Current Report Filing (8-k)
27 May 2023 - 2:05AM
Edgar (US Regulatory)
___________________________________________
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): May
25, 2023
EQUUS TOTAL RETURN, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware |
814-00098 |
76-0345915 |
| (State or Other Jurisdiction |
(Commission File |
(IRS Employer |
| Of Incorporation) |
Number) |
Identification No.) |
|
700 Louisiana Street, 48th Floor Houston,
Texas |
77020 |
| (Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s telephone number, including area
code: (713) 529-0900
N/A
(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))
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2). ☐
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. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting of Stockholders held on May 25,
2023 (“Annual Meeting”), the stockholders of the Company voted on three proposals which are described in detail in the Company’s
Proxy Statement filed with the Securities and Exchange Commission on April 24, 2023: (i) to elect five director nominees, each for a term
of one year (“Proposal 1”), (ii) to ratify the appointment of BDO USA LLP as the Company’s independent accountants for
the fiscal year ended December 31, 2023 (“Proposal 2”), and (iii) to approve on a non-binding advisory basis, the compensation
paid to the Company’s named executive officers in 2022 (“Proposal 3”).
The number of shares present at the Annual Meeting
in person or by proxy was 12,108,400, or 89.57% of shares outstanding.
A voting report was produced by a representative of
Georgeson LLC serving as Inspector of Elections for the Annual Meeting, certifying the following results:
Proposal 1 (election of directors):
| Board of Directors Nominees |
For |
Withheld |
| Fraser Atkinson |
8,525,564 |
2,368,545 |
| Kenneth I. Denos |
8,525,154 |
2,368,955 |
| Henry W. Hankinson |
8,525,160 |
2,368,949 |
| John A. Hardy |
8,525,160 |
2,368,949 |
| Robert L. Knauss |
8,485,593 |
2,408,516 |
There were no votes against or abstained with respect
to any director nominee.
Proposal 2 (ratification of auditors for fiscal 2023):
| For |
Against |
Abstained |
| 11,676,554 |
51,553 |
380,293 |
Proposal 3 (non-binding approval of executive compensation in 2022):
| For |
Against |
Abstained |
| 7,514,443 |
2,650,071 |
729,595 |
Brokers did not have discretionary voting authority
on Proposals 1 and 3.
On May 26, 2023, the Company issued a press release
announcing the results of the Annual Meeting described in Item 5.07 above. The text of the press release is included as Exhibit 99.1 to
this Current Report and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
99.1 Press release issued on May 26, 2023 by Equus Total Return, Inc.
SIGNATURES
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.
| |
Equus Total Return, Inc. |
| Date: May 26,
2023 |
By: /s/ Kenneth I. Denos |
| |
Name: Kenneth I. Denos |
| |
Title: Secretary |
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