================================================================================ 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: 811-04739 ----------------- VIRTUS TOTAL RETURN FUND INC. (exact name of registrant as specified in charter) ----------------- 101 Munson Street, Greenfield, MA 01301 (Address of principal executive offices) ----------------- William Renahan, Esq., Virtus Investment Partners, Inc. 100 Pearl Street, Hartford, CT 06103 (Name and Address of agent for service) ----------------- Registrant's telephone number, including area code: 800-243-1574 Date of Fiscal Year End: 11/30 Date of Reporting Period: 07/01/2017- 06/30/2018 ================================================================================ ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-04739 Reporting Period: 07/01/2017 - 06/30/2018 Virtus Total Return Fund Inc. ======================== Virtus Total Return Fund Inc. ========================= ABERTIS INFRAESTRUCTURAS S.A Ticker: ABE Security ID: E0003D111 Meeting Date: MAR 12, 2018 Meeting Type: Annual Record Date: MAR 07, 2018 # 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 Ratify Appointment of and Elect For For Management Francisco Jose Aljaro Navarro as Director 5 Renew Appointment of Deloitte as For For Management Auditor 6 Approve Sale of 57.05 Percent of For For Management Hispasat SA to Red Electrica Corporacion 7 Receive Amendments to Board of None None Management Directors' Regulations 8 Advisory Vote on Remuneration Report For Against Management 9 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- AENA S.M.E., S.A. Ticker: AENA Security ID: E526K0106 Meeting Date: APR 10, 2018 Meeting Type: Annual Record Date: APR 05, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Standalone Financial Statements For For Management 2 Approve Consolidated Financial For For Management Statements 3 Approve Allocation of Income and For For Management Dividends 4 Approve Discharge of Board For For Management 5.1 Ratify Appointment of and Elect Jaime For For Management Garcia-Legaz Ponce as Director 5.2 Ratify Appointment of and Elect Josep For For Management Pique Camps as Director 5.3 Ratify Appointment of and Elect Angel For For Management Luis Arias Serrano as Director 6 Advisory Vote on Remuneration Report For For Management 7 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- ALLETE, INC. Ticker: ALE Security ID: 018522300 Meeting Date: MAY 08, 2018 Meeting Type: Annual Record Date: MAR 09, 2018 # 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 Susan K. Nestegard For For Management 1j Elect Director Douglas C. Neve For For Management 1k Elect Director Robert P. Powers For For Management 1l Elect Director Leonard C. Rodman For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- AMERICAN ELECTRIC POWER COMPANY, INC. Ticker: AEP Security ID: 025537101 Meeting Date: APR 24, 2018 Meeting Type: Annual Record Date: FEB 26, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Nicholas K. Akins For For Management 1.2 Elect Director David J. Anderson For For Management 1.3 Elect Director J. Barnie Beasley, Jr. For For Management 1.4 Elect Director Ralph D. Crosby, Jr. For For Management 1.5 Elect Director Linda A. Goodspeed For For Management 1.6 Elect Director Thomas E. Hoaglin For For Management 1.7 Elect Director Sandra Beach Lin For For Management 1.8 Elect Director Richard C. Notebaert For For Management 1.9 Elect Director Lionel L. Nowell, III For For Management 1.10 Elect Director Stephen S. Rasmussen For For Management 1.11 Elect Director Oliver G. Richard, III For For Management 1.12 Elect Director Sara Martinez Tucker For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- AMERICAN TOWER CORPORATION Ticker: AMT Security ID: 03027X100 Meeting Date: MAY 23, 2018 Meeting Type: Annual Record Date: MAR 28, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Gustavo Lara Cantu For For Management 1b Elect Director Raymond P. Dolan For For Management 1c Elect Director Robert D. Hormats For For Management 1d Elect Director Grace D. Lieblein For For Management 1e Elect Director Craig Macnab For For Management 1f Elect Director JoAnn A. Reed For For Management 1g Elect Director Pamela D.A. Reeve For For Management 1h Elect Director David E. Sharbutt For For Management 1i Elect Director James D. Taiclet, Jr. For For Management 1j Elect Director Samme L. Thompson For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- AMERICAN WATER WORKS COMPANY, INC. Ticker: AWK Security ID: 030420103 Meeting Date: MAY 11, 2018 Meeting Type: Annual Record Date: MAR 15, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jeffrey N. Edwards For For Management 1b Elect Director Martha Clark Goss For For Management 1c Elect Director Veronica M. Hagen For For Management 1d Elect Director Julia L. Johnson For For Management 1e Elect Director Karl F. Kurz For For Management 1f Elect Director George MacKenzie For For Management 1g Elect Director James G. Stavridis For For Management 1h Elect Director Susan N. Story For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Report on the Human Right to Water and Against Against Shareholder Sanitation 5 Report on Lobbying Payments and Policy Against For Shareholder 6 Report on Political Contributions Against For Shareholder -------------------------------------------------------------------------------- AQUA AMERICA, INC. Ticker: WTR Security ID: 03836W103 Meeting Date: MAY 08, 2018 Meeting Type: Annual Record Date: MAR 09, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Carolyn J. Burke For For Management 1.2 Elect Director Nicholas DeBenedictis For For Management 1.3 Elect Director Christopher H. Franklin For For Management 1.4 Elect Director William P. Hankowsky For For Management 1.5 Elect Director Daniel J. Hilferty For For Management 1.6 Elect Director Wendell F. Holland For For Management 1.7 Elect Director Ellen T. Ruff For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- ATLANTIA SPA Ticker: ATL Security ID: T05404107 Meeting Date: AUG 02, 2017 Meeting Type: Special Record Date: JUL 24, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with Merger For For Management with Abertis Infraestructuras SA and Bylaws Amendments Related 1 Approve Additional Phantom Option Plan For For Management 2017 -------------------------------------------------------------------------------- ATLANTIA SPA Ticker: ATL Security ID: T05404107 Meeting Date: FEB 21, 2018 Meeting Type: Special Record Date: FEB 12, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1 Extend the Term for the Execution of For For Management the Share Capital Increase Previously Approved by Shareholders and Reschedule the Lock-Up Period of the Special Shares -------------------------------------------------------------------------------- ATLANTIA SPA Ticker: ATL Security ID: T05404107 Meeting Date: APR 20, 2018 Meeting Type: Annual Record Date: APR 11, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements, For For Management Statutory Reports, and Allocation of Income 2 Integrate Remuneration of External For For Management Auditors 3 Authorize Share Repurchase Program and For For Management Reissuance of Repurchased Shares 4.a.1 Slate Submitted by Sintonia SpA None Did Not Vote Shareholder 4.a.2 Slate Submitted by Institutional None For Shareholder Investors (Assogestioni) 4.b Approve Internal Auditors' Remuneration For For Management 5 Approve Remuneration Policy For For Management 6 Amend Additional Phantom Option Plan For For Management 2017 A Deliberations on Possible Legal Action None Against Management Against Directors if Presented by Shareholders -------------------------------------------------------------------------------- ATMOS ENERGY CORPORATION Ticker: ATO Security ID: 049560105 Meeting Date: FEB 07, 2018 Meeting Type: Annual Record Date: DEC 15, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Robert W. Best For For Management 1b Elect Director Kim R. Cocklin For For Management 1c Elect Director Kelly H. Compton For For Management 1d Elect Director Richard W. Douglas For For Management 1e Elect Director Ruben E. Esquivel For For Management 1f Elect Director Rafael G. Garza For For Management 1g Elect Director Richard K. Gordon For For Management 1h Elect Director Robert C. Grable For For Management 1i Elect Director Michael E. Haefner For For Management 1j Elect Director Nancy K. Quinn For For Management 1k Elect Director Richard A. Sampson For For Management 1l Elect Director Stephen R. Springer For For Management 1m Elect Director Richard Ware, II For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- AUCKLAND INTERNATIONAL AIRPORT LTD. Ticker: AIA Security ID: Q06213146 Meeting Date: OCT 26, 2017 Meeting Type: Annual Record Date: OCT 24, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Justine Smyth as Director For For Management 2 Elect James Miller as Director For For Management 3 Elect Julia Hoare as Director For For Management 4 Approve Increase in Total Quantum of For For Management Annual Directors' Fees 5 Authorize Board to Fix Remuneration of For For Management the Auditors 6 Approve that Auckland Airport Against Against Shareholder Investigate Way that Jet A1 Fuel Could Be Unloaded from A Ship to Holding Tanks that Could Be Utilized by Fuel Supplier that Meets The Required Standards 7 Approve that Auckland Airport Against Against Shareholder Investigate Other Business Areas to Reduce CO2 Emissions 8 Approve that Auckland Airport Lobby Against Against Shareholder New Zealand Government to Support Use of Debt-free Money to Make Climate Change Financially Viable -------------------------------------------------------------------------------- CANADIAN NATIONAL RAILWAY COMPANY Ticker: CNR Security ID: 136375102 Meeting Date: APR 24, 2018 Meeting Type: Annual Record Date: MAR 01, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Shauneen Bruder For For Management 1.2 Elect Director Donald J. Carty For For Management 1.3 Elect Director Gordon D. Giffin For For Management 1.4 Elect Director Julie Godin For For Management 1.5 Elect Director Edith E. Holiday For For Management 1.6 Elect Director V. Maureen Kempston For For Management Darkes 1.7 Elect Director Denis Losier For For Management 1.8 Elect Director Kevin G. Lynch For For Management 1.9 Elect Director James E. O'Connor For For Management 1.10 Elect Director Robert Pace For For Management 1.11 Elect Director Robert L. Phillips For For Management 1.12 Elect Director Laura Stein For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote on Executive For For Management Compensation Approach -------------------------------------------------------------------------------- CELLNEX TELECOM S.A. Ticker: CLNX Security ID: E2R41M104 Meeting Date: MAY 30, 2018 Meeting Type: Annual Record Date: MAY 25, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Consolidated and Standalone For For Management Financial Statements 2 Approve Allocation of Income For For Management 3 Approve Discharge of Board For For Management 4 Approve Dividends For For Management 5 Amend Remuneration Policy For For Management 6.1 Fix Number of Directors at 12 For For Management 6.2 Elect Maria Luisa Guijarro Pinal as For For Management Director 6.3 Elect Anne Bouverot as Director For For Management 6.4 Ratify Appointment of and Elect Carlos For For Management del Rio Carcano as Director 6.5 Ratify Appointment of and Elect David For For Management Diaz Almazan as Director 6.6 Reelect Bertrand Boudewijn Kan as For For Management Director 6.7 Reelect Pierre Blayau as Director For For Management 6.8 Reelect Peter Shore as Director For For Management 6.9 Reelect Giampaolo Zambeletti as For For Management Director 7 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 8 Authorize Issuance of Convertible For For Management Bonds, Debentures, Warrants, and Other Debt Securities with Exclusion of Preemptive Rights up to 20 Percent of Capital 9 Authorize Share Repurchase Program For For Management 10 Authorize Board to Ratify and Execute For For Management Approved Resolutions 11 Advisory Vote on Remuneration Report For For Management -------------------------------------------------------------------------------- CHENIERE ENERGY, INC. Ticker: LNG Security ID: 16411R208 Meeting Date: MAY 17, 2018 Meeting Type: Annual Record Date: APR 02, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director G. Andrea Botta For For Management 1b Elect Director Jack A. Fusco For For Management 1c Elect Director Vicky A. Bailey For For Management 1d Elect Director Nuno Brandolini For For Management 1e Elect Director David I. Foley For For Management 1f Elect Director David B. Kilpatrick For For Management 1g Elect Director Andrew Langham For For Management 1h Elect Director Courtney R. Mather For For Management 1i Elect Director Donald F. Robillard, Jr. For For Management 1j Elect Director Neal A. Shear For For Management 1k Elect Director Heather R. Zichal For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- CMS ENERGY CORPORATION Ticker: CMS Security ID: 125896100 Meeting Date: MAY 04, 2018 Meeting Type: Annual Record Date: MAR 06, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jon E. Barfield For For Management 1b Elect Director Deborah H. Butler For For Management 1c Elect Director Kurt L. Darrow For For Management 1d Elect Director Stephen E. Ewing For For Management 1e Elect Director William D. Harvey For For Management 1f Elect Director Patricia K. Poppe For For Management 1g Elect Director John G. Russell For For Management 1h Elect Director Myrna M. Soto For For Management 1i Elect Director John G. Sznewajs For For Management 1j Elect Director Laura H. Wright For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Report on Political Contributions Against Against Shareholder -------------------------------------------------------------------------------- CROWN CASTLE INTERNATIONAL CORP. Ticker: CCI Security ID: 22822V101 Meeting Date: MAY 17, 2018 Meeting Type: Annual Record Date: MAR 23, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director P. Robert Bartolo For For Management 1b Elect Director Jay A. Brown For For Management 1c Elect Director Cindy Christy For For Management 1d Elect Director Ari Q. Fitzgerald For For Management 1e Elect Director Robert E. Garrison, II For For Management 1f Elect Director Andrea J. Goldsmith For For Management 1g Elect Director Lee W. Hogan For For Management 1h Elect Director Edward C. Hutcheson, Jr. For For Management 1i Elect Director J. Landis Martin For For Management 1j Elect Director Robert F. McKenzie For For Management 1k Elect Director Anthony J. Melone For For Management 1l Elect Director W. Benjamin Moreland For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CSX CORPORATION Ticker: CSX Security ID: 126408103 Meeting Date: MAY 18, 2018 Meeting Type: Annual Record Date: MAR 19, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Donna M. Alvarado For For Management 1b Elect Director John B. Breaux For For Management 1c Elect Director Pamela L. Carter For For Management 1d Elect Director James M. Foote For For Management 1e Elect Director Steven T. Halverson For For Management 1f Elect Director Paul C. Hilal For For Management 1g Elect Director Edward J. Kelly, III For For Management 1h Elect Director John D. McPherson For For Management 1i Elect Director David M. Moffett For For Management 1j Elect Director Dennis H. Reilley For For Management 1k Elect Director Linda H. Riefler For For Management 1l Elect Director J. Steven Whisler For For Management 1m Elect Director John J. Zillmer For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Qualified Employee Stock For For Management Purchase Plan -------------------------------------------------------------------------------- DOMINION ENERGY, INC. Ticker: D Security ID: 25746U109 Meeting Date: MAY 09, 2018 Meeting Type: Annual Record Date: MAR 02, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William P. Barr For For Management 1.2 Elect Director Helen E. Dragas For For Management 1.3 Elect Director James O. Ellis, Jr. For For Management 1.4 Elect Director Thomas F. Farrell, II For For Management 1.5 Elect Director John W. Harris For For Management 1.6 Elect Director Ronald W. Jibson For For Management 1.7 Elect Director Mark J. Kington For For Management 1.8 Elect Director Joseph M. Rigby For For Management 1.9 Elect Director Pamela J. Royal For For Management 1.10 Elect Director Robert H. Spilman, Jr. For For Management 1.11 Elect Director Susan N. Story For For Management 1.12 Elect Director Michael E. Szymanczyk For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Report on Methane Emissions Management Against Against Shareholder and Reduction Targets 5 Provide Right to Act by Written Consent Against Against Shareholder -------------------------------------------------------------------------------- DTE ENERGY COMPANY Ticker: DTE Security ID: 233331107 Meeting Date: MAY 03, 2018 Meeting Type: Annual Record Date: MAR 06, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gerard M. Anderson For For Management 1.2 Elect Director David A. Brandon For For Management 1.3 Elect Director W. Frank Fountain, Jr. For For Management 1.4 Elect Director Charles G. McClure, Jr. For For Management 1.5 Elect Director Gail J. McGovern For For Management 1.6 Elect Director Mark A. Murray For For Management 1.7 Elect Director James B. Nicholson For For Management 1.8 Elect Director Josue Robles, Jr. For For Management 1.9 Elect Director Ruth G. Shaw For For Management 1.10 Elect Director Robert C. Skaggs, Jr. For For Management 1.11 Elect Director David A. Thomas For For Management 1.12 Elect Director James H. Vandenberghe For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management 5 Independent Economic Analysis of Early Against Against Shareholder Closure of Fermi 2 Nuclear Plant 6 Reduce Ownership Threshold for Against Against Shareholder Shareholders to Call Special Meeting -------------------------------------------------------------------------------- EAST JAPAN RAILWAY CO. Ticker: 9020 Security ID: J1257M109 Meeting Date: JUN 22, 2018 Meeting Type: Annual Record Date: MAR 31, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 70 2.1 Elect Director Tomita, Tetsuro For For Management 2.2 Elect Director Ogata, Masaki For For Management 2.3 Elect Director Fukasawa, Yuji For For Management 2.4 Elect Director Kawanobe, Osamu For For Management 2.5 Elect Director Nakai, Masahiko For For Management 2.6 Elect Director Maekawa, Tadao For For Management 2.7 Elect Director Ota, Tomomichi For For Management 2.8 Elect Director Arai, Kenichiro For For Management 2.9 Elect Director Matsuki, Shigeru For For Management 2.10 Elect Director Akaishi, Ryoji For For Management 2.11 Elect Director Kise, Yoichi For For Management 2.12 Elect Director Nishino, Fumihisa For For Management 2.13 Elect Director Hamaguchi, Tomokazu For For Management 2.14 Elect Director Ito, Motoshige For For Management 2.15 Elect Director Amano, Reiko For For Management -------------------------------------------------------------------------------- EMERA INCORPORATED Ticker: EMA Security ID: 290876101 Meeting Date: MAY 24, 2018 Meeting Type: Annual Record Date: MAR 28, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Scott C. Balfour For For Management 1.2 Elect Director Sylvia D. Chrominska For For Management 1.3 Elect Director Henry E. Demone For For Management 1.4 Elect Director Allan L. Edgeworth For For Management 1.5 Elect Director James D. Eisenhauer For For Management 1.6 Elect Director Kent M. Harvey For For Management 1.7 Elect Director B. Lynn Loewen For For Management 1.8 Elect Director Donald A. Pether For For Management 1.9 Elect Director John B. Ramil For For Management 1.10 Elect Director Andrea S. Rosen For For Management 1.11 Elect Director Richard P. Sergel For For Management 1.12 Elect Director M. Jacqueline Sheppard For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Authorize Board to Fix Remuneration of For For Management Auditors 4 Advisory Vote on Executive For For Management Compensation Approach -------------------------------------------------------------------------------- ENBRIDGE INC. Ticker: ENB Security ID: 29250N105 Meeting Date: MAY 09, 2018 Meeting Type: Annual Record Date: MAR 12, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Pamela L. Carter For For Management 1.2 Elect Director Clarence P. Cazalot, Jr. For For Management 1.3 Elect Director Marcel R. Coutu For For Management 1.4 Elect Director Gregory L. Ebel For For Management 1.5 Elect Director J. Herb England For For Management 1.6 Elect Director Charles W. Fischer For For Management 1.7 Elect Director V. Maureen Kempston For For Management Darkes 1.8 Elect Director Michael McShane For For Management 1.9 Elect Director Al Monaco For For Management 1.10 Elect Director Michael E.J. Phelps For For Management 1.11 Elect Director Dan C. Tutcher For For Management 1.12 Elect Director Catherine L. Williams For For Management 2 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 3 Advisory Vote on Executive For For Management Compensation Approach 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- ENEL SPA Ticker: ENEL Security ID: T3679P115 Meeting Date: MAY 24, 2018 Meeting Type: Annual/Special Record Date: MAY 15, 2018 # 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 Authorize Share Repurchase Program and For For Management Reissuance of Repurchased Shares 4 Integrate Remuneration of Auditors For For Management 5 Approve Long Term Incentive Plan For For Management 6 Approve Remuneration Policy For For Management 1.a Amend Company Bylaws Re: Article 31 For For Management 1.b Amend Company Bylaws Re: Article 21 For For Management A Deliberations on Possible Legal Action None Against Management Against Directors if Presented by Shareholders -------------------------------------------------------------------------------- ENGIE Ticker: ENGI Security ID: F7629A107 Meeting Date: MAY 18, 2018 Meeting Type: Annual/Special Record Date: MAY 15, 2018 # 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 Allocation of Income and For For Management Dividends of EUR 0.7 per Share and an Extra of EUR 0.07 per Share to Long Term Registered Shares 4 Approve Transactions Relating to the For For Management Merging of the French Natural Gas Terminal and Transmission Businesses 5 Approve Transaction with the French For For Management State Re: Purchase of 11.1 Million Shares 6 Approve Transaction with the French For For Management State Re: Potential Purchase of Shares, Depending on the Number of Shares Acquired by the Employees under the Link 2018 Employee Shareholding Plan 7 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 8 Elect Jean-Pierre Clamadieu as Director For For Management 9 Elect Ross McInnes as Director For For Management 10 Approve Compensation of Isabelle For For Management Kocher, CEO 11 Approve Remuneration Policy of For For Management Chairman of the Board since May 18, 2018 12 Approve Remuneration Policy of CEO For For Management since Jan. 1, 2018 13 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 225 Million 14 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 225 Million 15 Approve Issuance of Equity or For For Management Equity-Linked Securities for Private Placements up to Aggregate Nominal Amount of EUR 225 Million 16 Authorize Board to Increase Capital in For For Management the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote under Items 13 to 15 17 Authorize Capital Increase of up to 10 For For Management Percent of Issued Capital for Contributions in Kind 18 Authorize Issuance of Equity or For Against Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 225 Million, Only in the Event of a Public Tender Offer or Share Exchange Offer 19 Authorize Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 225 Million, Only in the Event of a Public Tender Offer or Share Exchange Offer 20 Approve Issuance of Equity or For Against Management Equity-Linked Securities for Private Placements up to Aggregate Nominal Amount of EUR 225 Million, Only in the Event of a Public Tender Offer or Share Exchange Offer 21 Authorize Board to Increase Capital in For Against Management the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote under Items 18 to 20, Only in the Event of a Public Tender Offer or Share Exchange Offer 22 Authorize Capital Increase of up to 10 For Against Management Percent of Issued Capital for Contributions in Kind, Only in the Event of a Public Tender Offer 23 Set Total Limit for Capital Increase For For Management to Result from All Issuance Requests at EUR 265 Million 24 Authorize Capitalization of Reserves For Against Management for Bonus Issue or Increase in Par Value, Only in the Event of a public Tender Offer 25 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 26 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 27 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans Reserved for Employees of International Subsidiaries 28 Authorize up to 0.75 Percent of Issued For For Management Capital for Use in Restricted Stock Plans 29 Authorize up to 0.75 Percent of Issued For For Management Capital for Use in Restricted Stock Plans Reserved for Some Employees and Corporate Officers 30 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- FLUGHAFEN ZUERICH AG Ticker: FHZN Security ID: H26552135 Meeting Date: APR 19, 2018 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 3 Accept Financial Statements and For For Management Statutory Reports 4 Approve Remuneration Report For For Management (Non-Binding) 5 Approve Discharge of Board of Directors For For Management 6.1 Approve Allocation of Income and For For Management Ordinary Dividends of CHF 3.30 per Share 6.2 Approve Dividends from Capital For For Management Contribution Reserves of CHF 3.20 per Share 7.1 Approve Maximum Remuneration of Board For For Management of Directors in the Amount of CHF 1.6 Million 7.2 Approve Maximum Remuneration of For For Management Executive Committee in the Amount of CHF 4.5 Million 8.1.1 Reelect Guglielmo Brentel as Director For For Management 8.1.2 Reelect Josef Felder as Director For For Management 8.1.3 Reelect Stephan Gemkow as Director For For Management 8.1.4 Reelect Corine Mauch as Director For For Management 8.1.5 Reelect Andreas Schmid as Director For For Management 8.2 Elect Andreas Schmid as Board Chairman For For Management 8.3.1 Appoint Vincent Albers as Member of For For Management the Nomination and Compensation Committee 8.3.2 Appoint Guglielmo Brentel as Member of For For Management the Nomination and Compensation Committee 8.3.3 Appoint Eveline Saupper as Member of For For Management the Nomination and Compensation Committee 8.3.4 Appoint Andreas Schmid as Non-Voting For For Management Member of the Nomination and Compensation Committee 8.4 Designate Marianne Sieger as For For Management Independent Proxy 8.5 Ratify Ernst & Young AG as Auditors For For Management 9 Transact Other Business (Voting) For Against Management -------------------------------------------------------------------------------- FORTIS INC. Ticker: FTS Security ID: 349553107 Meeting Date: MAY 03, 2018 Meeting Type: Annual Record Date: MAR 16, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Tracey C. Ball For For Management 1.2 Elect Director Pierre J. Blouin For For Management 1.3 Elect Director Paul J. Bonavia For For Management 1.4 Elect Director Lawrence T. Borgard For For Management 1.5 Elect Director Maura J. Clark For For Management 1.6 Elect Director Margarita K. Dilley For For Management 1.7 Elect Director Julie A. Dobson For For Management 1.8 Elect Director Ida J. Goodreau For For Management 1.9 Elect Director Douglas J. Haughey For For Management 1.10 Elect Director Barry V. Perry For For Management 1.11 Elect Director Joseph L. Welch For For Management 1.12 Elect Director Jo Mark Zurel 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 -------------------------------------------------------------------------------- FRONTERA ENERGY CORPORATION Ticker: FEC Security ID: 35905B107 Meeting Date: MAY 31, 2018 Meeting Type: Annual/Special Record Date: APR 20, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1 Fix Number of Directors at Six For For Management 2.1 Elect Director Luis Fernando Alarcon For For Management 2.2 Elect Director W. Ellis Armstrong For For Management 2.3 Elect Director Gabriel de Alba For For Management 2.4 Elect Director Raymond Bromark For For Management 2.5 Elect Director Russell Ford For For Management 2.6 Elect Director Camilo Marulanda For For Management 3 Approve Ernst & Young LLP as Auditors For For Management and Authorize Board to Fix Their Remuneration 4 Approve Stock Split For For Management -------------------------------------------------------------------------------- IBERDROLA S.A. Ticker: IBE Security ID: E6165F166 Meeting Date: APR 13, 2018 Meeting Type: Annual Record Date: APR 09, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Consolidated and Standalone For For Management Financial Statements 2 Approve Consolidated and Standalone For For Management Management Reports 3 Approve Discharge of Board For For Management 4 Elect Anthony L. Gardner as Director For For Management 5 Reelect Georgina Kessel Martinez as For For Management Director 6 Approve Allocation of Income and For For Management Dividends 7 Authorize Capitalization of Reserves For For Management for Scrip Dividends 8 Authorize Capitalization of Reserves For For Management for Scrip Dividends 9 Authorize Share Repurchase and Capital For For Management Reduction via Amortization of Repurchased Shares 10 Advisory Vote on Remuneration Report For For Management 11 Approve Remuneration Policy For For Management 12 Authorize Share Repurchase Program For For Management 13 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- KINDER MORGAN, INC. Ticker: KMI Security ID: 49456B101 Meeting Date: MAY 09, 2018 Meeting Type: Annual Record Date: MAR 12, 2018 # 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 Kimberly A. Dang For For Management 1.4 Elect Director Ted A. Gardner For For Management 1.5 Elect Director Anthony W. Hall, Jr. For For Management 1.6 Elect Director Gary L. Hultquist For For Management 1.7 Elect Director Ronald L. Kuehn, Jr. For For Management 1.8 Elect Director Deborah A. Macdonald For For Management 1.9 Elect Director Michael C. Morgan For For Management 1.10 Elect Director Arthur C. Reichstetter For For Management 1.11 Elect Director Fayez Sarofim For For Management 1.12 Elect Director C. Park Shaper For For Management 1.13 Elect Director William A. Smith For For Management 1.14 Elect Director Joel V. Staff For For Management 1.15 Elect Director Robert F. Vagt For For Management 1.16 Elect Director Perry M. Waughtal For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency Three One Year Management Years 5 Report on Methane Emissions Management Against Against Shareholder 6 Report on Sustainability Against Against Shareholder 7 Assess Portfolio Impacts of Policies Against Against Shareholder to Meet 2 Degree Scenario -------------------------------------------------------------------------------- NATIONAL GRID PLC Ticker: NG. Security ID: G6S9A7120 Meeting Date: JUL 31, 2017 Meeting Type: Annual Record Date: JUL 29, 2017 # 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 John Pettigrew as Director For For Management 5 Re-elect Andrew Bonfield as Director For For Management 6 Re-elect Dean Seavers as Director For For Management 7 Re-elect Nicola Shaw as Director For For Management 8 Re-elect Nora Brownell as Director For For Management 9 Re-elect Jonathan Dawson as Director For For Management 10 Elect Pierre Dufour as Director For For Management 11 Re-elect Therese Esperdy as Director For For Management 12 Re-elect Paul Golby as Director For For Management 13 Re-elect Mark Williamson as Director For For Management 14 Appoint Deloitte LLP as Auditors For For Management 15 Authorise Board to Fix Remuneration of For For Management Auditors 16 Approve Remuneration Policy For For Management 17 Approve Remuneration Report For For Management 18 Authorise EU Political Donations and For For Management Expenditure 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 Issue of Equity without For For Management Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment 22 Authorise Market Purchase of Ordinary For For Management Shares 23 Authorise the Company to Call General For For Management Meeting with Two Weeks' Notice -------------------------------------------------------------------------------- NEXTERA ENERGY, INC. Ticker: NEE Security ID: 65339F101 Meeting Date: MAY 24, 2018 Meeting Type: Annual Record Date: MAR 26, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Sherry S. Barrat For For Management 1b Elect Director James L. Camaren For For Management 1c Elect Director Kenneth B. Dunn For For Management 1d Elect Director Naren K. Gursahaney For For Management 1e Elect Director Kirk S. Hachigian For For Management 1f Elect Director Toni Jennings For For Management 1g Elect Director Amy B. Lane For For Management 1h Elect Director James L. Robo For For Management 1i Elect Director Rudy E. Schupp For For Management 1j Elect Director John L. Skolds For For Management 1k Elect Director William H. Swanson For For Management 1l Elect Director Hansel E. Tookes, II For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Provide Right to Act by Written Consent Against Against Shareholder 5 Report on Political Contributions Against Against Shareholder -------------------------------------------------------------------------------- NISOURCE INC. Ticker: NI Security ID: 65473P105 Meeting Date: MAY 08, 2018 Meeting Type: Annual Record Date: MAR 13, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter A. Altabef For For Management 1.2 Elect Director Eric L. Butler For For Management 1.3 Elect Director Aristides S. Candris For For Management 1.4 Elect Director Wayne S. DeVeydt For For Management 1.5 Elect Director Joseph Hamrock For For Management 1.6 Elect Director Deborah A. Henretta For For Management 1.7 Elect Director Michael E. Jesanis For For Management 1.8 Elect Director Kevin T. Kabat For For Management 1.9 Elect Director Richard L. Thompson For For Management 1.10 Elect Director Carolyn Y. Woo For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors 4 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- NORFOLK SOUTHERN CORPORATION Ticker: NSC Security ID: 655844108 Meeting Date: MAY 10, 2018 Meeting Type: Annual Record Date: MAR 01, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Thomas D. Bell, Jr. For For Management 1b Elect Director Wesley G. Bush For For Management 1c Elect Director Daniel A. Carp For For Management 1d Elect Director Mitchell E. Daniels, Jr. For For Management 1e Elect Director Marcela E. Donadio For For Management 1f Elect Director Steven F. Leer For For Management 1g Elect Director Michael D. Lockhart For For Management 1h Elect Director Amy E. Miles For For Management 1i Elect Director Martin H. Nesbitt For For Management 1j Elect Director Jennifer F. Scanlon For For Management 1k Elect Director James A. Squires For For Management 1l Elect Director John R. Thompson For For Management 2 Ratify KPMG LLPas Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- ONE GAS, INC. Ticker: OGS Security ID: 68235P108 Meeting Date: MAY 24, 2018 Meeting Type: Annual Record Date: MAR 26, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John W. Gibson For For Management 1.2 Elect Director Pattye L. Moore For For Management 1.3 Elect Director Douglas H. Yaeger For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management 5 Amend Articles of Incorporation to For For Management Declassify the Board, to Provide for the Annual Election of All Directors, and to Provide Directors May Be Removed With or Without Cause -------------------------------------------------------------------------------- ONEOK, INC. Ticker: OKE Security ID: 682680103 Meeting Date: MAY 23, 2018 Meeting Type: Annual Record Date: MAR 26, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Brian L. Derksen For For Management 1.2 Elect Director Julie H. Edwards For For Management 1.3 Elect Director John W. Gibson For For Management 1.4 Elect Director Randall J. Larson For For Management 1.5 Elect Director Steven J. Malcolm For For Management 1.6 Elect Director Jim W. Mogg For For Management 1.7 Elect Director Pattye L. Moore For For Management 1.8 Elect Director Gary D. Parker For For Management 1.9 Elect Director Eduardo A. Rodriguez For For Management 1.10 Elect Director Terry K. Spencer For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Approve Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- ORSTED A/S Ticker: ORSTED Security ID: K7653Q105 Meeting Date: MAR 08, 2018 Meeting Type: Annual Record Date: MAR 01, 2018 # 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 and For For Management Dividends of DKK 9 Per Share 5 Authorize Share Repurchase Program None None Management (The Board is Not Requesting Any Authorization) 6a Amend Articles Re: Editorial Changes For For Management 6b Amend Articles Re: Discontinuation of For For Management the Nomination Committee 6c Approve Financial Reporting in English For For Management 6d Approve Guidelines for Incentive-Based For For Management Compensation for Executive Management and Board 6e Authorize Editorial Changes to Adopted For For Management Resolutions in Connection with Registration with Danish Authorities 7a Determine Number of Members (8) and For For Management Deputy Members (0) of Board 7b Reelect Thomas Andersen (Chairman) as For For Management Director 7c Reelect Lene Skole (Vice Chairman) as For For Management Director 7d Reelect Lynda Armstrong as Director For For Management 7e Reelect Pia Gjellerup as Director For For Management 7f Reelect Benny Loft as Director For For Management 7g Reelect Peter Korsholm as Director For For Management 7h Elect Dieter Wemmer as New Director For For Management 7i Elect Jorgen Kildahl as New Director For For Management 8 Approve Remuneration of Directors in For For Management the Amount of DKK 960,000 for Chairman, DKK 640,000 for Vice Chairman, and DKK 320,000 for Other Directors; Approve Remuneration for Committee Work 9 Ratify PricewaterhouseCoopers as For For Management Auditors 10 Other Business None None Management -------------------------------------------------------------------------------- PEMBINA PIPELINE CORPORATION Ticker: PPL Security ID: 706327103 Meeting Date: MAY 04, 2018 Meeting Type: Annual Record Date: MAR 16, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Anne-Marie N. Ainsworth For For Management 1.2 Elect Director Douglas J. Arnell 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 Maureen E. Howe For For Management 1.6 Elect Director Gordon J. Kerr For For Management 1.7 Elect Director David M.B. LeGresley For For Management 1.8 Elect Director Robert B. Michaleski For For Management 1.9 Elect Director Leslie A. O'Donoghue For For Management 1.10 Elect Director Bruce D. Rubin For For Management 1.11 Elect Director Jeffrey T. Smith For For Management 1.12 Elect Director Henry W. Sykes 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 -------------------------------------------------------------------------------- PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED Ticker: PEG Security ID: 744573106 Meeting Date: APR 17, 2018 Meeting Type: Annual Record Date: FEB 16, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Willie A. Deese For For Management 1.2 Elect Director William V. Hickey For For Management 1.3 Elect Director Ralph Izzo For For Management 1.4 Elect Director Shirley Ann Jackson For For Management 1.5 Elect Director David Lilley For For Management 1.6 Elect Director Barry H. Ostrowsky For For Management 1.7 Elect Director Thomas A. Renyi For For Management 1.8 Elect Director Hak Cheol (H.C.) Shin For For Management 1.9 Elect Director Richard J. Swift For For Management 1.10 Elect Director Susan Tomasky For For Management 1.11 Elect Director Alfred W. Zollar For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- SEMPRA ENERGY Ticker: SRE Security ID: 816851109 Meeting Date: MAY 10, 2018 Meeting Type: Annual Record Date: MAR 16, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alan L. Boeckmann For For Management 1.2 Elect Director Kathleen L. Brown For For Management 1.3 Elect Director Andres Conesa For For Management 1.4 Elect Director Maria Contreras-Sweet For For Management 1.5 Elect Director Pablo A. Ferrero For For Management 1.6 Elect Director William D. Jones For For Management 1.7 Elect Director Jeffrey W. Martin For For Management 1.8 Elect Director Bethany J. Mayer For For Management 1.9 Elect Director William G. Ouchi For For Management 1.10 Elect Director Debra L. Reed For For Management 1.11 Elect Director William C. Rusnack For For Management 1.12 Elect Director Lynn Schenk For For Management 1.13 Elect Director Jack T. Taylor For For Management 1.14 Elect Director James C. Yardley For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Proxy Access Right Against Against Shareholder -------------------------------------------------------------------------------- SPIRE INC. Ticker: SR Security ID: 84857L101 Meeting Date: JAN 25, 2018 Meeting Type: Annual Record Date: NOV 30, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mark A. Borer For For Management 1.2 Elect Director Maria V. Fogarty For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- SYDNEY AIRPORT Ticker: SYD Security ID: Q8808P103 Meeting Date: MAY 25, 2018 Meeting Type: Annual Record Date: MAY 23, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Remuneration Report For For Management 2 Elect Trevor Gerber as Director For For Management 3 Elect Grant Fenn as Director For Against Management 4 Elect Abigail Cleland as Director For For Management 5 Approve Grant of Rights to Geoff For For Management Culbert 1 Elect Russell Balding as Director For For Management -------------------------------------------------------------------------------- TARGA RESOURCES CORP. Ticker: TRGP Security ID: 87612G101 Meeting Date: MAY 24, 2018 Meeting Type: Annual Record Date: APR 02, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert B. Evans For For Management 1.2 Elect Director Joe Bob Perkins For For Management 1.3 Elect Director Ershel C. Redd, Jr. For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- THE WILLIAMS COMPANIES, INC. Ticker: WMB Security ID: 969457100 Meeting Date: MAY 10, 2018 Meeting Type: Annual Record Date: MAR 20, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alan S. Armstrong For For Management 1.2 Elect Director Stephen W. Bergstrom For For Management 1.3 Elect Director Stephen I. Chazen For For Management 1.4 Elect Director Charles I. Cogut For For Management 1.5 Elect Director Kathleen B. Cooper For For Management 1.6 Elect Director Michael A. Creel For For Management 1.7 Elect Director Peter A. Ragauss For For Management 1.8 Elect Director Scott D. Sheffield For For Management 1.9 Elect Director Murray D. Smith For For Management 1.10 Elect Director William H. Spence For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- TRANSCANADA CORPORATION Ticker: TRP Security ID: 89353D107 Meeting Date: APR 27, 2018 Meeting Type: Annual Record Date: MAR 12, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kevin E. Benson For For Management 1.2 Elect Director Stephan Cretier For For Management 1.3 Elect Director Russell K. Girling For For Management 1.4 Elect Director S. Barry Jackson For For Management 1.5 Elect Director John E. Lowe For For Management 1.6 Elect Director Paula Rosput Reynolds For For Management 1.7 Elect Director Mary Pat Salomone For For Management 1.8 Elect Director Indira V. Samarasekera 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 Thierry Vandal 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 4 SP 1: Report on Climate Change For For Shareholder -------------------------------------------------------------------------------- TRANSURBAN GROUP Ticker: TCL Security ID: Q9194A106 Meeting Date: OCT 12, 2017 Meeting Type: Annual Record Date: OCT 10, 2017 # Proposal Mgt Rec Vote Cast Sponsor 2a Elect Jane Wilson as Director For For Management 2b Elect Neil Chatfield as Director For For Management 2c Elect Robert Edgar as Director For For Management 3 Approve the Remuneration Report For For Management 4 Approve Grant of Performance Awards to For For Management Scott Charlton -------------------------------------------------------------------------------- UNION PACIFIC CORPORATION Ticker: UNP Security ID: 907818108 Meeting Date: MAY 10, 2018 Meeting Type: Annual Record Date: MAR 09, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Andrew H. Card, Jr. For For Management 1b Elect Director Erroll B. Davis, Jr. For For Management 1c Elect Director David B. Dillon For For Management 1d Elect Director Lance M. Fritz For For Management 1e Elect Director Deborah C. Hopkins For For Management 1f Elect Director Jane H. Lute For For Management 1g Elect Director Michael R. McCarthy For For Management 1h Elect Director Thomas F. McLarty, III For For Management 1i Elect Director Bhavesh V. Patel For For Management 1j Elect Director Jose H. Villarreal For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- VECTREN CORPORATION Ticker: VVC Security ID: 92240G101 Meeting Date: MAY 16, 2018 Meeting Type: Annual Record Date: MAR 09, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Derrick Burks For For Management 1.2 Elect Director Carl L. Chapman For For Management 1.3 Elect Director James H. For For Management DeGraffenreidt, Jr. 1.4 Elect Director John D. Engelbrecht For For Management 1.5 Elect Director Anton H. George For For Management 1.6 Elect Director Robert G. Jones For For Management 1.7 Elect Director Patrick K. Mullen For For Management 1.8 Elect Director R. Daniel Sadlier For For Management 1.9 Elect Director Michael L. Smith For For Management 1.10 Elect Director Teresa J. Tanner For For Management 1.11 Elect Director Jean L. Wojtowicz For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- VINCI Ticker: DG Security ID: F5879X108 Meeting Date: APR 17, 2018 Meeting Type: Annual/Special Record Date: APR 12, 2018 # 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 2.45 per Share 4 Reelect Xavier Huillard as Director For For Management 5 Reelect Yves-Thibault de Silguy as For For Management Director 6 Reelect Marie-Christine Lombard as For For Management Director 7 Reelect Qatar Holding LLC as Director For For Management 8 Elect Rene Medori as Director For For Management 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 Termination Package of Xavier For For Management Huillard 12 Approve Transaction with For For Management YTSeuropaconsultants Re: Services Agreement 13 Approve Remuneration Policy for For For Management Chairman and CEO 14 Approve Compensation of Xavier For For Management Huillard, Chairman and CEO 15 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 16 Authorize up to 1 Percent of Issued For For Management Capital for Use in Restricted Stock Plans 17 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 18 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans Reserved for Employees of International Subsidiaries 19 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- VISTRA ENERGY CORP. Ticker: VST Security ID: 92840M102 Meeting Date: MAR 02, 2018 Meeting Type: Special Record Date: JAN 19, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Issue Shares in Connection with For For Management Acquisition 3 Adjourn Meeting For For Management -------------------------------------------------------------------------------- XCEL ENERGY INC. Ticker: XEL Security ID: 98389B100 Meeting Date: MAY 16, 2018 Meeting Type: Annual Record Date: MAR 20, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Richard K. Davis For For Management 1b Elect Director Ben Fowke For For Management 1c Elect Director Richard T. O'Brien For For Management 1d Elect Director David K. Owens For For Management 1e Elect Director Christopher J. For For Management Policinski 1f Elect Director James T. Prokopanko For For Management 1g Elect Director A. Patricia Sampson For For Management 1h Elect Director James J. Sheppard For For Management 1i Elect Director David A. Westerlund For For Management 1j Elect Director Kim Williams For For Management 1k Elect Director Timothy V. Wolf For For Management 1l Elect Director Daniel Yohannes For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors ========== 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 Inc. By: ---------------------------- George R. Aylward, President Date: August 22, 2018