street Capital Corporation

(Exact name of registrant as specified in its charter)

Maryland	001-33723	41-2230745
(State or other jurisdiction<br><br>of incorporation)	(Commission File Number)	(IRS Employer Identification No.)		1300 Post Oak Boulevard, 8th Floor, Houston, Texas	77056
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(Address of principal executive offices)	(Zip Code)

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

Not Applicable

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(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:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	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
Common Stock, par value $0.01 per share	MAIN	New York Stock Exchange

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 o

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. o

Item 5.07	Submission of Matters to a Vote of Security Holders.

On May 1, 2023, Main Street Capital Corporation (“Main Street”) held its 2023 annual meeting of stockholders (the “Annual Meeting”). The issued and outstanding shares of stock of Main Street entitled to vote at the Annual Meeting consisted of the 79,549,951 shares of common stock outstanding on the record date, February 28, 2023. The common stockholders of Main Street voted on five matters at the Annual Meeting. The final voting results from the Annual Meeting are as follows:

1.A proposal to elect each of the members of Main Street’s Board of Directors for a term of one year:

	Votes For	Votes Against	Abstentions	Broker Non-Votes
J. Kevin Griffin	23,635,700	1,278,926	266,944	28,807,237
John E. Jackson	24,439,453	474,049	268,068	28,807,237
Brian E. Lane	23,048,624	1,867,597	265,352	28,807,234
Dunia A. Shive	24,010,776	899,066	271,730	28,807,235
Stephen B. Solcher	24,441,822	459,077	280,672	28,807,236
Vincent D. Foster	23,967,908	947,839	265,827	28,807,233
Dwayne L. Hyzak	24,473,229	440,158	268,183	28,807,237

2.A proposal to ratify the appointment of Grant Thornton LLP as Main Street’s independent registered public accounting firm for the year ending December 31, 2023:

Votes For	Votes Against	Abstentions
53,077,086	556,107	355,614

3.A proposal to approve, on an advisory basis, the compensation of Main Street’s named executive officers:

Votes For	Votes Against	Abstentions	Broker Non-Votes
21,869,567	2,604,116	707,870	28,807,254

4.A proposal to approve, on an advisory basis, the frequency of future advisory votes on executive compensation:

One Year	Two Years	Three Years	Abstain	Broker Non-Votes
23,280,298	447,957	856,131	597,174	28,807,247

5.A proposal to approve an amendment to Main Street’s Articles of Amendment and Restatement to allow stockholders to amend Main Street’s bylaws by a majority vote of the outstanding shares entitled to be cast on the matter:

Votes For	Votes Against	Abstentions	Broker Non-Votes
24,043,679	718,668	419,227	28,807,233
Item 8.01	Other Events.
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On May 2, 2023, the Registrant issued a press release. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits

99.1	Press release dated May 2, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

	Main Street Capital Corporation
Date: May 2, 2023	By:	/s/ Jason B. Beauvais
		Name:    Jason B. Beauvais
		Title:      General Counsel

Document

Exhibit 99.1

NEWS RELEASE
Contacts:<br><br>Main Street Capital Corporation<br><br>Dwayne L. Hyzak, CEO, dhyzak@mainstcapital.com<br><br>Jesse E. Morris, CFO and COO, jmorris@mainstcapital.com<br><br>713-350-6000<br><br>Dennard Lascar Investor Relations<br><br>Ken Dennard / ken@dennardlascar.com<br><br>Zach Vaughan / zvaughan@dennardlascar.com<br><br>713-529-6600

Main Street Announces Third Quarter 2023 Regular Monthly Dividends, Including a Monthly Dividend Increase, and Supplemental Dividend Payable in June 2023

Regular Monthly Dividends of $0.23 per Share for each of

July, August and September 2023

Monthly Dividends Represent a 2.2% Increase Compared to Second Quarter 2023 and a 7.0% Increase Compared to Third Quarter 2022

Supplemental Dividend of $0.225 per Share Payable in June 2023

HOUSTON, May 2, 2023 – Main Street Capital Corporation (NYSE: MAIN) (“Main Street”) is pleased to announce that its Board of Directors declared regular monthly cash dividends of $0.23 per share for each of July, August and September 2023. These monthly dividends, which will be payable pursuant to the table below, total $0.69 per share for the third quarter of 2023 and represent a 2.2% increase from the regular monthly dividends declared for the second quarter of 2023 and a 7.0% increase from the regular monthly dividends paid in the third quarter of 2022. Since its October 2007 initial public offering, Main Street has periodically increased the amount of its regular monthly dividends paid per share and has never reduced its regular monthly dividend amount per share.

Summary of Third Quarter 2023 Regular Monthly Dividends

Declared	Ex-Dividend Date	Record Date	Payment Date	Amount Per Share
5/1/2023<br>5/1/2023<br>5/1/2023	7/6/2023<br>8/7/2023<br>9/7/2023	7/7/2023<br>8/8/2023<br>9/8/2023	7/14/2023<br>8/15/2023<br>9/15/2023	$0.23<br>$0.23<br>$0.23
		Total for Third Quarter 2023:		$0.69

In addition to the regular monthly dividends for the third quarter of 2023, the Board of Directors declared a supplemental cash dividend of $0.225 per share payable in June 2023. This supplemental cash dividend, which will be payable as set forth in the table below, will be paid out of Main Street’s undistributed taxable income (taxable income in excess of dividends paid) as of March 31, 2023.

Supplemental Cash Dividend Payable in June 2023

Declared	Ex-Dividend Date	Record Date	Payment Date	Amount Per Share
5/1/2023	6/20/2023	6/21/2023	6/28/2023	$0.225

Including all dividends declared to date, including the third quarter 2023 regular monthly dividend and the June 2023 supplemental dividend, Main Street will have paid $37.56 per share in cumulative cash dividends since its October 2007 initial public offering at $15.00 per share.

The final determination of the tax attributes for dividends each year are made after the close of the tax year. The final tax attributes for 2023 dividends are currently expected to include a combination of ordinary taxable income and qualified dividends and may include capital gains and return of capital.

Main Street maintains a dividend reinvestment and direct stock purchase plan (the “Plan”). The dividend reinvestment feature of the Plan (the “DRIP”) provides for the reinvestment of dividends on behalf of Main Street’s registered stockholders who hold their shares with Main Street’s transfer agent and registrar, American Stock Transfer and Trust Company, or certain brokerage firms that have elected to participate in the DRIP. Under the DRIP, if Main Street declares a dividend, registered stockholders who have not “opted out” of the DRIP by the dividend record date will have their dividend automatically reinvested into additional shares of Main Street common stock. The direct stock purchase feature of the Plan (the “DSPP”) provides investors with a convenient and economical method to purchase shares of Main Street common stock. More information about the Plan (including the DSPP prospectus) can be found on the Main Street website (https://ir.mainstcapital.com/dividend-reinvestment-and-direct-stock-purchase-plan).

ABOUT MAIN STREET CAPITAL CORPORATION

Main Street (www.mainstcapital.com) is a principal investment firm that primarily provides long-term debt and equity capital to lower middle market companies and debt capital to middle market companies. Main Street’s portfolio investments are typically made to support management buyouts, recapitalizations, growth financings, refinancings and acquisitions of companies that operate in diverse industry sectors. Main Street seeks to partner with entrepreneurs, business owners and management teams and generally provides “one stop” financing alternatives within its lower middle market investment strategy. Main Street’s lower middle market companies generally have annual revenues between $10 million and $150 million. Main Street’s middle market debt investments are made in businesses that are generally larger in size than its lower middle market portfolio companies.

Main Street, through its wholly owned portfolio company MSC Adviser I, LLC (“MSC Adviser”), also maintains an asset management business through which it manages investments for external parties. MSC Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended.

FORWARD-LOOKING STATEMENTS

This press release may contain certain forward-looking statements, including but not limited to the continued payment and growth of future dividends and the potential tax attributes for 2023 dividends. Any such statements other than statements of historical fact are likely to be affected by other unknowable future events and conditions, including elements of the future that are or are not under Main Street’s control, and that Main Street may or may not have considered; accordingly, such statements cannot be guarantees or assurances of any aspect of future performance. Actual performance and results could vary materially from these estimates and projections of the future as a result of a number of factors, including those described from time to time in Main Street’s filings with the Securities and Exchange Commission. Such statements speak only as of the time when made and are based on information available to Main Street as of the date hereof and are qualified in their entirety by this cautionary statement. Main Street assumes no obligation to revise or update any such statement now or in the future.

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