================================================================================
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)
-----------------
Jennifer Fromm, 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: 07/01/2019 - 06/30/2020
================================================================================
******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-04739
Reporting Period: 07/01/2019 - 06/30/2020
Virtus Total Return Fund Inc.
======================== Virtus Total Return Fund Inc. =========================
AUCKLAND INTERNATIONAL AIRPORT LTD.
Ticker: AIA Security ID: Q06213146
Meeting Date: OCT 23, 2019 Meeting Type: Annual
Record Date: OCT 21, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Christine Spring as Director For For Management
2 Elect Elizabeth Savage as Director For For Management
3 Approve Increase in the Fee Pool of For For Management
Directors' Fees
4 Authorize Board to Fix Remuneration of For For Management
the Auditors
1 Approve the Amendments to the For For Management
Company's Constitution
--------------------------------------------------------------------------------
EMERA INCORPORATED
Ticker: EMA Security ID: 290876101
Meeting Date: JUL 11, 2019 Meeting Type: Special
Record Date: MAY 31, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1 Amend Articles Re: Removal of 25 For For Management
Percent Restrictions Relating to Share
Ownership and Voting Rights by
Non-Canadian Resident Shareholder
2 The Undersigned Hereby Certifies that None Abstain Management
the Shares Represented by this Proxy
are Owned and Controlled by a Canadian.
Vote FOR = Yes and ABSTAIN = No. A
Vote Against will be treated as not
voted.
--------------------------------------------------------------------------------
GOLAR LNG LIMITED
Ticker: GLNG Security ID: G9456A100
Meeting Date: SEP 27, 2019 Meeting Type: Annual
Record Date: AUG 01, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1 Reelect Director Tor Olav Troim For For Management
2 Reelect Director Daniel Rabun For For Management
3 Reelect Director Thorleif Egeli For For Management
4 Reelect Director Carl Steen For For Management
5 Reelect Director Niels G. Stolt-Nielsen For For Management
6 Reelect Director Lori Wheeler Naess For For Management
7 Elect Director Georgina Sousa For For Management
8 Approve Ernst & Young LLP as Auditors For For Management
and Authorize Board to Fix Their
Remuneration
9 Approve Remuneration of Directors For For Management
--------------------------------------------------------------------------------
NATIONAL GRID PLC
Ticker: NG Security ID: G6S9A7120
Meeting Date: JUL 29, 2019 Meeting Type: Annual
Record Date: JUL 27, 2019
# 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 Elect Andy Agg 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 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 Amanda Mesler as Director For For Management
12 Elect Earl Shipp as Director For For Management
13 Elect Jonathan Silver as Director For For Management
14 Re-elect Mark Williamson as Director For For Management
15 Reappoint Deloitte LLP as Auditors For For Management
16 Authorise Board to Fix Remuneration of For For Management
Auditors
17 Approve Remuneration Policy For For Management
18 Approve Remuneration Report For For Management
19 Authorise EU Political Donations and For For Management
Expenditure
20 Authorise Issue of Equity For For Management
21 Approve Scrip Dividend Scheme For For Management
22 Authorise Directors to Capitalise the For For Management
Appropriate Nominal Amounts of New
Shares of the Company Allotted
Pursuant to the Company's Scrip
Dividend Scheme
23 Authorise Issue of Equity without For For Management
Pre-emptive Rights
24 Authorise Issue of Equity without For For Management
Pre-emptive Rights in Connection with
an Acquisition or Other Capital
Investment
25 Authorise Market Purchase of Ordinary For For Management
Shares
26 Authorise the Company to Call General For For Management
Meeting with Two Weeks' Notice
--------------------------------------------------------------------------------
TRANSURBAN GROUP LTD.
Ticker: TCL Security ID: Q9194A106
Meeting Date: OCT 10, 2019 Meeting Type: Annual
Record Date: OCT 08, 2019
# Proposal Mgt Rec Vote Cast Sponsor
2a Elect Lindsay Maxsted as Director For For Management
2b Elect Samantha Mostyn as Director For For Management
2c Elect Peter Scott 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
========== 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 10, 2020