Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported):   January 7, 2013


HMS Income Fund, Inc.


(Exact name of registrant as specified in its charter)


Maryland 814-00939 45-3999996


(State or other jurisdiction




(I.R.S. Employer

of incorporation) File Number) Identification No.)
2800 Post Oak Blvd, Suite 5000, Houston, Texas   77056-6118


(Address of principal executive offices)



(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)


¨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))





Item 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On January 7, 2013, HMS Income Fund, Inc. (the “Company”) received the resignation of Phil D. Wedemeyer from the board of directors of the Company (the “Board”), effective January 15, 2013. Mr. Wedemeyer tendered his resignation as a result of his acceptance of a position that would make Mr. Wedemeyer no longer qualify as an independent director of the Company. Mr. Wedemeyer served as a member of the Company’s Nominating and Corporate Governance Committee and Conflicts Committee and as the Chairman of the Audit Committee. John O. Niemann, Jr., currently a member of the Company’s Audit Committee, will replace Mr. Wedemeyer as the Chairman of the Audit Committee.








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.
January 11, 2013   By: /s/ Ryan T. Sims      
      Name: Ryan T. Sims
      Title: Chief Financial Officer and Secretary