8-K
Equus Total Return, Inc. (EQS)
___________________________________________
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 27, 2021
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.) |
| ****<br><br> <br>700 Louisiana Street, 48^th^ Floor Houston, Texas | <br><br> <br><br><br> <br>77020 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, includingarea 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 27, 2021 (“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 30, 2021: (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, 2021 (“Proposal 2”), and (iii) to approve on a non-binding advisory basis, the compensation paid to the Company’s named executive officers in 2020 (“Proposal 3”).
The number of shares present at the Annual Meeting in person or by proxy was 9,570,799, or 70.79% 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 | 7,912,048 | 372,392 |
| Kenneth I. Denos | 7,909,901 | 374,539 |
| Henry W. Hankinson | 7,910,257 | 374,183 |
| John A. Hardy | 7,908,111 | 376,329 |
| Robert L. Knauss | 7,908,479 | 375,961 |
There were no votes against or abstained with respect to any director nominee.
Proposal 2 (ratification of auditors for fiscal 2021):
| For | Against | Abstained |
|---|---|---|
| 9,342,165 | 115,814 | 112,820 |
Proposal 3 (non-binding approval of executive compensationin 2020):
| For | Against | Abstained |
|---|---|---|
| 7,821,425 | 436,696 | 26,319 |
Brokers did not have discretionary voting authority on Proposals 1 and 3.
| Item 8.01 | Other Events. |
|---|
On May 28, 2021, 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 28, 2021 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: June 1,<br> 2021 | By: /s/ Kenneth I. Denos |
| Name: Kenneth I. Denos | |
| Title: Secretary |
Contact:
Patricia Baronowski
Pristine Advisers, LLC
(631) 756-2486
EQUUS ANNOUNCES RESULTS OF
ANNUAL SHAREHOLDER MEETING
HOUSTON, TX – May 28, 2021 – Equus Total Return, Inc. (NYSE: EQS) (“Equus” or the “Company”) announces the results of the Company’s Annual Meeting of Stockholders which took place on Thursday, May 27, 2021. The purpose of the meeting was to consider and approve the following three proposals:
(i) election of the following five director nominees, each for a term of one year:
| · | Fraser Atkinson; |
|---|---|
| · | Kenneth I. Denos; |
| --- | --- |
| · | Henry W. Hankinson; |
| --- | --- |
| · | John A. Hardy; and |
| --- | --- |
| · | Robert L. Knauss; |
| --- | --- |
(ii) ratification of the appointment of BDO USA, LLP (“BDO”) as the Company’s independent accountants for the fiscal year ended December 31, 2021; and
(iii) approval, on a non-binding advisory basis, of the compensation paid to the Company’s named executive officers in 2020.
Holders of 70.8% of the Company’s outstanding shares were present in person or represented by proxy at the Annual Meeting. Of approximately 8.3 million votes, on average, cast with respect to the five nominees for director, each nominee received approximately 7.9 million votes, or 95.2% of such votes cast, with approximately 0.4 million votes, on average, withheld.
The shareholders also approved the appointment of BDO as the Company’s independent accountants for fiscal year 2021. Of approximately 9.6 million votes cast with respect to this proposal, 9.3 million votes, or 97.6%, were cast in favor of the appointment, with 0.1 million votes against, and 0.1 million votes abstaining.
The shareholders also approved a non-binding vote regarding compensation paid to the Company’s named executive officers in 2020. Of approximately 8.3 million votes cast with respect to this proposal, 7.8 million votes, or 94.0%, were cast in favor of such compensation, with 0.4 million votes against, and 0.03 million votes abstaining.
The specific voting results of the Annual Meeting are set forth in the Company’s Current Report on Form 8-K filed today with the Securities and Exchange Commission.
About Equus
The Company is a business development company that trades as a closed-end fund on the New York Stock Exchange, under the symbol "EQS". Additional information on the Company may be obtained from the Company’s website at www.equuscap.com.
This press release maycontain certain forward-looking statements regarding future circumstances. These forward-looking statements are based upon theCompany’s current expectations and assumptions and are subject to various risks and uncertainties that could cause actualresults to differ materially from those contemplated in such forward-looking statements including, in particular, the risks anduncertainties described in the Company’s filings with the SEC. Actual results, events, and performance may differ. Readersare cautioned not to place undue reliance on these forward-looking statements, which speak only as to the date hereof. The Companyundertakes no obligation to release publicly any revisions to these forward-looking statements that may be made to reflect eventsor circumstances after the date hereof or to reflect the occurrence of unanticipated events. The inclusion of any statement inthis release does not constitute an admission by the Company or any other person that the events or circumstances described insuch statements are material.