EQUUS TOTAL RETURN, INC. 8-K

What Happened
Equus Total Return, Inc. filed an 8-K on July 2, 2026 reporting the results of its Annual Meeting of Stockholders held June 30, 2026. A total of 8,838,729 shares were present in person or by proxy (63.28% of outstanding). Stockholders voted to elect five director nominees and to approve, on a non‑binding advisory basis, the company’s 2025 executive compensation.

Key Details

• Shares present: 8,838,729 (63.28% of shares outstanding).
• Director election vote counts (For / Withheld):
  • Fraser Atkinson: 7,861,056 / 977,673
  • Kenneth I. Denos: 4,405,506 / 4,433,223 (nearly split)
  • Henry W. Hankinson: 7,858,031 / 980,698
  • John A. Hardy: 7,604,223 / 1,234,506
  • John J. May: 7,858,031 / 980,698
  • No votes against or abstentions were recorded for any nominee.
• Advisory vote on 2025 executive compensation: For 7,577,686; Against 1,219,066; Abstained 41,977.
• Georgeson LLC served as Inspector of Elections; brokers did not have discretionary voting authority on either proposal.

Why It Matters
Board elections determine who will oversee the company’s strategy and decisions; the results show broad support for four nominees and a near-even split for Kenneth I. Denos, which may indicate some shareholder dissent. The non‑binding approval of 2025 executive pay (say-on-pay) received majority support, signaling general shareholder acceptance of compensation policies, though a meaningful minority voted against. These outcomes are relevant for investors monitoring governance, board composition, and shareholder sentiment.