SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 28, 2017
EQUUS TOTAL RETURN, INC.
(Exact Name of Registrant as Specified in its
|(State or Other Jurisdiction
700 Louisiana Street, 48th Floor
|(Address of Principal Executive Offices)
Registrant’s telephone number, including
area code: (713) 529-0900
(Former Name or Former Address, if Changed Since
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 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 28, 2018, the Board of Directors (“Board”)
of Equus Total Return, Inc. (“Equus” or the “Company”) expanded the number of directorships to five and
appointed Kenneth I. Denos to fill the vacancy on the Board. A summary of Mr. Denos’ business background and experience is
Kenneth I. Denos. Mr. Denos, age 49,
has served as Secretary of the Company since 2010 and as Chief Compliance Officer of the Company since July 2011. He has been the
President of Kenneth I. Denos, P.C. since January 2000; he has also previously served as General Counsel for, and as a director
of, two London Stock Exchange traded firms: Tersus Energy plc (LSE: TER) and Healthcare Enterprise Group plc (LSE: HCEG). He is
presently a non-executive director of E-Home Solutions, Inc. (marketer of smart home products and services) since July 2015; and
the CEO of Fuelstream, Inc. (fuel reseller) since September 2015.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Stockholders held on
June 28, 2017 (“Annual Meeting”), the stockholders of the Company voted on three proposals which are described in detail
in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on May 1, 2017: (i) to elect
four 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 auditor for the fiscal year ended December 31, 2017 (“Proposal 2”), and (iii) to
approve on a non-binding advisory basis, the compensation paid to the Company’s named executive officers in 2016 (“Proposal
The number of shares present at the Annual Meeting
in person or by proxy was 11,997,547, or 88.73% of shares outstanding.
A voting report was produced by a representative
of Mackenzie Partners, Inc., serving as Inspector of Elections for the Annual Meeting, certifying the following results:
Proposal 1 (election of directors):
|Board of Directors Nominees
|Henry W. Hankinson
|John A. Hardy
|Robert L. Knauss
There were no votes against or abstained with
respect to any director nominee.
Proposal 2 (ratification of auditors):
Proposal 3 (non-binding approval of executive compensation
Brokers did not have discretionary voting authority
on Proposals 1 and 3.
Item 8.01 Other Events.
On June 30, 2017, the Company issued a press
release announcing the results of the appointment of a director described in Item 5.02 above, as well as 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
Item 9.01 Financial Statements and Exhibits.
99.1 Press release issued on June 30, 2017 by Equus Total Return, Inc.
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 30, 2017
||By: /s/ Kenneth I. Denos|
||Name: Kenneth I. Denos|