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: 811-21680
VIRTUS TOTAL RETURN FUND
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(exact name of registrant as specified in charter)
101 Munson Street, Greenfield, MA 01301
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(Address of principal executive offices)
William Renahan, Esq., Virtus Investment Partners, Inc.
100 Pearl Street, Hartford, CT 06103
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(Name and Address of agent for service)
Registrant's telephone number, including area code: 800-243-1574
Date of Fiscal Year End: 12/31
Date of Reporting Period: 07/01/2013 - 06/30/2014
******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-21680
Reporting Period: 07/01/2013 - 06/30/2014
Virtus Total Return Fund
=========================== Virtus Total Return Fund ===========================
ABERTIS INFRAESTRUCTURAS S.A
Ticker: ABE Security ID: E0003D111
Meeting Date: APR 01, 2014 Meeting Type: Annual
Record Date: MAR 25, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Consolidated and Standalone For For Management
Financial Statements
2 Approve Allocation of Income and For For Management
Dividends
3 Approve Discharge of Board For For Management
4 Authorize Capitalization of Reserves For For Management
for Bonus Issue
5 Authorize Increase in Capital up to 50 For For Management
Percent via Issuance of Equity or
Equity-Linked Securities with
Preemptive Rights
6 Ratify Co-option of and Elect Susana For Against Management
Gallardo Torrededia as Director
7 Approve Share Matching Plan For For Management
8 Authorize Share Repurchase and Capital For For Management
Reduction via Amortization of
Repurchased Shares
9 Advisory Vote on Remuneration Policy For For Management
Report
10 Authorize Board to Ratify and Execute For For Management
Approved Resolutions
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ALLETE, INC.
Ticker: ALE Security ID: 018522300
Meeting Date: MAY 13, 2014 Meeting Type: Annual
Record Date: MAR 14, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Kathryn W. Dindo For For Management
1b Elect Director Sidney W. Emery, Jr. For For Management
1c Elect Director George G. Goldfarb For For Management
1d Elect Director James S. Haines, Jr. For For Management
1e Elect Director Alan R. Hodnik For For Management
1f Elect Director James J. Hoolihan For For Management
1g Elect Director Heidi E. Jimmerson For For Management
1h Elect Director Madeleine W. Ludlow For For Management
1i Elect Director Douglas C. Neve For For Management
1j Elect Director Leonard C. Rodman For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
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AMEREN CORPORATION
Ticker: AEE Security ID: 023608102
Meeting Date: APR 24, 2014 Meeting Type: Annual
Record Date: FEB 26, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Warner L. Baxter For For Management
1.2 Elect Director Catherine S. Brune For For Management
1.3 Elect Director Ellen M. Fitzsimmons For For Management
1.4 Elect Director Walter J. Galvin For For Management
1.5 Elect Director Richard J. Harshman For For Management
1.6 Elect Director Gayle P. W. Jackson For For Management
1.7 Elect Director James C. Johnson For For Management
1.8 Elect Director Steven H. Lipstein For For Management
1.9 Elect Director Patrick T. Stokes For For Management
1.10 Elect Director Thomas R. Voss For For Management
1.11 Elect Director Stephen R. Wilson For For Management
1.12 Elect Director Jack D. Woodard For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Approve Omnibus Stock Plan For For Management
4 Ratify Auditors For For Management
5 Require Independent Board Chairman Against Against Shareholder
6 Report on Lobbying Payments and Policy Against Against Shareholder
7 Report on Adoption of Policies to Meet Against Against Shareholder
National GHG Reduction Goal
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AMERICAN TOWER CORPORATION
Ticker: AMT Security ID: 03027X100
Meeting Date: MAY 20, 2014 Meeting Type: Annual
Record Date: MAR 25, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Raymond P. Dolan For For Management
1b Elect Director Ronald M. Dykes For For Management
1c Elect Director Carolyn F. Katz For For Management
1d Elect Director Gustavo Lara Cantu For For Management
1e Elect Director JoAnn A. Reed For For Management
1f Elect Director Pamela D.A. Reeve For For Management
1g Elect Director David E. Sharbutt For For Management
1h Elect Director James D. Taiclet, Jr. For For Management
1i Elect Director Samme L. Thompson For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
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AMERICAN WATER WORKS COMPANY, INC.
Ticker: AWK Security ID: 030420103
Meeting Date: MAY 09, 2014 Meeting Type: Annual
Record Date: MAR 17, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Julie A. Dobson For For Management
1b Elect Director Paul J. Evanson For For Management
1c Elect Director Martha Clark Goss For For Management
1d Elect Director Richard R. Grigg For For Management
1e Elect Director Julia L. Johnson For For Management
1f Elect Director George MacKenzie For For Management
1g Elect Director William J. Marrazzo For For Management
1h Elect Director Susan N. Story For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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APA GROUP
Ticker: APA Security ID: Q0437B100
Meeting Date: OCT 24, 2013 Meeting Type: Annual
Record Date: OCT 22, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Steven Crane as Director For For Management
2 Elect John Fletcher as Director For For Management
3 Approve the Amendments to the For For Management
Australian Pipeline Trust Constitution
4 Approve the Amendments to the APT For For Management
Investment Trust Constitution
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AT&T INC.
Ticker: T Security ID: 00206R102
Meeting Date: APR 25, 2014 Meeting Type: Annual
Record Date: FEB 26, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Randall L. Stephenson For For Management
1.2 Elect Director Reuben V. Anderson For For Management
1.3 Elect Director Jaime Chico Pardo For For Management
1.4 Elect Director Scott T. Ford For For Management
1.5 Elect Director James P. Kelly For For Management
1.6 Elect Director Jon C. Madonna For For Management
1.7 Elect Director Michael B. McCallister For For Management
1.8 Elect Director John B. McCoy For For Management
1.9 Elect Director Beth E. Mooney For For Management
1.10 Elect Director Joyce M. Roche For For Management
1.11 Elect Director Matthew K. Rose For For Management
1.12 Elect Director Cynthia B. Taylor For For Management
1.13 Elect Director Laura D'Andrea Tyson For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Approve Severance For For Management
Agreements/Change-in-Control Agreements
5 Report on Indirect Political Against Against Shareholder
Contributions
6 Report on Lobbying Payments and Policy Against Against Shareholder
7 Lower Ownership Threshold for Action Against Against Shareholder
by Written Consent
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ATLANTIA SPA
Ticker: ATL Security ID: T05404107
Meeting Date: AUG 08, 2013 Meeting Type: Special
Record Date: JUL 30, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Amendment to Merger Agreement For For Management
with Gemina SpA
2 Revoke Merger Agreement with Gemina SpA For For Management
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ATLANTIA SPA
Ticker: ATL Security ID: T05404107
Meeting Date: APR 15, 2014 Meeting Type: Annual
Record Date: APR 04, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Financial Statements, For For Management
Statutory Reports, and Allocation of
Income
2 Authorize Share Repurchase Program and For Against Management
Reissuance of Repurchased Shares
3 Approve Remuneration Report For For Management
4 Amend Stock Option Plan 2011 and Stock For Against Management
Grant Plan - MBO
5 Approve Phantom Option Plan 2014 For Against Management
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AUCKLAND INTERNATIONAL AIRPORT LTD.
Ticker: AIA Security ID: Q06213104
Meeting Date: OCT 24, 2013 Meeting Type: Annual
Record Date: OCT 22, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Brett Godfrey as Director For For Management
2 Elect Henry van der Heyden as Director For For Management
3 Elect Michelle Guthrie as Director For For Management
4 Approve the Increase in Maximum For For Management
Aggregate Remuneration of
Non-Executive Directors
5 Authorize the Board to Fix For For Management
Remuneration of the Auditor
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AUCKLAND INTERNATIONAL AIRPORT LTD.
Ticker: AIA Security ID: Q06213104
Meeting Date: FEB 12, 2014 Meeting Type: Special
Record Date: FEB 10, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve the Return of Capital For For Management
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BCE INC.
Ticker: BCE Security ID: 05534B760
Meeting Date: MAY 06, 2014 Meeting Type: Annual
Record Date: MAR 14, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Barry K. Allen For For Management
1.2 Elect Director Andre Berard For For Management
1.3 Elect Director Ronald A. Brenneman For For Management
1.4 Elect Director Sophie Brochu For For Management
1.5 Elect Director Robert E. Brown For For Management
1.6 Elect Director George A. Cope For For Management
1.7 Elect Director David F. Denison For For Management
1.8 Elect Director Ian Greenberg For For Management
1.9 Elect Director Thomas C. O'Neill For For Management
1.10 Elect Director James Prentice For For Management
1.11 Elect Director Robert C. Simmonds For For Management
1.12 Elect Director Carole Taylor For For Management
1.13 Elect Director Paul R. Weiss For For Management
2 Ratify Deloitte LLP as Auditors For For Management
3 Advisory Vote on Executive For For Management
Compensation Approach
4.1 SP 1: Establish a Separate Risk Against Against Shareholder
Management Committee
4.2 SP 2: Limit the Individual Total Against Against Shareholder
Compensation for each Named Executive
Officer to $5,000,000
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BT GROUP PLC
Ticker: BT.A Security ID: G16612106
Meeting Date: JUL 17, 2013 Meeting Type: Annual
Record Date: JUL 15, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1 Accept Financial Statements and For For Management
Statutory Reports
2 Approve Remuneration Report For For Management
3 Approve Final Dividend For For Management
4 Re-elect Sir Michael Rake as Director For For Management
5 Re-elect Ian Livingston as Director For For Management
6 Re-elect Tony Chanmugam as Director For For Management
7 Re-elect Gavin Patterson as Director For For Management
8 Re-elect Tony Ball as Director For For Management
9 Re-elect Patricia Hewitt as Director For For Management
10 Re-elect Phil Hodkinson as Director For For Management
11 Re-elect Karen Richardson as Director For For Management
12 Re-elect Nick Rose as Director For For Management
13 Re-elect Jasmine Whitbread as Director For For Management
14 Reappoint PricewaterhouseCoopers LLP For For Management
as Auditors
15 Authorise Board to Fix Remuneration of For For Management
Auditors
16 Authorise Issue of Equity with For For Management
Pre-emptive Rights
17 Authorise Issue of Equity without For For Management
Pre-emptive Rights
18 Authorise Market Purchase of Ordinary For For Management
Shares
19 Authorise the Company to Call EGM with For For Management
Two Weeks' Notice
20 Approve EU Political Donations and For For Management
Expenditure
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CENTERPOINT ENERGY, INC.
Ticker: CNP Security ID: 15189T107
Meeting Date: APR 24, 2014 Meeting Type: Annual
Record Date: FEB 24, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Milton Carroll For For Management
1b Elect Director Michael P. Johnson For For Management
1c Elect Director Janiece M. Longoria For For Management
1d Elect Director Scott J. McLean For For Management
1e Elect Director Scott M. Prochazka For For Management
1f Elect Director Susan O. Rheney For For Management
1g Elect Director Phillip R. Smith For For Management
1h Elect Director R. A. Walker For For Management
1i Elect Director Peter S. Wareing For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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CLECO CORPORATION
Ticker: CNL Security ID: 12561W105
Meeting Date: APR 25, 2014 Meeting Type: Annual
Record Date: FEB 28, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William L. Marks For For Management
1.2 Elect Director Peter M. Scott, III For For Management
1.3 Elect Director William H. Walker, Jr. For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Amend Omnibus Stock Plan For For Management
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CMS ENERGY CORPORATION
Ticker: CMS Security ID: 125896100
Meeting Date: MAY 16, 2014 Meeting Type: Annual
Record Date: MAR 21, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jon E. Barfield For For Management
1.2 Elect Director Kurt L. Darrow For For Management
1.3 Elect Director Stephen E. Ewing For For Management
1.4 Elect Director Richard M. Gabrys For For Management
1.5 Elect Director William D. Harvey For For Management
1.6 Elect Director David W. Joos For For Management
1.7 Elect Director Philip R. Lochner, Jr. For For Management
1.8 Elect Director John G. Russell For For Management
1.9 Elect Director Kenneth L. Way For For Management
1.10 Elect Director Laura H. Wright For For Management
1.11 Elect Director John B. Yasinsky For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
4 Approve Omnibus Stock Plan For For Management
5 Approve Executive Incentive Bonus Plan For For Management
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CROWN CASTLE INTERNATIONAL CORP.
Ticker: CCI Security ID: 228227104
Meeting Date: MAY 30, 2014 Meeting Type: Annual
Record Date: MAR 31, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director P. Robert Bartolo For For Management
1b Elect Director Dale N. Hatfield For For Management
1c Elect Director Lee W. Hogan For For Management
1d Elect Director Robert F. McKenzie For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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DOMINION RESOURCES, INC.
Ticker: D Security ID: 25746U109
Meeting Date: MAY 07, 2014 Meeting Type: Annual
Record Date: MAR 21, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William P. Barr For For Management
1.2 Elect Director Peter W. Brown For For Management
1.3 Elect Director Helen E. Dragas For For Management
1.4 Elect Director James O. Ellis, Jr. For For Management
1.5 Elect Director Thomas F. Farrell, II For For Management
1.6 Elect Director John W. Harris For For Management
1.7 Elect Director Mark J. Kington For For Management
1.8 Elect Director Pamela J. Royal For For Management
1.9 Elect Director Robert H. Spilman, Jr. For For Management
1.10 Elect Director Michael E. Szymanczyk For For Management
1.11 Elect Director David A. Wollard For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Approve Omnibus Stock Plan For For Management
5 Stock Retention/Holding Period Against Against Shareholder
6 Report on Financial and Physical Risks Against Against Shareholder
of Climate Change
7 Report on Methane Emissions Management Against Against Shareholder
and Reduction Targets
8 Report on Lobbying Payments and Policy Against Against Shareholder
9 Report on Environmental Impacts of Against Against Shareholder
Biomass and Assess Risks
10 Adopt Quantitative GHG Goals for Against Against Shareholder
Products and Operations
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DTE ENERGY COMPANY
Ticker: DTE Security ID: 233331107
Meeting Date: MAY 01, 2014 Meeting Type: Annual
Record Date: MAR 05, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Gerard M. Anderson For For Management
1.2 Elect Director Lillian Bauder For For Management
1.3 Elect Director David A. Brandon For For Management
1.4 Elect Director W. Frank Fountain, Jr. For For Management
1.5 Elect Director Charles G. McClure, Jr. For For Management
1.6 Elect Director Gail J. McGovern For For Management
1.7 Elect Director Mark A. Murray For For Management
1.8 Elect Director James B. Nicholson For For Management
1.9 Elect Director Charles W. Pryor, Jr. For For Management
1.10 Elect Director Josue Robles, Jr. For For Management
1.11 Elect Director Ruth G. Shaw For For Management
1.12 Elect Director David A. Thomas For For Management
1.13 Elect Director James H. Vandenberghe For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Amend Omnibus Stock Plan For For Management
5 Report on Political Contributions Against Against Shareholder
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DUKE ENERGY CORPORATION
Ticker: DUK Security ID: 26441C204
Meeting Date: MAY 01, 2014 Meeting Type: Annual
Record Date: MAR 03, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director G. Alex Bernhardt, Sr. For For Management
1.2 Elect Director Michael G. Browning For For Management
1.3 Elect Director Harris E. DeLoach, Jr. For For Management
1.4 Elect Director Daniel R. DiMicco For For Management
1.5 Elect Director John H. Forsgren For For Management
1.6 Elect Director Lynn J. Good For For Management
1.7 Elect Director Ann Maynard Gray For For Management
1.8 Elect Director James H. Hance, Jr. For For Management
1.9 Elect Director John T. Herron For For Management
1.10 Elect Director James B. Hyler, Jr. For For Management
1.11 Elect Director William E. Kennard For For Management
1.12 Elect Director E. Marie McKee For For Management
1.13 Elect Director E. James Reinsch For For Management
1.14 Elect Director James T. Rhodes For For Management
1.15 Elect Director Carlos A. Saladrigas For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Provide Right to Act by Less than For For Management
Unanimous Written Consent
5 Amend Articles/Bylaws/Charter -- Call Against Against Shareholder
Special Meetings
6 Report on Political Contributions Against Against Shareholder
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ENBRIDGE INC.
Ticker: ENB Security ID: 29250N105
Meeting Date: MAY 07, 2014 Meeting Type: Annual/Special
Record Date: MAR 13, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director David A. Arledge For For Management
1.2 Elect Director James J. Blanchard For For Management
1.3 Elect Director J. Lorne Braithwaite For For Management
1.4 Elect Director J. Herb England For For Management
1.5 Elect Director Charles W. Fischer For For Management
1.6 Elect Director V. Maureen Kempston For For Management
Darkes
1.7 Elect Director David A. Leslie For For Management
1.8 Elect Director Al Monaco For For Management
1.9 Elect Director George K. Petty For For Management
1.10 Elect Director Charles E. Shultz For For Management
1.11 Elect Director Dan C. Tutcher For For Management
1.12 Elect Director Catherine L. Williams For For Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
3 Amend Stock Option Plan For For Management
4 Approve Shareholder Rights Plan For For Management
5 Advisory Vote on Executive For For Management
Compensation Approach
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EUTELSAT COMMUNICATIONS
Ticker: ETL Security ID: F3692M128
Meeting Date: NOV 07, 2013 Meeting Type: Annual/Special
Record Date: NOV 01, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Financial Statements and For For Management
Statutory Reports
2 Approve Consolidated Financial For For Management
Statements and Statutory Reports
3 Approve Auditors' Special Report on For For Management
Related-Party Transactions
4 Approve Allocation of Income and For For Management
Dividends of EUR 1.08 per Share
5 Reelect Bertrand Mabille as Director For For Management
6 Ratify Appointment of Ross McInnes as For For Management
Director
7 Advisory Vote on Compensation of CEO For For Management
8 Advisory Vote on Compensation of For For Management
Vice-CEO
9 Authorize Repurchase of Up to 10 For For Management
Percent of Issued Share Capital
10 Authorize Decrease in Share Capital For For Management
via Cancellation of Repurchased Shares
11 Authorize Capitalization of Reserves For For Management
of Up to EUR 44 Million for Bonus
Issue or Increase in Par Value
12 Authorize Issuance of Equity or For For Management
Equity-Linked Securities with
Preemptive Rights up to Aggregate
Nominal Amount of EUR 44 Million
13 Authorize Issuance of Equity or For For Management
Equity-Linked Securities without
Preemptive Rights up to Aggregate
Nominal Amount of EUR 22 Million
14 Approve Issuance of Equity or For For Management
Equity-Linked Securities for Private
Placements, up to Aggregate Nominal
Amount of EUR 22 Million
15 Authorize Board to Set Issue Price for For Against Management
10 Percent Per Year of Issued Capital
Pursuant to Issue Authority without
Preemptive Rights
16 Authorize Board to Increase Capital in For For Management
the Event of Additional Demand Related
to Delegation Submitted to Shareholder
Vote Under Items 12-14
17 Authorize Capital Increase of Up to For For Management
EUR 22 Million for Future Exchange
Offers
18 Authorize Capital Increase of up to 10 For For Management
Percent of Issued Capital for
Contributions in Kind
19 Authorize Issuance of Equity upon For For Management
Conversion of a Subsidiary's
Equity-Linked Securities for Up to EUR
22 Million
20 Approve Issuance of Securities For For Management
Convertible into Debt up to an
Aggregate Amount of EUR 1.5 Billion
21 Approve Employee Stock Purchase Plan For For Management
22 Authorize Filing of Required For For Management
Documents/Other Formalities
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FERROVIAL SA
Ticker: FER Security ID: E49512119
Meeting Date: JUN 25, 2014 Meeting Type: Annual
Record Date: JUN 20, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Consolidated and Standalone For For Management
Financial Statements
2 Approve Allocation of Income and For For Management
Dividends
3 Approve Discharge of Board For For Management
4 Renew Appointment of Deloitte as For For Management
Auditor
5 Authorize Capitalization of Reserves For For Management
for Scrip Dividends
6 Authorize Capitalization of Reserves For For Management
for Scrip Dividends
7 Authorize Share Repurchase and Capital For For Management
Reduction via Amortization of
Repurchased Shares
8.1 Amend Articles Re: Corporate Purpose For For Management
and Share Representation
8.2 Amend Article 57 Re: Director For For Management
Remuneration
9 Authorize Increase in Capital up to 50 For For Management
Percent via Issuance of Equity or
Equity-Linked Securities, Excluding
Preemptive Rights of up to 20 Percent
10 Authorize Issuance of Non-Convertible For For Management
and/or Convertible Bonds, Debentures,
Warrants, and Other Debt Securities
Without Preemptive Rights
11 Authorize Board to Ratify and Execute For For Management
Approved Resolutions
12 Advisory Vote on Remuneration Policy For For Management
Report
13 Receive Information on Debt Securities None None Management
Issuance Approved by October 2009 EGM
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FLUGHAFEN ZUERICH AG
Ticker: FHZN Security ID: H26552101
Meeting Date: APR 10, 2014 Meeting Type: Annual
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1 Receive Financial Statements and None None Management
Statutory Reports (Non-Voting)
2 Receive Auditor's Report (Non-Voting) None None Management
3a Accept Financial Statements and For For Management
Statutory Reports
3b Approve Remuneration Report For For Management
(Consultative Vote)
4 Approve Discharge of Board and Senior For For Management
Management
5 Approve Allocation of Income and For For Management
Dividends of CHF 10.00 per Share
6 Amend Articles Re: Ordinance Against For For Management
Excessive Remuneration at Listed
Companies
7a Approve Maximum Remuneration of Board For Against Management
of Directors Until the 2015 AGM in the
Amount of CHF 1.2 Million
7b Approve Maximum Remuneration of For Against Management
Executive Committee for Fiscal 2015 in
the Amount of CHF 3.9 Million
8a1 Reelect Corine Mauch as Director For Against Management
8a2 Reelect Kaspar Schiller as Director For For Management
8a3 Reelect Andreas Schmid as Director For For Management
8a4 Reelect Ulrik Svensson as Director For For Management
8a5 Elect Guglielmo Brentel as Director For For Management
8b Elect Andreas Schmid as Board Chairman For For Management
8c1 Appoint Lukas Briner as Member of the For Against Management
Nomination and Compensation Committee
8c2 Appoint Kaspar Schiller as Member of For For Management
the Nomination and Compensation
Committee
8c3 Appoint Andreas Schmid as Member of For For Management
the Nomination and Compensation
Committee without Voting Rights
8c4 Appoint Martin Wetter as Member of the For Against Management
Nomination and Compensation Committee
8d Designate Markus Meili as Independent For For Management
Proxy
8e Ratify KPMG AG as Auditors For For Management
9 Transact Other Business (Non-Voting) None None Management
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FRAPORT AG FRANKFURT AIRPORT SERVICES WORLDWIDE
Ticker: FRA Security ID: D3856U108
Meeting Date: MAY 30, 2014 Meeting Type: Annual
Record Date: MAY 08, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1 Receive Financial Statements and None None Management
Statutory Reports for Fiscal 2013
(Non-Voting)
2 Approve Allocation of Income and For For Management
Dividends of EUR 1.25 per Share
3 Approve Discharge of Management Board For For Management
for Fiscal 2013
4 Approve Discharge of Supervisory Board For For Management
for Fiscal 2013
5 Ratify PricewaterhouseCoopers AG as For For Management
Auditors for Fiscal 2014
6.1 Elect Peter Gerber to the Supervisory For For Management
Board
6.2 Elect Frank-Peter Kaufmann to the For For Management
Supervisory Board
7 Amend Articles Re: Management Board For For Management
Transactions Requiring Approval of the
Supervisory Board
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KEYERA CORP.
Ticker: KEY Security ID: 493271100
Meeting Date: MAY 06, 2014 Meeting Type: Annual
Record Date: MAR 24, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1 Ratify Deloitte LLP as Auditors For For Management
2.1 Elect Director James V. Bertram For For Management
2.2 Elect Director Robert B. Catell For For Management
2.3 Elect Director Douglas J. Haughey For For Management
2.4 Elect Director Nancy M. Laird For For Management
2.5 Elect Director Donald J. Nelson For For Management
2.6 Elect Director H. Neil Nichols For For Management
2.7 Elect Director Michael J. Norris For For Management
2.8 Elect Director Thomas O'Connor For For Management
2.9 Elect Director William R. Stedman For For Management
3 Approve Shareholder Rights Plan For For Management
4 Advisory Vote on Executive For For Management
Compensation Approach
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KINDER MORGAN, INC.
Ticker: KMI Security ID: 49456B101
Meeting Date: MAY 19, 2014 Meeting Type: Annual
Record Date: MAR 28, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Richard D. Kinder For For Management
1.2 Elect Director Steven J. Kean For For Management
1.3 Elect Director Anthony W. Hall, Jr. For For Management
1.4 Elect Director Deborah A. Macdonald For For Management
1.5 Elect Director Michael J. Miller For For Management
1.6 Elect Director Michael C. Morgan For For Management
1.7 Elect Director Fayez Sarofim For For Management
1.8 Elect Director C. Park Shaper For For Management
1.9 Elect Director Joel V. Staff For For Management
1.10 Elect Director John M. Stokes For For Management
1.11 Elect Director Robert F. Vagt For For Management
2 Ratify Auditors For For Management
3 Report on Financial Risks of Climate Against Against Shareholder
Change
4 Report on Methane Emissions Against Against Shareholder
Management, Pipeline Maintenance and
Reduction Targets
5 Report on Sustainability Against Against Shareholder
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KONINKLIJKE VOPAK NV
Ticker: VPK Security ID: N5075T159
Meeting Date: SEP 17, 2013 Meeting Type: Special
Record Date: AUG 20, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1 Open Meeting None None Management
2a Grant Board Authority to Issue For For Management
Cumulative Preference C Shares
2b Authorize Board to Exclude Preemptive For For Management
Rights from Issuance under Item 2a
3 Amend Articles Re: Create Cumulative For For Management
Preference C Shares
4 Receive Explanation on Company's None None Management
Reserves and Dividend Policy
5 Approve Stock Dividend Program For For Management
6 Amend Call-Option Agreement with For For Management
Company Friendly Foundation
7 Other Business (Non-Voting) None None Management
8 Close Meeting None None Management
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KONINKLIJKE VOPAK NV
Ticker: VPK Security ID: N5075T159
Meeting Date: APR 23, 2014 Meeting Type: Annual
Record Date: MAR 26, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1 Open Meeting None None Management
2 Receive Report of Management Board None None Management
(Non-Voting)
3 Discuss Remuneration Report None None Management
4 Adopt Financial Statements and For For Management
Statutory Reports
5 Receive Explanation on Company's None None Management
Reserves and Dividend Policy
6 Approve Dividends of EUR 0.90 Per Share For For Management
7 Approve Discharge of Management Board For For Management
8 Approve Discharge of Supervisory Board For For Management
9 Reelect E.M. Hoekstra as Executive For For Management
Director
10 Reelect F. Eulderink as Executive For For Management
Director
11 Reelect C.J. van den Driestto For Against Management
Supervisory Board
12 Authorize Repurchase of Up to 10 For For Management
Percent of Issued Share Capital
13 Approve Cancellation of Cumulative For For Management
Financing Preference Shares
14 Ratify Deloitte as Auditors For For Management
15 Allow Questions None None Management
16 Close Meeting None None Management
--------------------------------------------------------------------------------
NATIONAL GRID PLC
Ticker: NG. Security ID: G6375K151
Meeting Date: JUL 29, 2013 Meeting Type: Annual
Record Date: JUL 27, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1 Accept Financial Statements and For For Management
Statutory Reports
2 Approve Final Dividend For For Management
3 Re-elect Sir Peter Gershon as Director For For Management
4 Re-elect Steve Holliday as Director For For Management
5 Re-elect Andrew Bonfield as Director For For Management
6 Re-elect Tom King as Director For For Management
7 Re-elect Nick Winser as Director For For Management
8 Re-elect Philip Aiken as Director For For Management
9 Re-elect Nora Brownell as Director For For Management
10 Elect Jonathan Dawson as Director For For Management
11 Re-elect Paul Golby as Director For For Management
12 Re-elect Ruth Kelly as Director For For Management
13 Re-elect Maria Richter as Director For For Management
14 Elect Mark Williamson as Director For For Management
15 Reappoint PricewaterhouseCoopers LLP For For Management
as Auditors
16 Authorise Board to Fix Remuneration of For For Management
Auditors
17 Approve Remuneration Report For For Management
18 Authorise Issue of Equity with For For Management
Pre-emptive Rights
19 Authorise Issue of Equity without For For Management
Pre-emptive Rights
20 Authorise Market Purchase of Ordinary For For Management
Shares
21 Authorise the Company to Call EGM with For For Management
Two Weeks' Notice
--------------------------------------------------------------------------------
NEXTERA ENERGY, INC.
Ticker: NEE Security ID: 65339F101
Meeting Date: MAY 22, 2014 Meeting Type: Annual
Record Date: MAR 24, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Sherry S. Barrat For For Management
1b Elect Director Robert M. Beall, II For For Management
1c Elect Director James L. Camaren For For Management
1d Elect Director Kenneth B. Dunn For For Management
1e Elect Director Kirk S. Hachigian For For Management
1f Elect Director Toni Jennings For For Management
1g Elect Director James L. Robo For For Management
1h Elect Director Rudy E. Schupp For For Management
1i Elect Director John L. Skolds For For Management
1j Elect Director William H. Swanson For For Management
1k Elect Director Hansel E. Tookes, II For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Eliminate Supermajority Vote Against Against Shareholder
Requirement
--------------------------------------------------------------------------------
NIPPON TELEGRAPH & TELEPHONE CORP.
Ticker: 9432 Security ID: 654624105
Meeting Date: JUN 26, 2014 Meeting Type: Annual
Record Date: MAR 28, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Allocation of Income, with a For For Management
Final Dividend of JPY 90
2.1 Elect Director Miura, Satoshi For For Management
2.2 Elect Director Unoura, Hiroo For For Management
2.3 Elect Director Shinohara, Hiromichi For For Management
2.4 Elect Director Sawada, Jun For For Management
2.5 Elect Director Kobayashi, Mitsuyoshi For For Management
2.6 Elect Director Shimada, Akira For For Management
2.7 Elect Director Tsujigami, Hiroshi For For Management
2.8 Elect Director Okuno, Tsunehisa For For Management
2.9 Elect Director Kuriyama, Hiroki For For Management
2.10 Elect Director Shirai, Katsuhiko For For Management
2.11 Elect Director Sakakibara, Sadayuki For For Management
3.1 Appoint Statutory Auditor Ide, Akiko For For Management
3.2 Appoint Statutory Auditor Iida, Takashi For For Management
--------------------------------------------------------------------------------
NISOURCE INC.
Ticker: NI Security ID: 65473P105
Meeting Date: MAY 13, 2014 Meeting Type: Annual
Record Date: MAR 18, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Richard A. Abdoo For For Management
1.2 Elect Director Aristides S. Candris For For Management
1.3 Elect Director Sigmund L. Cornelius For For Management
1.4 Elect Director Michael E. Jesanis For For Management
1.5 Elect Director Marty R. Kittrell For For Management
1.6 Elect Director W. Lee Nutter For For Management
1.7 Elect Director Deborah S. Parker For For Management
1.8 Elect Director Robert C. Skaggs, Jr. For For Management
1.9 Elect Director Teresa A. Taylor For For Management
1.10 Elect Director Richard L. Thompson For For Management
1.11 Elect Director Carolyn Y. Woo For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
4 Report on Political Contributions Against Against Shareholder
--------------------------------------------------------------------------------
NORTHEAST UTILITIES
Ticker: NU Security ID: 664397106
Meeting Date: MAY 01, 2014 Meeting Type: Annual
Record Date: MAR 03, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Richard H. Booth For For Management
1.2 Elect Director John S. Clarkeson For For Management
1.3 Elect Director Cotton M. Cleveland For For Management
1.4 Elect Director Sanford Cloud, Jr. For For Management
1.5 Elect Director James S. DiStasio For For Management
1.6 Elect Director Francis A. Doyle For For Management
1.7 Elect Director Charles K. Gifford For For Management
1.8 Elect Director Paul A. La Camera For For Management
1.9 Elect Director Kenneth R. Leibler For For Management
1.10 Elect Director Thomas J. May For For Management
1.11 Elect Director William C. Van Faasen For For Management
1.12 Elect Director Frederica M. Williams For For Management
1.13 Elect Director Dennis R. Wraase For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
--------------------------------------------------------------------------------
ONEOK, INC.
Ticker: OKE Security ID: 682680103
Meeting Date: MAY 21, 2014 Meeting Type: Annual
Record Date: MAR 24, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James C. Day For For Management
1.2 Elect Director Julie H. Edwards For For Management
1.3 Elect Director William L. Ford For For Management
1.4 Elect Director John W. Gibson For For Management
1.5 Elect Director Bert H. Mackie For For Management
1.6 Elect Director Steven J. Malcolm For For Management
1.7 Elect Director Jim W. Mogg For For Management
1.8 Elect Director Pattye L. Moore For For Management
1.9 Elect Director Gary D. Parker For For Management
1.10 Elect Director Eduardo A. Rodriguez For For Management
1.11 Elect Director Terry K. Spencer For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Report on Methane Emissions Management Against Against Shareholder
and Reduction Targets
--------------------------------------------------------------------------------
PEMBINA PIPELINE CORPORATION
Ticker: PPL Security ID: 706327103
Meeting Date: MAY 09, 2014 Meeting Type: Annual/Special
Record Date: MAR 24, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Grant D. Billing For For Management
1.2 Elect Director Thomas W. Buchanan For For Management
1.3 Elect Director Michael (Mick) H. Dilger For For Management
1.4 Elect Director Randall J. Findlay For For Management
1.5 Elect Director Lorne B. Gordon For For Management
1.6 Elect Director David M.B. LeGresley For For Management
1.7 Elect Director Robert B. Michaleski For For Management
1.8 Elect Director Leslie A. O'Donoghue For For Management
1.9 Elect Director Jeffrey T. Smith For For Management
2 Approve KPMG LLP as Auditors and For For Management
Authorize Board to Fix Their
Remuneration
3 Amend Stock Option Plan For For Management
4 Advisory Vote on Executive For For Management
Compensation Approach
--------------------------------------------------------------------------------
QUESTAR CORPORATION
Ticker: STR Security ID: 748356102
Meeting Date: MAY 22, 2014 Meeting Type: Annual
Record Date: MAR 14, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Teresa Beck For For Management
1b Elect Director R. Don Cash For For Management
1c Elect Director Laurence M. Downes For For Management
1d Elect Director Christopher A. Helms For For Management
1e Elect Director Ronald W. Jibson For For Management
1f Elect Director Rebecca Ranich For For Management
1g Elect Director Harris H. Simmons For For Management
1h Elect Director Bruce A. Williamson For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
SEMPRA ENERGY
Ticker: SRE Security ID: 816851109
Meeting Date: MAY 09, 2014 Meeting Type: Annual
Record Date: MAR 12, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Alan L. Boeckmann For For Management
1.2 Elect Director James G. Brocksmith, Jr. For For Management
1.3 Elect Director Kathleen L. Brown For For Management
1.4 Elect Director Pablo A. Ferrero For For Management
1.5 Elect Director William D. Jones For For Management
1.6 Elect Director William G. Ouchi For For Management
1.7 Elect Director Debra L. Reed For For Management
1.8 Elect Director William C. Rusnack For For Management
1.9 Elect Director William P. Rutledge For For Management
1.10 Elect Director Lynn Schenk For For Management
1.11 Elect Director Jack T. Taylor For For Management
1.12 Elect Director Luis M. Tellez For For Management
1.13 Elect Director James C. Yardley For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
SES SA
Ticker: SESG Security ID: L8300G135
Meeting Date: APR 03, 2014 Meeting Type: Annual
Record Date: MAR 20, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1 Attendance List, Quorum, and Adoption None None Management
of Agenda
2 Appoint One Secretary and Two Meeting None None Management
Scrutineers
3 Receive Board's 2013 Activities Report None None Management
4 Receive Explanations on Main None None Management
Developments during 2013 and
Perspectives
5 Receive Information on 2013 Financial None None Management
Results
6 Receive Auditor's Report None None Management
7 Accept Consolidated and Individual For For Management
Financial Statements
8 Approve Allocation of Income For For Management
9 Approve Standard Accounting Transfers For For Management
10 Approve Discharge of Directors For For Management
11 Approve Discharge of Auditors For For Management
12 Approve Auditors and Authorize Board For For Management
to Fix Their Remuneration
13 Approve Share Repurchase For For Management
14.1 Elect M. Beuls as Director For For Management
14.2 Elect M. Bicknell as Director For For Management
14.3 Elect B. Cosgrave as Director For For Management
14.4 Elect R. Potarazu as Director For For Management
14.5 Elect R. Steichen as Director For For Management
14.6 Elect J.P. Zens as Director For For Management
15 Approve Remuneration of Directors For For Management
16 Transact Other Business (Non-Voting) None None Management
--------------------------------------------------------------------------------
SEVERN TRENT PLC
Ticker: SVT Security ID: G8056D159
Meeting Date: JUL 17, 2013 Meeting Type: Annual
Record Date: JUL 15, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1 Accept Financial Statements and For For Management
Statutory Reports
2 Approve Final Dividend For For Management
3 Approve Remuneration Report For For Management
4 Re-elect Tony Ballance as Director For For Management
5 Re-elect Bernard Bulkin as Director For For Management
6 Re-elect Richard Davey as Director For For Management
7 Re-elect Andrew Duff as Director For For Management
8 Re-elect Gordon Fryett as Director For For Management
9 Re-elect Martin Kane as Director For For Management
10 Re-elect Martin Lamb as Director For For Management
11 Re-elect Michael McKeon as Director For For Management
12 Re-elect Baroness Noakes as Director For For Management
13 Re-elect Andy Smith as Director For For Management
14 Re-elect Tony Wray as Director For For Management
15 Reappoint Deloitte LLP as Auditors For For Management
16 Authorise Board to Fix Remuneration of For For Management
Auditors
17 Authorise EU Political Donations and For For Management
Expenditure
18 Authorise Issue of Equity with For For Management
Pre-emptive Rights
19 Authorise Issue of Equity without For For Management
Pre-emptive Rights
20 Authorise Market Purchase of Ordinary For For Management
Shares
21 Authorise the Company to Call EGM with For For Management
Two Weeks' Notice
--------------------------------------------------------------------------------
SINGAPORE TELECOMMUNICATIONS LTD.
Ticker: Z74 Security ID: Y79985209
Meeting Date: JUL 26, 2013 Meeting Type: Special
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1 Authorize Share Repurchase Program For For Management
2 Approve Participation by the Relevant For For Management
Person in the SingTel Performance
Share Plan 2012
--------------------------------------------------------------------------------
SINGAPORE TELECOMMUNICATIONS LTD.
Ticker: Z74 Security ID: Y79985209
Meeting Date: JUL 26, 2013 Meeting Type: Annual
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1 Adopt Financial Statements and For For Management
Directors' and Auditors' Reports
2 Declare Final Dividend For For Management
3 Elect Simon Israel as Director For For Management
4 Elect Peter Mason AM as Director For For Management
5 Elect David Gonski AC as Director For For Management
6 Approve Directors' Fees For For Management
7 Reappoint Auditors and Authorize Board For For Management
to Fix Their Remuneration
8 Approve Issuance of Equity or For For Management
Equity-Linked Securities with or
without Preemptive Rights
9 Approve Issuance of Shares and Grant For For Management
of Awards Pursuant to the SingTel
Performance Share Plan 2012
--------------------------------------------------------------------------------
SNAM SPA
Ticker: SRG Security ID: T8578L107
Meeting Date: APR 15, 2014 Meeting Type: Annual
Record Date: APR 04, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1 Accept Financial Statements and For For Management
Statutory Reports
2 Approve Allocation of Income For For Management
3 Approve Remuneration Report For For Management
--------------------------------------------------------------------------------
SP AUSNET
Ticker: SPN Security ID: Q8604X102
Meeting Date: JUL 18, 2013 Meeting Type: Annual/Special
Record Date: JUL 16, 2013
# Proposal Mgt Rec Vote Cast Sponsor
2 Elect Ng Kee Choe as a Director For Against Management
3 Approve the Remuneration Report For For Management
4 Approve the Issuance of Stapled For For Management
Securities for Singapore Law Purposes
--------------------------------------------------------------------------------
SPECTRA ENERGY CORP
Ticker: SE Security ID: 847560109
Meeting Date: APR 15, 2014 Meeting Type: Annual
Record Date: FEB 18, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Gregory L. Ebel For For Management
1b Elect Director Austin A. Adams For For Management
1c Elect Director Joseph Alvarado For For Management
1d Elect Director Pamela L. Carter For For Management
1e Elect Director Clarence P. Cazalot, Jr. For For Management
1f Elect Director F. Anthony Comper For For Management
1g Elect Director Peter B. Hamilton For For Management
1h Elect Director Michael McShane For For Management
1i Elect Director Michael G. Morris For For Management
1j Elect Director Michael E. J. Phelps For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Report on Political Contributions Against Against Shareholder
5 Report on Methane Emissions Against Against Shareholder
--------------------------------------------------------------------------------
SYDNEY AIRPORT
Ticker: SYD Security ID: Q8808P103
Meeting Date: SEP 19, 2013 Meeting Type: Special
Record Date: SEP 17, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve the Issuance of Up to 52.42 For For Management
Million SYD Securities to MTAA
Superannuation Fund
2 Approve the Issuance of Up to 14.89 For For Management
Million SYD Securities to UniSuper
Superannuation Fund
3 Ratify the Past Issuance of 123.06 For For Management
Million SYD Securities to HOCHTIEF
AirPort GmbH
4 Ratify the Past Issuance of 57.12 For For Management
Million SYD Securities to The Future
Fund Board of Guardians
1 Approve the Issuance of Up to 52.42 For For Management
Million SYD Securities to MTAA
Superannuation Fund
2 Approve the Issuance of Up to 14.89 For For Management
Million SYD Securities to UniSuper
Superannuation Fund
3 Ratify the Past Issuance of 123.06 For For Management
Million SYD Securities to HOCHTIEF
AirPort GmbH
4 Ratify the Past Issuance of 57.12 For For Management
Million SYD Securities to The Future
Fund Board of Guardians
--------------------------------------------------------------------------------
SYDNEY AIRPORT
Ticker: SYD Security ID: Q8808P103
Meeting Date: NOV 22, 2013 Meeting Type: Special
Record Date: NOV 20, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve the Change of Responsible For For Management
Entity
2 Approve the Unstapling of SAT 1 Units For For Management
and SAT 2 Units
3 Approve the Amendments to SAT 1 For For Management
Constitution
1 Approve the Amendments to SAT 2 For For Management
Constitution to Effect the Scheme
2 Approve the Acquisition by Sydney For For Management
Airport Ltd of All of the SAT 2 Units
3 Approve the Unstapling of SAT 1 Units For For Management
and SAT 2 Units
--------------------------------------------------------------------------------
SYDNEY AIRPORT
Ticker: SYD Security ID: Q8808P103
Meeting Date: MAY 15, 2014 Meeting Type: Annual
Record Date: MAY 13, 2014
# Proposal Mgt Rec Vote Cast Sponsor
2 Approve the Remuneration Report For For Management
3 Elect Stephen Ward as Director For For Management
4 Elect Ann Sherry as Director For For Management
1 Elect Patrick Gourley as Director For For Management
--------------------------------------------------------------------------------
TDC A/S
Ticker: TDC Security ID: K94545116
Meeting Date: MAR 06, 2014 Meeting Type: Annual
Record Date: FEB 27, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1 Receive Report of Board None None Management
2 Accept Financial Statements and For For Management
Statutory Reports
3 Approve Discharge of Management and For For Management
Board
4 Approve Allocation of Income For For Management
5a Reelect Vagn Sorensen as Director For For Management
5b Reelect Pierre Danon as Director For For Management
5c Reelect Stine Bosse as Director For For Management
5d Reelect Angus Porter as Director For For Management
5e Reelect Soren Sorensen as Director For For Management
5f Reelect Pieter Knook as Director For For Management
6 Ratify PricewaterhouseCoopers as For For Management
Auditors
7a Authorize Share Repurchase Program For For Management
7b Amend Guidelines for Incentive-Based For For Management
Compensation for Executive Management
and Board
7c Approve Remuneration of Directors in For For Management
the Amount of DKK 1.1 Million for
Chairman, DKK 700,000 for Vice
Chairman, and DKK 400,000 for Other
Members; Approve Remuneration for
Committee Work
7d Amend Articles of Association For For Management
7e Amend Authorisation to Increase Share For For Management
Capital
7f Approve Publication of Information in For For Management
English
8 Other Business None None Management
--------------------------------------------------------------------------------
TELUS CORPORATION
Ticker: T Security ID: 87971M996
Meeting Date: MAY 08, 2014 Meeting Type: Annual
Record Date: MAR 12, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director R.H. (Dick) Auchinleck For For Management
1.2 Elect Director A. Charles Baillie For For Management
1.3 Elect Director Micheline Bouchard For For Management
1.4 Elect Director R. John Butler For For Management
1.5 Elect Director Raymond T. Chan For For Management
1.6 Elect Director Stockwell Day For For Management
1.7 Elect Director Darren Entwistle For For Management
1.8 Elect Director Ruston (Rusty) E.T. For For Management
Goepel
1.9 Elect Director Mary Jo Haddad For For Management
1.10 Elect Director John S. Lacey For For Management
1.11 Elect Director William (Bill) A. For For Management
MacKinnon
1.12 Elect Director John Manley For For Management
1.13 Elect Director Joe Natale For For Management
1.14 Elect Director Donald Woodley For For Management
2 Approve Deloitte LLP as Auditors and For For Management
Authorize Board to Fix Their
Remuneration
3 Advisory Vote on Executive For For Management
Compensation Approach
--------------------------------------------------------------------------------
TERNA SPA
Ticker: TRN Security ID: T9471R100
Meeting Date: MAY 27, 2014 Meeting Type: Annual/Special
Record Date: MAY 16, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1 Amend Articles Re: Director None Against Shareholder
Honorability Requirements
2 Amend Company Bylaws For For Management
1 Accept Financial Statements and For For Management
Statutory Reports
2 Approve Allocation of Income For For Management
3 Fix Number of Directors For For Management
4.1 Slate Submitted by Cassa Depositi e None Did Not Vote Shareholder
Prestiti SpA
4.2 Slate Submitted by Institutional None For Shareholder
Shareholders
5 Elect Board Chair None For Management
6 Approve Remuneration of Directors For For Management
7.1 Slate Submitted by Cassa Depositi e None Against Shareholder
Prestiti SpA
7.2 Slate Submitted by Institutional None For Shareholder
Shareholders
8 Approve Internal Auditors' Remuneration For For Management
9 Approve Remuneration of Executive For For Management
Directors
10 Approve Remuneration Report For Against Management
--------------------------------------------------------------------------------
THE WILLIAMS COMPANIES, INC.
Ticker: WMB Security ID: 969457100
Meeting Date: MAY 22, 2014 Meeting Type: Annual
Record Date: APR 01, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Alan S. Armstrong For For Management
1.2 Elect Director Joseph R. Cleveland For For Management
1.3 Elect Director Kathleen B. Cooper For For Management
1.4 Elect Director John A. Hagg For For Management
1.5 Elect Director Juanita H. Hinshaw For For Management
1.6 Elect Director Ralph Izzo For For Management
1.7 Elect Director Frank T. MacInnis For For Management
1.8 Elect Director Eric W. Mandelblatt For For Management
1.9 Elect Director Steven W. Nance For For Management
1.10 Elect Director Murray D. Smith For For Management
1.11 Elect Director Janice D. Stoney For For Management
1.12 Elect Director Laura A. Sugg For For Management
2 Amend Omnibus Stock Plan For For Management
3 Amend Qualified Employee Stock For For Management
Purchase Plan
4 Ratify Auditors For For Management
5 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
TRANSCANADA CORPORATION
Ticker: TRP Security ID: 89353D107
Meeting Date: MAY 02, 2014 Meeting Type: Annual
Record Date: MAR 04, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Kevin E. Benson For For Management
1.2 Elect Director Derek H. Burney For For Management
1.3 Elect Director Paule Gauthier For For Management
1.4 Elect Director Russell K. Girling For For Management
1.5 Elect Director S. Barry Jackson For For Management
1.6 Elect Director Paula Rosput Reynolds For For Management
1.7 Elect Director John Richels For For Management
1.8 Elect Director Mary Pat Salomone For For Management
1.9 Elect Director D. Michael G. Stewart For For Management
1.10 Elect Director Siim A. Vanaselja For For Management
1.11 Elect Director Richard E. Waugh For For Management
2 Approve KPMG LLP as Auditors and For For Management
Authorize Board to Fix Their
Remuneration
3 Advisory Vote on Executive For For Management
Compensation Approach
--------------------------------------------------------------------------------
TRANSURBAN GROUP
Ticker: TCL Security ID: Q9194A106
Meeting Date: OCT 10, 2013 Meeting Type: Annual/Special
Record Date: OCT 08, 2013
# Proposal Mgt Rec Vote Cast Sponsor
2a Elect Lindsay Maxsted as Director For For Management
2b Elect Samantha Mostyn as Director For For Management
3 Approve the Remuneration Report For For Management
4 Approve the Grant of Up to 382,292 For For Management
Performance Awards to Scott Charlton,
CEO of the Company
--------------------------------------------------------------------------------
UNITED UTILITIES GROUP PLC
Ticker: UU. Security ID: G92755100
Meeting Date: JUL 26, 2013 Meeting Type: Annual
Record Date: JUL 24, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1 Accept Financial Statements and For For Management
Statutory Reports
2 Approve Final Dividend For For Management
3 Approve Remuneration Report For For Management
4 Re-elect Dr John McAdam as Director For For Management
5 Re-elect Steve Mogford as Director For For Management
6 Re-elect Russ Houlden as Director For For Management
7 Re-elect Dr Catherine Bell as Director For For Management
8 Elect Brian May as Director For For Management
9 Re-elect Nick Salmon as Director For For Management
10 Re-elect Sara Weller as Director For For Management
11 Appoint KPMG LLP as Auditors For For Management
12 Authorise Board to Fix Remuneration of For For Management
Auditors
13 Authorise Issue of Equity with For For Management
Pre-emptive Rights
14 Authorise Issue of Equity without For For Management
Pre-emptive Rights
15 Authorise Market Purchase of Ordinary For For Management
Shares
16 Approve Long Term Plan For For Management
17 Authorise the Company to Call EGM with For For Management
Two Weeks' Notice
18 Authorise EU Political Donations and For For Management
Expenditure
--------------------------------------------------------------------------------
VEOLIA ENVIRONNEMENT
Ticker: VIE Security ID: F9686M107
Meeting Date: APR 24, 2014 Meeting Type: Annual/Special
Record Date: APR 16, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Financial Statements and For For Management
Statutory Reports
2 Approve Consolidated Financial For For Management
Statements and Statutory Reports
3 Approve Non-Tax Deductible Expenses For For Management
4 Approve Treatment of Losses and For For Management
Dividends of EUR 0.70 per Share
5 Approve Stock Dividend Program (Cash For For Management
or Shares)
6 Approve Auditors' Special Report on For Against Management
Related-Party Transactions Mentioning
New Transactions
7 Approve Amendment to Related-Party For For Management
Transactions Re: Executive Corporate
Officer
8 Approve Severance Payment Agreement For For Management
with Antoine Frerot
9 Reelect Antoine Frerot as Director For For Management
10 Reelect Daniel Bouton as Director For For Management
11 Reelect Groupe Industriel Marcel For For Management
Dassault as Director
12 Reelect Qatari Diar Real Estate For For Management
Investment Company as Director
13 Advisory Vote on Compensation of For For Management
Antoine Frerot, Chairman and CEO
14 Approve Remuneration of Directors in For For Management
the Aggregate Amount of EUR 980,000
15 Authorize Repurchase of Up to 10 For For Management
Percent of Issued Share Capital
16 Authorize Issuance of Equity or For For Management
Equity-Linked Securities with
Preemptive Rights up to Aggregate
Nominal Amount of EUR 1.09 Billion
17 Authorize Issuance of Equity or For For Management
Equity-Linked Securities without
Preemptive Rights up to Aggregate
Nominal Amount of EUR 274 Million
18 Approve Issuance of Equity or For For Management
Equity-Linked Securities for Private
Placements, up to Aggregate Nominal
Amount of EUR 274 Million
19 Authorize Capital Increase of up to 10 For For Management
Percent of Issued Capital for
Contributions in Kind
20 Authorize Board to Increase Capital in For For Management
the Event of Additional Demand Related
to Delegation Submitted to Approval of
Items 16 and 17
21 Authorize Capitalization of Reserves For For Management
of Up to EUR 400 Million for Bonus
Issue or Increase in Par Value
22 Authorize Capital Issuances for Use in For For Management
Employee Stock Purchase Plans
23 Authorize Capital Issuances for Use in For For Management
Employee Stock Purchase Plans Reserved
for International Employees
24 Authorize Decrease in Share Capital For For Management
via Cancellation of Repurchased Shares
25 Amend Article 11 of Bylaws Re: For For Management
Appointment of Employee Representatives
26 Authorize Filing of Required For For Management
Documents/Other Formalities
--------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC.
Ticker: VZ Security ID: 92343V104
Meeting Date: JAN 28, 2014 Meeting Type: Special
Record Date: DEC 09, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1 Issue Shares in Connection with For For Management
Acquisition
2 Increase Authorized Common Stock For For Management
3 Adjourn Meeting For For Management
--------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC.
Ticker: VZ Security ID: 92343V104
Meeting Date: MAY 01, 2014 Meeting Type: Annual
Record Date: MAR 03, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Shellye L. Archambeau For For Management
1.2 Elect Director Richard L. Carrion For For Management
1.3 Elect Director Melanie L. Healey For For Management
1.4 Elect Director M. Frances Keeth For For Management
1.5 Elect Director Robert W. Lane For For Management
1.6 Elect Director Lowell C. McAdam For For Management
1.7 Elect Director Donald T. Nicolaisen For For Management
1.8 Elect Director Clarence Otis, Jr. For For Management
1.9 Elect Director Rodney E. Slater For For Management
1.10 Elect Director Kathryn A. Tesija For For Management
1.11 Elect Director Gregory D. Wasson For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Provide Proxy Access Right For For Management
5 Report on Net Neutrality Against Against Shareholder
6 Report on Lobbying Payments and Policy Against Against Shareholder
7 Submit Severance Agreement Against Against Shareholder
(Change-in-Control) to Shareholder Vote
8 Amend Articles/Bylaws/Charter -- Call Against For Shareholder
Special Meetings
9 Provide Right to Act by Written Consent Against Against Shareholder
10 Approve Proxy Voting Authority Against Against Shareholder
--------------------------------------------------------------------------------
VINCI
Ticker: DG Security ID: F5879X108
Meeting Date: APR 15, 2014 Meeting Type: Annual/Special
Record Date: APR 09, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Consolidated Financial For For Management
Statements and Statutory Reports
2 Approve Financial Statements and For For Management
Statutory Reports
3 Approve Allocation of Income and For For Management
Dividends of EUR 1.77 per Share
4 Reelect Xavier Huillard as Director For For Management
5 Reelect Yves-Thibault de Silguy as For For Management
Director
6 Reelect Henri Saint Olive as Director For For Management
7 Reelect Qatari Diar Real Estate For For Management
Investement Company as Director
8 Elect Marie-Christine Lombard as For For Management
Director
9 Authorize Repurchase of Up to 10 For For Management
Percent of Issued Share Capital
10 Approve Additional Pension Scheme For For Management
Agreement with Xavier Huillard
11 Approve Severance Payment Agreement For For Management
with Xavier Huillard
12 Approve Transaction with For For Management
YTSeuropaconsultants Re: Services
Agreement
13 Advisory Vote on Compensation of the For For Management
Chairman and CEO
14 Authorize Decrease in Share Capital For For Management
via Cancellation of Repurchased Shares
15 Authorize Capital Issuances for Use in For For Management
Employee Stock Purchase Plans
16 Authorize Capital Issuances for Use in For For Management
Employee Stock Purchase Plans
Reserved for Employees of
International Subsidiaries
17 Amend Article 11 of Bylaws Re: For For Management
Election of Representative of Employee
18 Authorize Filing of Required For For Management
Documents/Other Formalities
--------------------------------------------------------------------------------
VODAFONE GROUP PLC
Ticker: VOD Security ID: 92857W209
Meeting Date: JUL 23, 2013 Meeting Type: Annual
Record Date: JUN 03, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1 Accept Financial Statements and For For Management
Statutory Reports
2 Re-elect Gerard Kleisterlee as Director For For Management
3 Re-elect Vittorio Colao as Director For For Management
4 Re-elect Andy Halford as Director For For Management
5 Re-elect Stephen Pusey as Director For For Management
6 Re-elect Renee James as Director For For Management
7 Re-elect Alan Jebson as Director For For Management
8 Re-elect Samuel Jonah as Director For For Management
9 Elect Omid Kordestani as Director For For Management
10 Re-elect Nick Land as Director For For Management
11 Re-elect Anne Lauvergeon as Director For For Management
12 Re-elect Luc Vandevelde as Director For For Management
13 Re-elect Anthony Watson as Director For For Management
14 Re-elect Philip Yea as Director For For Management
15 Approve Final Dividend For For Management
16 Approve Remuneration Report For For Management
17 Reappoint Deloitte LLP as Auditors For For Management
18 Authorise the Audit and Risk Committee For For Management
to Fix Remuneration of Auditors
19 Authorise Issue of Equity with For For Management
Pre-emptive Rights
20 Authorise Issue of Equity without For For Management
Pre-emptive Rights
21 Authorise Market Purchase of Ordinary For For Management
Shares
22 Authorise EU Political Donations and For For Management
Expenditure
23 Authorise the Company to Call EGM with For For Management
Two Weeks' Notice
--------------------------------------------------------------------------------
VODAFONE GROUP PLC
Ticker: VOD Security ID: 92857W209
Meeting Date: JAN 28, 2014 Meeting Type: Special
Record Date: DEC 12, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Scheme of Arrangement For For Management
1 Approve Disposal of All of the Shares For For Management
in Vodafone Americas Finance 1 by
Vodafone 4 Limited to Verizon
Communications Inc
2 Approve Matters Relating to the Return For For Management
of Value to Shareholders
3 Authorise Market Purchase of Ordinary For For Management
Shares
4 Authorise Board to Ratify and Execute For For Management
Approved Resolutions
--------------------------------------------------------------------------------
WINDSTREAM HOLDINGS, INC.
Ticker: WIN Security ID: 97382A101
Meeting Date: MAY 07, 2014 Meeting Type: Annual
Record Date: MAR 13, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Carol B. Armitage For For Management
1b Elect Director Samuel E. Beall, III For For Management
1c Elect Director Dennis E. Foster For For Management
1d Elect Director Francis X. ('Skip') For For Management
Frantz
1e Elect Director Jeffery R. Gardner For For Management
1f Elect Director Jeffrey T. Hinson For For Management
1g Elect Director Judy K. Jones For For Management
1h Elect Director William A. Montgomery For For Management
1i Elect Director Alan L. Wells For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Amend Omnibus Stock Plan For For Management
4 Amend Certificate of Incorporation of For For Management
Windstream Corporation to Eliminate
Certain Voting Provisions
5 Provide Right to Call Special Meeting For For Management
6 Eliminate Supermajority Vote For For Management
Requirement
7 Ratify Auditors For For Management
8 Pro-rata Vesting of Equity Awards Against Against Shareholder
9 Provide Right to Act by Written Consent Against Against Shareholder
--------------------------------------------------------------------------------
WISCONSIN ENERGY CORPORATION
Ticker: WEC Security ID: 976657106
Meeting Date: MAY 02, 2014 Meeting Type: Annual
Record Date: FEB 21, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John F. Bergstrom For For Management
1.2 Elect Director Barbara L. Bowles For For Management
1.3 Elect Director Patricia W. Chadwick For For Management
1.4 Elect Director Curt S. Culver For For Management
1.5 Elect Director Thomas J. Fischer For For Management
1.6 Elect Director Gale E. Klappa For For Management
1.7 Elect Director Henry W. Knueppel For For Management
1.8 Elect Director Ulice Payne, Jr. For For Management
1.9 Elect Director Mary Ellen Stanek For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
========== END NPX REPORT
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) Virtus Total Return Fund
By (Signature and Title)* /s/ George R. Alyward
--------------------------------
George R. Alyward, President
Date: August 2, 2014