UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number: 811-23205
FS Energy Total Return Fund
(Exact name of registrant as specified in charter)
201 Rouse Boulevard Philadelphia, Pennsylvania (Address of principal executive offices) |
19112 (Zip code) |
Michael C. Forman
FS Energy Total Return Fund
201 Rouse Boulevard
Philadelphia, Pennsylvania 19112
(Name and address of agent for service)
Registrant’s telephone number, including area code: (215) 495-1185
Date of fiscal year end: October 31
Date of reporting period: July 1, 2017 – June 30, 2018
Item 1. Proxy Voting Record.
The following details FS Energy Total Return Fund’s proxy voting record for the period from July 1, 2017 through June 30, 2018:
| Issuer | Veresen Inc. |
| Ticker | VSN |
| CUSIP | 92340R106 |
| ISIN | CA92340R1064 |
| Meeting Date | July 11, 2017 |
| Item No. | Proposal | Proposed By | Vote | For / Against Management |
| 1 | Approve Acquisition by Pembina Pipeline Corporation | Management | For | For |
| Issuer | Hoegh LNG Partners LP |
| Ticker | HMLP |
| CUSIP | Y3262R100 |
| ISIN | MHY3262R1009 |
| Meeting Date | September 15, 2017 |
| Item No. | Proposal | Proposed By | Vote | For / Against Management |
| 1 | Elect Director David Spivak | Management | For | For |
| Issuer | Western Gas Partners, LP |
| Ticker | WES |
| CUSIP | 958254104 |
| ISIN | US9582541044 |
| Meeting Date | October 17, 2017 |
| Item No. | Proposal | Proposed By | Vote | For / Against Management |
| 1 | Approve Omnibus Stock Plan | Management | Against | Against |
| 2 | Adjourn Meeting | Management | Against | Against |
| Issuer | TransCanada Corporation |
| Ticker | TRP |
| CUSIP | 89353D107 |
| ISIN | CA89353D1078 |
| Meeting Date | April 27, 2018 |
| Item No. | Proposal | Proposed By | Vote | For / Against Management |
| 1 | Elect Director Kevin E. Benson | Management | For | For |
| 2 | Elect Director Stephan Cretier | Management | For | For |
| 3 | Elect Director Russell K. Girling | Management | For | For |
| 4 | Elect Director S. Barry Jackson | Management | For | For |
| 5 | Elect Director John E. Lowe | Management | For | For |
| 6 | Elect Director Paula Rosput Reynolds | Management | For | For |
| 7 | Elect Director Mary Pat Salomone | Management | For | For |
| 8 | Elect Director Indira V. Samarasekera | Management | For | For |
| 9 | Elect Director D. Michael G. Stewart | Management | For | For |
| 10 | Elect Director Siim A. Vanaselja | Management | For | For |
| 11 | Elect Director Thierry Vandal | Management | For | For |
| 12 | Approve KPMG LLP as Auditors and Authorize Board to Fix Their Remuneration | Management | For | For |
| 13 | Advisory Vote on Executive Compensation Approach | Management | For | For |
| 14 | SP 1: Report on Climate Change | Share Holder | For | For |
| Issuer | AltaGas Ltd. |
| Ticker | ALA |
| CUSIP | 021361100 |
| ISIN | CA0213611001 |
| Meeting Date | May 01, 2018 |
| Item No. | Proposal | Proposed By | Vote | For / Against Management |
| 1 | Elect Director Catherine M. Best | Management | For | For |
| 2 | Elect Director Victoria A. Calvert | Management | For | For |
| 3 | Elect Director David W. Cornhill | Management | For | For |
| 4 | Elect Director Allan L. Edgeworth | Management | For | For |
| 5 | Elect Director Daryl H. Gilbert | Management | For | For |
| 6 | Elect Director David M. Harris | Management | For | For |
| 7 | Elect Director Robert B. Hodgins | Management | For | For |
| 8 | Elect Director Phillip R. Knoll | Management | For | For |
| 9 | Elect Director M. Neil McCrank | Management | For | For |
| 10 | Approve Ernst & Young LLP as Auditors and Authorize Board to Fix Their Remuneration | Management | For | For |
| 11 | Advisory Vote on Executive Compensation Approach | Management | For | For |
| Issuer | Occidental Petroleum Corporation |
| Ticker | OXY |
| CUSIP | 674599105 |
| ISIN | US6745991058 |
| Meeting Date | May 04, 2018 |
| Item No. | Proposal | Proposed By | Vote | For / Against Management |
| 1 | Elect Director Spencer Abraham | Management | For | For |
| 2 | Elect Director Howard I. Atkins | Management | For | For |
| 3 | Elect Director Eugene L. Batchelder | Management | For | For |
| 4 | Elect Director John E. Feick | Management | For | For |
| 5 | Elect Director Margaret M. Foran | Management | For | For |
| 6 | Elect Director Carlos M. Gutierrez | Management | For | For |
| 7 | Elect Director Vicki Hollub | Management | For | For |
| 8 | Elect Director William R. Klesse | Management | For | For |
| 9 | Elect Director Jack B. Moore | Management | For | For |
| 10 | Elect Director Avedick B. Poladian | Management | For | For |
| 11 | Elect Director Elisse B. Walter | Management | For | For |
| 12 | Advisory Vote to Ratify Named Executive Officers’ Compensation | Management | For | For |
| 13 | Amend Omnibus Stock Plan | Management | For | For |
| 14 | Ratify KPMG LLP as Auditors | Management | For | For |
| Issuer | Pembina Pipeline Corporation |
| Ticker | PPL |
| CUSIP | 706327103 |
| ISIN | CA7063271034 |
| Meeting Date | May 04, 2018 |
| Item No. | Proposal | Proposed By | Vote | For / Against Management |
| 1 | Elect Director Anne-Marie N. Ainsworth | Management | For | For |
| 2 | Elect Director Douglas J. Arnell | Management | For | For |
| 3 | Elect Director Michael (Mick) H. Dilger | Management | For | For |
| 4 | Elect Director Randall J. Findlay | Management | For | For |
| 5 | Elect Director Maureen E. Howe | Management | For | For |
| 6 | Elect Director Gordon J. Kerr | Management | For | For |
| 7 | Elect Director David M.B. LeGresley | Management | For | For |
| 8 | Elect Director Robert B. Michaleski | Management | For | For |
| 9 | Elect Director Leslie A. O’Donoghue | Management | For | For |
| 10 | Elect Director Bruce D. Rubin | Management | For | For |
| 11 | Elect Director Jeffrey T. Smith | Management | For | For |
| 12 | Elect Director Henry W. Sykes | Management | For | For |
| 13 | Approve KPMG LLP as Auditors and Authorize Board to Fix Their Remuneration | Management | For | For |
| 14 | Advisory Vote on Executive Compensation Approach | Management | For | For |
| Issuer | Enbridge Inc. |
| Ticker | ENB |
| CUSIP | 29250N105 |
| ISIN | CA29250N1050 |
| Meeting Date | May 09, 2018 |
| Item No. | Proposal | Proposed By | Vote | For / Against Management |
| 1 | Elect Director Pamela L. Carter | Management | For | For |
| 2 | Elect Director Clarence P. Cazalot, Jr. | Management | For | For |
| 3 | Elect Director Marcel R. Coutu | Management | For | For |
| 4 | Elect Director Gregory L. Ebel | Management | For | For |
| 5 | Elect Director J. Herb England | Management | For | For |
| 6 | Elect Director Charles W. Fischer | Management | For | For |
| 7 | Elect Director V. Maureen Kempston Darkes | Management | For | For |
| 8 | Elect Director Michael McShane | Management | For | For |
| 9 | Elect Director Al Monaco | Management | For | For |
| 10 | Elect Director Michael E.J. Phelps | Management | For | For |
| 11 | Elect Director Dan C. Tutcher | Management | For | For |
| 12 | Elect Director Catherine L. Williams | Management | For | For |
| 13 | Approve PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Their Remuneration | Management | For | For |
| 14 | Advisory Vote on Executive Compensation Approach | Management | For | For |
| 15 | Advisory Vote on Say on Pay Frequency | Management | One Year | One Year |
| Issuer | Kinder Morgan, Inc. |
| Ticker | KMI |
| CUSIP | 49456B101 |
| ISIN | US49456B1017 |
| Meeting Date | May 09, 2018 |
| Item No. | Proposal | Proposed By | Vote | For / Against Management |
| 1 | Elect Director Richard D. Kinder | Management | For | For |
| 2 | Elect Director Steven J. Kean | Management | For | For |
| 3 | Elect Director Kimberly A. Dang | Management | For | For |
| 4 | Elect Director Ted A. Gardner | Management | For | For |
| 5 | Elect Director Anthony W. Hall, Jr. | Management | For | For |
| 6 | Elect Director Gary L. Hultquist | Management | For | For |
| 7 | Elect Director Ronald L. Kuehn, Jr. | Management | For | For |
| 8 | Elect Director Deborah A. Macdonald | Management | For | For |
| 9 | Elect Director Michael C. Morgan | Management | For | For |
| 10 | Elect Director Arthur C. Reichstetter | Management | For | For |
| 11 | Elect Director Fayez Sarofim | Management | For | For |
| 12 | Elect Director C. Park Shaper | Management | For | For |
| 13 | Elect Director William A. Smith | Management | For | For |
| 14 | Elect Director Joel V. Staff | Management | For | For |
| 15 | Elect Director Robert F. Vagt | Management | For | For |
| 16 | Elect Director Perry M. Waughtal | Management | For | For |
| 17 | Ratify PricewaterhouseCoopers LLP as Auditors | Management | For | For |
| 18 | Advisory Vote to Ratify Named Executive Officers’ Compensation | Management | For | For |
| 19 | Advisory Vote on Say on Pay Frequency | Management | One Year | Three Years |
| 20 | Report on Methane Emissions Management | Share Holder | For | Against |
| 21 | Report on Sustainability | Share Holder | For | Against |
| 22 | Assess Portfolio Impacts of Policies to Meet 2 Degree Scenario | Share Holder | For | Against |
| Issuer | The Williams Companies, Inc. |
| Ticker | WMB |
| CUSIP | 969457100 |
| ISIN | US9694571004 |
| Meeting Date | May 10, 2018 |
| Item No. | Proposal | Proposed By | Vote | For / Against Management |
| 1 | Elect Director Alan S. Armstrong | Management | For | For |
| 2 | Elect Director Stephen W. Bergstrom | Management | For | For |
| 3 | Elect Director Stephen I. Chazen | Management | For | For |
| 4 | Elect Director Charles I. Cogut | Management | For | For |
| 5 | Elect Director Kathleen B. Cooper | Management | For | For |
| 6 | Elect Director Michael A. Creel | Management | For | For |
| 7 | Elect Director Peter A. Ragauss | Management | For | For |
| 8 | Elect Director Scott D. Sheffield | Management | For | For |
| 9 | Elect Director Murray D. Smith | Management | For | For |
| 10 | Elect Director William H. Spence | Management | For | For |
| 11 | Ratify Ernst & Young LLP as Auditors | Management | For | For |
| 12 | Advisory Vote to Ratify Named Executive Officers’ Compensation | Management | For | For |
| Issuer | Plains GP Holdings, L.P. |
| Ticker | PAGP |
| CUSIP | 72651A207 |
| ISIN | US72651A2078 |
| Meeting Date | May 15, 2018 |
| Item No. | Proposal | Proposed By | Vote | For / Against Management |
| 1 | Elect Director Bobby S. Shackouls | Management | Withhold | Against |
| 2 | Elect Director Christopher M. Temple | Management | Withhold | Against |
| 3 | Ratify PricewaterhouseCoopers LLP as Auditors | Management | For | For |
| 4 | Advisory Vote to Ratify Named Executive Officers’ Compensation | Management | For | For |
| 5 | Advisory Vote on Say on Pay Frequency | Management | One Year | One Year |
| Issuer | Kinder Morgan Canada Limited |
| Ticker | KMLGF |
| CUSIP | 494549207 |
| ISIN | CA4945492078 |
| Meeting Date | May 16, 2018 |
| Item No. | Proposal | Proposed By | Vote | For / Against Management |
| 1 | Elect Director Steven J. Kean | Management | Withhold | Against |
| 2 | Elect Director Kimberly A. Dang | Management | Withhold | Against |
| 3 | Elect Director Daniel P. E. Fournier | Management | For | For |
| 4 | Elect Director Gordon M. Ritchie | Management | For | For |
| 5 | Elect Director Dax A. Sanders | Management | Withhold | Against |
| 6 | Elect Director Brooke N. Wade | Management | For | For |
| 7 | Approve PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Their Remuneration | Management | For | For |
| Issuer | BP p.l.c. |
| Ticker | BP |
| CUSIP | G12793108 |
| ISIN | GB0007980591 |
| Meeting Date | May 21, 2018 |
| Item No. | Proposal | Proposed By | Vote | For / Against Management |
| 1 | Accept Financial Statements and Statutory Reports | Management | For | For |
| 2 | Approve Remuneration Report | Management | For | For |
| 3 | Re-elect Bob Dudley as Director | Management | For | For |
| 4 | Re-elect Brian Gilvary as Director | Management | For | For |
| 5 | Re-elect Nils Andersen as Director | Management | For | For |
| 6 | Re-elect Alan Boeckmann as Director | Management | For | For |
| 7 | Re-elect Frank Bowman as Director | Management | For | For |
| 8 | Elect Dame Alison Carnwath as Director | Management | For | For |
| 9 | Re-elect Ian Davis as Director | Management | For | For |
| 10 | Re-elect Dame Ann Dowling as Director | Management | For | For |
| 11 | Re-elect Melody Meyer as Director | Management | For | For |
| 12 | Re-elect Brendan Nelson as Director | Management | For | For |
| 13 | Re-elect Paula Reynolds as Director | Management | For | For |
| 14 | Re-elect Sir John Sawers as Director | Management | For | For |
| 15 | Re-elect Carl-Henric Svanberg as Director | Management | For | For |
| 16 | Appoint Deloitte LLP as Auditors and Authorise Their Remuneration | Management | For | For |
| 17 | Authorise EU Political Donations and Expenditure | Management | For | For |
| 18 | Authorise Issue of Equity with Pre-emptive Rights | Management | For | For |
| 19 | Authorise Issue of Equity without Pre-emptive Rights | Management | For | For |
| 20 | Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment | Management | For | For |
| 21 | Authorise Market Purchase of Ordinary Shares | Management | For | For |
| 22 | Adopt New Articles of Association | Management | For | For |
| 23 | Approve Scrip Dividend Program | Management | For | For |
| 24 | Authorise the Company to Call General Meeting with Two Weeks’ Notice | Management | For | For |
| Issuer | Royal Dutch Shell plc |
| Ticker | RDSA |
| CUSIP | G7690A118 |
| ISIN | GB00B03MLX29 |
| Meeting Date | May 22, 2018 |
| Item No. | Proposal | Proposed By | Vote | For / Against Management |
| 1 | Accept Financial Statements and Statutory Reports | Management | For | For |
| 2 | Approve Remuneration Report | Management | Against | Against |
| 3 | Elect Ann Godbehere as Director | Management | For | For |
| 4 | Re-elect Ben van Beurden as Director | Management | For | For |
| 5 | Re-elect Euleen Goh as Director | Management | For | For |
| 6 | Re-elect Charles Holliday as Director | Management | For | For |
| 7 | Re-elect Catherine Hughes as Director | Management | For | For |
| 8 | Re-elect Gerard Kleisterlee as Director | Management | For | For |
| 9 | Re-elect Roberto Setubal as Director | Management | For | For |
| 10 | Re-elect Sir Nigel Sheinwald as Director | Management | For | For |
| 11 | Re-elect Linda Stuntz as Director | Management | For | For |
| 12 | Re-elect Jessica Uhl as Director | Management | For | For |
| 13 | Re-elect Gerrit Zalm as Director | Management | For | For |
| 14 | Reappoint Ernst & Young LLP as Auditors | Management | For | For |
| 15 | Authorise the Audit Committee to Fix Remuneration of Auditors | Management | For | For |
| 16 | Authorise Issue of Equity with Pre-emptive Rights | Management | For | For |
| 17 | Authorise Issue of Equity without Pre-emptive Rights | Management | For | For |
| 18 | Authorise Market Purchase of Ordinary Shares | Management | For | For |
| 19 | Request Shell to Set and Publish Targets for Greenhouse Gas (GHG) Emissions | Share Holder | Against | For |
| Issuer | ONEOK, Inc. |
| Ticker | OKE |
| CUSIP | 682680103 |
| ISIN | US6826801036 |
| Meeting Date | May 23, 2018 |
| Item No. | Proposal | Proposed By | Vote | For / Against Management |
| 1 | Elect Director Brian L. Derksen | Management | For | For |
| 2 | Elect Director Julie H. Edwards | Management | For | For |
| 3 | Elect Director John W. Gibson | Management | For | For |
| 4 | Elect Director Randall J. Larson | Management | For | For |
| 5 | Elect Director Steven J. Malcolm | Management | For | For |
| 6 | Elect Director Jim W. Mogg | Management | For | For |
| 7 | Elect Director Pattye L. Moore | Management | For | For |
| 8 | Elect Director Gary D. Parker | Management | For | For |
| 9 | Elect Director Eduardo A. Rodriguez | Management | For | For |
| 10 | Elect Director Terry K. Spencer | Management | For | For |
| 11 | Ratify PricewaterhouseCoopers LLP as Auditors | Management | For | For |
| 12 | Approve Omnibus Stock Plan | Management | For | For |
| 13 | Advisory Vote to Ratify Named Executive Officers’ Compensation | Management | For | For |
| Issuer | Targa Resources Corp. |
| Ticker | TRGP |
| CUSIP | 87612G101 |
| ISIN | US87612G1013 |
| Meeting Date | May 24, 2018 |
| Item No. | Proposal | Proposed By | Vote | For / Against Management |
| 1 | Elect Director Robert B. Evans | Management | For | For |
| 2 | Elect Director Joe Bob Perkins | Management | For | For |
| 3 | Elect Director Ershel C. Redd, Jr. | Management | For | For |
| 4 | Ratify PricewaterhouseCoopers LLP as Auditors | Management | For | For |
| 5 | Advisory Vote to Ratify Named Executive Officers’ Compensation | Management | For | For |
| Issuer | Total SA |
| Ticker | FP |
| CUSIP | F92124100 |
| ISIN | FR0000120271 |
| Meeting Date | June 01, 2018 |
| Item No. | Proposal | Proposed By | Vote | For / Against Management |
| 1 | Approve Financial Statements and Statutory Reports | Management | For | For |
| 2 | Approve Consolidated Financial Statements and Statutory Reports | Management | For | For |
| 3 | Approve Allocation of Income and Dividends of EUR 2.48 per Share | Management | For | For |
| 4 | Approve Stock Dividend Program (Cash or New Shares) | Management | For | For |
| 5 | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | Management | For | For |
| 6 | Reelect Patrick Pouyanne as Director | Management | Against | Against |
| 7 | Reelect Patrick Artus as Director | Management | For | For |
| 8 | Reelect Anne-Marie Idrac as Director | Management | For | For |
| 9 | Approve Auditors’ Special Report on Related-Party Transactions Mentioning the Absence of New Transactions | Management | For | For |
| 10 | Approve Agreements with Patrick Pouyanne | Management | For | For |
| 11 | Approve Compensation of Chairman and CEO | Management | For | For |
| 12 | Approve Remuneration Policy of Chairman and CEO | Management | For | For |
| 13 | Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights and/or Capitalization of Reserves for Bonus Issue or Increase in Par Value, up to Aggregate Nominal Amount of EUR 2.5 Billion | Management | For | For |
| 14 | Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 625 Million | Management | For | For |
| 15 | Approve Issuance of Equity or Equity-Linked Securities for Private Placements, up to Aggregate Nominal Amount of EUR 625 Million | Management | For | For |
| 16 | Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above | Management | For | For |
| 17 | Authorize Capital Increase of up to 10 Percent of Issued Capital for Contributions in Kind | Management | For | For |
| 18 | Authorize Capital Issuances for Use in Employee Stock Purchase Plans | Management | For | For |
| 19 | Authorize up to 1 Percent of Issued Capital for Use in Restricted Stock Plans | Management | For | For |
| 20 | Amend Article 11 of Bylaws to Comply with Legal Changes Re: Employee Representatives | Share Holder | Against | For |
| Issuer | Hoegh LNG Partners LP |
| Ticker | HMLP |
| CUSIP | 3262R100 |
| ISIN | MHY3262R1009 |
| Meeting Date | June 06, 2018 |
| Item No. | Proposal | Proposed By | Vote | For / Against Management |
| 1 | Elect Director Morten Hoegh | Management | Withhold | Against |
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.
| FS Energy Total Return Fund | ||||
| By: | /s/ Michael C. Forman | |||
| Name: Title: Date: | Michael C. Forman President and Chief Executive Officer August 28, 2018 | |||
