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) 495-1150
Date of fiscal year end: October 31
Date of reporting period: July 1, 2018 – June 30, 2019
Item 1. Proxy Voting Record.
The following details FS Energy Total Return Fund’s proxy voting record for the period from July 1, 2018 through June 30, 2019:
| Issuer | The Williams Companies, Inc. | |||
| Ticker | WMB | |||
| CUSIP | 969457100 | |||
| ISIN | US9694571004 | |||
| Meeting Date | 09-Aug-18 | |||
| Item No. | Proposal | Proposed By | Vote | Management Recommendation |
| 1 | Increase Authorized Common Stock | Management | For | For |
| 2 | Issue Shares in Connection with Acquisition | Management | For | For |
| 3 | Adjourn Meeting | Management | For | For |
| Issuer | Kinder Morgan Canada Ltd. | |||
| Ticker | KML | |||
| CUSIP | 494549207 | |||
| ISIN | CA4945492078 | |||
| Meeting Date | 30-Aug-18 | |||
| Item No. | Proposal | Proposed By | Vote | Management Recommendation |
| 1 | Approve Sale of Company Assets | Management | For | For |
Issuer | Cheniere Energy Partners LP Holdings, LLC | |||
| Ticker | CQH | |||
| CUSIP | 16411W108 | |||
| ISIN | US16411W1080 | |||
| Meeting Date | 19-Sep-18 | |||
| Item No. | Proposal | Proposed By | Vote | Management Recommendation |
| 1 | Approve Merger Agreement | Management | For | For |
Issuer | Marathon Petroleum Corp. | |||
| Ticker | MPC | |||
| CUSIP | 56585A102 | |||
| ISIN | US56585A1025 | |||
| Meeting Date | 24-Sep-18 | |||
| Item No. | Proposal | Proposed By | Vote | Management Recommendation |
| 1 | Issue Shares in Connection with Merger | Management | For | For |
| 2 | Increase Authorized Common Stock | Management | For | For |
| 3 | Approve Increase in Size of Board | Management | For | For |
| 4 | Adjourn Meeting | Management | For | For |
| Issuer | Energy Transfer Partners LP | |||
| Ticker | ETP | |||
| CUSIP | 29278N400 | |||
| ISIN | US29278N4007 | |||
| Meeting Date | 18-Oct-18 | |||
| Item No. | Proposal | Proposed By | Vote | Management Recommendation |
| 1 | Approve Merger Agreement | Management | For | For |
| 2 | Adjourn Meeting | Management | For | For |
Issuer | Kinder Morgan Canada Ltd. | |||
| Ticker | KML | |||
| CUSIP | 494549207 | |||
| ISIN | CA4945492078 | |||
| Meeting Date | 29-Nov-18 | |||
| Item No. | Proposal | Proposed By | Vote | Management Recommendation |
| 1 | Approve Reduction in Stated Capital | Management | For | For |
| 2 | Approve Stock Consolidation | Management | For | For |
Issuer | Enbridge Energy Management LLC | |||
| Ticker | EEQ | |||
| CUSIP | 29250X103 | |||
| ISIN | US29250X1037 | |||
| Meeting Date | 17-Dec-18 | |||
| Item No. | Proposal | Proposed By | Vote | Management Recommendation |
| 1 | Approve the Enbridge Energy Management, L.L.C. Merger Agreement | Management | For | For |
| 2 | Approve Waiver of Section 9.01(a)(v) of the EEQ LLC Agreement | Management | For | For |
| 3 | Amend the EEQ LLC Agreement | Management | For | For |
| 4 | Adjourn Meeting | Management | For | For |
| 5 | Approve the Enbridge Energy Partners, L.P. Merger Agreement | Management | For | For |
| 6 | Adjourn the EEP Special Meeting | Management | For | For |
Issuer | State Street Institutional Investment Trust | |||
| CUSIP | 85748FAB0 | |||
| ISIN | US85748FAB04 | |||
| Meeting Date | 18-Dec-18 | |||
| Item No. | Proposal | Proposed By | Vote | Management Recommendation |
| 1 | Elect Director John R. Costantino | Management | For | For |
| 2 | Elect Director Michael A. Jessee | Management | For | For |
| 3 | Elect Director Ellen M. Needham | Management | For | For |
| 4 | Elect Director Donna M. Rapaccioli | Management | For | For |
| Issuer | Western Gas Partners LP | |||
| Ticker | WES | |||
| CUSIP | 958254104 | |||
| ISIN | US9582541044 | |||
| Meeting Date | 27-Feb-19 | |||
| Item No. | Proposal | Proposed By | Vote | Management Recommendation |
| 1 | Approve Merger Agreement | Management | For | For |
| 2 | Adjourn Meeting | Management | For | For |
| Issuer | Antero Midstream Partners LP | |||
| Ticker | AM | |||
| CUSIP | 03673L103 | |||
| ISIN | US03673L1035 | |||
| Meeting Date | 08-Mar-19 | |||
| Item No. | Proposal | Proposed By | Vote | Management Recommendation |
| 1 | Approve Merger Agreement | Management | For | For |
| Issuer | TransCanada Corp. | |||
| Ticker | TRP | |||
| CUSIP | 89353D107 | |||
| ISIN | CA89353D1078 | |||
| Meeting Date | 03-May-19 | |||
| Item No. | Proposal | Proposed By | Vote | Management Recommendation |
| 1 | Elect Director Stephan Cretier | Management | For | For |
| 2 | Elect Director Russell K. Girling | Management | For | For |
| 3 | Elect Director S. Barry Jackson | Management | For | For |
| 4 | Elect Director Randy Limbacher | Management | For | For |
| 5 | Elect Director John E. Lowe | Management | For | For |
| 6 | Elect Director Una Power | 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 | Elect Director Steven W. Williams | 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 |
| 15 | Change Company Name to TC Energy Corporation/ Corporation TC Energie | Management | For | For |
| 16 | Approve Shareholder Rights Plan | Management | For | For |
| 17 | Prepare a Report Outlining How the Company Respects Internationally Recognized Standards for Indigenous Peoples Rights in its Business Activities | Share Holder | Against | Against |
| Issuer | Pembina Pipeline Corporation | |||
| Ticker | PPL | |||
| CUSIP | 706327103 | |||
| ISIN | CA7063271034 | |||
| Meeting Date | 03-May-19 | |||
| Item No. | Proposal | Proposed By | Vote | Management Recommendation |
| 1 | Elect Director Anne-Marie N. Ainsworth | Management | For | For |
| 2 | Elect Director Michael (Mick) H. Dilger | Management | For | For |
| 3 | Elect Director Randall J. Findlay | Management | For | For |
| 4 | Elect Director Maureen E. Howe | Management | For | For |
| 5 | Elect Director Gordon J. Kerr | Management | For | For |
| 6 | Elect Director David M.B. LeGresley | Management | For | For |
| 7 | Elect Director Robert B. Michaleski | Management | For | For |
| 8 | Elect Director Leslie A. O'Donoghue | Management | For | For |
| 9 | Elect Director Bruce D. Rubin | Management | For | For |
| 10 | Elect Director Jeffrey T. Smith | Management | For | For |
| 11 | Elect Director Henry W. Sykes | Management | For | For |
| 12 | Approve KPMG LLP Auditors and Authorize Board to Fix Their Remuneration | Management | For | For |
| 13 | Re-approve Shareholder Rights Plan | Management | For | For |
| 14 | Increase Authorized Class A Preferred Shares | Management | For | For |
| 15 | Advisory Vote on Executive Compensation Approach | Management | For | For |
| Issuer | Kinder Morgan, Inc. | |||
| Ticker | KMI | |||
| CUSIP | 49456B101 | |||
| ISIN | US49456B1017 | |||
| Meeting Date | 08-May-19 | |||
| Item No. | Proposal | Proposed By | Vote | Management Recommendation |
| 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 | Against | For |
| Issuer | Enbridge, Inc. | |||
| Ticker | ENB | |||
| CUSIP | 29250N105 | |||
| ISIN | CA29250N1050 | |||
| Meeting Date | 08-May-19 | |||
| Item No. | Proposal | Proposed By | Vote | Management Recommendation |
| 1 | Elect Director Pamela L. Carter | Management | For | For |
| 2 | Elect Director Marcel R. Coutu | Management | For | For |
| 3 | Elect Director Susan M. Cunningham | 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 Teresa S. Madden | Management | For | For |
| 9 | Elect Director Al Monaco | Management | For | For |
| 10 | Elect Director Michael E.J. Phelps *Withdrawn Resolution* | Management | ||
| 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 | Approve Omnibus Stock Plan | Management | For | For |
| 15 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| Issuer | The Williams Companies, Inc. | |||
| Ticker | WMB | |||
| CUSIP | 969457100 | |||
| ISIN | US9694571004 | |||
| Meeting Date | 09-May-19 | |||
| Item No. | Proposal | Proposed By | Vote | Management Recommendation |
| 1 | Elect Director Alan S. Armstrong | Management | For | For |
| 2 | Elect Director Stephen W. Bergstrom | Management | For | For |
| 3 | Elect Director Nancy K. Buese | Management | For | For |
| 4 | Elect Director Stephen I. Chazen | Management | For | For |
| 5 | Elect Director Charles I. Cogut | Management | For | For |
| 6 | Elect Director Kathleen B. Cooper | Management | For | For |
| 7 | Elect Director Michael A. Creel | Management | For | For |
| 8 | Elect Director Vicki L. Fuller | Management | For | For |
| 9 | Elect Director Peter A. Ragauss | Management | For | For |
| 10 | Elect Director Scott D. Sheffield | Management | For | For |
| 11 | Elect Director Murray D. Smith | Management | For | For |
| 12 | Elect Director William H. Spence | Management | For | For |
| 13 | Ratify Ernst & Young LLP as Auditor | Management | For | For |
| 14 | 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 | 15-May-19 | |||
| Item No. | Proposal | Proposed By | Vote | Management Recommendation |
| 1 | Elect Director Victor Burk | Management | Withhold | For |
| 2 | Elect Director Gary R. Petersen | Management | Withhold | For |
| 3 | Ratify PricewaterhouseCoopers LLP as Auditor | Management | For | For |
| 4 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | Against | For |
| Issuer | Royal Dutch Shell Plc | |||
| Ticker | RDSB | |||
| CUSIP | G7690A118 | |||
| ISIN | GB00B03MM408 | |||
| Meeting Date | 21-May-19 | |||
| Item No. | Proposal | Proposed By | Vote | Management Recommendation |
| 1 | Accept Financial Statements and Statutory Reports | Management | For | For |
| 2 | Approve Remuneration Report | Management | For | For |
| 3 | Elect Neil Carson as Director | Management | For | For |
| 4 | Re-elect Ben van Beurden as Director | Management | For | For |
| 5 | Re-elect Ann Godbehere as Director | Management | For | For |
| 6 | Re-elect Euleen Goh as Director | Management | For | For |
| 7 | Re-elect Charles Holliday as Director | Management | For | For |
| 8 | Re-elect Catherine Hughes as Director | Management | For | For |
| 9 | Re-elect Gerard Kleisterlee as Director | Management | For | For |
| 10 | Re-elect Roberto Setubal as Director | Management | For | For |
| 11 | Re-elect Sir Nigel Sheinwald as Director | Management | For | For |
| 12 | Re-elect Linda Stuntz as Director | Management | For | For |
| 13 | Re-elect Jessica Uhl as Director | Management | For | For |
| 14 | Re-elect Gerrit Zalm as Director | Management | For | For |
| 15 | Reappoint Ernst & Young LLP as Auditors | Management | For | For |
| 16 | Authorise the Audit Committee to Fix Remuneration of Auditors | Management | For | For |
| 17 | Authorise Issue of Equity | Management | For | For |
| 18 | Authorise Issue of Equity without Pre-emptive Rights | Management | For | For |
| 19 | Adopt New Articles of Association | Management | For | For |
| 20 | Authorise Market Purchase of Ordinary Shares | Management | For | For |
| 21 | Authorise EU Political Donations and Expenditure | Management | For | For |
| 22 | Request Shell to Set and Publish Targets for Greenhouse Gas (GHG) Emissions | Share Holder | Against | Against |
| Issuer | BP Plc | |||
| Ticker | BP | |||
| CUSIP | G12793108 | |||
| ISIN | GB0007980591 | |||
| Meeting Date | 21-May-19 | |||
| Item No. | Proposal | Proposed By | Vote | Management Recommendation |
| 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 Dame Alison Carnwath as Director | Management | For | For |
| 7 | Elect Pamela Daley as Director | Management | For | For |
| 8 | Re-elect Ian Davis as Director | Management | For | For |
| 9 | Re-elect Dame Ann Dowling as Director | Management | For | For |
| 10 | Elect Helge Lund 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 | Reappoint Deloitte LLP as Auditors and Authorise Their Remuneration | Management | For | For |
| 16 | Authorise EU Political Donations and Expenditure | Management | For | For |
| 17 | Authorise Issue of Equity | Management | For | For |
| 18 | Authorise Issue of Equity without Pre-emptive Rights | Management | For | For |
| 19 | Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment | Management | For | For |
| 20 | Authorise Market Purchase of Ordinary Shares | Management | For | For |
| 21 | Authorise the Company to Call General Meeting with Two Weeks' Notice | Management | For | For |
| 22 | Approve the Climate Action 100+ Shareholder Resolution on Climate Change Disclosures | Share Holder | For | For |
| 23 | Approve the Follow This Shareholder Resolution on Climate Change Targets | Share Holder | Against | Against |
| Issuer | Total SA | |||
| Ticker | FP | |||
| CUSIP | F92124100 | |||
| ISIN | FR0000120271 | |||
| Meeting Date | 29-May-19 | |||
| Item No. | Proposal | Proposed By | Vote | Management Recommendation |
| 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 2.56 per Share | Management | For | For |
| 4 | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | Management | For | For |
| 5 | Approve Auditors' Special Report on Related-Party Transactions | Management | For | For |
| 6 | Reelect Maria van der Hoeven as Director | Management | For | For |
| 7 | Reelect Jean Lemierre as Director | Management | For | For |
| 8 | Elect Lise Croteau as Director | Management | For | For |
| 9 | Elect Valerie Della Puppa Tibi as Representative of Employee Shareholders to the Board | Management | For | For |
| 10 | Elect Renata Perycz as Representative of Employee Shareholders to the Board | Management | Against | Against |
| 11 | Elect Oliver Wernecke as Representative of Employee Shareholders to the Board | Management | Against | Against |
| 12 | Approve Compensation of Chairman and CEO | Management | For | For |
| 13 | Approve Remuneration Policy of Chairman and CEO | Management | For | For |
| Issuer | Targa Resources Corp. | |||
| Ticker | TRGP | |||
| CUSIP | 87612G101 | |||
| ISIN | US87612G1013 | |||
| Meeting Date | 30-May-19 | |||
| Item No. | Proposal | Proposed By | Vote | Management Recommendation |
| 1 | Elect Director Waters S. Davis, IV | Management | For | For |
| 2 | Elect Director Rene R. Joyce | Management | For | For |
| 3 | Elect Director Chris Tong | Management | For | For |
| 4 | Ratify PricewaterhouseCoopers LLP as Auditors | Management | For | For |
| 5 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | Against | For |
| Issuer | Atlantica Yield Plc | |||
| Ticker | AY | |||
| CUSIP | G0751N103 | |||
| ISIN | GB00BLP5YB54 | |||
| Meeting Date | 20-Jun-19 | |||
| Item No. | Proposal | Proposed By | Vote | Management Recommendation |
| 1 | Accept Financial Statements and Statutory Reports | Management | For | For |
| 2 | Approve Remuneration Report | Management | For | For |
| 3 | Approve Remuneration Policy | Management | For | For |
| 4 | Elect Director Santiago Seage | Management | For | For |
| 5 | Approve Redemption of Share Premium Account | Management | For | For |
| 6 | Authorize Share Repurchase Program | Management | Against | For |
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: | Michael C. Forman | |||
| Title: | President and Chief Executive Officer | |||
| Date: | August 29, 2019 | |||
