Item 5.07Submission of Matters to a Vote of Security Holders.
On August 5, 2026, MSC Income Fund, Inc. (the “Company”) held its 2026 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 45,345,229 shares of common stock outstanding on the record date, May 18, 2026. 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 five members of the Company’s board of directors (the “Board”) for a term of one
year:
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| | | | Authority Withheld or Abstained from Voting |
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(2)A proposal to authorize flexibility for the Company, with the approval of the Board, to offer and sell shares of the
Company’s 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 definitive proxy statement for the Annual Meeting (the “Below-
NAV Share Issuance Proposal”):
The number of votes cast in favor of the Below-NAV Share Issuance Proposal represents both: (1) a majority of
the outstanding voting securities of the Company entitled to vote at the Annual Meeting; and (2) a majority of the
outstanding voting securities of the Company entitled to vote at the Annual Meeting that are not held by affiliated persons
of the Company. For purposes of the Below-NAV Share Issuance Proposal, the Investment Company Act of 1940, as
amended, defines a “majority of the outstanding voting securities” as the vote of the lesser of: (1) 67% or more of the
voting securities of the Company present at the Annual Meeting, if the holders of more than 50% of the outstanding voting
securities of the Company are present or represented by proxy; or (2) more than 50% of the outstanding voting securities of
the Company.
