================================================================================ 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., Vice President, Chief Legal Officer, Counsel and Secretary Virtus Investment Partners, Inc., One Financial Plaza, Hartford, CT 06103 (Name and Address of agent for service) ----------------- Registrant's telephone number, including area code: 866-270-7788 Date of Fiscal Year End: 11/30 Date of Reporting Period: 07/01/2021 - 06/30/2022 ================================================================================ ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-05620 Reporting Period: 07/01/2021 - 06/30/2022 Virtus Total Return Fund Inc. ======================== Virtus Total Return Fund Inc. ========================= AENA S.M.E. SA Ticker: AENA Security ID: E526K0106 Meeting Date: MAR 31, 2022 Meeting Type: Annual Record Date: MAR 25, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Standalone Financial Statements For For Management 2 Approve Consolidated Financial For For Management Statements 3 Approve Treatment of Net Loss For For Management 4 Approve Non-Financial Information For For Management Statement 5 Approve Discharge of Board For For Management 6 Appoint KPMG Auditores as Auditor For For Management 7.1 Ratify Appointment of and Elect Raul For For Management Miguez Bailo as Director 7.2 Ratify Appointment of and Elect Manuel For For Management Delacampagne Crespo as Director 7.3 Reelect Maurici Lucena Betriu as For Against Management Director 7.4 Elect Eva Balleste Morillas as Director For For Management 8.1 Amend Articles Re: General For For Management Shareholders Meeting's Competences and Board of Directors' Competences 8.2 Amend Articles Re: Shareholders' Right For For Management to Information and Annual Report on Directors' Remuneration 8.3 Amend Articles Re: Technical For For Management Improvements 9 Amend Articles of General Meeting For For Management Regulations 10 Authorize Issuance of Non-Convertible For For Management Bonds/Debentures and/or Other Debt Securities up to EUR 5 Billion 11 Advisory Vote on Remuneration Report For For Management 12 Advisory Vote on Company's 2021 For For Management Updated Report on Climate Action Plan 13 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- AEROPORTS DE PARIS SA Ticker: ADP Security ID: F00882104 Meeting Date: MAY 17, 2022 Meeting Type: Annual/Special Record Date: MAY 13, 2022 # 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 Treatment of Losses For For Management 4 Approve Transactions with the French For For Management State 5 Approve Transaction with Region For For Management Ile-de-France 6 Authorize Repurchase of Up to 10 For Against Management Percent of Issued Share Capital 7 Approve Compensation Report of For For Management Corporate Officers 8 Approve Compensation of Augustin de For For Management Romanet, Chairman and CEO 9 Approve Remuneration Policy of For For Management Directors 10 Approve Remuneration Policy of For For Management Chairman and CEO 11 Ratify Appointment of Olivier Grunberg For For Management as Director 12 Ratify Appointment of Sylvia Metayer For For Management as Director 13 Elect Pierre Cuneo as Director For Against Management 14 Elect Cecile de Guillebon as Director For Against Management 15 Reelect Perrine Vidalenche as Director For Against Management 16 Reelect Jean-Benoit Albertini as For Against Management Director 17 Authorize Issuance of Equity or For Against Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 97 Million 18 Authorize Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 29 Million 19 Approve Issuance of Equity or For Against Management Equity-Linked Securities for Private Placements, up to Aggregate Nominal Amount of EUR 29 Million 20 Authorize Board to Increase Capital in For Against Management the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above Under Items 23-25 21 Authorize Capitalization of Reserves For For Management of Up to EUR 97 Million for Bonus Issue or Increase in Par Value 22 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 23 Authorize Capital Increase of Up to For Against Management EUR 29 Million for Future Exchange Offers 24 Authorize Capital Increase of up to 10 For Against Management Percent of Issued Capital for Contributions in Kind 25 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 26 Set Total Limit for Capital Increase For For Management to Result from Issuance Requests Under Items 17-20 and 22-24 at EUR 97 Million 27 Set Total Limit for Capital Increase For For Management to Result from Issuance Requests Under Items 17-20 at EUR 29 Million 28 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- AMEREN CORPORATION Ticker: AEE Security ID: 023608102 Meeting Date: MAY 12, 2022 Meeting Type: Annual Record Date: MAR 14, 2022 # 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 Martin J. Lyons, Jr. For For Management 1m Elect Director Steven H. Lipstein For For Management 1n Elect Director Leo S. Mackay, Jr. For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Approve Omnibus Stock Plan For For Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- AMERICAN TOWER CORPORATION Ticker: AMT Security ID: 03027X100 Meeting Date: MAY 18, 2022 Meeting Type: Annual Record Date: MAR 21, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Thomas A. Bartlett For For Management 1b Elect Director Kelly C. Chambliss For For Management 1c Elect Director Teresa H. Clarke For For Management 1d Elect Director Raymond P. Dolan For For Management 1e Elect Director Kenneth R. Frank For For Management 1f Elect Director Robert D. Hormats For For Management 1g Elect Director Grace D. Lieblein For For Management 1h Elect Director Craig Macnab For For Management 1i Elect Director JoAnn A. Reed For For Management 1j Elect Director Pamela D.A. Reeve For For Management 1k Elect Director David E. Sharbutt For For Management 1l Elect Director Bruce L. Tanner For For Management 1m Elect Director Samme L. Thompson For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- AMERICAN WATER WORKS COMPANY, INC. Ticker: AWK Security ID: 030420103 Meeting Date: MAY 11, 2022 Meeting Type: Annual Record Date: MAR 17, 2022 # 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 M. Susan Hardwick 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 George MacKenzie For For Management 1i Elect Director James G. Stavridis For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Report on Medium and Long-Term None None Shareholder Greenhouse Gas Targets Aligned with Paris Agreement - Withdrawn 5 Report on Third-Party Racial Equity Against For Shareholder Audit -------------------------------------------------------------------------------- ATLANTIA SPA Ticker: ATL Security ID: T05404107 Meeting Date: DEC 03, 2021 Meeting Type: Extraordinary Shareholders Record Date: NOV 24, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1 Authorize Share Repurchase Program For For Management 2 Amend Regulations on General Meetings For For Management 1 Authorize Cancellation of Treasury For For Management Shares without Reduction of Share Capital; Amend Article 6 2a Amend Company Bylaws Re: Article 14; For For Management Amend Regulations on General Meetings Re: Article 1 2b Amend Company Bylaws Re: Article 27 For For Management 2c Amend Company Bylaws Re: Articles 31 For For Management and 32 -------------------------------------------------------------------------------- ATLANTIA SPA Ticker: ATL Security ID: T05404107 Meeting Date: APR 29, 2022 Meeting Type: Annual Record Date: APR 20, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Accept Financial Statements and For For Management Statutory Reports 1b Approve Allocation of Income For For Management 2a Fix Number of Directors None For Shareholder 2b Fix Board Terms for Directors For For Management 2c.1 Slate 1 Submitted by Sintonia SpA None Against Shareholder 2c.2 Slate 2 Submitted by Institutional None For Shareholder Investors (Assogestioni) 2d Elect Giampiero Massolo as Board Chair None For Shareholder 2e Approve Remuneration of Directors For For Management 3 Approve 2022-2027 Employee Share For For Management Ownership Plan 4a Approve Remuneration Policy For For Management 4b Approve Second Section of the For For Management Remuneration Report 5 Approve Climate Transition Plan For For Management 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 09, 2022 Meeting Type: Annual Record Date: DEC 13, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director J. Kevin Akers 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 Nancy K. Quinn For For Management 1h Elect Director Richard A. Sampson For For Management 1i Elect Director Diana J. Walters For For Management 1j Elect Director Frank Yoho 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 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- AUCKLAND INTERNATIONAL AIRPORT LIMITED Ticker: AIA Security ID: Q06213146 Meeting Date: OCT 21, 2021 Meeting Type: Annual Record Date: OCT 19, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Mark Binns as Director For For Management 2 Elect Dean Hamilton as Director For For Management 3 Elect Tania Simpson as Director For For Management 4 Elect Patrick Strange as Director For For Management 5 Authorize Board to Fix Remuneration of For For Management the Auditors -------------------------------------------------------------------------------- CANADIAN NATIONAL RAILWAY COMPANY Ticker: CNR Security ID: 136375102 Meeting Date: MAY 20, 2022 Meeting Type: Annual Record Date: APR 05, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1A Elect Director Shauneen Bruder For For Management 1B Elect Director Jo-ann dePass Olsovsky For For Management 1C Elect Director David Freeman For For Management 1D Elect Director Denise Gray For For Management 1E Elect Director Justin M. Howell For For Management 1F Elect Director Susan C. Jones For For Management 1G Elect Director Robert Knight For For Management 1H Elect Director Kevin G. Lynch For For Management 1I Elect Director Margaret A. McKenzie For For Management 1J Elect Director Robert L. Phillips For For Management 1K Elect Director Tracy Robinson For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote on Executive For For Management Compensation Approach 4 Management Advisory Vote on Climate For For Management Change -------------------------------------------------------------------------------- CANADIAN PACIFIC RAILWAY LIMITED Ticker: CP Security ID: 13645T100 Meeting Date: APR 27, 2022 Meeting Type: Annual/Special Record Date: FEB 28, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1 Ratify Ernst & Young LLP as Auditors For For Management 2 Amend Stock Option Incentive Plan For For Management 3 Advisory Vote on Executive For For Management Compensation Approach 4 Management Advisory Vote on Climate For For Management Change 5.1 Elect Director John Baird For For Management 5.2 Elect Director Isabelle Courville For For Management 5.3 Elect Director Keith E. Creel For For Management 5.4 Elect Director Gillian H. Denham For For Management 5.5 Elect Director Edward R. Hamberger For For Management 5.6 Elect Director Matthew H. Paull For For Management 5.7 Elect Director Jane L. Peverett For For Management 5.8 Elect Director Andrea Robertson For For Management 5.9 Elect Director Gordon T. Trafton For For Management -------------------------------------------------------------------------------- CELLNEX TELECOM SA Ticker: CLNX Security ID: E2R41M104 Meeting Date: APR 27, 2022 Meeting Type: Annual Record Date: APR 22, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Consolidated and Standalone For For Management Financial Statements 2 Approve Non-Financial Information For For Management Statement 3 Approve Treatment of Net Loss For For Management 4 Approve Discharge of Board For For Management 5.1 Approve Annual Maximum Remuneration For For Management 5.2 Approve Remuneration Policy For For Management 5.3 Approve Grant of Shares to CEO For For Management 6.1 Fix Number of Directors at 11 For For Management 6.2 Reelect Tobias Martinez Gimeno as For For Management Director 6.3 Reelect Bertrand Boudewijn Kan as For For Management Director 6.4 Reelect Pierre Blayau as Director For For Management 6.5 Reelect Anne Bouverot as Director For For Management 6.6 Reelect Maria Luisa Guijarro Pinal as For For Management Director 6.7 Reelect Peter Shore as Director For For Management 6.8 Ratify Appointment of and Elect Kate For For Management Holgate as Director 7.1 Amend Article 4 Re: Corporate Website For For Management 7.2 Amend Article 18 Re: Board Term For For Management 7.3 Amend Article 20 Re: Director For For Management Remuneration 7.4 Approve Restated Articles of For For Management Association 8 Approve Exchange of Debt for Equity For For Management 9 Authorize Increase in Capital up to 50 For For Management Percent via Issuance of Equity or Equity-Linked Securities, Excluding Preemptive Rights of up to 10 Percent 10 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 11 Authorize Board to Ratify and Execute For For Management Approved Resolutions 12 Advisory Vote on Remuneration Report For For Management -------------------------------------------------------------------------------- CENTERPOINT ENERGY, INC. Ticker: CNP Security ID: 15189T107 Meeting Date: APR 22, 2022 Meeting Type: Annual Record Date: FEB 25, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Wendy Montoya Cloonan For For Management 1b Elect Director Earl M. Cummings For For Management 1c Elect Director Christopher H. Franklin For For Management 1d Elect Director David J. Lesar For For Management 1e Elect Director Raquelle W. Lewis For For Management 1f Elect Director Martin H. Nesbitt For For Management 1g Elect Director Theodore F. Pound For For Management 1h Elect Director Phillip R. Smith For For Management 1i Elect Director Barry T. Smitherman 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 -------------------------------------------------------------------------------- CHENIERE ENERGY, INC. Ticker: LNG Security ID: 16411R208 Meeting Date: MAY 12, 2022 Meeting Type: Annual Record Date: MAR 28, 2022 # 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 Patricia K. Collawn For For Management 1e Elect Director David B. Kilpatrick For For Management 1f Elect Director Lorraine Mitchelmore For For Management 1g Elect Director Scott Peak For For Management 1h Elect Director Donald F. Robillard, Jr. For For Management 1i Elect Director Neal A. Shear For For Management 1j Elect Director Andrew J. Teno For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- CMS ENERGY CORPORATION Ticker: CMS Security ID: 125896100 Meeting Date: MAY 06, 2022 Meeting Type: Annual Record Date: MAR 08, 2022 # 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 Garrick J. Rochow 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 -------------------------------------------------------------------------------- CROWN CASTLE INTERNATIONAL CORP. Ticker: CCI Security ID: 22822V101 Meeting Date: MAY 19, 2022 Meeting Type: Annual Record Date: MAR 21, 2022 # 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 Andrea J. Goldsmith For For Management 1f Elect Director Tammy K. Jones For For Management 1g Elect Director Anthony J. Melone For For Management 1h Elect Director W. Benjamin Moreland For For Management 1i Elect Director Kevin A. Stephens For For Management 1j Elect Director Matthew Thornton, III For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Approve Omnibus Stock Plan For For Management 4 Increase Authorized Common Stock For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CSX CORPORATION Ticker: CSX Security ID: 126408103 Meeting Date: MAY 04, 2022 Meeting Type: Annual Record Date: MAR 08, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Donna M. Alvarado For For Management 1b Elect Director Thomas P. Bostick 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 David M. Moffett For For Management 1g Elect Director Linda H. Riefler For For Management 1h Elect Director Suzanne M. Vautrinot For For Management 1i Elect Director James L. Wainscott For For Management 1j Elect Director J. Steven Whisler For For Management 1k 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 Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- DOMINION ENERGY, INC. Ticker: D Security ID: 25746U109 Meeting Date: MAY 11, 2022 Meeting Type: Annual Record Date: MAR 04, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1A Elect Director James A. Bennett For For Management 1B Elect Director Robert M. Blue For For Management 1C Elect Director Helen E. Dragas For For Management 1D Elect Director James O. Ellis, Jr. For For Management 1E Elect Director D. Maybank Hagood For For Management 1F Elect Director Ronald W. Jibson For For Management 1G Elect Director Mark J. Kington For For Management 1H Elect Director Joseph M. Rigby For For Management 1I Elect Director Pamela J. Royal For For Management 1J Elect Director Robert H. Spilman, Jr. For For Management 1K Elect Director Susan N. Story For For Management 1L Elect Director Michael E. Szymanczyk 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 Amend Right to Call Special Meeting For For Management 5 Reduce Ownership Threshold for Against Against Shareholder Shareholders to Call Special Meeting 6 Adopt Medium Term Scope 3 GHG Against Against Shareholder Emissions Reduction Target 7 Report on the Risk of Natural Gas None For Shareholder Stranded Assets -------------------------------------------------------------------------------- EDP-ENERGIAS DE PORTUGAL SA Ticker: EDP Security ID: X67925119 Meeting Date: APR 06, 2022 Meeting Type: Annual Record Date: MAR 30, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Approve Individual and Consolidated For For Management Financial Statements and Statutory Reports 1.2 Approve Sustainability Report For For Management 2.1 Approve Allocation of Income For For Management 2.2 Approve Dividends 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 Elect Vice-Chair of the General For For Management Meeting Board -------------------------------------------------------------------------------- EMERA INC. Ticker: EMA Security ID: 290876101 Meeting Date: MAY 26, 2022 Meeting Type: Annual Record Date: MAR 28, 2022 # 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 Henry E. Demone For For Management 1.4 Elect Director Paula Y. Gold-Williams 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 Ian E. Robertson 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 Karen H. Sheriff 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 to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- ENBRIDGE INC. Ticker: ENB Security ID: 29250N105 Meeting Date: MAY 04, 2022 Meeting Type: Annual Record Date: MAR 09, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mayank M. Ashar For For Management 1.2 Elect Director Gaurdie E. Banister For For Management 1.3 Elect Director Pamela L. Carter For For Management 1.4 Elect Director Susan M. Cunningham For For Management 1.5 Elect Director Gregory L. Ebel For For Management 1.6 Elect Director Jason B. Few For For Management 1.7 Elect Director Teresa S. Madden For For Management 1.8 Elect Director Al Monaco For For Management 1.9 Elect Director Stephen S. Poloz For For Management 1.10 Elect Director S. Jane Rowe For For Management 1.11 Elect Director Dan C. Tutcher For For Management 1.12 Elect Director Steven W. Williams For For Management 2 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 3 Advisory Vote on Executive For For Management Compensation Approach 4 Strengthen the Company's Net Zero Against Against Shareholder Commitment with a Science-Based Net Zero Target -------------------------------------------------------------------------------- ENEL SPA Ticker: ENEL Security ID: T3679P115 Meeting Date: MAY 19, 2022 Meeting Type: Annual Record Date: MAY 10, 2022 # 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 Ministry of the None For Shareholder Economy and Finance 4.2 Slate 2 Submitted by Institutional None Against Shareholder Investors (Assogestioni) 5 Approve Internal Statutory Auditors' None For Shareholder Remuneration 6 Approve Long Term Incentive Plan For For Management 7.1 Approve Remuneration Policy For For Management 7.2 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 -------------------------------------------------------------------------------- EVERGY, INC. Ticker: EVRG Security ID: 30034W106 Meeting Date: MAY 03, 2022 Meeting Type: Annual Record Date: MAR 01, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1A Elect Director David A. Campbell For For Management 1B Elect Director Thomas D. Hyde For For Management 1C Elect Director B. Anthony Isaac For For Management 1D Elect Director Paul M. Keglevic For For Management 1E Elect Director Mary L. Landrieu For For Management 1F Elect Director Sandra A.J. Lawrence For For Management 1G Elect Director Ann D. Murtlow For For Management 1H Elect Director Sandra J. Price For For Management 1I Elect Director Mark A. Ruelle For For Management 1J Elect Director James Scarola For For Management 1K Elect Director S. Carl Soderstrom, Jr. For For Management 1L Elect Director C. John Wilder For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- EVERSOURCE ENERGY Ticker: ES Security ID: 30040W108 Meeting Date: MAY 04, 2022 Meeting Type: Annual Record Date: MAR 09, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Cotton M. Cleveland For For Management 1.2 Elect Director James S. DiStasio For For Management 1.3 Elect Director Francis A. Doyle For For Management 1.4 Elect Director Linda Dorcena Forry For For Management 1.5 Elect Director Gregory M. Jones For For Management 1.6 Elect Director James J. Judge For For Management 1.7 Elect Director John Y. Kim For For Management 1.8 Elect Director Kenneth R. Leibler For For Management 1.9 Elect Director David H. Long For For Management 1.10 Elect Director Joseph R. Nolan, Jr. For For Management 1.11 Elect Director William C. Van Faasen For For Management 1.12 Elect Director Frederica M. Williams 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 -------------------------------------------------------------------------------- FERROVIAL SA Ticker: FER Security ID: E49512119 Meeting Date: APR 06, 2022 Meeting Type: Annual Record Date: APR 01, 2022 # 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 Treatment of Net Loss For For Management 3 Approve Discharge of Board For For Management 4.1 Reelect Rafael del Pino y Calvo-Sotelo For For Management as Director 4.2 Reelect Oscar Fanjul Martin as Director For For Management 4.3 Reelect Maria del Pino y Calvo-Sotelo For For Management as Director 4.4 Reelect Jose Fernando Sanchez-Junco For For Management Mans as Director 4.5 Reelect Bruno Di Leo as Director For For Management 4.6 Ratify Appointment of and Elect For For Management Hildegard Wortmann as Director 4.7 Ratify Appointment of and Elect Alicia For For Management Reyes Revuelta as Director 5 Approve Scrip Dividends For For Management 6 Approve Scrip Dividends For For Management 7 Approve Reduction in Share Capital via For For Management Amortization of Treasury Shares 8.1 Amend Articles Re: Allow Shareholder For For Management Meetings to be Held in Virtual-Only Format 8.2 Amend Articles Re: Changes in the For For Management Corporate Enterprises Law 8.3 Amend Articles Re: Technical For For Management Improvements 9.1 Amend Articles of General Meeting For For Management Regulations Re: Allow Shareholder Meetings to be Held in Virtual-Only Format 9.2 Amend Articles of General Meeting For For Management Regulations Re: Changes in the Corporate Enterprises Law 9.3 Amend Articles of General Meeting For For Management Regulations Re: Technical Improvements 10 Advisory Vote on Company's Greenhouse For For Management Gas Emissions Reduction Plan 11 Approve Remuneration Policy For For Management 12 Advisory Vote on Remuneration Report For For Management 13 Authorize Share Repurchase Program For For Management 14 Authorize Board to Ratify and Execute For For Management Approved Resolutions 15 Receive Amendments to Board of None None Management Directors Regulations -------------------------------------------------------------------------------- FLUGHAFEN ZUERICH AG Ticker: FHZN Security ID: H26552135 Meeting Date: APR 21, 2022 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports (Non-Voting) 2 Receive Auditor's Report (Non-Voting) None None Management 3 Accept Financial Statements and For For Management Statutory Reports 4 Approve Remuneration Report For For Management (Non-Binding) 5 Approve Discharge of Board of Directors For For Management 6 Approve Allocation of Income and For For Management Omission of Dividends 7.1 Approve Remuneration of Board of For For Management Directors in the Amount of CHF 1.7 Million 7.2 Approve Remuneration of Executive For For Management Committee in the Amount of CHF 6 Million 8.1.1 Reelect Guglielmo Brentel as Director For For Management 8.1.2 Reelect Josef Felder as Director For For Management 8.1.3 Reelect Stephan Gemkow as Director For For Management 8.1.4 Reelect Corine Mauch as Director For For Management 8.1.5 Reelect Andreas Schmid as Director For For Management 8.2 Elect Andreas Schmid as Board Chair For For Management 8.3.1 Appoint Vincent Albers as Member of For For Management the Nomination and Compensation Committee 8.3.2 Appoint Guglielmo Brentel as Member of For For Management the Nomination and Compensation Committee 8.3.3 Appoint Eveline Saupper as Member of For For Management the Nomination and Compensation Committee 8.3.4 Appoint Andreas Schmid as Non-Voting For For Management Member of the Nomination and Compensation Committee 8.4 Designate Marianne Sieger as For For Management Independent Proxy 8.5 Ratify Ernst & Young AG as Auditors For For Management 9 Transact Other Business (Voting) For Against Management -------------------------------------------------------------------------------- FRONTERA ENERGY CORPORATION Ticker: FEC Security ID: 35905B107 Meeting Date: MAY 18, 2022 Meeting Type: Annual/Special Record Date: APR 05, 2022 # 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 Mantilla 2.2 Elect Director W. Ellis Armstrong For For Management 2.3 Elect Director Rene Burgos Diaz For For Management 2.4 Elect Director Orlando Cabrales Segovia For For Management 2.5 Elect Director Gabriel de Alba 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 Approve Shareholder Rights Plan For For Management 5 Amend Equity Incentive Plan For Against Management -------------------------------------------------------------------------------- IBERDROLA SA Ticker: IBE Security ID: E6165F166 Meeting Date: JUN 16, 2022 Meeting Type: Annual Record Date: JUN 10, 2022 # 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 Preamble and Article 7 Re: For For Management Company's Purpose, Values and Social Dividend 7 Amend Article 16 Re: Engagement For For Management Dividend 8 Amend Article 11 of General Meeting For For Management Regulations Re: Engagement Dividend 9 Approve Engagement Dividend For For Management 10 Approve Allocation of Income and For For Management Dividends 11 Approve Scrip Dividends For For Management 12 Approve Scrip Dividends For For Management 13 Approve Reduction in Share Capital via For For Management Amortization of Treasury Shares 14 Advisory Vote on Remuneration Report For For Management 15 Reelect Anthony L. Gardner as Director For For Management 16 Ratify Appointment of and Elect Maria For For Management Angeles Alcala Diaz as Director 17 Ratify Appointment of and Elect Isabel For For Management Garcia Tejerina as Director 18 Fix Number of Directors at 14 For For Management 19 Authorize Share Repurchase Program For For Management 20 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- NATIONAL GRID PLC Ticker: NG Security ID: G6S9A7120 Meeting Date: JUL 26, 2021 Meeting Type: Annual Record Date: JUL 22, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3 Elect Paula Reynolds as Director For For Management 4 Re-elect John Pettigrew as Director For For Management 5 Re-elect Andy Agg as Director For For Management 6 Re-elect Mark Williamson as Director For For Management 7 Re-elect Jonathan Dawson as Director For For Management 8 Re-elect Therese Esperdy as Director For For Management 9 Re-elect Liz Hewitt as Director For For Management 10 Re-elect Amanda Mesler as Director For For Management 11 Re-elect Earl Shipp as Director For For Management 12 Re-elect Jonathan Silver as Director For For Management 13 Reappoint Deloitte LLP as Auditors For For Management 14 Authorise the Audit Committee to Fix For For Management Remuneration of Auditors 15 Approve Remuneration Report For For Management 16 Authorise UK Political Donations and For For Management Expenditure 17 Authorise Issue of Equity For For Management 18 Approve Long Term Performance Plan For For Management 19 Approve US Employee Stock Purchase Plan For For Management 20 Approve Climate Change Commitments and For For Management Targets 21 Authorise Issue of Equity without For For Management Pre-emptive Rights 22 Authorise Issue of Equity without For For Management Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment 23 Authorise Market Purchase of Ordinary For For Management Shares 24 Authorise the Company to Call General For For Management Meeting with Two Weeks' Notice 25 Adopt New Articles of Association For For Management -------------------------------------------------------------------------------- NEXTERA ENERGY, INC. Ticker: NEE Security ID: 65339F101 Meeting Date: MAY 19, 2022 Meeting Type: Annual Record Date: MAR 24, 2022 # 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 John W. Ketchum 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 John Arthur Stall 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 Disclose a Board Diversity and Against Against Shareholder Qualifications Matrix 5 Report on Effectiveness of Diversity, Against For Shareholder Equity and Inclusion Efforts and Metrics -------------------------------------------------------------------------------- NORFOLK SOUTHERN CORPORATION Ticker: NSC Security ID: 655844108 Meeting Date: MAY 12, 2022 Meeting Type: Annual Record Date: MAR 04, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas D. Bell, Jr. For For Management 1.2 Elect Director Mitchell E. Daniels, Jr. For For Management 1.3 Elect Director Marcela E. Donadio For For Management 1.4 Elect Director John C. Huffard, Jr. For For Management 1.5 Elect Director Christopher T. Jones For For Management 1.6 Elect Director Thomas C. Kelleher For For Management 1.7 Elect Director Steven F. Leer For For Management 1.8 Elect Director Michael D. Lockhart For For Management 1.9 Elect Director Amy E. Miles For For Management 1.10 Elect Director Claude Mongeau For For Management 1.11 Elect Director Jennifer F. Scanlon For For Management 1.12 Elect Director Alan H. Shaw For For Management 1.13 Elect Director James A. Squires For For Management 1.14 Elect Director John R. Thompson For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call Special Meeting -------------------------------------------------------------------------------- ONEOK, INC. Ticker: OKE Security ID: 682680103 Meeting Date: MAY 25, 2022 Meeting Type: Annual Record Date: MAR 28, 2022 # 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 None None Management *Withdrawn Resolution* 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 Pierce H. Norton, II For For Management 1.10 Elect Director Eduardo A. Rodriguez For For Management 1.11 Elect Director Gerald B. Smith 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: APR 08, 2022 Meeting Type: Annual Record Date: APR 01, 2022 # 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 12.50 Per Share 6 Authorize Share Repurchase Program (No None None Management Proposal Submitted) 7.1 Approve Guidelines for Incentive-Based For For Management Compensation for Executive Management and Board 7.2 Employees of all the Company Foreign For For Management Subsidiaries are Eligible to be Elected and Entitled to Vote at Elections of Group Representatives to the Board of Directors 7.3 Approve on Humanitarian Donation to For For Management the Ukrainian People 7.4 Approve Creation of DKK 840.1 Million For For Management Pool of Capital without Preemptive Rights 7.5 Authorize Editorial Changes to Adopted For For Management Resolutions in Connection with Registration with Danish Authorities 8 Other Proposals from Shareholders None None Management (None 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 9.3.a Reelect Lynda Armstrong as Director For For Management 9.3.b Reelect Jorgen Kildah as Director For For Management 9.3.c Reelect Peter Korsholm as Director For For Management 9.3.d Reelect Dieter Wemmer as Director For For Management 9.3.e Reelect Julia King as Director For For Management 9.3.f Reelect Henrik Poulsen as Director For For Management 10 Approve Remuneration of Directors in For For Management the Amount of DKK 1.2 Million for Chairman, DKK 800,000 for Deputy Chairman and DKK 400,000 for Other Directors; Approve Remuneration for Committee Work 11 Ratify PricewaterhouseCoopers as For For Management Auditor 12 Other Business None None Management -------------------------------------------------------------------------------- PEMBINA PIPELINE CORPORATION Ticker: PPL Security ID: 706327103 Meeting Date: MAY 06, 2022 Meeting Type: Annual Record Date: MAR 18, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Anne-Marie N. Ainsworth For For Management 1.2 Elect Director J. Scott Burrows For For Management 1.3 Elect Director Cynthia Carroll For For Management 1.4 Elect Director Ana Dutra For For Management 1.5 Elect Director Randall J. Findlay For For Management 1.6 Elect Director Robert G. Gwin For For Management 1.7 Elect Director Maureen E. Howe For For Management 1.8 Elect Director Gordon J. Kerr For For Management 1.9 Elect Director David M.B. LeGresley For For Management 1.10 Elect Director Leslie A. O'Donoghue For For Management 1.11 Elect Director Bruce D. Rubin For For Management 1.12 Elect Director Henry W. Sykes For For Management 2 Approve KPMG LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration 3 Re-approve Shareholder Rights Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officer's Compensation -------------------------------------------------------------------------------- PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED Ticker: PEG Security ID: 744573106 Meeting Date: APR 19, 2022 Meeting Type: Annual Record Date: FEB 18, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ralph Izzo For For Management 1.2 Elect Director Susan Tomasky For For Management 1.3 Elect Director Willie A. Deese For For Management 1.4 Elect Director Jamie M. Gentoso 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 Valerie A. Smith For For Management 1.8 Elect Director Scott G. Stephenson For For Management 1.9 Elect Director Laura A. Sugg For For Management 1.10 Elect Director John P. Surma For For Management 1.11 Elect Director Alfred W. Zollar For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- SEMPRA ENERGY Ticker: SRE Security ID: 816851109 Meeting Date: MAY 13, 2022 Meeting Type: Annual Record Date: MAR 17, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Alan L. Boeckmann For For Management 1b Elect Director Andres Conesa For For Management 1c Elect Director Maria Contreras-Sweet For For Management 1d Elect Director Pablo A. Ferrero For For Management 1e Elect Director Jeffrey W. Martin For For Management 1f Elect Director Bethany J. Mayer For For Management 1g Elect Director Michael N. Mears For For Management 1h Elect Director Jack T. Taylor For For Management 1i Elect Director Cynthia L. Walker For For Management 1j Elect Director Cynthia J. Warner For For Management 1k 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 -------------------------------------------------------------------------------- SPIRE, INC. Ticker: SR Security ID: 84857L101 Meeting Date: JAN 27, 2022 Meeting Type: Annual Record Date: NOV 30, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Carrie J. Hightman For For Management 1.2 Elect Director Brenda D. Newberry For For Management 1.3 Elect Director Suzanne Sitherwood For For Management 1.4 Elect Director Mary Ann Van Lokeren 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 -------------------------------------------------------------------------------- TARGA RESOURCES CORP. Ticker: TRGP Security ID: 87612G101 Meeting Date: MAY 24, 2022 Meeting Type: Annual Record Date: MAR 29, 2022 # 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 Matthew J. Meloy For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- TC ENERGY CORPORATION Ticker: TRP Security ID: 87807B107 Meeting Date: APR 29, 2022 Meeting Type: Annual Record Date: MAR 14, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael R. Culbert For For Management 1.2 Elect Director William D. Johnson For For Management 1.3 Elect Director Susan C. Jones For For Management 1.4 Elect Director John E. Lowe For For Management 1.5 Elect Director David MacNaughton For For Management 1.6 Elect Director Francois L. Poirier For For Management 1.7 Elect Director Una Power For For Management 1.8 Elect Director Mary Pat Salomone For For Management 1.9 Elect Director Indira V. Samarasekera 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 Dheeraj "D" Verma 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 Approve Shareholder Rights Plan For For Management -------------------------------------------------------------------------------- THE SOUTHERN COMPANY Ticker: SO Security ID: 842587107 Meeting Date: MAY 25, 2022 Meeting Type: Annual Record Date: MAR 28, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Janaki Akella For For Management 1b Elect Director Henry A. Clark, III For For Management 1c Elect Director Anthony F. Earley, Jr. For For Management 1d Elect Director Thomas A. Fanning For For Management 1e Elect Director David J. Grain For For Management 1f Elect Director Colette D. Honorable For For Management 1g Elect Director Donald M. James For For Management 1h Elect Director John D. Johns For For Management 1i Elect Director Dale E. Klein For For Management 1j Elect Director Ernest J. Moniz For For Management 1k Elect Director William G. Smith, Jr. For For Management 1l Elect Director Kristine L. Svinicki For For Management 1m Elect Director E. Jenner Wood, III 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 Adopt Simple Majority Vote For For Shareholder -------------------------------------------------------------------------------- THE WILLIAMS COMPANIES, INC. Ticker: WMB Security ID: 969457100 Meeting Date: APR 26, 2022 Meeting Type: Annual Record Date: FEB 25, 2022 # 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 Michael A. Creel For For Management 1.5 Elect Director Stacey H. Dore For For Management 1.6 Elect Director Richard E. Muncrief For For Management 1.7 Elect Director Peter A. Ragauss For For Management 1.8 Elect Director Rose M. Robeson For For Management 1.9 Elect Director Scott D. Sheffield For For Management 1.10 Elect Director Murray D. Smith For For Management 1.11 Elect Director William H. Spence For For Management 1.12 Elect Director Jesse J. Tyson 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 -------------------------------------------------------------------------------- TRANSURBAN GROUP Ticker: TCL Security ID: Q9194A106 Meeting Date: OCT 21, 2021 Meeting Type: Annual Record Date: OCT 19, 2021 # Proposal Mgt Rec Vote Cast Sponsor 2a Elect Patricia Cross as Director For For Management 2b Elect Craig Drummond as Director For For Management 2c Elect Timothy (Tim) Reed as Director For For Management 2d Elect Robert (Rob) Whitfield as For For Management Director 2e Elect Mark Birrell as Director For For Management 3 Approve 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 12, 2022 Meeting Type: Annual Record Date: MAR 18, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director William J. DeLaney For For Management 1b Elect Director David B. Dillon For For Management 1c Elect Director Sheri H. Edison For For Management 1d Elect Director Teresa M. Finley 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 Jose H. Villarreal For For Management 1j 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 -------------------------------------------------------------------------------- VINCI SA Ticker: DG Security ID: F5879X108 Meeting Date: APR 12, 2022 Meeting Type: Annual/Special Record Date: APR 08, 2022 # 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 2.90 per Share 4 Reelect Xavier Huillard as Director For For Management 5 Reelect Marie-Christine Lombard as For For Management Director 6 Reelect Rene Medori as Director For For Management 7 Reelect Qatar Holding LLC as Director For For Management 8 Elect Claude Laruelle as Director For For Management 9 Ratify Change Location of Registered For For Management Office to 1973 boulevard de La Defense, Nanterre (92000) and Amend Article of Bylaws Accordingly 10 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 11 Approve Remuneration Policy of For For Management Directors 12 Approve Remuneration Policy of Xavier For For Management Huillard, Chairman and CEO 13 Approve Compensation Report For For Management 14 Approve Compensation of Xavier For For Management Huillard, Chairman and CEO 15 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 16 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 17 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans Reserved for Employees of International Subsidiaries 18 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- XCEL ENERGY INC. Ticker: XEL Security ID: 98389B100 Meeting Date: MAY 18, 2022 Meeting Type: Annual Record Date: MAR 21, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Lynn Casey For For Management 1b Elect Director Bob Frenzel For For Management 1c Elect Director Netha Johnson For For Management 1d Elect Director Patricia Kampling For For Management 1e Elect Director George Kehl For For Management 1f Elect Director Richard O'Brien For For Management 1g Elect Director Charles Pardee For For Management 1h Elect Director Christopher Policinski For For Management 1i Elect Director James Prokopanko For For Management 1j Elect Director Kim Williams For For Management 1k 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: /s/ George R. Aylward -------------------------- George R. Aylward, President Date: August 25, 2022