Current Report Filing (8-k)
June 26 2014 - 6:02AM
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):
June 24, 2014
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.) |
Eight Greenway Plaza, Suite 930, Houston,
Texas |
77046 |
(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))
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Stockholders held on
June 24, 2014 (“Annual Meeting”), the stockholders of Equus Total Return, Inc. (“Equus” or the “Fund”)
voted on three proposals, which are described in detail in the Fund’s Proxy Statement filed with the Securities and Exchange
Commission on April 30, 2014: (i) to elect nine director nominees, each for a term of one year (“Proposal 1”), (ii)
to ratify the appointment of UHY LLP as the Fund’s independent auditor for the fiscal year ended December 31, 2014 (“Proposal
2”), and (iii) to approve on a non-binding advisory basis, the compensation paid to the Fund’s named executive officers
in 2013 (“Proposal 3”).
A voting report was produced by a representative
of Georgeson, 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 |
5,426,685 |
1,782,486 |
0 |
Alessandro Benedetti |
2,464,050 |
4,745,121 |
0 |
Richard F. Bergner |
5,396,747 |
1,812,424 |
0 |
Kenneth I. Denos |
5,417,953 |
1,791,218 |
0 |
Gregory J. Flanagan |
5,425,430 |
1,783,741 |
0 |
Henry W. Hankinson |
5,400,096 |
1,809,075 |
0 |
John A. Hardy |
5,426,951 |
1,782,220 |
0 |
Robert L. Knauss |
5,397,057 |
1,812,114 |
0 |
Bertrand des Pallieres |
2,443,751 |
4,765,420 |
0 |
There were no votes against or abstained with
respect to any director nominee.
Proposal 2 (ratification of auditors):
For |
Against |
Abstained |
Broker Non-Votes |
7,092,589 |
841,712 |
977,453 |
0 |
Proposal 3 (non-binding approval of executive compensation
in 2013):
For |
Against |
Abstained |
Broker Non-Votes |
5,270,268 |
1,796,517 |
144,120 |
0 |
Brokers did not have discretionary voting authority
on Proposal 2.
Item 8.01 Other Events.
On June 25, 2014, the Fund 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 June 25, 2014 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. |
Date: June 25, 2014 |
|
|
|
|
By: /s/ Kenneth I. Denos |
|
|
Name: Kenneth I. Denos |
|
|
Title: Secretary |
Exhibit 99.1
Contact:
Patricia Baronowski
Pristine Advisers, LLC
(631) 756-2486
EQUUS ANNOUNCES RESULTS OF
ANNUAL SHAREHOLDER MEETING
HOUSTON, TX – June 25, 2014 – 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 Tuesday, June 24, 2014. The purpose of the meeting was to: (i) elect nine director nominees, each for a term
of one year; (ii) ratify the appointment of UHY LLP as the Fund’s independent auditor for the fiscal year ended December
31, 2014; and (iii) approve on a non-binding advisory basis, the compensation paid to the Fund’s named executive officers
in 2013.
Holders of 70.32% of the Fund’s outstanding shares were present
in person or represented by proxy at the Annual Meeting and approved the election of the nine director nominees, the appointment
of UHY for fiscal year 2014, and the compensation paid to the Fund’s named executive officers in 2013. 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.
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