================================================================================ 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: 811-05620 ----------------- VIRTUS TOTAL RETURN FUND INC. (FKA VIRTUS GLOBAL DIVIDEND & INCOME 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: 81105620A Reporting Period: 07/01/2019 - 06/30/2020 Virtus Total Return Fund Inc. (fka Virtus Global Dividend & Income Fund Inc.) ========================= Virtus Total Return Fund Inc. ======================== ================= (fka Virtus Global Dividend & Income Fund Inc.) ============== AMEREN CORPORATION Ticker: AEE Security ID: 023608102 Meeting Date: MAY 07, 2020 Meeting Type: Annual Record Date: MAR 09, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Warner L. Baxter For For Management 1b Elect Director Cynthia J. Brinkley For For Management 1c Elect Director Catherine S. Brune For For Management 1d Elect Director J. Edward Coleman For For Management 1e Elect Director Ward H. Dickson For For Management 1f Elect Director Noelle K. Eder For For Management 1g Elect Director Ellen M. Fitzsimmons For For Management 1h Elect Director Rafael Flores For For Management 1i Elect Director Richard J. Harshman For For Management 1j Elect Director Craig S. Ivey For For Management 1k Elect Director James C. Johnson For For Management 1l Elect Director Steven H. Lipstein For For Management 1m Elect Director Stephen R. Wilson 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 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- AMERICAN ELECTRIC POWER COMPANY, INC. Ticker: AEP Security ID: 025537101 Meeting Date: APR 21, 2020 Meeting Type: Annual Record Date: FEB 24, 2020 # 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 Art A. Garcia For For Management 1.6 Elect Director Linda A. Goodspeed For For Management 1.7 Elect Director Thomas E. Hoaglin For For Management 1.8 Elect Director Sandra Beach Lin For For Management 1.9 Elect Director Margaret M. McCarthy For For Management 1.10 Elect Director Richard C. Notebaert 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 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- AMERICAN TOWER CORPORATION Ticker: AMT Security ID: 03027X100 Meeting Date: MAY 18, 2020 Meeting Type: Annual Record Date: MAR 23, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Thomas A. Bartlett For For Management 1b Elect Director Raymond P. Dolan For For Management 1c Elect Director Robert D. Hormats For For Management 1d Elect Director Gustavo Lara Cantu For For Management 1e Elect Director Grace D. Lieblein For For Management 1f Elect Director Craig Macnab For For Management 1g Elect Director JoAnn A. Reed For For Management 1h Elect Director Pamela D.A. Reeve For For Management 1i Elect Director David E. Sharbutt For For Management 1j Elect Director Bruce L. Tanner For For Management 1k Elect Director Samme L. Thompson For For Management 2 Ratify Deloitte & Touche LLP as Auditor For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Report on Political Contributions and Against Against Shareholder Expenditures 5 Reduce Ownership Threshold for Against Against Shareholder Shareholders to Call Special Meeting -------------------------------------------------------------------------------- AMERICAN WATER WORKS COMPANY, INC. Ticker: AWK Security ID: 030420103 Meeting Date: MAY 13, 2020 Meeting Type: Annual Record Date: MAR 17, 2020 # 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 Kimberly J. Harris For For Management 1e Elect Director Julia L. Johnson For For Management 1f Elect Director Patricia L. Kampling For For Management 1g Elect Director Karl F. Kurz For For Management 1h Elect Director Walter J. Lynch For For Management 1i Elect Director George MacKenzie For For Management 1j Elect Director James G. Stavridis For For Management 1k Elect Director Lloyd M. Yates For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- ATLANTIA SPA Ticker: ATL Security ID: T05404107 Meeting Date: MAY 29, 2020 Meeting Type: Annual Record Date: MAY 20, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements, For For Management Statutory Reports, and Allocation of Income 2 Approve Auditors and Authorize Board For For Management to Fix Their Remuneration 3 Elect Directors (Bundled) For For Management 4 Revoke Authorization on Repurchase of For For Management Shares 5 Approve Free Share Scheme for For For Management Employees 2020 6.1 Approve Remuneration Policy For For Management 6.2 Approve Second Section of the For Against Management Remuneration Report 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 05, 2020 Meeting Type: Annual Record Date: DEC 13, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director J. Kevin Akers For For Management 1b Elect Director Robert W. Best For For Management 1c Elect Director Kim R. Cocklin For For Management 1d Elect Director Kelly H. Compton For For Management 1e Elect Director Sean Donohue 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 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 -------------------------------------------------------------------------------- CANADIAN PACIFIC RAILWAY LIMITED Ticker: CP Security ID: 13645T100 Meeting Date: APR 21, 2020 Meeting Type: Annual Record Date: FEB 28, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Ratify Deloitte LLP as Auditors For For Management 2 Advisory Vote on Executive For For Management Compensation Approach 3.1 Elect Director John Baird For For Management 3.2 Elect Director Isabelle Courville For For Management 3.3 Elect Director Keith E. Creel For For Management 3.4 Elect Director Gillian (Jill) H. Denham For For Management 3.5 Elect Director Edward R. Hamberger For For Management 3.6 Elect Director Rebecca MacDonald For For Management 3.7 Elect Director Edward L. Monser For For Management 3.8 Elect Director Matthew H. Paull For For Management 3.9 Elect Director Jane L. Peverett For For Management 3.10 Elect Director Andrea Robertson For For Management 3.11 Elect Director Gordon T. Trafton For For Management -------------------------------------------------------------------------------- CENTERPOINT ENERGY, INC. Ticker: CNP Security ID: 15189T107 Meeting Date: APR 24, 2020 Meeting Type: Annual Record Date: FEB 28, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Leslie D. Biddle For For Management 1b Elect Director Milton Carroll For For Management 1c Elect Director Scott J. McLean For For Management 1d Elect Director Martin H. Nesbitt For For Management 1e Elect Director Theodore F. Pound For For Management 1f Elect Director Susan O. Rheney For For Management 1g Elect Director Phillip R. Smith For For Management 1h Elect Director John W. Somerhalder, II For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Amend Non-Employee Director Restricted For For Management Stock Plan -------------------------------------------------------------------------------- CHENIERE ENERGY, INC. Ticker: LNG Security ID: 16411R208 Meeting Date: MAY 14, 2020 Meeting Type: Annual Record Date: MAR 30, 2020 # 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 Michele A. Evans For For Management 1F Elect Director David I. Foley For For Management 1G Elect Director David B. Kilpatrick For For Management 1H Elect Director Andrew Langham For For Management 1I Elect Director Courtney R. Mather For For Management 1J Elect Director Donald F. Robillard, Jr. For For Management 1K Elect Director Neal A. Shear For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management 4 Approve Omnibus Stock Plan For For Management 5 Report on Plans to Address Stranded Against For Shareholder Carbon Asset Risks -------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Ticker: CSCO Security ID: 17275R102 Meeting Date: DEC 10, 2019 Meeting Type: Annual Record Date: OCT 11, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director M. Michele Burns For For Management 1b Elect Director Wesley G. Bush For For Management 1c Elect Director Michael D. Capellas For For Management 1d Elect Director Mark Garrett For For Management 1e Elect Director Kristina M. Johnson For For Management 1f Elect Director Roderick C. McGeary For For Management 1g Elect Director Charles H. Robbins For For Management 1h Elect Director Arun Sarin For For Management 1i Elect Director Brenton L. Saunders For For Management 1j Elect Director Carol B. Tome 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 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- CLEAR CHANNEL OUTDOOR HOLDINGS, INC. Ticker: CCO Security ID: 18453H106 Meeting Date: MAY 19, 2020 Meeting Type: Annual Record Date: MAR 23, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John Dionne For For Management 1.2 Elect Director Andrew Hobson For For Management 1.3 Elect Director Joe Marchese For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- CMS ENERGY CORPORATION Ticker: CMS Security ID: 125896100 Meeting Date: MAY 01, 2020 Meeting Type: Annual Record Date: MAR 03, 2020 # 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 William D. Harvey For For Management 1e Elect Director Patricia K. Poppe For For Management 1f Elect Director John G. Russell For For Management 1g Elect Director Suzanne F. Shank For For Management 1h Elect Director Myrna M. Soto For For Management 1i Elect Director John G. Sznewajs For For Management 1j Elect Director Ronald J. Tanski 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 Auditors 4 Approve Omnibus Stock Plan For For Management 5 Report on Political Contributions Against Against Shareholder -------------------------------------------------------------------------------- CROWN CASTLE INTERNATIONAL CORP. Ticker: CCI Security ID: 22822V101 Meeting Date: MAY 14, 2020 Meeting Type: Annual Record Date: MAR 20, 2020 # 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 -------------------------------------------------------------------------------- DOMINION ENERGY, INC. Ticker: D Security ID: 25746U109 Meeting Date: MAY 06, 2020 Meeting Type: Annual Record Date: FEB 28, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director James A. Bennett For For Management 1b Elect Director Helen E. Dragas For For Management 1c Elect Director James O. Ellis, Jr. For For Management 1d Elect Director Thomas F. Farrell, II For For Management 1e Elect Director D. Maybank Hagood For For Management 1f Elect Director John W. Harris For For Management 1g Elect Director Ronald W. Jibson For For Management 1h Elect Director Mark J. Kington For For Management 1i Elect Director Joseph M. Rigby For For Management 1j Elect Director Pamela J. Royal For For Management 1k Elect Director Robert H. Spilman, Jr. For For Management 1l Elect Director Susan N. Story For For Management 1m 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 Require Independent Board Chairman Against Against Shareholder 5 Provide Right to Act by Written Consent Against Against Shareholder -------------------------------------------------------------------------------- DS SMITH PLC Ticker: SMDS Security ID: G2848Q123 Meeting Date: SEP 03, 2019 Meeting Type: Annual Record Date: SEP 01, 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 Approve Remuneration Report For For Management 4 Re-elect Gareth Davis as Director For For Management 5 Re-elect Miles Roberts as Director For For Management 6 Re-elect Adrian Marsh as Director For For Management 7 Re-elect Chris Britton as Director For For Management 8 Re-elect Kathleen O'Donovan as Director For For Management 9 Elect David Robbie as Director For For Management 10 Re-elect Louise Smalley as Director For For Management 11 Elect Rupert Soames as Director For For Management 12 Reappoint Deloitte LLP as Auditors For For Management 13 Authorise the Audit Committee to Fix For For Management Remuneration of Auditors 14 Authorise Issue of Equity For For Management 15 Authorise Issue of Equity without For For Management Pre-emptive Rights 16 Authorise Issue of Equity without For For Management Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment 17 Authorise Market Purchase of Ordinary For For Management Shares 18 Authorise the Company to Call General For For Management Meeting with Two Weeks' Notice -------------------------------------------------------------------------------- DTE ENERGY COMPANY Ticker: DTE Security ID: 233331107 Meeting Date: MAY 07, 2020 Meeting Type: Annual Record Date: MAR 10, 2020 # 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 Charles G. McClure, Jr. For For Management 1.4 Elect Director Gail J. McGovern For For Management 1.5 Elect Director Mark A. Murray For For Management 1.6 Elect Director Gerardo Norcia 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 Gary H. Torgow For For Management 1.11 Elect Director James H. Vandenberghe For For Management 1.12 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 Report on Political Contributions Against Against Shareholder -------------------------------------------------------------------------------- EDISON INTERNATIONAL Ticker: EIX Security ID: 281020107 Meeting Date: APR 23, 2020 Meeting Type: Annual Record Date: FEB 25, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jeanne Beliveau-Dunn For For Management 1b Elect Director Michael C. Camunez For For Management 1c Elect Director Vanessa C.L. Chang For For Management 1d Elect Director James T. Morris For For Management 1e Elect Director Timothy T. O'Toole For For Management 1f Elect Director Pedro J. Pizarro For For Management 1g Elect Director Carey A. Smith For For Management 1h Elect Director Linda G. Stuntz For For Management 1i Elect Director William P. Sullivan For For Management 1j Elect Director Peter J. Taylor For For Management 1k Elect Director Keith Trent 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 Shareholder Approval of Bylaw Against Against Shareholder Amendments Adopted by the Board of Directors -------------------------------------------------------------------------------- EDP-ENERGIAS DE PORTUGAL SA Ticker: EDP Security ID: X67925119 Meeting Date: APR 16, 2020 Meeting Type: Annual Record Date: APR 07, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Individual and Consolidated For For Management Financial Statements and Statutory Reports 2 Approve Allocation of Income For For Management 3.1 Appraise Management of Company and For For Management Approve Vote of Confidence to Management Board 3.2 Appraise Supervision of Company and For For Management Approve Vote of Confidence to Supervisory Board 3.3 Appraise Work Performed by Statutory For For Management Auditor and Approve Vote of Confidence to Statutory Auditor 4 Authorize Repurchase and Reissuance of For For Management Shares 5 Authorize Repurchase and Reissuance of For For Management Repurchased Debt Instruments 6 Authorize Increase in Capital up to 10 For For Management Percent via Issuance of Equity or Equity-Linked Securities with Preemptive Rights 7 Approve Statement on Remuneration For For Management Policy Applicable to Executive Board 8 Approve Statement on Remuneration For For Management Policy Applicable to Other Corporate Bodies -------------------------------------------------------------------------------- EMERA INCORPORATED Ticker: EMA Security ID: 290876101 Meeting Date: JUN 05, 2020 Meeting Type: Annual Record Date: APR 24, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Scott C. Balfour For For Management 1.2 Elect Director James E. 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 John B. Ramil For For Management 1.8 Elect Director Andrea S. Rosen For For Management 1.9 Elect Director Richard P. Sergel For For Management 1.10 Elect Director M. Jacqueline Sheppard For For Management 1.11 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 Amend Employee Common Share Purchase For For Management Plan -------------------------------------------------------------------------------- ENBRIDGE INC. Ticker: ENB Security ID: 29250N105 Meeting Date: MAY 05, 2020 Meeting Type: Annual Record Date: MAR 09, 2020 # 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 Gregory J. Goff For For Management 1.8 Elect Director V. Maureen Kempston For For Management Darkes 1.9 Elect Director Teresa S. Madden For For Management 1.10 Elect Director Al Monaco For For Management 1.11 Elect Director Dan C. Tutcher For For Management 2 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 3 Approve Shareholder Rights Plan For For Management 4 Amend By-Law No. 1 of Enbridge For For Management 5 Advisory Vote on Executive For For Management Compensation Approach -------------------------------------------------------------------------------- ENEL SPA Ticker: ENEL Security ID: T3679P115 Meeting Date: MAY 14, 2020 Meeting Type: Annual Record Date: MAY 05, 2020 # 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 Fix Number of Directors For For Management 5 Fix Board Terms for Directors For For Management 6.1 Slate 1 Submitted by Ministry of None Against Shareholder Economy and Finance 6.2 Slate 2 Submitted by Institutional None For Shareholder Investors (Assogestioni) 7 Elect Michele Alberto Fabiano None For Shareholder Crisostomo as Board Chair 8 Approve Remuneration of Directors For For Management 9 Approve Long Term Incentive Plan For For Management 10.1 Approve Remuneration Policy For For Management 10.2 Approve Second Section of the For For Management Remuneration Report A Deliberations on Possible Legal Action None Against Management Against Directors if Presented by Shareholders -------------------------------------------------------------------------------- ESSENTIAL UTILITIES, INC. Ticker: WTRG Security ID: 29670G102 Meeting Date: MAY 06, 2020 Meeting Type: Annual Record Date: MAR 09, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Elizabeth B. Amato 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 Wendy A. Franks For For Management 1.5 Elect Director Daniel J. Hilferty For For Management 1.6 Elect Director Francis O. Idehen For For Management 1.7 Elect Director Ellen T. Ruff For For Management 1.8 Elect Director Lee C. Stewart For For Management 1.9 Elect Director Christopher C. Womack 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 Adopt Majority Voting for Uncontested For For Management Election of Directors 5 Increase Authorized Common Stock For For Management -------------------------------------------------------------------------------- FERROVIAL SA Ticker: FER Security ID: E49512119 Meeting Date: APR 16, 2020 Meeting Type: Annual Record Date: APR 08, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Approve Consolidated and Standalone For For Management Financial Statements 1.2 Approve Non-Financial Information For For Management Statement 2 Approve Allocation of Income For For Management 3 Approve Discharge of Board For For Management 4 Appoint Ernst & Young as Auditor For For Management 5.1 Reelect Philip Bowman as Director For For Management 5.2 Reelect Hanne Birgitte Breinbjerb For For Management Sorensen as Director 5.3 Ratify Appointment of and Elect For For Management Ignacio Madridejos Fernandez as Director 5.4 Ratify Appointment of and Elect Juan For For Management Hoyos Martinez de Irujo as Director 5.5 Ratify Appointment of and Elect For For Management Gonzalo Urquijo Fernandez de Araoz as Director 6 Approve Scrip Dividends For For Management 7 Approve Scrip Dividends For For Management 8 Approve Reduction in Share Capital via For For Management Amortization of Treasury Shares 9 Amend Remuneration Policy For Against Management 10 Approve Restricted Stock Plan For For Management 11 Authorize Board to Continue the Total For For Management or Partial Sale of Assets of the Services Division of the Ferrovial Group 12 Authorize Board to Ratify and Execute For For Management Approved Resolutions 13 Advisory Vote on Remuneration Report For Against Management 14 Receive Amendments to Board of None None Management Directors Regulations -------------------------------------------------------------------------------- FORTIS INC. Ticker: FTS Security ID: 349553107 Meeting Date: MAY 07, 2020 Meeting Type: Annual/Special Record Date: MAR 20, 2020 # 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 Douglas J. Haughey For For Management 1.9 Elect Director Barry V. Perry For For Management 1.10 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 Approve Advance Notice Requirement For For Management 4 Advisory Vote on Executive For For Management Compensation Approach -------------------------------------------------------------------------------- FRAPORT AG FRANKFURT AIRPORT SERVICES WORLDWIDE Ticker: FRA Security ID: D3856U108 Meeting Date: MAY 26, 2020 Meeting Type: Annual Record Date: MAY 04, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2019 (Non-Voting) 2 Approve Allocation of Income and For For Management Omission of Dividends 3 Approve Discharge of Management Board For For Management for Fiscal 2019 4 Approve Discharge of Supervisory Board For For Management for Fiscal 2019 5 Ratify PricewaterhouseCoopers GmbH as For For Management Auditors for Fiscal 2020 6 Elect Michael Boddenberg to the For Against Management Supervisory Board 7 Approve Remuneration Policy For For Management 8 Approve Remuneration of Supervisory For For Management Board 9.1 Amend Articles Re: Registration For For Management Deadline 9.2 Amend Articles Re: Proof of Entitlement For For Management 9.3 Amend Articles Re: Online Participation For For Management -------------------------------------------------------------------------------- FRONTERA ENERGY CORPORATION Ticker: FEC Security ID: 35905B107 Meeting Date: MAY 20, 2020 Meeting Type: Annual/Special Record Date: APR 09, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Fix Number of Directors at Eight For For Management 2.1 Elect Director Luis F. Alarcon Mantilla For For Management 2.2 Elect Director W. Ellis Armstrong For For Management 2.3 Elect Director Raymond J. Bromark For For Management 2.4 Elect Director Rene Burgos Diaz For For Management 2.5 Elect Director Orlando Cabrales Segovia For For Management 2.6 Elect Director Gabriel de Alba For For Management 2.7 Elect Director Russell Ford For For Management 2.8 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 Articles For For Management -------------------------------------------------------------------------------- IBERDROLA SA Ticker: IBE Security ID: E6165F166 Meeting Date: APR 02, 2020 Meeting Type: Annual Record Date: MAR 27, 2020 # 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 Statement 4 Approve Discharge of Board For For Management 5 Renew Appointment of KPMG Auditores as For For Management Auditor 6 Amend Articles Re: Corporate Interest For For Management and Social Dividend 7 Amend Article 8 Re: Compliance System For For Management and Compliance Unit 8 Amend Article 10 to Reflect Changes in For For Management Capital 9 Amend Article 9 of General Meeting For For Management Regulations Re: Shareholders' Power to Approve the Non-Financial Information Statement 10 Amend Articles of General Meeting For For Management Regulations Re: Right to Information and Remote Participation 11 Amend Articles of General Meeting For For Management Regulations Re: Technical Improvements 12 Approve Allocation of Income and For For Management Dividends 13 Approve Scrip Dividends For For Management 14 Approve Scrip Dividends For For Management 15 Advisory Vote on Remuneration Report For For Management 16 Approve Restricted Stock Plan For For Management 17 Elect Nicola Mary Brewer as Director For For Management 18 Elect Regina Helena Jorge Nunes as For For Management Director 19 Reelect Inigo Victor de Oriol Ibarra For For Management as Director 20 Reelect Samantha Barber as Director For For Management 21 Fix Number of Directors at 14 For For Management 22 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 23 Authorize Issuance of Convertible For For Management Bonds, Debentures, Warrants, and Other Debt Securities up to EUR 5 Billion with Exclusion of Preemptive Rights up to 10 Percent of Capital 24 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- KINDER MORGAN, INC. Ticker: KMI Security ID: 49456B101 Meeting Date: MAY 13, 2020 Meeting Type: Annual Record Date: MAR 16, 2020 # 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 -------------------------------------------------------------------------------- NEXTERA ENERGY, INC. Ticker: NEE Security ID: 65339F101 Meeting Date: MAY 21, 2020 Meeting Type: Annual Record Date: MAR 23, 2020 # 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 David L. Porges For For Management 1i Elect Director James L. Robo For For Management 1j Elect Director Rudy E. Schupp For For Management 1k Elect Director John L. Skolds For For Management 1l Elect Director William H. Swanson 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 5 Provide Right to Act by Written Consent Against Against Shareholder -------------------------------------------------------------------------------- NISOURCE INC. Ticker: NI Security ID: 65473P105 Meeting Date: MAY 19, 2020 Meeting Type: Annual Record Date: MAR 24, 2020 # 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 Deborah A. P. Hersman For For Management 1i Elect Director Michael E. Jesanis For For Management 1j Elect Director Kevin T. Kabat For For Management 1k Elect Director Carolyn Y. Woo For For Management 1l Elect Director Lloyd M. Yates 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 Approve Omnibus Stock Plan For For Management 5 Provide Right to Act by Written Consent Against Against Shareholder -------------------------------------------------------------------------------- NORFOLK SOUTHERN CORPORATION Ticker: NSC Security ID: 655844108 Meeting Date: MAY 14, 2020 Meeting Type: Annual Record Date: MAR 06, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Thomas D. Bell, Jr. For For Management 1b Elect Director Mitchell E. Daniels, Jr. For For Management 1c Elect Director Marcela E. Donadio For For Management 1d Elect Director John C. Huffard, Jr. For For Management 1e Elect Director Christopher T. Jones For For Management 1f Elect Director Thomas C. Kelleher For For Management 1g Elect Director Steven F. Leer For For Management 1h Elect Director Michael D. Lockhart For For Management 1i Elect Director Amy E. Miles For For Management 1j Elect Director Claude Mongeau For For Management 1k Elect Director Jennifer F. Scanlon For For Management 1l Elect Director James A. Squires For For Management 1m Elect Director John R. Thompson For For Management 2a Amend Articles Re: Voting Standard for For For Management Amendment of Articles 2b Amend Articles Re: Simple Majority For For Management Voting Standard to Approve Merger, Share Exchange, Conversion, Sale,or Dissolution of the Corporation 2c Amend Articles Re: Simple Majority For For Management Voting Standard to Approve Re-Domestication of the Corporation and Affiliated Transactions 3 Ratify KPMG LLP as Auditor For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Provide Right to Act by Written Consent Against Against Shareholder -------------------------------------------------------------------------------- ORSTED A/S Ticker: ORSTED Security ID: K7653Q105 Meeting Date: MAR 02, 2020 Meeting Type: Annual Record Date: FEB 24, 2020 # 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 Remuneration Report (Advisory For For Management Vote) 4 Approve Discharge of Management and For For Management Board 5 Approve Allocation of Income and For For Management Dividends of DKK 10.5 Per Share 6 Authorize Share Repurchase Program None None Management (The Board is Not Requesting Any Authorization) 7.1 Approve Guidelines for Incentive-Based For For Management Compensation for Executive Management and Board 7.2 Amend Articles Re: Agenda of Annual For For Management General Meeting 7.3 Authorize Editorial Changes to Adopted For For Management Resolutions in Connection with Registration with Danish Authorities 8 Other Proposals Shareholders (None None None Management Submitted) 9.1 Reelect Thomas Thune Andersen (Chair) For For Management as Director 9.2 Reelect Lene Skole (Vice Chair) as For For Management Director 9.3a Reelect Lynda Armstrong as Director For For Management 9.3b Reelect Jorgen Kildah as Director For For Management 9.3c Reelect Peter Korsholm as Director For For Management 9.3d Reelect Dieter Wemmer as Director For For Management 10 Approve Remuneration of Directors; For For Management Approve Remuneration for Committee Work 11 Ratify PricewaterhouseCoopers as For For Management Auditors 12 Other Business None None Management -------------------------------------------------------------------------------- PAYCHEX, INC. Ticker: PAYX Security ID: 704326107 Meeting Date: OCT 17, 2019 Meeting Type: Annual Record Date: AUG 19, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director B. Thomas Golisano For For Management 1b Elect Director Thomas F. Bonadio For For Management 1c Elect Director Joseph G. Doody For For Management 1d Elect Director David J.S. Flaschen For For Management 1e Elect Director Pamela A. Joseph For For Management 1f Elect Director Martin Mucci For For Management 1g Elect Director Joseph M. Tucci For For Management 1h Elect Director Joseph M. Velli For For Management 1i Elect Director Kara Wilson For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- PEMBINA PIPELINE CORPORATION Ticker: PPL Security ID: 706327103 Meeting Date: MAY 08, 2020 Meeting Type: Annual Record Date: MAR 19, 2020 # 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 Robert G. Gwin 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 Leslie A. O'Donoghue For For Management 1.9 Elect Director Bruce D. Rubin For For Management 1.10 Elect Director Henry W. Sykes For For Management 2 Approve KPMG LLP Auditors and For For Management Authorize Board to Fix Their Remuneration 3 Amend Bylaws For For Management 4 Approve Advance Notice Requirement For For Management 5 Advisory Vote on Executive For For Management Compensation Approach -------------------------------------------------------------------------------- PORT OF TAURANGA LIMITED Ticker: POT Security ID: Q7701D134 Meeting Date: OCT 25, 2019 Meeting Type: Annual Record Date: OCT 23, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Kimmitt Rowland Ellis as Director For For Management 1b Elect Alastair Roderick Lawrence as For For Management Director 2 Approve the Increase in Directors' For For Management Remuneration Fee Pool 3 Approve Board to Fix Remuneration of For For Management the Auditors 4 Adopt New Constitution For For Management -------------------------------------------------------------------------------- PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED Ticker: PEG Security ID: 744573106 Meeting Date: APR 21, 2020 Meeting Type: Annual Record Date: FEB 21, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ralph Izzo For For Management 1.2 Elect Director Shirley Ann Jackson For For Management 1.3 Elect Director Willie A. Deese For For Management 1.4 Elect Director David Lilley For For Management 1.5 Elect Director Barry H. Ostrowsky For For Management 1.6 Elect Director Scott G. Stephenson For For Management 1.7 Elect Director Laura A. Sugg For For Management 1.8 Elect Director John P. Surma 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 05, 2020 Meeting Type: Annual Record Date: MAR 09, 2020 # 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 Michael N. Mears For For Management 1.10 Elect Director Jack T. Taylor For For Management 1.11 Elect Director Cynthia L. Walker For For Management 1.12 Elect Director Cynthia J. Warner 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 Require Independent Board Chair Against Against Shareholder -------------------------------------------------------------------------------- SONIC HEALTHCARE LIMITED Ticker: SHL Security ID: Q8563C107 Meeting Date: NOV 19, 2019 Meeting Type: Annual Record Date: NOV 17, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Jane Wilson as Director For For Management 2 Elect Philip Dubois as Director For Against Management 3 Approve Remuneration Report For For Management 4 Approve Grant of Long-Term Incentives For For Management to Colin Goldschmidt 5 Approve Grant of Long-Term Incentives For For Management to Chris Wilks -------------------------------------------------------------------------------- SPARK NEW ZEALAND LTD. Ticker: SPK Security ID: Q8619N107 Meeting Date: NOV 07, 2019 Meeting Type: Annual Record Date: NOV 05, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1 Authorize Board to Fix Remuneration of For For Management the Auditors 2 Elect Justine Smyth as Director For For Management 3 Elect Warwick Bray as Director For For Management 4 Elect Jolie Hodson as Director For For Management 5 Adopt New Constitution For For Management -------------------------------------------------------------------------------- SPIRE, INC. Ticker: SR Security ID: 84857L101 Meeting Date: JAN 30, 2020 Meeting Type: Annual Record Date: NOV 29, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edward L. Glotzbach For For Management 1.2 Elect Director Rob L. Jones For For Management 1.3 Elect Director John P. Stupp, Jr. 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 22, 2020 Meeting Type: Annual Record Date: MAY 20, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Remuneration Report For For Management 2 Elect Ann Sherry as Director For For Management 3 Elect Stephen Ward as Director For For Management 4 Approve Grant of Rights to Geoff For For Management Culbert 1 Elect Anne Rozenauers as Director For For Management 2 Elect Patrick Gourley as Director For For Management -------------------------------------------------------------------------------- TATE & LYLE PLC Ticker: TATE Security ID: G86838128 Meeting Date: JUL 25, 2019 Meeting Type: Annual Record Date: JUL 23, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Final Dividend For For Management 4 Re-elect Dr Gerry Murphy as Director For For Management 5 Re-elect Nick Hampton as Director For For Management 6 Elect Imran Nawaz as Director For For Management 7 Re-elect Paul Forman as Director For For Management 8 Re-elect Lars Frederiksen as Director For For Management 9 Re-elect Anne Minto as Director For For Management 10 Elect Kimberly Nelson as Director For For Management 11 Re-elect Dr Ajai Puri as Director For For Management 12 Re-elect Sybella Stanley as Director For For Management 13 Elect Warren Tucker as Director For For Management 14 Reappoint Ernst & Young LLP as Auditors For For Management 15 Authorise the Audit Committee to Fix For For Management Remuneration of Auditors 16 Authorise EU Political Donations and For For Management Expenditure 17 Authorise Issue of Equity For For Management 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 22 Adopt New Articles of Association For For Management -------------------------------------------------------------------------------- TC ENERGY CORPORATION Ticker: TRP Security ID: 87807B107 Meeting Date: MAY 01, 2020 Meeting Type: Annual Record Date: MAR 16, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephan Cretier For For Management 1.2 Elect Director Michael R. Culbert For For Management 1.3 Elect Director Russell K. Girling For For Management 1.4 Elect Director Susan C. Jones For For Management 1.5 Elect Director Randy Limbacher For For Management 1.6 Elect Director John E. Lowe For For Management 1.7 Elect Director David MacNaughton For For Management 1.8 Elect Director Una Power For For Management 1.9 Elect Director Mary Pat Salomone For For Management 1.10 Elect Director Indira V. Samarasekera For For Management 1.11 Elect Director D. Michael G. Stewart For For Management 1.12 Elect Director Siim A. Vanaselja For For Management 1.13 Elect Director Thierry Vandal For For Management 1.14 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 -------------------------------------------------------------------------------- TIETO OYJ Ticker: TIETO Security ID: X90409115 Meeting Date: SEP 03, 2019 Meeting Type: Special Record Date: AUG 22, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Call the Meeting to Order None None Management 3 Designate Inspector or Shareholder For For Management Representative(s) of Minutes of Meeting 4 Acknowledge Proper Convening of Meeting For For Management 5 Prepare and Approve List of For For Management Shareholders 6 Approve Merger Agreement with EVRY ASA For For Management 7 Close Meeting None None Management -------------------------------------------------------------------------------- UNION PACIFIC CORPORATION Ticker: UNP Security ID: 907818108 Meeting Date: MAY 14, 2020 Meeting Type: Annual Record Date: MAR 20, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Andrew H. Card, Jr. For For Management 1b Elect Director William J. DeLaney 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 1k Elect Director Christopher J. Williams 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 5 Report on Climate Change Against Against Shareholder -------------------------------------------------------------------------------- VINCI SA Ticker: DG Security ID: F5879X108 Meeting Date: JUN 18, 2020 Meeting Type: Annual/Special Record Date: JUN 15, 2020 # 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 2.04 per Share 4 Approve Stock Dividend Program For For Management 5 Elect Benoit Bazin as Director For For Management 6 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 7 Approve Remuneration Policy of Board For For Management Members 8 Approve Remuneration Policy of Xavier For For Management Huillard, Chairman and CEO 9 Approve Compensation Report of For For Management Corporate Officers 10 Approve Compensation of Xavier For For Management Huillard, Chairman and CEO 11 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 12 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 13 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans Reserved for Employees of International Subsidiaries 14 Authorize up to 1 Percent of Issued For For Management Capital for Use in Restricted Stock Plans Reserved for Employees With Performance Conditions Attached 15 Amend Article 13 of Bylaws Re: Board For For Management Members Deliberation via Written Consultation 16 Amend Article 14 of Bylaws Re: Board For For Management Members Remuneration 17 Amend Article 15 of Bylaws Re: Board For For Management Powers 18 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- XCEL ENERGY INC. Ticker: XEL Security ID: 98389B100 Meeting Date: MAY 22, 2020 Meeting Type: Annual Record Date: MAR 25, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Lynn Casey For For Management 1b Elect Director Ben Fowke For For Management 1c Elect Director Netha N. Johnson For For Management 1d Elect Director George Kehl For For Management 1e Elect Director Richard T. O'Brien For For Management 1f Elect Director David K. Owens For For Management 1g Elect Director Christopher J. For For Management Policinski 1h Elect Director James T. Prokopanko For For Management 1i Elect Director A. Patricia Sampson For For Management 1j Elect Director James J. Sheppard For For Management 1k Elect Director David A. Westerlund For For Management 1l Elect Director Kim Williams For For Management 1m Elect Director Timothy V. Wolf For For Management 1n 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 4 Report on Costs and Benefits of Against Against Shareholder Climate-Related Activities ========== 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. (fka Virtus Global Dividend & Income Fund Inc.) By: /s/ George R. Aylward -------------------------- George R. Aylward, President Date: August 10, 2020