================================================================================ 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., One Financial Plaza, 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: 07/01/2018 - 06/30/2019 ================================================================================ ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-04739 Reporting Period: 07/01/2018 - 06/30/2019 Virtus Total Return Fund Inc. ======================== Virtus Total Return Fund Inc. ========================= AENA S.M.E. SA Ticker: AENA Security ID: E526K0106 Meeting Date: APR 09, 2019 Meeting Type: Annual Record Date: APR 04, 2019 # 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 Non-Financial Information For For Management Report 5 Approve Discharge of Board For For Management 6 Appoint KPMG Auditores as Auditor For For Management 7.1 Ratify Appointment of and Elect For For Management Maurici Lucena Betriu as Director 7.2 Ratify Appointment of and Elect For For Management Angelica Martinez Ortega as Director 7.3 Ratify Appointment of and Elect For For Management Francisco Ferrer Moreno as Director 7.4 Ratify Appointment of and Elect Juan For For Management Ignacio Diaz Bidart as Director 7.5 Ratify Appointment of and Elect Marta For For Management Bardon Fernandez-Pacheco as Director 7.6 Ratify Appointment of and Elect Josep For For Management Antoni Duran i Lleida as Director 7.7 Reelect Pilar Arranz Notario as For For Management Director 7.8 Reelect TCI Advisory Services LLP as For For Management Director 7.9 Elect Jordi Hereu Boher as Director For For Management 7.10 Elect Leticia Iglesias Herraiz as For For Management Director 8 Amend Articles Re: Appointments and For For Management Remuneration Committee 9 Amend Article 13.4 (v) of General For For Management Meeting Regulations Re: Appointments and Remuneration Committee 10 Advisory Vote on Remuneration Report For For Management 11 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- AEROPORTS DE PARIS SA Ticker: ADP Security ID: F00882104 Meeting Date: MAY 20, 2019 Meeting Type: Annual Record Date: MAY 15, 2019 # 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 3.70 per Share 4 Approve Transaction with the French For For Management State 5 Approve Transaction with Cite de l For For Management Architecture et du Patrimoine 6 Approve Transaction with Institut For For Management Francais 7 Approve Transaction with SNCF Reseau For For Management and Caisse des Depots et Consignations 8 Approve Transaction with SNCF Reseau For For Management 9 Approve Transaction with Societe For For Management Gestionnaire d Infrastructure CDG Express 10 Approve Transaction with Societe For For Management Gestionnaire d Infrastructure CDG Express and SNCF Reseau 11 Approve Transaction with the French For For Management State, Societe Gestionnaire d Infrastructure CDG Express, SNCF Reseau, Caisse des Depots et Consignations and BNP Paribas 12 Approve Transaction with Musee d Orsay For For Management et de l Orangerie 13 Approve Transaction with Atout France For For Management 14 Approve Transaction with Musee du For For Management Louvre 15 Approve Transaction with Societe du For For Management Grand Paris 16 Approve Transaction with Etablissement For For Management Public du Chateau, du Musee et du Domaine National de Versailles 17 Approve Transaction with RATP For For Management 18 Approve Transaction with Institut pour For For Management l Innovation Economique et Sociale 19 Approve Transaction with Media For For Management Aeroports de Paris 20 Approve Transaction with TAV For For Management Construction and Herve 21 Approve Transaction with the French For For Management State and SNCF Reseau 22 Authorize Repurchase of Up to 5 For Against Management Percent of Issued Share Capital 23 Approve Compensation of Augustin de For For Management Romanet, Chairman and CEO 24 Approve Remuneration Policy of For For Management Chairman and CEO 25 Ratify Appointment of Christophe For Against Management Mirmand as Director 26 Reelect Augustin de Romanet as Director For For Management 27 Reelect Jacques Gounon as Director For Against Management 28 Reelect VINCI as Director For Against Management 29 Reelect Predica Prevoyance Dialogue du For Against Management Credit Agricole as Director 30 Reelect Jacoba Van der Meijs as For Against Management Director 31 Elect Dirk Benschop as Director For Against Management 32 Elect Fanny Letier as Director For Against Management 33 Renew Appointment of Christine Janodet For Against Management as Censor 34 Renew Appointment of Anne Hidalgo as For Against Management Censor 35 Appoint Valerie Pecresse as Censor For Against Management 36 Appoint Patrick Renaud as Censor For Against Management 37 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- AMERICAN ELECTRIC POWER CO., INC. Ticker: AEP Security ID: 025537101 Meeting Date: APR 23, 2019 Meeting Type: Annual Record Date: FEB 25, 2019 # 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 Margaret M. McCarthy For For Management 1.9 Elect Director Richard C. Notebaert For For Management 1.10 Elect Director Lionel L. Nowell, III For For Management 1.11 Elect Director Stephen S. Rasmussen For For Management 1.12 Elect Director Oliver G. Richard, III For For Management 1.13 Elect Director Sara Martinez Tucker For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Eliminate Preemptive Rights For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- AMERICAN TOWER CORPORATION Ticker: AMT Security ID: 03027X100 Meeting Date: MAY 21, 2019 Meeting Type: Annual Record Date: MAR 27, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Raymond P. Dolan For For Management 1b Elect Director Robert D. Hormats For For Management 1c Elect Director Gustavo Lara Cantu 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 For For Management 1j Elect Director Samme L. Thompson For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditor 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Require Independent Board Chairman Against Against Shareholder 5 Report on Political Contributions Against Against Shareholder -------------------------------------------------------------------------------- AMERICAN WATER WORKS COMPANY, INC. Ticker: AWK Security ID: 030420103 Meeting Date: MAY 10, 2019 Meeting Type: Annual Record Date: MAR 15, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jeffery 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 Auditor 4 Report on Political Contributions Against Against Shareholder 5 Report on Lobbying Payments and Policy Against For Shareholder -------------------------------------------------------------------------------- ANTERO MIDSTREAM GP LP Ticker: AMGP Security ID: 03675Y103 Meeting Date: MAR 08, 2019 Meeting Type: Special Record Date: JAN 11, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Conversion from Delaware For For Management Limited Partnership to a Delaware Corporation 2 Approve Merger Agreement For For Management 3 Approve Omnibus Stock Plan For For Management 4 Approve Issuance of Shares for a For For Management Private Placement -------------------------------------------------------------------------------- ATLANTIA SPA Ticker: ATL Security ID: T05404107 Meeting Date: APR 18, 2019 Meeting Type: Annual Record Date: APR 09, 2019 # 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 Fix Number of Directors None For Shareholder 4.b.1 Slate 1 Submitted by Sintonia SpA None Did Not Vote Shareholder 4.b.2 Slate 2 Submitted by Institutional None For Shareholder Investors (Assogestioni) 4.c Elect Fabio Cerchiai as Board Chair None For Shareholder 4.d Approve Remuneration of Directors None For Shareholder 5 Approve Remuneration Policy For Against Management A Deliberations on Possible Legal Action None Against Management Against Directors if Presented by Shareholders -------------------------------------------------------------------------------- ATMOS ENERGY CORP. Ticker: ATO Security ID: 049560105 Meeting Date: FEB 06, 2019 Meeting Type: Annual Record Date: DEC 14, 2018 # 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 Sean Donohue For For Management 1e Elect Director Rafael G. Garza For For Management 1f Elect Director Richard K. Gordon For For Management 1g Elect Director Robert C. Grable For For Management 1h Elect Director Michael E. Haefner For For Management 1i Elect Director Nancy K. Quinn For For Management 1j Elect Director Richard A. Sampson For For Management 1k Elect Director Stephen R. Springer For For Management 1l Elect Director Diana J. Walters 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 4 Report on Methane Leaks & Management Against Against Shareholder Actions -------------------------------------------------------------------------------- CELLNEX TELECOM SA Ticker: CLNX Security ID: E2R41M104 Meeting Date: MAY 08, 2019 Meeting Type: Annual Record Date: MAY 03, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Consolidated and Standalone For For Management Financial Statements 2 Approve Non-Financial Information For For Management Report 3 Approve Treatment of Net Loss For For Management 4 Approve Discharge of Board For For Management 5 Renew Appointment of Deloitte as For For Management Auditor 6 Amend Article 26 Re: Director For For Management Remuneration 7 Approve Annual Maximum Remuneration For For Management 8 Approve Grant of Shares to CEO For For Management 9 Approve Remuneration Policy For For Management 10.1 Reelect Tobias Martinez Gimeno as For For Management Director 10.2 Ratify Appointment of and Elect Marco For For Management Patuano as Director 10.3 Ratify Appointment of and Elect Carlo For For Management Bertazzo as Director 10.4 Ratify Appointment of and Elect For For Management Elisabetta De Bernardi di Valserra as Director 10.5 Ratify Appointment of and Elect John For For Management Benedict Mc Carthy as Director 11 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 10 Percent 12 Authorize Issuance of Convertible For For Management Bonds, Debentures, Warrants, and Other Debt Securities with Exclusion of Preemptive Rights up to 10 Percent of Capital 13 Authorize Board to Ratify and Execute For For Management Approved Resolutions 14 Advisory Vote on Remuneration Report For For Management -------------------------------------------------------------------------------- CHENIERE ENERGY, INC. Ticker: LNG Security ID: 16411R208 Meeting Date: MAY 16, 2019 Meeting Type: Annual Record Date: APR 01, 2019 # 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 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 03, 2019 Meeting Type: Annual Record Date: MAR 05, 2019 # 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 Suzanne F. Shank For For Management 1i Elect Director Myrna M. Soto For For Management 1j Elect Director John G. Sznewajs For For Management 1k 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 Auditor 4 Report on Political Contributions Against Against Shareholder Disclosure -------------------------------------------------------------------------------- CROWN CASTLE INTERNATIONAL CORP. Ticker: CCI Security ID: 22822V101 Meeting Date: MAY 16, 2019 Meeting Type: Annual Record Date: MAR 22, 2019 # 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 03, 2019 Meeting Type: Annual Record Date: MAR 04, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Donna M. Alvarado For For Management 1b Elect Director Pamela L. Carter For For Management 1c Elect Director James M. Foote For For Management 1d Elect Director Steven T. Halverson For For Management 1e Elect Director Paul C. Hilal For For Management 1f Elect Director John D. McPherson For For Management 1g Elect Director David M. Moffett For For Management 1h Elect Director Linda H. Riefler For For Management 1i Elect Director J. Steven Whisler For For Management 1j 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 Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- DOMINION ENERGY, INC. Ticker: D Security ID: 25746U109 Meeting Date: MAY 07, 2019 Meeting Type: Annual Record Date: MAR 01, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James A. Bennett 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 D. Maybank Hagood For For Management 1.6 Elect Director John W. Harris For For Management 1.7 Elect Director Ronald W. Jibson For For Management 1.8 Elect Director Mark J. Kington For For Management 1.9 Elect Director Joseph M. Rigby For For Management 1.10 Elect Director Pamela J. Royal For For Management 1.11 Elect Director Robert H. Spilman, Jr. For For Management 1.12 Elect Director Susan N. Story For For Management 1.13 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 Increase Authorized Common Stock For For Management 5 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- DTE ENERGY COMPANY Ticker: DTE Security ID: 233331107 Meeting Date: MAY 09, 2019 Meeting Type: Annual Record Date: MAR 12, 2019 # 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 Ruth G. Shaw For For Management 1.8 Elect Director Robert C. Skaggs, Jr. For For Management 1.9 Elect Director David A. Thomas For For Management 1.10 Elect Director James H. Vandenberghe For For Management 1.11 Elect Director Valerie M. Williams 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 Require Independent Board Chairman Against Against Shareholder 5 Report on Political Contributions Against Against Shareholder -------------------------------------------------------------------------------- EAST JAPAN RAILWAY CO. Ticker: 9020 Security ID: J1257M109 Meeting Date: JUN 21, 2019 Meeting Type: Annual Record Date: MAR 31, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 75 2.1 Appoint Statutory Auditor Takiguchi, For Against Management Keiji 2.2 Appoint Statutory Auditor Kinoshita, For For Management Takashi 2.3 Appoint Statutory Auditor Hashiguchi, For For Management Nobuyuki -------------------------------------------------------------------------------- EMERA INCORPORATED Ticker: EMA Security ID: 290876101 Meeting Date: MAY 15, 2019 Meeting Type: Annual Record Date: MAR 20, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Scott C. Balfour For For Management 1.2 Elect Director James V. Bertram For For Management 1.3 Elect Director Sylvia D. Chrominska For For Management 1.4 Elect Director Henry E. Demone For For Management 1.5 Elect Director Kent M. Harvey For For Management 1.6 Elect Director B. Lynn Loewen For For Management 1.7 Elect Director Donald A. Pether For For Management 1.8 Elect Director John B. Ramil For For Management 1.9 Elect Director Andrea S. Rosen For For Management 1.10 Elect Director Richard P. Sergel For For Management 1.11 Elect Director M. Jacqueline Sheppard For For Management 1.12 Elect Director Jochen E. Tilk 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 5 The Undersigned Hereby Certifies that None Abstain Management the Shares Represented by this Proxy are Owned and Controlled by a Resident of Canada. Vote FOR = Yes and ABSTAIN = No. A Vote Against will be treated as not voted. -------------------------------------------------------------------------------- ENBRIDGE, INC. Ticker: ENB Security ID: 29250N105 Meeting Date: MAY 08, 2019 Meeting Type: Annual Record Date: MAR 11, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Pamela L. Carter For For Management 1.2 Elect Director Marcel R. Coutu For For Management 1.3 Elect Director Susan M. Cunningham 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 Teresa S. Madden For For Management 1.9 Elect Director Al Monaco For For Management 1.10 Elect Director Michael E.J. Phelps None None Management *Withdrawn Resolution* 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 Approve Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- ENEL SPA Ticker: ENEL Security ID: T3679P115 Meeting Date: MAY 16, 2019 Meeting Type: Annual Record Date: MAY 07, 2019 # 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 4.1 Slate 1 Submitted by Italian Ministry None For Shareholder of Economy and Finance 4.2 Slate 2 Submitted by Institutional None Did Not Vote Shareholder Investors (Assogestioni) 5 Approve Internal Auditors' Remuneration None For Shareholder 6 Approve Auditors and Authorize Board For For Management to Fix Their Remuneration 7 Approve Long-Term Incentive Plan For For Management 8 Approve Remuneration Policy For For Management -------------------------------------------------------------------------------- EVERGY, INC. Ticker: EVRG Security ID: 30034W106 Meeting Date: MAY 07, 2019 Meeting Type: Annual Record Date: FEB 26, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Terry Bassham For For Management 1.2 Elect Director Mollie Hale Carter For For Management 1.3 Elect Director Charles Q. Chandler, IV For For Management 1.4 Elect Director Gary D. Forsee For For Management 1.5 Elect Director Scott D. Grimes For For Management 1.6 Elect Director Richard L. Hawley For For Management 1.7 Elect Director Thomas D. Hyde For For Management 1.8 Elect Director B. Anthony Isaac For For Management 1.9 Elect Director Sandra A.J. Lawrence For For Management 1.10 Elect Director Ann D. Murtlow For For Management 1.11 Elect Director Sandra J. Price For For Management 1.12 Elect Director Mark A. Ruelle For For Management 1.13 Elect Director John J. Sherman For For Management 1.14 Elect Director S. Carl Soderstrom, Jr. For For Management 1.15 Elect Director John Arthur Stall For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- FORTIS, INC. Ticker: FTS Security ID: 349553107 Meeting Date: MAY 02, 2019 Meeting Type: Annual Record Date: MAR 15, 2019 # 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 29, 2019 Meeting Type: Annual/Special Record Date: APR 18, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1 Fix Number of Directors at Seven 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 Orlando Cabrales For For Management 2.6 Elect Director Russell Ford For For Management 2.7 Elect Director Veronique Giry For For Management 3 Approve Ernst & Young LLP as Auditors For For Management and Authorize Board to Fix Their Remuneration 4 Amend Shareholder Rights Plan For For Management -------------------------------------------------------------------------------- IBERDROLA SA Ticker: IBE Security ID: E6165F166 Meeting Date: MAR 29, 2019 Meeting Type: Annual Record Date: MAR 22, 2019 # 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 Non-Financial Information For For Management Report 4 Approve Discharge of Board For For Management 5 Amend Articles Re: Purpose and Values For For Management of the Iberdrola Group 6 Amend Articles Re: Corporate Social For For Management Responsibility Committee 7 Approve Allocation of Income and For For Management Dividends 8 Authorize Capitalization of Reserves For For Management for Scrip Dividends 9 Authorize Capitalization of Reserves For For Management for Scrip Dividends 10 Authorize Share Repurchase and Capital For For Management Reduction via Amortization of Repurchased Shares 11 Advisory Vote on Remuneration Report For For Management 12 Elect Sara de la Rica Goiricelaya as For For Management Director 13 Ratify Appointment of and Elect Xabier For For Management Sagredo Ormaza as Director 14 Reelect Maria Helena Antolin Raybaud For For Management as Director 15 Reelect Jose Walfredo Fernandez as For For Management Director 16 Reelect Denise Mary Holt as Director For For Management 17 Reelect Manuel Moreu Munaiz as For For Management Director 18 Reelect Ignacio Sanchez Galan as For For Management Director 19 Fix Number of Directors at 14 For For Management 20 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- KINDER MORGAN, INC. Ticker: KMI Security ID: 49456B101 Meeting Date: MAY 08, 2019 Meeting Type: Annual Record Date: MAR 11, 2019 # 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 -------------------------------------------------------------------------------- NATIONAL GRID PLC Ticker: NG. Security ID: G6S9A7120 Meeting Date: JUL 30, 2018 Meeting Type: Annual Record Date: JUL 28, 2018 # 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 Dean Seavers as Director For For Management 6 Re-elect Nicola Shaw as Director For For Management 7 Re-elect Nora Brownell as Director For For Management 8 Re-elect Jonathan Dawson as Director For For Management 9 Re-elect Therese Esperdy as Director For For Management 10 Re-elect Paul Golby as Director For For Management 11 Re-elect Mark Williamson as Director For For Management 12 Elect Amanda Mesler as Director For For Management 13 Reappoint Deloitte LLP as Auditors For For Management 14 Authorise Board to Fix Remuneration of For For Management Auditors 15 Approve Remuneration Report For For Management 16 Authorise EU Political Donations and For For Management Expenditure 17 Authorise Issue of Equity with For For Management Pre-emptive Rights 18 Authorise Issue of Equity without For For Management Pre-emptive Rights 19 Authorise Issue of Equity without For For Management Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment 20 Authorise Market Purchase of Ordinary For For Management Shares 21 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 23, 2019 Meeting Type: Annual Record Date: MAR 26, 2019 # 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 1m Elect Director Darryl L. Wilson 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 Political Contributions Against Against Shareholder -------------------------------------------------------------------------------- NISOURCE INC. Ticker: NI Security ID: 65473P105 Meeting Date: MAY 07, 2019 Meeting Type: Annual Record Date: MAR 12, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Peter A. Altabef For For Management 1b Elect Director Theodore H. Bunting, Jr. For For Management 1c Elect Director Eric L. Butler For For Management 1d Elect Director Aristides S. Candris For For Management 1e Elect Director Wayne S. DeVeydt For For Management 1f Elect Director Joseph Hamrock For For Management 1g Elect Director Deborah A. Henretta For For Management 1h Elect Director Michael E. Jesanis For For Management 1i Elect Director Kevin T. Kabat For For Management 1j 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 Auditor For For Management 4 Increase Authorized Common Stock For For Management 5 Amend Certificate of Incorporation to For For Management Provide Directors May Be Removed With or Without Cause 6 Amend Qualified Employee Stock For For Management Purchase Plan 7 Reduce Ownership Threshold for Against Against Shareholder Shareholders to Call Special Meeting -------------------------------------------------------------------------------- NORFOLK SOUTHERN CORPORATION Ticker: NSC Security ID: 655844108 Meeting Date: MAY 09, 2019 Meeting Type: Annual Record Date: MAR 01, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Thomas D. Bell, Jr. For For Management 1b Elect Director Daniel A. Carp For For Management 1c Elect Director Mitchell E. Daniels, Jr. For For Management 1d Elect Director Marcela E. Donadio For For Management 1e Elect Director Thomas C. Kelleher 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 Jennifer F. Scanlon For For Management 1j Elect Director James A. Squires For For Management 1k Elect Director John R. Thompson For For Management 2 Ratify KPMG LLP as Auditor For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Adopt Simple Majority Against For Shareholder -------------------------------------------------------------------------------- ONEOK, INC. Ticker: OKE Security ID: 682680103 Meeting Date: MAY 22, 2019 Meeting Type: Annual Record Date: MAR 25, 2019 # 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 Mark W. Helderman For For Management 1.5 Elect Director Randall J. Larson 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 PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- ORSTED A/S Ticker: ORSTED Security ID: K7653Q105 Meeting Date: MAR 05, 2019 Meeting Type: Annual Record Date: FEB 26, 2019 # 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 9.75 Per Share 5 Authorize Share Repurchase Program None None Management (The Board is Not Requesting Any Authorization) 6 Other Proposals from Board or None None Management Shareholders (None Submitted) 7.1 Determine Number of Members (6) and For For Management Deputy Members (0) of Board 7.2 Reelect Thomas Thune Andersen (Chair) For For Management as Director 7.3 Reelect Lene Skole (Vice Chair) as For For Management Director 7.4a Reelect Lynda Armstrong as Director For For Management 7.4b Reelect Jorgen Kildah as Director For For Management 7.4c Reelect Peter Korsholm as Director For For Management 7.4d Reelect Dieter Wemmer as Director For For Management 8 Approve Remuneration of Directors; For For Management 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 03, 2019 Meeting Type: Annual/Special Record Date: MAR 15, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Anne-Marie N. Ainsworth For For Management 1.2 Elect Director Michael (Mick) H. Dilger For For Management 1.3 Elect Director Randall J. Findlay For For Management 1.4 Elect Director Maureen E. Howe For For Management 1.5 Elect Director Gordon J. Kerr 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 Bruce D. Rubin For For Management 1.10 Elect Director Jeffrey T. Smith For For Management 1.11 Elect Director Henry W. Sykes For For Management 2 Approve KPMG LLP Auditors and For For Management Authorize Board to Fix Their Remuneration 3 Re-approve Shareholder Rights Plan For For Management 4 Increase Authorized Class A Preferred For For Management Shares 5 Advisory Vote on Executive For For Management Compensation Approach -------------------------------------------------------------------------------- PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED Ticker: PEG Security ID: 744573106 Meeting Date: APR 16, 2019 Meeting Type: Annual Record Date: FEB 15, 2019 # 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 Laura A. Sugg For For Management 1.8 Elect Director Richard J. Swift For For Management 1.9 Elect Director Susan Tomasky For For Management 1.10 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 09, 2019 Meeting Type: Annual Record Date: MAR 14, 2019 # 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 Michael N. Mears For For Management 1.9 Elect Director William C. Rusnack 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 Cynthia L. Walker For For Management 1.13 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 Approve Omnibus Stock Plan For For Management 5 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- SPIRE, INC. (MISSOURI) Ticker: SR Security ID: 84857L101 Meeting Date: JAN 31, 2019 Meeting Type: Annual Record Date: NOV 30, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Brenda D. Newberry For For Management 1.2 Elect Director Suzanne Sitherwood For For Management 1.3 Elect Director Mary Ann Van Lokeren For For Management 1.4 Elect Director Stephen S. Schwartz 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 24, 2019 Meeting Type: Annual Record Date: MAY 22, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Remuneration Report For For Management 2 Elect John Roberts as Director For For Management 3 Elect David Gonski as Director For For Management 4 Approve Grant of Rights to Geoff For For Management Culbert 1 Elect Eleanor Padman as Director For For Management -------------------------------------------------------------------------------- TARGA RESOURCES CORP. Ticker: TRGP Security ID: 87612G101 Meeting Date: MAY 30, 2019 Meeting Type: Annual Record Date: APR 02, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Waters S. Davis, IV For For Management 1.2 Elect Director Rene R. Joyce For For Management 1.3 Elect Director Chris Tong 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: AUG 09, 2018 Meeting Type: Special Record Date: JUL 09, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1 Increase Authorized Common Stock For For Management 2 Issue Shares in Connection with For For Management Acquisition 3 Adjourn Meeting For For Management -------------------------------------------------------------------------------- THE WILLIAMS COMPANIES, INC. Ticker: WMB Security ID: 969457100 Meeting Date: MAY 09, 2019 Meeting Type: Annual Record Date: MAR 11, 2019 # 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 Nancy K. Buese For For Management 1.4 Elect Director Stephen I. Chazen For For Management 1.5 Elect Director Charles I. Cogut For For Management 1.6 Elect Director Kathleen B. Cooper For For Management 1.7 Elect Director Michael A. Creel For For Management 1.8 Elect Director Vicki L. Fuller For For Management 1.9 Elect Director Peter A. Ragauss For For Management 1.10 Elect Director Scott D. Sheffield For For Management 1.11 Elect Director Murray D. Smith For For Management 1.12 Elect Director William H. Spence For For Management 2 Ratify Ernst & Young LLP as Auditor For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- TRANSCANADA CORP. Ticker: TRP Security ID: 89353D107 Meeting Date: MAY 03, 2019 Meeting Type: Annual/Special Record Date: MAR 18, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephan Cretier For For Management 1.2 Elect Director Russell K. Girling For For Management 1.3 Elect Director S. Barry Jackson For For Management 1.4 Elect Director Randy Limbacher For For Management 1.5 Elect Director John E. Lowe For For Management 1.6 Elect Director Una Power 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 1.12 Elect Director Steven W. Williams 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 Change Company Name to TC Energy For For Management Corporation/ Corporation TC Energie 5 Approve Shareholder Rights Plan For For Management 6 Prepare a Report Outlining How the Against Against Shareholder Company Respects Internationally Recognized Standards for Indigenous Peoples Rights in its Business Activities -------------------------------------------------------------------------------- TRANSURBAN GROUP LTD. Ticker: TCL Security ID: Q9194A106 Meeting Date: OCT 11, 2018 Meeting Type: Annual Record Date: OCT 09, 2018 # Proposal Mgt Rec Vote Cast Sponsor 2a Elect Mark Birrell as Director For For Management 2b Elect Christine O'Reilly 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 16, 2019 Meeting Type: Annual Record Date: MAR 22, 2019 # 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 William J. DeLaney For For Management 1d Elect Director David B. Dillon For For Management 1e Elect Director Lance M. Fritz For For Management 1f Elect Director Deborah C. Hopkins For For Management 1g Elect Director Jane H. Lute For For Management 1h Elect Director Michael R. McCarthy For For Management 1i Elect Director Thomas F. McLarty, III For For Management 1j Elect Director Bhavesh V. Patel For For Management 1k 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 -------------------------------------------------------------------------------- VINCI SA Ticker: DG Security ID: F5879X108 Meeting Date: APR 17, 2019 Meeting Type: Annual/Special Record Date: APR 15, 2019 # 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 2.67 per Share 4 Reelect Robert Castaigne as Director For For Management 5 Reelect Ana Paula Pessoa as Director For For Management 6 Reelect Pascale Sourisse as Director For For Management 7 Elect Caroline Gregoire Sainte Marie For For Management as Director 8 Elect Dominique Muller Joly-Pottuz as None For Management Representative of Employee Shareholders to the Board 9 Elect Francoise Roze as Representative None Against Management of Employee Shareholders to the Board 10 Elect Jarmila Matouskova as None Against Management Representative of Employee Shareholders to the Board 11 Elect Jean-Charles Garaffa as None Against Management Representative of Employee Shareholders to the Board 12 Renew Appointment of Deloitte Et For For Management Associes as Auditor 13 Appoint PricewaterhouseCoopers Audit For For Management as Auditor 14 Approve Remuneration of Directors in For For Management the Aggregate Amount of EUR 1.6 Million 15 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 16 Approve Remuneration Policy for For For Management Chairman and CEO 17 Approve Compensation of Xavier For For Management Huillard, Chairman and CEO 18 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 19 Authorize Capitalization of Reserves For For Management for Bonus Issue or Increase in Par Value 20 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 300 Million 21 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 150 Million 22 Approve Issuance of Equity or For For Management Equity-Linked Securities for Private Placements, up to Aggregate Nominal Amount of EUR 150 Million 23 Authorize Board to Increase Capital in For For Management the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 20-22 24 Authorize Capital Increase of up to 10 For For Management Percent of Issued Capital for Contributions in Kind 25 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 26 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans Reserved for Employees of International Subsidiaries 27 Amend Article 10 of Bylaws Re: For For Management Shareholding Disclosure Thresholds 28 Amend Article 16 of Bylaws to Comply For For Management with Legal Changes Re: Auditors 29 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- XCEL ENERGY INC. Ticker: XEL Security ID: 98389B100 Meeting Date: MAY 15, 2019 Meeting Type: Annual Record Date: MAR 21, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Lynn Casey For For Management 1b Elect Director Richard K. Davis For For Management 1c Elect Director Ben Fowke For For Management 1d Elect Director Richard T. O'Brien For For Management 1e Elect Director David K. Owens For For Management 1f Elect Director Christopher J. For For Management Policinski 1g Elect Director James T. Prokopanko For For Management 1h Elect Director A. Patricia Sampson For For Management 1i Elect Director James J. Sheppard For For Management 1j Elect Director David A. Westerlund For For Management 1k Elect Director Kim Williams For For Management 1l Elect Director Timothy V. Wolf For For Management 1m 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 7, 2019