EQUUS TOTAL RETURN, INC. (NYSE:EQS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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 as follows:
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 Companys
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 Companys 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 Companys named executive officers in
2016 (Proposal 3).
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 | For | Withheld | Broker Non-Votes |
Fraser Atkinson | 8,444,022 | 1,128,040 | 2,422,485 |
Henry W. Hankinson | 8,359,698 | 1,212,364 | 2,422,485 |
John A. Hardy | 8,369,608 | 1,202,454 | 2,422,485 |
Robert L. Knauss | 8,441,523 | 1,130,539 | 2,422,485 |
There were no votes against or abstained with respect to any
director nominee.
Proposal 2 (ratification of auditors):
For | Against | Abstained | Broker Non-Votes |
10,796,341 | 677,274 | 520,932 |
Proposal 3 (non-binding approval of executive
compensation in 2016):
For | Against | Abstained | Broker Non-Votes |
8,491,582 | 905,004 | 175,474 | 2,422,487 |
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 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1Press release issued on June 30, 2017 by Equus Total Return,
Inc.
EQUUS TOTAL RETURN, INC. ExhibitEX-99.1 2 ex99_1pressrelease.htm PRESS RELEASE Exhibit 99.1 Contact: Patricia Baronowski Pristine Advisers,…To view the full exhibit click here
About EQUUS TOTAL RETURN, INC. (NYSE:EQS)
Equus Total Return, Inc. (the Fund) is a closed-end management investment company. The Fund is a business development company whose investment objective is to maximize the total return to its stockholders in the form of current investment income and long-term capital gains by investing in the debt and equity securities of small and middle market capitalization companies that are generally not publicly traded at the time of its investment. In addition, it may invest with other co-investors, including private equity firms, business development companies, small business investment companies, venture capital groups, institutional investors and individual investors. It invests in a range of sectors, including energy, media, business products and services, shipping products and services, financial services and others. The Fund’s investments in portfolio securities consist of fixed-rate debt securities, limited liability company investments, common stock, and secured and subordinated debt.