Equus Total Return holders back board, pay plan

Equus Total Return, Inc. reported the results of its annual stockholder meeting held on June 30, 2026.

Rhea-AI Filing Summary

Equus Total Return, Inc. reported the results of its annual stockholder meeting held on June 30, 2026. Stockholders holding 8,838,729 shares, or 63.28% of shares outstanding, were present in person or by proxy, providing a valid quorum.

All five director nominees were elected for one-year terms. Fraser Atkinson received 7,861,056 votes for and 977,673 withheld; Kenneth I. Denos received 4,405,506 for and 4,433,223 withheld; Henry W. Hankinson and John J. May each received 7,858,031 for and 980,698 withheld; and John A. Hardy received 7,604,223 for and 1,234,506 withheld. There were no votes cast against or abstentions for any nominee.

Stockholders also approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers in 2025, with 7,577,686 votes for, 1,219,066 against, and 41,977 abstentions. Brokers did not have discretionary voting authority on either proposal.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares represented at meeting: 8,838,729 shares Quorum percentage: 63.28% Votes for Fraser Atkinson: 7,861,056 votes for; 977,673 withheld +5 more

8 metrics

Shares represented at meeting 8,838,729 shares Present in person or by proxy at annual meeting; 63.28% of shares outstanding

Quorum percentage 63.28% Percentage of shares outstanding represented at June 30, 2026 annual meeting

Votes for Fraser Atkinson 7,861,056 votes for; 977,673 withheld Director election, Proposal 1

Votes for Kenneth I. Denos 4,405,506 votes for; 4,433,223 withheld Director election, Proposal 1

Votes for Henry W. Hankinson 7,858,031 votes for; 980,698 withheld Director election, Proposal 1

Votes for John A. Hardy 7,604,223 votes for; 1,234,506 withheld Director election, Proposal 1

Votes for John J. May 7,858,031 votes for; 980,698 withheld Director election, Proposal 1

Say-on-pay vote totals 7,577,686 for; 1,219,066 against; 41,977 abstained Non-binding approval of 2025 executive compensation, Proposal 2

Key Terms

non-binding advisory basis, Inspector of Elections, brokers did not have discretionary voting authority, Annual Meeting of Stockholders, +1 more

5 terms

non-binding advisory basis regulatory

"to approve on a non-binding advisory basis, the compensation paid to the Company’s named executive officers in 2025"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

Inspector of Elections regulatory

"A voting report was produced by a representative of Georgeson LLC serving as Inspector of Elections for the Annual Meeting"

An inspector of elections is an independent person or firm appointed to oversee and verify shareholder voting at corporate meetings, ensuring ballots and proxies are collected, validated and accurately counted. Like a neutral referee or scoreboard operator, they protect the integrity of votes that decide board members, mergers or other major actions, so investors can trust that outcomes reflect the true will of shareholders.

brokers did not have discretionary voting authority regulatory

"Brokers did not have discretionary voting authority on Proposals 1 or 2"

Annual Meeting of Stockholders regulatory

"At the Annual Meeting of Stockholders held on June 30, 2026"

named executive officers financial

"the compensation paid to the Company’s named executive officers in 2025"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Equus Total Return (EQS) shareholders vote on at the June 30, 2026 meeting?

Shareholders voted on electing five directors for one-year terms and approving, on a non-binding advisory basis, 2025 executive compensation. Both proposals were detailed in the April 30, 2026 proxy statement and were presented at the June 30, 2026 annual meeting.

Were all Equus Total Return (EQS) director nominees elected at the 2026 annual meeting?

Yes, all five director nominees were elected. Vote totals ranged from 4,405,506 to 7,861,056 shares in favor, with the balance withheld. No votes were recorded as "against" and there were no abstentions for any nominee.

How did Equus Total Return (EQS) shareholders vote on 2025 executive compensation?

Shareholders approved 2025 executive compensation on a non-binding advisory basis, with 7,577,686 votes for, 1,219,066 against, and 41,977 abstentions. This “say-on-pay” vote reflects advisory feedback on compensation paid to named executive officers in 2025.

What level of shareholder participation did Equus Total Return (EQS) have at the 2026 annual meeting?

The meeting had 8,838,729 shares present in person or by proxy, representing 63.28% of shares outstanding. This participation level established a quorum, allowing the director elections and the advisory vote on executive compensation to proceed and be certified.

Did brokers have discretionary voting authority on Equus Total Return (EQS) 2026 proposals?

No, brokers did not have discretionary voting authority on either the director election proposal or the advisory vote on 2025 executive compensation. Shares held in brokerage accounts required specific voting instructions from beneficial owners for these proposals.

Who certified the Equus Total Return (EQS) 2026 annual meeting voting results?

A representative of Georgeson LLC, acting as Inspector of Elections for the annual meeting, produced a voting report certifying the results. This certification covered the director elections and the non-binding advisory vote on executive compensation for 2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/02/2026 - 04:00 PM EDT Learn about SEC filing dates

___________________________________________

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 30, 2026

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, 41st 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 June 30, 2026 (“Annual Meeting”), the stockholders of Equus Total Return, Inc. (the “Company”) voted on two proposals which are described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 30, 2026: (i) to elect five director nominees, each for a term of one year (“Proposal 1”), and (ii) to approve on a non-binding advisory basis, the compensation paid to the Company’s named executive officers in 2025 (“Proposal 2”).

The number of shares present at the Annual Meeting in person or by proxy was 8,838,729, or 63.28% 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	7,861,056	977,673
Kenneth I. Denos	4,405,506	4,433,223
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

There were no votes against or abstained with respect to any director nominee.

Proposal 2 (non-binding approval of executive compensation in 2025):

For	Against	Abstained
7,577,686	1,219,066	41,977

Brokers did not have discretionary voting authority on Proposals 1 or 2.

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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:  July 2, 2026	By:  /s/ Kenneth I. Denos
	Name: Kenneth I. Denos
	Title: Secretary

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