Current Report Filing (8-k)
May 08 2020 - 12:26PM
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 7, 2020
EQUUS TOTAL RETURN, INC.
(Exact Name of Registrant as Specified in its
Charter)
Delaware
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814-00098
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76-0345915
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(State or Other Jurisdiction
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(Commission File
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(IRS Employer
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Of Incorporation)
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Number)
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Identification No.)
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700 Louisiana Street, 48th Floor
Houston, Texas
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77020
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(Address of Principal Executive Offices)
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(Zip Code)
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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. ☐
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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At the Annual Meeting of Stockholders held on
May 7, 2020 (“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 April 3, 2020: (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, 2020 (“Proposal 2”), and (iii)
to approve on a non-binding advisory basis, the compensation paid to the Company’s named executive officers in 2019 (“Proposal
3”).
The number of shares present at the Annual Meeting
in person or by proxy was 11,232,723, or 83.09% 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
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For
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Withheld
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Fraser Atkinson
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8,829,688
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533,183
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Kenneth I. Denos
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8,829,688
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533,183
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Henry W. Hankinson
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8,827,912
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534,959
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John A. Hardy
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8,829,688
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533,183
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Robert L. Knauss
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8,827,911
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534,960
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There were no votes against or abstained with
respect to any director nominee.
Proposal 2 (ratification of auditors for fiscal 2020):
For
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Against
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Abstained
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11,026,760
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176,527
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29,436
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Proposal 3 (non-binding approval of executive compensation
in 2019):
For
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Against
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Abstained
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8,756,281
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541,826
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64,764
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Brokers did not have discretionary voting authority
on Proposals 1 and 3.
On May 8, 2020, 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.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
99.1 Press release issued on May 8, 2020 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.
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Equus Total Return, Inc.
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Date: May 8,
2020
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By: /s/ Kenneth I. Denos
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Name: Kenneth I. Denos
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Title: Secretary
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