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, 2016 – June 30, 2017
Item 1. Proxy Voting Record.
The following details FS Energy Total Return Fund’s proxy voting record for the period from July 1, 2016 through June 30, 2017:
Issuer | BP p.l.c | |
Ticker | BP | |
CUSIP | 55622104 | |
ISIN | US0556221044 | |
Meeting Date | May 17, 2017 |
| Item No. | Proposal | Proposed By | Vote | For / Against Management | ||||||
| 1 | To receive the Board of Directors’ reports and accounts for the year ended December 31, 2016. | Management | For | For | ||||||
| 2 | Approval of the Directors’ remuneration report. | Management | For | For | ||||||
| 3 | Approval of the Directors’ remuneration policy. | Management | For | For | ||||||
| 4 | Re-election of Mr. Bob Dudley as a Director. | Management | For | For | ||||||
| 5 | Re-election of Dr. Brian Gilvary as a Director. | Management | For | For | ||||||
| 6 | Election of Mr. Nils Andersen as a Director. | Management | For | For | ||||||
| 7 | Re-election of Mr. Paul Anderson as a Director. | Management | For | For | ||||||
| 8 | Re-election of Mr. Alan Boeckmann as a Director. | Management | For | For | ||||||
| 9 | Re-election of Admiral Frank Bowman as a Director. | Management | For | For | ||||||
| 10 | Re-election of Mr. Ian Davis as a Director. | Management | For | For | ||||||
| 11 | Re-election of Professor Dame Ann Dowling as a Director. | Management | For | For | ||||||
| 12 | Election of Ms. Melody Meyer as a Director. | Management | For | For | ||||||
| 13 | Re-election of Mr. Brendan Nelson as a Director. | Management | For | For | ||||||
| 14 | Re-election of Mrs. Paula Rosput Reynolds as a Director. | Management | For | For | ||||||
| 15 | Re-election of Sir John Sawers as a Director. | Management | For | For | ||||||
| 16 | Re-election of Mr. Carl-Henric Svanberg as a Director. | Management | For | For | ||||||
| 17 | Reappointment of Ernst & Young LLP as auditors and authorization of the Directors to fix the auditors’ remuneration. | Management | For | For | ||||||
| 18 | Limited authorization for BP p.l.c. and its subsidiaries to make political donations and incur political expenditure. | Management | For | For | ||||||
| 19 | Limited authorization for Directors to allot relevant securities up to a specified amount. | Management | For | For | ||||||
| 20 | Authorization for Directors to allot a limited number of equity securities wholly for cash free of pre-emption rights. | Management | For | For | ||||||
| 21 | Additional authorization for Directors to allot a limited number of equity securities wholly for cash free of pre-emption rights. | Management | For | For | ||||||
| 22 | Limited authorization for BP p.l.c. to purchase its own shares. | Management | For | For | ||||||
| 23 | Authorization of the calling of general meetings (excluding annual general meetings) by notice of at least 14 clear days. | Management | For | For |
Issuer | Macquarie Infrastructure Corp. | |
Ticker | MIC | |
CUSIP | 55608B105 | |
ISIN | US55608B1052 | |
Meeting Date | May 17, 2017 |
| Item No. | Proposal | Proposed By | Vote | For / Against Management | ||||||
| 1 | Election of Directors (Norman H. Brown, Jr.; George W. Carmany, III; Ronald Kirk; H.E. Lentz; and Ouma Sananikone). | Management | For | For | ||||||
| 2 | Ratification of the selection of KPMG LLP as independent auditor for the fiscal year ending December 31, 2017. | Management | For | For | ||||||
| 3 | The approval, on an advisory basis, of executive compensation. | Management | For | For | ||||||
| 4 | The approval, on an advisory basis, of the frequency of future advisory votes on executive compensation. | Management | Every Year | For |
Issuer | SemGroup Corp. | |
Ticker | SEMG | |
CUSIP | 81663A105 | |
ISIN | US81663A1051 | |
Meeting Date | May 17, 2017 |
| Item No. | Proposal | Proposed By | Vote | For / Against Management | ||||||
| 1 | Election of Directors (Ronald A. Ballschmiede, Sarah M. Barpoulis, Carlin G. Conner, Karl F. Kurz, James H. Lytal, William J. McAdam, and Thomas R. McDaniel). | Management | For | For | ||||||
| 2 | The approval, on a non-binding, advisory basis, of compensation of the company’s named executive officers. | Management | For | For | ||||||
| 3 | The selection, on a non-binding, advisory basis, of the frequency of future stockholder advisory votes on the compensation of the company’s named executive officers. | Management | Every Year | For | ||||||
| 4 | The ratification of Grant Thornton LLP as independent auditor for the fiscal year ending December 31, 2017. | Management | For | For | ||||||
| 5 | The approval of an amendment to the Amended and Restated Certificate of Incorporation to authorize 4,000,000 shares of preferred stock. | Management | For | For |
Issuer | Targa Resources Corp. | |
Ticker | TRGP | |
CUSIP | 87612G101 | |
ISIN | US87612G1013 | |
Meeting Date | May 22, 2017 |
| Item No. | Proposal | Proposed By | Vote | For / Against Management | ||||||
| 1 | Election of Directors (Charles R. Crisp, Laura C. Fulton, Michael A. Heim, and James W. Whalen), each for a term of 3 years. | Management | For | For | ||||||
| 2 | Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for 2017. | Management | For | For | ||||||
| 3 | The approval, on an advisory basis, of executive compensation. | Management | For | For | ||||||
| 4 | The approval, on an advisory basis, of the frequency of future advisory votes on the compensation of the Company’s named executive officers to occur every three years, every two years or every year. | Management | Every Year | For | ||||||
| 5 | The approval of the adoption of the Amended and Restated Targa Resources Corp. 2010 Stock Incentive Plan. | Management | For | For | ||||||
| 6 | The approval of the issuance of shares of common stock upon conversion of Series A Preferred Stock and exercise of outstanding warrants. | Management | For | For |
Issuer | Royal Dutch Shell plc | |
Ticker | RDS-B | |
CUSIP | 780259107 | |
ISIN | US7802591070 | |
Meeting Date | May 23, 2017 |
| Item No. | Proposal | Proposed By | Vote | For / Against Management | ||||||
| 1 | Receipt of Annual Report and Accounts | Management | For | For | ||||||
| 2 | Approval of the Directors’ Remuneration Policy. | Management | For | For | ||||||
| 3 | Approval of the Directors’ Remuneration Report .. | Management | For | For | ||||||
| 4 | Appointment of Catherine Hughes as a Director. | Management | For | For | ||||||
| 5 | Appointment of Roberto Setubal as a Director. | Management | For | For | ||||||
| 6 | Reappointment of Ben van Beurden as a Director. | Management | For | For | ||||||
| 7 | Reappointment of Guy Elliott as a Director. | Management | For | For | ||||||
| 8 | Reappointment of Euleen Goh as a Director. | Management | For | For | ||||||
| 9 | Reappointment of Charles O. Holliday as a Director. | Management | For | For | ||||||
| 10 | Reappointment of Gerard Kleisterlee as a Director. | Management | For | For | ||||||
| 11 | Reappointment of Sir Nigel Sheinwald as a Director. | Management | For | For | ||||||
| 12 | Reappointment of Linda G. Stuntz as a Director. | Management | For | For | ||||||
| 13 | Reappointment of Jessica Uhl as a Director. | Management | For | For | ||||||
| 14 | Reappointment of Hans Wijers as a Director. | Management | For | For | ||||||
| 15 | Reappointment of Gerrit Zalm as a Director. | Management | For | For | ||||||
| 16 | Reappointment of Ernst & Young LLP as Auditor of the Company. | Management | For | For | ||||||
| 17 | Authorization for the Audit Committee of the Board to determine the remuneration of the Auditor for 2017. | Management | For | For | ||||||
| 18 | Authorization for the Board to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company, up to an aggregate nominal amount of €190 million, and to list such shares or rights on any stock exchange. | Management | For | For | ||||||
| 19 | Limited authorization for the Board to allot equity securities for cash and to sell ordinary shares for cash and/or to sell ordinary shares held by the Company as treasure shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale. | Management | For | For | ||||||
| 20 | Limited authorization for the Company to make one or more market purchases of its ordinary shares. | Management | For | For | ||||||
| 21 | Request for the Company to set and publish targets for reducing greenhouse gas emissions that are aligned with the goal of the Paris Climate Agreement to limit global warming to well below 2 degrees celsius. | Shareholder | For | Against |
Issuer | ONEOK, Inc. | |
Ticker | OKE | |
CUSIP | 682680103 | |
ISIN | US6826801036 | |
Meeting Date | May 24, 2017 |
| Item No. | Proposal | Proposed By | Vote | For / Against Management | ||||||
| 1 | Election of Directors (Brian L. Derksen, Julie H. Edwards, John W. Gibson, Randall J. Larson, Steven J. Malcolm, Kevin S. McCarthy, Jim W. Mogg, Pattye L. Moore, Gary D. Parker, Eduardo A. Rodriguez, Terry K. Spencer). | Management | For | For | ||||||
| 2 | Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent auditor for the year ending December 31, 2017. | Management | For | For | ||||||
| 3 | The approval, on an advisory basis, of executive compensation. | Management | For | For | ||||||
| 4 | The approval, on an advisory basis, of the frequency of holding the advisory vote on executive compensation every year, every two years, or every three years. | Management | Every Year | For |
Issuer | TOTAL S.A. | |
Ticker | TOT | |
CUSIP | 89151E109 | |
ISIN | US89151E1091 | |
Meeting Date | May 26, 2017 |
| Item No. | Proposal | Proposed By | Vote | For / Against Management | ||||||
| 1 | The approval of the Company’s financial statements for the fiscal year ended on December 31, 2016. | Management | For | For | ||||||
| 2 | The approval of the Company’s consolidated financial statements for the fiscal year ended December 31, 2016. | Management | For | For | ||||||
| 3 | Determination of the distribution of earnings, declaration of a dividend for the 2016 fiscal year, and the approval of the option for payment in shares relating to the dividend balance for the fiscal year 2016. | Management | For | For | ||||||
| 4 | Option for the payment of interim dividends for the 2017 fiscal year in shares and delegation of powers to the Board of Directors. | Management | For | For | ||||||
| 5 | Authorization for the Board of Directors to trade in the Company’s shares. | Management | For | For | ||||||
| 6 | Renewal of the appointment of Ms. Patricia Barbizet as a Director. | Management | For | For | ||||||
| 7 | Renewal of the appointment of Ms. Marie-Christine Coisne-Roquette as a Director. | Management | For | For | ||||||
| 8 | Appointment of Mr. Mark Cutifani as a Director. | Management | For | For | ||||||
| 9 | Appointment of Mr. Carlos Tavares as a Director. | Management | For | For | ||||||
| 10 | Approval of the conclusions of the statutory auditors in their special report concerning agreements under Articles L. 225-38 and following of the French Commercial Code, which does not mention any new agreement. | Management | For | For | ||||||
| 11 | Favorable opinion on the elements of compensation due or granted for the 2016 fiscal year to Mr. Patrick Pouyanné, Chairman and Chief Executive Officer. | Management | For | For | ||||||
| 12 | The approval of the principles and criteria for the determination, breakdown and allocation of the fixed, variable and extraordinary components of the total compensation (including in-kind benefits) attributable to the Chairman and Chief Executive Officer. | Management | For | For | ||||||
| 13 | Authorization for the Board of Directors to reduce capital by cancelling shares. | Management | For | For |
Issuer | Buckeye Partners, L.P. | |
Ticker | BPL | |
CUSIP | 118230101 | |
ISIN | US1182301010 | |
Meeting Date | June 6, 2017 |
| Item No. | Proposal | Proposed By | Vote | For / Against Management | ||||||
| 1 | Election of Directors (Barbara J. Duganier, Joseph A. LaSala Jr., Larry C. Payne, Martin A. White). | Management | For | For | ||||||
| 2 | The approval of the amendments to the Buckeye Partners, L.P. 2013 Long-Term Incentive Plan, as described in the Company’s proxy statement. | Management | For | For | ||||||
| 3 | The ratification of the selection of Deloitte & Touche LLP as Buckeye Partners, L.P.‘s independent registered public accountants for 2017. | Management | For | For | ||||||
| 4 | The approval, in an advisory vote, of the compensation of Buckeye’s named executive officers as described in the Company’s proxy statement pursuant to Item 402 of Regulation S-K. | Management | For | For | ||||||
| 5 | The approval, on an advisory basis, of the frequency of holding the advisory vote on executive compensation every year, every two years, or every three years. | Management | Every Year | 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 30, 2017 | ||
