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): June 28, 2017

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. ☐

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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 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 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	0

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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.

99.1       Press release issued on June 30, 2017 by Equus Total Return, Inc.

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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:  June 30, 2017	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 SHAREHOLDER MEETING

AND RE-APPOINTMENT OF DIRECTOR

HOUSTON, TX – June 30, 2017 – Equus Total Return, Inc. (NYSE: EQS) (“Equus” or the “Company”) announced the results of the Company’s Annual Meeting of Stockholders which took place on Wednesday, June 28, 2017. The purpose of the meeting was to consider and approve the following three proposals:

(i)elect the following four director nominees, each for a term of one year:

· Fraser Atkinson;

· Henry W. Hankinson;

· John A. Hardy; and

· Robert L. Knauss;

(ii)ratify the appointment of BDO USA, LLP (“BDO”) as the Company’s independent auditor for the fiscal year ended December 31, 2017; and

(iii)approve on a non-binding advisory basis, the compensation paid to the Company’s named executive officers in 2016.

Holders of 88.73% of the Company’s outstanding shares were present in person or represented by proxy at the Annual Meeting and approved the election of the four director nominees, the appointment of BDO for fiscal year 2017, and the compensation paid to the Company’s named executive officers in 2016 (non-binding). The specific voting results of the Annual Meeting are set forth in the Company’s Current Report on Form 8-K filed today with the Securities and Exchange Commission.

Following the Annual Meeting, the Board of Directors expanded the number of directorships to five individuals and re-appointed Kenneth I. Denos to fill the vacancy. Mr. Denos had been a member of the Board from June 2008 until the Annual Meeting. He was not a nominee for re-election as a director at the Annual Meeting due to the anticipated acquisition of U.S. Gas & Electric, Inc. by the Company, which transaction was terminated on May 30, 2017.

About Equus

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

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This press release may contain certain forward-looking statements regarding future circumstances. These forward-looking statements are based upon the Company’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 Company’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 Company 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 Company or any other person that the events or circumstances described in such statements are material.