UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
811-22072
Investment Company Act file number
The Cushing MLP Total Return Fund
(Exact name of registrant as specified in charter)
8117 Preston Road, Suite 440
Dallas, TX 75225
(Address of principal executive offices) (Zip code)
The Cushing MLP Total Return Fund
8117 Preston Road, Suite 440
Dallas, TX 75225
(Name and address of agent for service)
Registrant's telephone number, including area code: 214-692-6634
Date of fiscal year end: November 30
Date of reporting period: June 30, 2012
Item 1. Proxy Voting Record.
Name of Fund: | | Cushing MLP Total Return Fund | |
Period: | | July 2011 through June 2012 | |
| | | |
Company Name | Meeting Date | CUSIP | Ticker |
Atlas Energy LP | 4/26/2012 | 04930A-104 | ATLS |
| | | |
Vote | MRV | Proposal | Proposed by Issuer or Security Holder |
| For | Directors | Issuer |
For | | 1. Dennis A. Holtz | |
For | | 2. William G. Karis | |
For | | 3. Harvey G. Magarick | |
| | | |
| For | | |
Abstain | | Ratification of the selection of Grant Thornton LLP as the partnership's independent registered public accounting firm for the fiscal year 2012 | |
| For | | |
For | | Approval of the compensation of our executive officers including our compensation practices and principles and their implementation | |
| | | |
| 1 Year | | |
3 Years | | Frequency of advisory votes on executive compensation. | |
| | | |
Company Name | Meeting Date | CUSIP | Ticker |
BreitBurn Energy Partners LP | 6/21/2012 | 106776-107 | BBEP |
| | | |
Vote | MRV | Proposal | Proposed by Issuer or Security Holder |
| For | Directors | Issuer |
For | | 1. John R. Butler | |
For | | 2. Gregory J. Moroney | |
| | | |
| For | | |
For | | Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2012 | |
| | | |
Company Name | Meeting Date | CUSIP | Ticker |
Buckeye Partners L.P. | 6/5/2012 | 18230-101 | BPL |
| | | |
Vote | MRV | Proposal | Proposed by Issuer or Security Holder |
| For | Director | Issuer |
For | | 1. Pieter Bakker | |
For | | 2. C.Scott Hobbs | |
For | | 3. Mark C. McKinley | |
| | | |
| For | | |
For | | The ratification of the selection of Deloitte & Touche LLP as Buckeye Partners, LP's independent registered public accountants for 2012 | |
| | | |
Company Name | Meeting Date | CUSIP | Ticker |
Copano Energy, L.L.C. | 5/17/2012 | 217202-100 | CPNO |
| | | |
Vote | MRV | Proposal | Proposed by Issuer or Security Holder |
| For | Directors | Issuer |
For | | 1. James G. Crump | |
For | | 2. Ernie L. Danner | |
For | | 3. Scott A. Griffiths | |
For | | 4. Michael L. Johnson | |
For | | 5. Michael G. Macdougall | |
For | | 6. R. Bruce Northcutt | |
For | | 7. T. William Porter | |
For | | 8. William L. Thacker | |
| | | |
| For | | |
For | | Ratification of Deloitte & Touche LLP as our independent registered public accounting firm for 2012. | |
| | | |
Company Name | Meeting Date | CUSIP | Ticker |
El Paso Corp. | 3/6/2012 | 28336L-109 | EP |
| | | |
Vote | MRV | Proposal | Proposed by Issuer or Security Holder |
| For | | Issuer |
For | | Agreement and Plan of Merger by El Paso Corporation (El Paso), Sirius Holdings Merger Corporation, Kinder Morgan, Inc., Sherpa Merger Sub, Inc. and Sherpa Acquisition, LLC (Merger Agreement) and Agreement and Plan of Merger by and among El Paso, Sirius Holdings Merger Corporation & Siruis Merger Corporation (First Merger Agreement) | |
| | | |
| For | | |
For | | To approve any adjournment of the special meeting, if necessary, to solicit additional proxies in favor of the proposal to adopt the merger agreement and the first merger agreement | |
| | | |
| For | | |
For | | To approve on an advisory (non-binding) basis the compensation that may be paid or become payable to El Paso's named executive officers that is based on or otherwise relates to proposed transactions. | |
| | | |
Company Name | Meeting Date | CUSIP | Ticker |
Kinder Morgan Management, LLC | 5/9/2012 | 49456B-101 | KMR |
| | | |
Vote | MRV | Proposal | Proposed by Issuer or Security Holder |
| For | Directors | Issuer |
For | | 1. Richard D. Kinder | |
For | | 2. C. Park Shaper | |
For | | 3. Steven J. Kean | |
For | | 4. Henry Cornell | |
For | | 5. Deborah A. MacDonald | |
For | | 6. Michael Miller | |
For | | 7. Michael C. Morgan | |
For | | 8. Kenneth A. Pontarelli | |
For | | 9. Fayez Sarofim | |
For | | 10. Joel V. Staff | |
For | | 11. John Stokes | |
For | | 12. R. Baran Tekkora | |
For | | 13. Glenn A. Yougkin | |
| | | |
| For | | |
For | | The ratification of the selection of PricewaterhouseCoopers, LLP as our independent registered public accounting firm for 2012. | |
| | | |
| For | | |
For | | The approval, on an advisory basis, of the compensation of our named executive officers. | |
| | | |
| 3 Years | | |
3 Years | | The frequency with which we will hold an advisory vote on the compensation of our named executive officers. | |
| | | |
Company Name | Meeting Date | CUSIP | Ticker |
Legacy Reserves, LP | 5/9/2012 | 524707-304 | LGCY |
| | | |
Vote | MRV | Proposal | Proposed by Issuer or Security Holder |
| For | Directors | Issuer |
For | | 1. Cary D. Brown | |
For | | 2. Kyle A. McGraw | |
For | | 3. Dale A. Brown | |
For | | 4. G. Larry Lawrence | |
For | | 5. William D. Sullivan | |
For | | 6. William R. Granberry | |
For | | 7. Kyle D. Vann | |
| | | |
| For | | |
For | | Ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012 | |
| | | |
Company Name | Meeting Date | CUSIP | Ticker |
Linn Energy, LLC | 4/24/2012 | 536020-100 | LINE |
| | | |
Vote | MRV | Proposal | Proposed by Issuer or Security Holder |
| For | Directors | Issuer |
For | | 1. George A. Alcorn | |
For | | 2. Mark E. Ellis | |
For | | 3. Terrence S. Jacobs | |
For | | 4. Michael C. Linn | |
For | | 5. Joseph P. McCoy | |
For | | 6. Jeffrey C. Swoveland | |
| | | |
| For | | |
For | | Ratification of appointment of KPMG LLP as independent public accountants for the fiscal year ending December 31, 2012. | |
| | | |
Company Name | Meeting Date | CUSIP | Ticker |
Magellan Midstream Partners, LP | 4/24/2012 | 559080-106 | MMP |
| | | |
Vote | MRV | Proposal | Proposed by Issuer or Security Holder |
| For | Directors | Issuer |
For | | 1. Robert G. Croyle | |
For | | 2. Barry R. Pearl | |
| | | |
| For | | |
For | | Advisory resolution to approve executive compensation | |
| | | |
| For | | |
For | | Ratification of appointment of independent auditor. | |
| | | |
Company Name | Meeting Date | CUSIP | Ticker |
Markwest Energy Partners, LP | 6/1/2012 | 570759-100 | MWE |
| | | |
Vote | MRV | Proposal | Proposed by Issuer or Security Holder |
| For | Directors | Issuer |
For | | 1. Frank M. Semple | |
For | | 2. Donald D. Wolf | |
For | | 3. Keith E. Bailey | |
For | | 4. Michael L. Beatty | |
For | | 5. Charles K. Dempster | |
For | | 6. Donald C. Heppermann | |
For | | 7. Randall J. Larson | |
For | | 8. Anne E. Fox Mounsey | |
For | | 9. William P. Nicoletti | |
| | | |
| For | | |
For | | To approve an amendment to the partnership's 2008 long-term incentive plan to increase the number of common units available for issurance under the plan from 2.5 million to 3.7 million. | |
| | | |
| For | | |
For | | Ratification of Deloitte & Touche LLP as the partnerships independent registered public accountants for the fiscal year ending December 31, 2012 | |
| | | |
Company Name | Meeting Date | CUSIP | Ticker |
Navios Maritime Partners, LP | 11/22/2011 | Y62667-102 | NMM |
| | | |
| | | |
Vote | MRV | Proposal | Proposed by Issuer or Security Holder |
| For | Director | Issuer |
For | | 1. Serafeim Kriempardis | |
| | | |
| For | | |
For | | Proposal to ratify the appointment of Pricewaterhousecoopers as the company's independent public accountants for the fiscal year ending December 31, 2011. | |
| | | |
Company Name | Meeting Date | CUSIP | Ticker |
Oneok, Inc. | 5/23/2012 | 682680-103 | OKE |
| | | |
Vote | MRV | Proposal | Proposed by Issuer or Security Holder |
| For | Directors | Issuer |
For | | 1. James C. Day | |
For | | 2. Julie H. Edwards | |
For | | 3. William L. Ford | |
For | | 4. John W. Gibson | |
For | | 5. Bert H. Mackie | |
For | | 6. Steven J. Malcolm | |
For | | 7. Jim W. Mogg | |
For | | 8. Pattye L. Moore | |
For | | 9. Gary D. Parker | |
For | | 10. Eduardo A. Rodriguez | |
For | | 11. Gerald B. Smith | |
For | | 12. David J. Tippeconnic | |
| | | |
| For | | |
For | | Ratification of the selection of PricewaterhouseCoopers, LLP as the independent registered public accounting firm of Oneok, Inc. for the year ending December 31, 2012 | |
| | | |
| For | | |
For | | A proposal to approve additional shares for issuance under the Oneok, Inc. employee stock award program. | |
| | | |
| For | | |
For | | A proposal to amend and restate the Oneok, Inc. employee stock purchase plan to increase the number of shares authorized for issuance under the plan. | |
| | | |
| For | | |
For | | A proposal to amend the Oneok, Inc. certificate of incorporation to increase the number of authorized shares of common stock. | |
| | | |
| For | | |
For | | Advisory vote to approve the company's executive compensation | |
| | | |
Company Name | Meeting Date | CUSIP | Ticker |
Regency Energy Partners LP | 12/16/2011 | 75885Y-107 | RGNC |
| | | |
Vote | MRV | Proposal | Proposed by Issuer or Security Holder |
| For | | Issuer |
For | | Approval of the terms of the Regency Energy Partners LP 2011 Long-Term Incentive Plan, which provides for awards of options, all as more fully described in the proxy statement | |
| | | |
Company Name | Meeting Date | CUSIP | Ticker |
Targa Resources, LP | 5/25/2012 | 87612G-101 | TRGP |
| | | |
Vote | MRV | Proposal | Proposed by Issuer or Security Holder |
| For | Directors | Issuer |
For | | 1. In Seon Hwang | |
For | | 2. Joe Bob Perkins | |
For | | 3. Ershel C. Redd, Jr. | |
| | | |
| For | | |
For | | To ratify the selection of Pricewaterhousecoopers LLP as the company's independent registered public accountants for 2012 | |
| | | |
Company Name | Meeting Date | CUSIP | Ticker |
Vanguard Natural Resources LLC | 6/15/2012 | 92205F-106 | VNR |
| | | |
Vote | MRV | Proposal | Proposed by Issuer or Security Holder |
| For | Directors | Issuer |
For | | 1. W. Richard Anderson | |
For | | 2. Loren Singletary | |
For | | 3. Bruce W. McCullough | |
For | | 4. John R. McGoldrick | |
For | | 5. Scott W. Smith | |
| | | |
| For | | |
For | | To ratify the appointment of BDO USA, LLP as our independent registered public accounting firm for 2012. | |
| | | |
| For | | |
For | | To approve the amendment to Vanguard Natural Resources, LLC Long-Term Incentive Plan. | |
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) The Cushing MLP Total Return Fund
By (Signature and Title) /s/ Jerry V. Swank
Jerry V. Swank
Chief Executive Officer and President
Date August 24, 2012