8-K

___________________________________________

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.

Item 8.01 Other Events.

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

EX-99.1

EXHIBIT 99.1

Contact:

Patricia Baronowski
Pristine Advisers, LLC
(631) 756-2486

EQUUS ANNOUNCES RESULTS OF

ANNUAL STOCKHOLDER MEETING

HOUSTON, TX – May 26, 2023 – Equus Total Return, Inc. (NYSE: EQS) (“Equus” or the “Fund”) announced the results of the Fund’s Annual Meeting of Stockholders which took place on Thursday, May 25, 2023. The purpose of the meeting was to: (i) elect five director nominees, each for a term of one year; (ii) ratify the appointment of BDO USA LLP as the Fund’s independent auditor for the fiscal year ended December 31, 2023; and (iii) approve on a non-binding advisory basis, the compensation paid to the Fund’s named executive officers in 2022.

Holders of 89.57% of the Fund’s outstanding shares were present in person or represented by proxy at the Annual Meeting. A majority of the stockholders approved the election of the five director nominees, the appointment of BDO for fiscal year 2023, and the compensation paid to the Fund’s named executive officers in 2022. The specific voting results of the Annual Meeting are set forth in the Fund’s Current Report on Form 8-K filed today with the Securities and Exchange Commission.

About Equus

The Fund 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 Fund may be obtained from the Fund’s website at www.equuscap.com.

This press release may contain certain forward-looking statements regarding future circumstances. These forward-looking statements are based upon the Fund’s current expectations and assumptions and are subject to various risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements including, in particular, the risks and uncertainties described in the Fund’s filings with the SEC. Actual results, events, and performance may differ. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as to the date hereof. The Fund undertakes no obligation to release publicly any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. The inclusion of any statement in this release does not constitute an admission by the Fund or any other person that the events or circumstances described in such statements are material.