MSC Income Fund Re-Elects Directors
Investor support enables MSC to preserve capital-raising flexibility amid evolving market conditions.
September 10, 2025
Board Re-Elections and Shareholder Support
On September 9, MSC Income Fund held its 2025 annual stockholder meeting. The agenda focused on two key items: voting to re-elect board members and granting the company authority to issue shares below net asset value (NAV) under specific conditions. Shareholders approved both.
All four director nominees—Robert L. Kay, John O. Niemann, Jr., Jeffrey B. Walker, and Dwayne L. Hyzak—were re-elected to one-year terms. Each received strong support, with votes in favor ranging from 23.3 million to 23.7 million. Opposition and abstentions were limited, with fewer than 1.8 million votes withheld for any nominee.
Authorization to Issue Shares Below NAV
The second proposal on the ballot—approving a share issuance below NAV—gives MSC flexibility to raise capital over the next 12 months if market conditions warrant it. This type of issuance requires approval from a majority of all shareholders and a majority of shareholders excluding those affiliated with the company. Both thresholds were met. Roughly 19.1 million total votes and 17.5 million unaffiliated votes backed the measure.
The approval aligns with guidelines set by the Investment Company Act of 1940, which lays out specific criteria for this kind of authorization. MSC now has the option to move quickly if pricing conditions shift, giving the board discretion to act within the approved timeframe. Details on how this authority can be used—including limitations and protective measures for shareholders—are outlined in the company’s proxy materials.
The outcome of the meeting shows clear alignment between the board and shareholders. With re-elected leadership and a broader capital-raising toolkit, MSC is positioned to stay responsive as market dynamics evolve.
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