UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, D.C. 20549
 
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):
 
October 9, 2020
 
HMS Income Fund, Inc.
(Exact name of registrant as specified in its charter)
 
Maryland
(State or other jurisdiction
814-00939
(Commission
45-3999996
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)
 
 
 
2800 Post Oak Blvd, Suite 5000, Houston, Texas
(Address of principal executive offices)
77056-6118
(Zip Code)
Registrant’s telephone number, including area code:
 
(888) 220-6121
 
     Not Applicable
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:
 
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[x] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[ ] 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(s)
Name of each exchange on which registered
None
N/A
N/A

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 October 9, 2020, HMS Income Fund, Inc. (the "Company") held its annual meeting of stockholders (the “Annual Meeting”) at which a quorum was present in person or by proxy. At the Annual Meeting, the Company's stockholders elected the five nominees listed below to serve as directors for a term ending at the 2021 annual meeting of stockholders or until his or her successor has been duly elected and qualifies, or until his or her earlier death, removal or resignation.

The voting results for each of the five persons nominated to serve as directors are as follows:
 
 
For
 
Authority Withheld or Abstained from Voting
Janice E. Walker
 
38,680,002
 
1,929,590
Dwayne L. Hyzak
 
38,615,015
 
1,994,577
Peter Shaper
 
38,642,977
 
1,966,615
John O. Niemann, Jr.
 
38,647,634
 
1,961,958
Gregory R. Geib
 
38,630,211
 
1,979,381

Following the election of directors at the Annual Meeting, the Chairman of the Annual Meeting adjourned the Annual Meeting in order to solicit additional proxies for the proposal to approve the new investment advisory agreement between the Company and MSC Adviser I, LLC (as the Company’s sole investment adviser), on the terms described in the proxy materials for the Annual Meeting. The Annual Meeting will reconvene virtually on October 28, 2020 at 9:00 a.m. Central Time.






 
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.
 

 
 
 
 
 
 
 
HMS Income Fund, Inc.
 
 
 
 
 
 
October 9, 2020
 
By:
/s/ Jeffrey S. Folkerts
 
 
 
 
Name: Jeffrey S. Folkerts
 
 
 
 
Title: Chief Accounting Officer and Treasurer