MSC Income Fund Inc.

12/11/2024 | Press release | Distributed by Public on 12/11/2024 08:06

Proxy Results Form 8 K

Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 11, 2024, MSC Income Fund, Inc (the "Company") reconvened its special meeting of stockholders (the "Special Meeting"), which was previously adjourned on December 2, 2024 and December 6, 2024. The issued and outstanding shares of stock of the Company entitled to vote at the Special Meeting consisted of the 80,434,891 shares of common stock outstanding on the record date, September 3, 2024. The stockholders of the Company voted on six proposals at the Special Meeting, each of which was approved by the Company's stockholders. The final voting results from the Special Meeting are as follows:
1(i). A proposal to reflect an amendment to the Company's articles of incorporation (the "Charter"), which will become effective upon a listing of the Company's shares of common stock (the "Shares") on a national securities exchange (a "Listing"), to include a provision that would limit the transferability of the Shares outstanding at the time of Listing during the 365-day period following a Listing:
Votes For Votes Against Abstentions
40,350,524 2,293,949 2,791,888
1(ii). A proposal to reflect amendments to the Charter, which will become effective upon a Listing, to delete certain provisions required by, and remove references to, the Omnibus Guidelines promulgated by the North American Securities Administrators Association, Inc. and which will serve to conform certain provisions in the Charter more closely to provisions in the charters of other business development companies whose securities are listed and publicly-traded on a national securities exchange:
Votes For Votes Against Abstentions
40,698,846 1,872,602 2,864,913
1(iii). A proposal to reflect an amendment to the Charter, which will become effective upon a Listing, to delete provisions regarding restrictions and requirements applicable to the Company's distribution reinvestment plan:
Votes For Votes Against Abstentions
40,348,844 2,102,096 2,985,421
1(iv). A proposal to reflect an amendment to the Charter, which will become effective upon a Listing, to delete provisions prohibiting acquisitions of assets in exchange for Shares and restricting certain transactions between the Company and its investment adviser, MSC Adviser I, LLC (the "Adviser"), and its affiliates:
Votes For Votes Against Abstentions
40,345,975 2,166,426 2,923,960
2. A proposal to approve an amended and restated investment advisory and administrative services agreement between the Company and the Adviser, which will become effective upon a Listing:
Votes For Votes Against Abstentions
40,667,928 1,740,864 3,027,569
3. A proposal to authorize flexibility for the Company, with the approval of the Board of Directors, to offer and sell Shares 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 Special Meeting (the "Below-NAV Share Issuance Proposal"):
Votes For Votes Against Abstentions
All Stockholders 37,913,681 4,423,292 3,099,388
Excluding Affiliates 35,583,583 4,423,292 3,099,388
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 Special Meeting; and (2) a majority of the outstanding voting securities of the Company entitled to vote at the Special 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 Special 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.