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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM N-PX
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ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act File Number: 811-05620
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VIRTUS TOTAL RETURN FUND INC.
(exact name of registrant as specified in charter)
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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)
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Registrant's telephone number, including area code: 866-270-7788
Date of Fiscal Year End: 11/30
Date of Reporting Period: 07/01/2022 - 06/30/2023
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******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-05620
Reporting Period: 07/01/2022 - 06/30/2023
Virtus Total Return Fund Inc.
======================== Virtus Total Return Fund Inc. =========================
AENA S.M.E. SA
Ticker: AENA Security ID: E526K0106
Meeting Date: APR 20, 2023 Meeting Type: Annual
Record Date: APR 14, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Standalone Financial Statements For For Management
2 Approve Consolidated Financial For For Management
Statements
3 Approve Allocation of Income and For For Management
Dividends
4 Approve Offset of Accumulated Losses For For Management
Against Voluntary Reserves
5 Approve Non-Financial Information For For Management
Statement
6 Approve Discharge of Board For For Management
7 Appoint KPMG Auditores as Auditor For For Management
8.1 Ratify Appointment of and Elect Maria For For Management
del Coriseo Gonzalez-Izquierdo Revilla
as Director
8.2 Ratify Appointment of and Elect Tomas For For Management
Varela Muina as Director
8.3 Elect Maria Carmen Corral Escribano as For For Management
Director
8.4 Reelect Angelica Martinez Ortega as For For Management
Director
8.5 Reelect Juan Ignacio Diaz Bidart as For For Management
Director
8.6 Reelect Pilar Arranz Notario as For For Management
Director
8.7 Reelect Leticia Iglesias Herraiz as For For Management
Director
9.1 Amend Article 31 Re: Board Competences For For Management
9.2 Amend Article 36 Re: Board Meetings For For Management
10 Advisory Vote on Remuneration Report For For Management
11 Advisory Vote on Company's 2022 For For Management
Updated Report on Climate Action Plan
12 Authorize Board to Ratify and Execute For For Management
Approved Resolutions
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AMEREN CORPORATION
Ticker: AEE Security ID: 023608102
Meeting Date: MAY 11, 2023 Meeting Type: Annual
Record Date: MAR 13, 2023
# 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 Advisory Vote on Say on Pay Frequency One Year One Year Management
4 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
5 Disclose GHG Emissions Reductions Against Against Shareholder
Targets
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AMERICAN ELECTRIC POWER COMPANY, INC.
Ticker: AEP Security ID: 025537101
Meeting Date: APR 25, 2023 Meeting Type: Annual
Record Date: FEB 28, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Nicholas K. Akins For For Management
1.2 Elect Director J. Barnie Beasley, Jr. For For Management
1.3 Elect Director Ben Fowke For For Management
1.4 Elect Director Art A. Garcia For For Management
1.5 Elect Director Linda A. Goodspeed For For Management
1.6 Elect Director Donna A. James For For Management
1.7 Elect Director Sandra Beach Lin For For Management
1.8 Elect Director Margaret M. McCarthy For For Management
1.9 Elect Director Oliver G. 'Rick' For For Management
Richard, III
1.10 Elect Director Daryl Roberts For For Management
1.11 Elect Director Julia A. Sloat For For Management
1.12 Elect Director Sara Martinez Tucker For For Management
1.13 Elect Director Lewis Von Thaer For For Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
3 Reduce Supermajority Vote Requirement For For Management
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
5 Advisory Vote on Say on Pay Frequency One Year One Year Management
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AMERICAN TOWER CORPORATION
Ticker: AMT Security ID: 03027X100
Meeting Date: MAY 24, 2023 Meeting Type: Annual
Record Date: MAR 27, 2023
# 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 Bruce L. Tanner For For Management
1l 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
4 Advisory Vote on Say on Pay Frequency One Year One Year Management
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APA GROUP
Ticker: APA Security ID: Q0437B100
Meeting Date: OCT 19, 2022 Meeting Type: Annual
Record Date: OCT 17, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Remuneration Report For For Management
2 Approve Climate Transition Plan For For Management
3 Elect James Fazzino as Director For For Management
4 Elect Rhoda Phillippo as Director For For Management
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ATLANTIA SPA
Ticker: ATL Security ID: T05404107
Meeting Date: OCT 10, 2022 Meeting Type: Ordinary Shareholders
Record Date: SEP 29, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1 Amend 2014 Phantom Stock Option Plan For For Management
and 2017 Additional Incentive Plan -
Phantom Stock Option
2 Revoke 2022-2027 Employee Share For For Management
Ownership Plan
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ATLAS ARTERIA
Ticker: ALX Security ID: Q06180105
Meeting Date: MAY 30, 2023 Meeting Type: Annual
Record Date: MAY 28, 2023
# Proposal Mgt Rec Vote Cast Sponsor
2 Approve Remuneration Report For Against Management
3 Approve Grant of 2023 Performance For For Management
Rights to Graeme Bevans
4 Approve Grant of Restricted Securities For For Management
to Graeme Bevans
5 Approve Grant of Additional 2022 For Against Management
Performance Rights to Graeme Bevans
6 Approve the Increase in the Maximum For For Management
Number of Directors
7 Approve the Increase in Maximum None For Management
Aggregate Remuneration of
Non-Executive Directors
8a Elect Debra Goodin as Director For For Management
8b Elect John Wigglesworth as Director For For Management
8c Elect Ken Daley as Director For For Management
2 Appoint PricewaterhouseCoopers as For For Management
Auditor and Authorize Board to Fix
Their Remuneration
3 Approve Reduction in the Maximum For Against Management
Number of Directors
4 Approve the Reduction in Maximum For For Management
Aggregate Remuneration of
Non-Executive Directors
5a Elect Debra Goodin as Director For For Management
5b Elect Andrew Cook as Director For For Management
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ATMOS ENERGY CORPORATION
Ticker: ATO Security ID: 049560105
Meeting Date: FEB 08, 2023 Meeting Type: Annual
Record Date: DEC 12, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director John C. Ale For For Management
1b Elect Director J. Kevin Akers 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 Nancy K. Quinn For For Management
1i Elect Director Richard A. Sampson For For Management
1j Elect Director Diana J. Walters For For Management
1k 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
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AUCKLAND INTERNATIONAL AIRPORT LIMITED
Ticker: AIA Security ID: Q06213146
Meeting Date: OCT 20, 2022 Meeting Type: Annual
Record Date: OCT 18, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Mark Cairns as Director For For Management
2 Elect Elizabeth Savage as Director For For Management
3 Elect Christine Spring as Director For For Management
4 Authorize Board to Fix Remuneration of For For Management
the Auditor
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CANADIAN NATIONAL RAILWAY COMPANY
Ticker: CNR Security ID: 136375102
Meeting Date: APR 25, 2023 Meeting Type: Annual
Record Date: MAR 03, 2023
# 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 Michel Letellier For For Management
1I Elect Director Margaret A. McKenzie For For Management
1J Elect Director Al Monaco 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
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CANADIAN PACIFIC KANSAS CITY LIMITED
Ticker: CP Security ID: 13646K108
Meeting Date: JUN 15, 2023 Meeting Type: Annual
Record Date: APR 24, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1 Ratify Ernst & Young LLP as Auditors For For Management
2 Advisory Vote on Executive For For Management
Compensation Approach
3 Management Advisory Vote on Climate For For Management
Change
4.1 Elect Director John Baird For For Management
4.2 Elect Director Isabelle Courville For For Management
4.3 Elect Director Keith E. Creel For For Management
4.4 Elect Director Gillian H. Denham For For Management
4.5 Elect Director Antonio Garza For For Management
4.6 Elect Director David Garza-Santos For For Management
4.7 Elect Director Edward R. Hamberger For For Management
4.8 Elect Director Janet H. Kennedy For For Management
4.9 Elect Director Henry J. Maier For For Management
4.10 Elect Director Matthew H. Paull For For Management
4.11 Elect Director Jane L. Peverett For For Management
4.12 Elect Director Andrea Robertson For For Management
4.13 Elect Director Gordon T. Trafton For For Management
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CELLNEX TELECOM SA
Ticker: CLNX Security ID: E2R41M104
Meeting Date: MAY 31, 2023 Meeting Type: Annual
Record Date: MAY 26, 2023
# 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 Approve Dividends Charged Against For For Management
Reserves
6 Renew Appointment of Deloitte, S.L. as For For Management
Auditor
7.1 Approve Annual Maximum Remuneration For For Management
7.2 Amend Remuneration Policy For For Management
8.1 Fix Number of Directors at 13 For For Management
8.2 Reelect Concepcion del Rivero Bermejo For For Management
as Director
8.3 Reelect Christian Coco as Director For For Management
8.4 Ratify Appointment by Co-option of Ana For For Management
Garcia Fau as Director
8.5 Ratify Appointment by Co-option of For For Management
Jonathan Amouyal as Director
8.6 Ratify Appointment by Co-option of For For Management
Maria Teresa Ballester Fornes as
Director
8.7 Elect Oscar Fanjul Martin as Director For For Management
8.8 Elect Dominique D'Hinnin as Director For For Management
8.9 Elect Marco Patuano as Director For For Management
9 Authorize Share Repurchase Program and For For Management
Reissuance of Repurchased Shares
10 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
11 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
12 Authorize Board to Ratify and Execute For For Management
Approved Resolutions
13 Advisory Vote on Remuneration Report For For Management
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CENTERPOINT ENERGY, INC.
Ticker: CNP Security ID: 15189T107
Meeting Date: APR 21, 2023 Meeting Type: Annual
Record Date: FEB 24, 2023
# 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 Advisory Vote on Say on Pay Frequency One Year One Year Management
5 Disclose Scope 3 Emissions and Setting Against Against Shareholder
Scope 3 Emission Targets
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CHENIERE ENERGY, INC.
Ticker: LNG Security ID: 16411R208
Meeting Date: MAY 11, 2023 Meeting Type: Annual
Record Date: MAR 27, 2023
# 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 Patricia K. Collawn For For Management
1d Elect Director Brian E. Edwards For For Management
1e Elect Director Denise Gray For For Management
1f Elect Director Lorraine Mitchelmore For For Management
1g Elect Director Donald F. Robillard, Jr. For For Management
1h Elect Director Matthew Runkle For For Management
1i Elect Director Neal A. Shear For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Advisory Vote on Say on Pay Frequency One Year One Year Management
4 Ratify KPMG LLP as Auditors For For Management
5 Report on Stranded Carbon Asset Risk Against Against Shareholder
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CMS ENERGY CORPORATION
Ticker: CMS Security ID: 125896100
Meeting Date: MAY 05, 2023 Meeting Type: Annual
Record Date: MAR 07, 2023
# 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 Advisory Vote on Say on Pay Frequency One Year One Year Management
4 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
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CROWN CASTLE INC.
Ticker: CCI Security ID: 22822V101
Meeting Date: MAY 17, 2023 Meeting Type: Annual
Record Date: MAR 20, 2023
# 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 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Amend Charter to Allow Exculpation of For For Management
Certain Officers
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CSX CORPORATION
Ticker: CSX Security ID: 126408103
Meeting Date: MAY 10, 2023 Meeting Type: Annual
Record Date: MAR 08, 2023
# 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 Steven T. Halverson For For Management
1d Elect Director Paul C. Hilal For For Management
1e Elect Director Joseph R. Hinrichs 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 For Management
Executive Officers' Compensation
4 Advisory Vote on Say on Pay Frequency One Year One Year Management
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DOMINION ENERGY, INC.
Ticker: D Security ID: 25746U109
Meeting Date: MAY 10, 2023 Meeting Type: Annual
Record Date: MAR 03, 2023
# 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 D. Maybank Hagood For For Management
1D Elect Director Ronald W. Jibson For For Management
1E Elect Director Mark J. Kington For For Management
1F Elect Director Kristin G. Lovejoy For For Management
1G Elect Director Joseph M. Rigby For For Management
1H Elect Director Pamela J. Royal For For Management
1I Elect Director Robert H. Spilman, Jr. For For Management
1J Elect Director Susan N. Story For For Management
1K Elect Director Michael E. Szymanczyk For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Advisory Vote on Say on Pay Frequency One Year One Year Management
4 Ratify Deloitte & Touche LLP as For For Management
Auditors
5 Amend Right to Call Special Meeting For For Management
6 Amend Advance Notice Provisions for For For Management
Director Nominations
7 Require Independent Board Chair Against For Shareholder
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DT MIDSTREAM, INC.
Ticker: DTM Security ID: 23345M107
Meeting Date: MAY 05, 2023 Meeting Type: Annual
Record Date: MAR 08, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Peter Tumminello For For Management
1.2 Elect Director Dwayne Wilson For For Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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DTE ENERGY COMPANY
Ticker: DTE Security ID: 233331107
Meeting Date: MAY 04, 2023 Meeting Type: Annual
Record Date: MAR 07, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director David A. Brandon For For Management
1.2 Elect Director Charles G. McClure, Jr. For For Management
1.3 Elect Director Gail J. McGovern For For Management
1.4 Elect Director Mark A. Murray For For Management
1.5 Elect Director Gerardo Norcia For For Management
1.6 Elect Director Robert C. Skaggs, Jr. For For Management
1.7 Elect Director David A. Thomas For For Management
1.8 Elect Director Gary H. Torgow For For Management
1.9 Elect Director James H. Vandenberghe For For Management
1.10 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 Advisory Vote on Say on Pay Frequency One Year One Year Management
5 Amend Right to Call Special Meeting For For Management
6 Reduce Ownership Threshold for Against Against Shareholder
Shareholders to Call Special Meeting
7 Report on Lobbying Payments and Policy Against For Shareholder
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EDP-ENERGIAS DE PORTUGAL SA
Ticker: EDP Security ID: X67925119
Meeting Date: APR 12, 2023 Meeting Type: Annual
Record Date: APR 03, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Approve Individual and Consolidated For For Management
Financial Statements and Statutory
Reports
1.2 Approve Remuneration Report For For Management
1.3 Approve 2030 Climate Change Commitment 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 Approve the Renewal of the For For Management
Authorization Granted to the Executive
Board of Directors to Increase the
Share Capital
7 Eliminate Preemptive Rights For For Management
8 Elect Pedro Collares Pereira de None For Shareholder
Vasconcelos as Executive Director for
2021-2023 Term
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EMERA INC.
Ticker: EMA Security ID: 290876101
Meeting Date: MAY 24, 2023 Meeting Type: Annual
Record Date: MAR 27, 2023
# 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 M. Jacqueline Sheppard For For Management
1.10 Elect Director Karen H. Sheriff 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 Stock Option Plan For For Management
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ENBRIDGE INC.
Ticker: ENB Security ID: 29250N105
Meeting Date: MAY 03, 2023 Meeting Type: Annual
Record Date: MAR 07, 2023
# 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 Stephen S. Poloz For For Management
1.9 Elect Director S. Jane Rowe For For Management
1.10 Elect Director Dan C. Tutcher For For Management
1.11 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 Re-approve Shareholder Rights Plan For For Management
5 SP 1: Report on Lobbying and Political Against Against Shareholder
Donations
6 SP 2: Disclose the Company's Scope 3 Against Against Shareholder
Emissions
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ENEL SPA
Ticker: ENEL Security ID: T3679P115
Meeting Date: MAY 10, 2023 Meeting Type: Annual
Record Date: APR 28, 2023
# 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)
6.3 Slate 3 Submitted by Covalis Capital None Against Shareholder
LLP and Covalis (Gibraltar) Ltd.
7.1 Elect Paolo Scaroni as Board Chair None For Shareholder
7.2 Elect Marco Mazzucchelli as Board Chair None Against Shareholder
8 Approve Remuneration of Directors For For Management
9 Approve Long Term Incentive Plan 2023 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
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ENTERGY CORPORATION
Ticker: ETR Security ID: 29364G103
Meeting Date: MAY 05, 2023 Meeting Type: Annual
Record Date: MAR 07, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Gina F. Adams For For Management
1b Elect Director John H. Black For For Management
1c Elect Director John R. Burbank For For Management
1d Elect Director Patrick J. Condon For For Management
1e Elect Director Kirkland H. Donald For For Management
1f Elect Director Brian W. Ellis For For Management
1g Elect Director Philip L. Frederickson For For Management
1h Elect Director M. Elise Hyland For For Management
1i Elect Director Stuart L. Levenick For For Management
1j Elect Director Blanche Lambert Lincoln For For Management
1k Elect Director Andrew S. Marsh For For Management
1l Elect Director Karen A. Puckett 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 Advisory Vote on Say on Pay Frequency One Year One Year Management
5 Amend Omnibus Stock Plan For For Management
6 Amend Certificate of Incorporation to For For Management
Allow Exculpation of Officers
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EVERSOURCE ENERGY
Ticker: ES Security ID: 30040W108
Meeting Date: MAY 03, 2023 Meeting Type: Annual
Record Date: MAR 07, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Cotton M. Cleveland For For Management
1.2 Elect Director Francis A. Doyle For For Management
1.3 Elect Director Linda Dorcena Forry For For Management
1.4 Elect Director Gregory M. Jones For For Management
1.5 Elect Director Loretta D. Keane For For Management
1.6 Elect Director John Y. Kim For For Management
1.7 Elect Director Kenneth R. Leibler For For Management
1.8 Elect Director David H. Long For For Management
1.9 Elect Director Joseph R. Nolan, Jr. For For Management
1.10 Elect Director William C. Van Faasen For For Management
1.11 Elect Director Frederica M. Williams For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Advisory Vote on Say on Pay Frequency One Year One Year Management
4 Amend Omnibus Stock Plan For For Management
5 Increase Authorized Common Stock For For Management
6 Ratify Deloitte & Touche LLP as For For Management
Auditors
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FERROVIAL SA
Ticker: FER Security ID: E49512119
Meeting Date: APR 12, 2023 Meeting Type: Annual
Record Date: APR 06, 2023
# 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 Renew Appointment of Ernst & Young as For For Management
Auditor
5.1 Reelect Ignacio Madridejos Fernandez For For Management
as Director
5.2 Reelect Philip Bowman as Director For For Management
5.3 Reelect Hanne Birgitte Breinbjerg For For Management
Sorensen as Director
5.4 Reelect Juan Hoyos Martinez de Irujo For For Management
as Director
5.5 Reelect Gonzalo Urquijo Fernandez de For For Management
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 Approve Restricted Stock Plan For For Management
10.1 Approve Cross-Border Merger between For For Management
Ferrovial SA and Ferrovial
International SE
10.2 Approve Remuneration Policy Applicable For For Management
to Ferrovial International SE
11 Advisory Vote on Remuneration Report For For Management
12 Reporting on Climate Transition Plan For For Management
13 Authorize Board to Ratify and Execute For For Management
Approved Resolutions
--------------------------------------------------------------------------------
FLUGHAFEN ZUERICH AG
Ticker: FHZN Security ID: H26552135
Meeting Date: APR 24, 2023 Meeting Type: Annual
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1 Receive Financial Statements and None None Management
Statutory Reports (Non-Voting)
2 Receive Auditor's Report (Non-Voting) None None Management
3 Accept Financial Statements and For For Management
Statutory Reports
4 Approve Remuneration Report For For Management
(Non-Binding)
5 Approve Discharge of Board of Directors For For Management
6.1 Approve Allocation of Income and For For Management
Dividends of CHF 2.40 per Share
6.2 Approve Dividends of CHF 1.10 per For For Management
Share from Capital Contribution
Reserves
7.1 Approve Remuneration of Directors in For For Management
the Amount of CHF 1.9 Million
7.2 Approve Remuneration of Executive For For Management
Committee in the Amount of CHF 6.2
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 Elect Claudia Pletscher as Director For For Management
8.2 Elect Josef Felder as Board Chair For For Management
8.3.1 Reappoint Vincent Albers as Member of For For Management
the Nomination and Compensation
Committee
8.3.2 Reappoint Guglielmo Brentel as Member For For Management
of the Nomination and Compensation
Committee
8.3.3 Appoint Josef Felder as Non-Voting For For Management
Member of the Nomination and
Compensation Committee
8.3.4 Appoint Claudia Pletscher as Member of For For Management
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
9.1 Amend Articles Re: Shares and Share For For Management
Register
9.2 Amend Articles Re: General Meetings For Against Management
9.3 Approve Virtual-Only Shareholder For For Management
Meetings
9.4 Amend Articles Re: Compensation of For For Management
Board and Senior Management
10 Transact Other Business (Voting) For Against Management
--------------------------------------------------------------------------------
IBERDROLA SA
Ticker: IBE Security ID: E6165F166
Meeting Date: APR 28, 2023 Meeting Type: Annual
Record Date: APR 21, 2023
# 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 Amend Preamble and Heading of the For For Management
Preliminary Title of the Bylaws
6 Amend Articles Re: Corporate Structure For For Management
of the Iberdola Group
7 Amend Article 8 Re: Internal For For Management
Regulations and Compliance System
8 Approve Engagement Dividend For For Management
9 Approve Allocation of Income and For For Management
Dividends
10 Approve Scrip Dividends For For Management
11 Approve Scrip Dividends For For Management
12 Approve Reduction in Share Capital via For For Management
Amortization of Treasury Shares
13 Advisory Vote on Remuneration Report For For Management
14 Approve Restricted Stock Plan For For Management
15 Reelect Maria Helena Antolin Raybaud For For Management
as Director
16 Ratify Appointment of and Elect For For Management
Armando Martinez Martinez as Director
17 Reelect Manuel Moreu Munaiz as Director For For Management
18 Reelect Sara de la Rica Goiricelaya as For For Management
Director
19 Reelect Xabier Sagredo Ormaza as For For Management
Director
20 Reelect Jose Ignacio Sanchez Galan as For For Management
Director
21 Fix Number of Directors at 14 For For Management
22 Authorize Board to Ratify and Execute For For Management
Approved Resolutions
--------------------------------------------------------------------------------
NATIONAL GRID PLC
Ticker: NG Security ID: G6S9A7120
Meeting Date: JUL 11, 2022 Meeting Type: Annual
Record Date: JUL 07, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1 Accept Financial Statements and For For Management
Statutory Reports
2 Approve Final Dividend For For Management
3 Re-elect 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 Therese Esperdy as Director For For Management
7 Re-elect Liz Hewitt as Director For For Management
8 Elect Ian Livingston as Director For For Management
9 Elect Iain Mackay as Director For For Management
10 Elect Anne Robinson 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 Elect Tony Wood as Director For For Management
14 Elect Martha Wyrsch as Director For For Management
15 Reappoint Deloitte LLP as Auditors For For Management
16 Authorise the Audit and Risk Committee For For Management
to Fix Remuneration of Auditors
17 Approve Remuneration Policy For For Management
18 Approve Remuneration Report For For Management
19 Approve Climate Transition Plan For For Management
20 Authorise UK Political Donations and For For Management
Expenditure
21 Authorise Issue of Equity For For Management
22 Approve Scrip Dividend Scheme For For Management
23 Authorise Directors to Capitalise the For For Management
Appropriate Nominal Amounts of New
Shares of the Company Allotted
Pursuant to the Company's Scrip
Dividend Scheme
24 Authorise Issue of Equity without For For Management
Pre-emptive Rights
25 Authorise Issue of Equity without For For Management
Pre-emptive Rights in Connection with
an Acquisition or Other Capital
Investment
26 Authorise Market Purchase of Ordinary For For Management
Shares
27 Authorise the Company to Call General For For Management
Meeting with Two Weeks' Notice
--------------------------------------------------------------------------------
NEXTERA ENERGY, INC.
Ticker: NEE Security ID: 65339F101
Meeting Date: MAY 18, 2023 Meeting Type: Annual
Record Date: MAR 22, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Nicole S. Arnaboldi For For Management
1b Elect Director Sherry S. Barrat For For Management
1c Elect Director James L. Camaren For For Management
1d Elect Director Kenneth B. Dunn For For Management
1e Elect Director Naren K. Gursahaney For For Management
1f Elect Director Kirk S. Hachigian For For Management
1g Elect Director John W. Ketchum For For Management
1h Elect Director Amy B. Lane For For Management
1i Elect Director David L. Porges For For Management
1j Elect Director Deborah "Dev" Stahlkopf For For Management
1k Elect Director John A. Stall For For Management
1l Elect Director Darryl L. Wilson For For Management
2 Ratify Deloitte & Touche 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
5 Disclose Board Skills and Diversity Against For Shareholder
Matrix
--------------------------------------------------------------------------------
ORSTED A/S
Ticker: ORSTED Security ID: K7653Q105
Meeting Date: MAR 07, 2023 Meeting Type: Annual
Record Date: FEB 28, 2023
# 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 13.5 Per Share
6.1 Fix Number of Directors at Eight For For Management
6.2 Reelect Thomas Thune Andersen (Chair) For For Management
as Director
6.3 Reelect Lene Skole (Vice Chair) as For For Management
Director
6.4a Reelect Jorgen Kildah as Director For For Management
6.4b Reelect Peter Korsholm as Director For For Management
6.4c Reelect Dieter Wimmer as Director For For Management
6.4d Reelect Julia King as Director For For Management
6.4e Elect Annica Bresky as New Director For For Management
6.4f Elect Andrew Brown as New Director For For Management
7 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
8 Ratify PricewaterhouseCoopers as For For Management
Auditor
9 Authorize Editorial Changes to Adopted For For Management
Resolutions in Connection with
Registration with Danish Authorities
10 Other Business None None Management
--------------------------------------------------------------------------------
PEMBINA PIPELINE CORPORATION
Ticker: PPL Security ID: 706327103
Meeting Date: MAY 05, 2023 Meeting Type: Annual
Record Date: MAR 17, 2023
# 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 Robert G. Gwin For For Management
1.6 Elect Director Maureen E. Howe For For Management
1.7 Elect Director Gordon J. Kerr For For Management
1.8 Elect Director David M.B. LeGresley For For Management
1.9 Elect Director Andy J. Mah 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 Advisory Vote on Executive For For Management
Compensation Approach
--------------------------------------------------------------------------------
PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
Ticker: PEG Security ID: 744573106
Meeting Date: APR 18, 2023 Meeting Type: Annual
Record Date: FEB 17, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Ralph A. LaRossa 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 Barry H. Ostrowsky For For Management
1.6 Elect Director Valerie A. Smith For For Management
1.7 Elect Director Scott G. Stephenson For For Management
1.8 Elect Director Laura A. Sugg For For Management
1.9 Elect Director John P. Surma 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 Advisory Vote on Say on Pay Frequency One Year One Year Management
4a Eliminate Supermajority Vote For For Management
Requirements for Certain Business
Combinations
4b Eliminate Supermajority Vote For For Management
Requirements to Remove a Director
Without Cause
4c Eliminate Supermajority Vote For For Management
Requirement to Make Certain Amendments
to By-Laws
5 Ratify Deloitte & Touche LLP as For For Management
Auditors
--------------------------------------------------------------------------------
SEMPRA ENERGY
Ticker: SRE Security ID: 816851109
Meeting Date: MAY 12, 2023 Meeting Type: Annual
Record Date: MAR 17, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Andres Conesa For For Management
1b Elect Director Pablo A. Ferrero For For Management
1c Elect Director Jeffrey W. Martin For For Management
1d Elect Director Bethany J. Mayer For For Management
1e Elect Director Michael N. Mears For For Management
1f Elect Director Jack T. Taylor For For Management
1g Elect Director Cynthia L. Walker For For Management
1h Elect Director Cynthia J. Warner For For Management
1i 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 Advisory Vote on Say on Pay Frequency One Year One Year Management
5 Increase Authorized Common Stock For For Management
6 Change Company Name to Sempra For For Management
7 Amend Articles of Incorporation For For Management
8 Require Independent Board Chair Against Against Shareholder
--------------------------------------------------------------------------------
TARGA RESOURCES CORP.
Ticker: TRGP Security ID: 87612G101
Meeting Date: MAY 23, 2023 Meeting Type: Annual
Record Date: MAR 28, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Paul W. Chung For For Management
1.2 Elect Director Charles R. Crisp For For Management
1.3 Elect Director Laura C. Fulton For For Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Advisory Vote on Say on Pay Frequency One Year One Year Management
5 Report on Efforts to Reduce Methane Against Against Shareholder
Emission Venting and Flaring in Supply
Chain
--------------------------------------------------------------------------------
TC ENERGY CORPORATION
Ticker: TRP Security ID: 87807B107
Meeting Date: MAY 02, 2023 Meeting Type: Annual
Record Date: MAR 17, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Cheryl F. Campbell For For Management
1.2 Elect Director Michael R. Culbert For For Management
1.3 Elect Director William D. Johnson For For Management
1.4 Elect Director Susan C. Jones For For Management
1.5 Elect Director John E. Lowe For For Management
1.6 Elect Director David MacNaughton For For Management
1.7 Elect Director Francois L. Poirier 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 Samarasekera For For Management
1.11 Elect Director Siim A. Vanaselja For For Management
1.12 Elect Director Thierry Vandal For For Management
1.13 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
--------------------------------------------------------------------------------
THE SOUTHERN COMPANY
Ticker: SO Security ID: 842587107
Meeting Date: MAY 24, 2023 Meeting Type: Annual
Record Date: MAR 27, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Janaki Akella For For Management
1b Elect Director Henry A. "Hal" Clark, For For Management
III
1c Elect Director Anthony F. "Tony" For For Management
Earley, Jr.
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 David E. Meador For For Management
1k Elect Director Ernest J. Moniz For For Management
1l Elect Director William G. Smith, Jr. For For Management
1m Elect Director Kristine L. Svinicki For For Management
1n Elect Director Lizanne Thomas For For Management
1o Elect Director Christopher C. Womack For For Management
1p Elect Director E. Jenner Wood, III For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Advisory Vote on Say on Pay Frequency One Year One Year Management
4 Ratify Deloitte & Touche LLP as For For Management
Auditors
5 Eliminate Supermajority Vote For For Management
Requirement
6 Adopt Simple Majority Vote Against For Shareholder
7 Adopt Scope 3 GHG Emissions Reduction Against Against Shareholder
Targets Aligned with Paris Agreement
Goal
8 Report on Feasibility of Net-Zero GHG Against Against Shareholder
Emissions
--------------------------------------------------------------------------------
THE WILLIAMS COMPANIES, INC.
Ticker: WMB Security ID: 969457100
Meeting Date: APR 25, 2023 Meeting Type: Annual
Record Date: FEB 24, 2023
# 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 Michael A. Creel For For Management
1.4 Elect Director Stacey H. Dore For For Management
1.5 Elect Director Carri A. Lockhart 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
4 Advisory Vote on Say on Pay Frequency One Year One Year Management
--------------------------------------------------------------------------------
TRANSURBAN GROUP
Ticker: TCL Security ID: Q9194A106
Meeting Date: OCT 20, 2022 Meeting Type: Annual
Record Date: OCT 18, 2022
# Proposal Mgt Rec Vote Cast Sponsor
2a Elect Marina Go as Director For For Management
2b Elect Peter Scott as Director For For Management
3 Approve Remuneration Report For For Management
4 Approve Grant of Performance Awards to For For Management
Scott Charlton
5 Approve the Spill Resolution Against Against Management
--------------------------------------------------------------------------------
UNION PACIFIC CORPORATION
Ticker: UNP Security ID: 907818108
Meeting Date: MAY 18, 2023 Meeting Type: Annual
Record Date: MAR 17, 2023
# 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
4 Advisory Vote on Say on Pay Frequency One Year One Year Management
5 Require Independent Board Chair Against Against Shareholder
6 Amend Bylaws to Require Shareholder Against Against Shareholder
Approval of Certain Provisions Related
to Director Nominations by Shareholders
7 Adopt a Paid Sick Leave Policy Against Against Shareholder
--------------------------------------------------------------------------------
VINCI SA
Ticker: DG Security ID: FR0000125486
Meeting Date: APR 13, 2023 Meeting Type: Annual/Special
Record Date: APR 11, 2023
# 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 4 per Share
4 Reelect Caroline Gregoire Sainte Marie For For Management
as Director
5 Elect Carlos Aguilar as Director For For Management
6 Elect Annette Messemer as Director For For Management
7 Elect Dominique Muller as For For Management
Representative of Employee
Shareholders to the Board
8 Elect Agnes Daney de Marcillac as For Against Management
Representative of Employee
Shareholders to the Board
9 Elect Ronald Kouwenhoven as For Against Management
Representative of Employee
Shareholders to the Board
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 Capitalization of Reserves For For Management
for Bonus Issue or Increase in Par
Value
17 Authorize Issuance of Equity or For For Management
Equity-Linked Securities with
Preemptive Rights up to Aggregate
Nominal Amount of EUR 300 Million
18 Authorize Issuance of Equity or For For Management
Equity-Linked Securities without
Preemptive Rights up to Aggregate
Nominal Amount of EUR 150 Million
19 Approve Issuance of Equity or For For Management
Equity-Linked Securities for Private
Placements, up to Aggregate Nominal
Amount of EUR 150 Million
20 Authorize Board to Increase Capital in For For Management
the Event of Additional Demand Related
to Delegation Submitted to Shareholder
Vote Under Items 17-19
21 Authorize Capital Increase of up to 10 For For Management
Percent of Issued Capital for
Contributions in Kind
22 Authorize Capital Issuances for Use in For For Management
Employee Stock Purchase Plans
23 Authorize Capital Issuances for Use in For For Management
Employee Stock Purchase Plans Reserved
for Employees of International
Subsidiaries
24 Authorize up to 1 Percent of Issued For For Management
Capital for Use in Restricted Stock
Plans Reserved for Employees With
Performance Conditions Attached
25 Authorize Filing of Required For For Management
Documents/Other Formalities
--------------------------------------------------------------------------------
XCEL ENERGY INC.
Ticker: XEL Security ID: 98389B100
Meeting Date: MAY 24, 2023 Meeting Type: Annual
Record Date: MAR 27, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Megan Burkhart For For Management
1b Elect Director Lynn Casey For For Management
1c Elect Director Bob Frenzel For For Management
1d Elect Director Netha Johnson For For Management
1e Elect Director Patricia Kampling For For Management
1f Elect Director George Kehl For For Management
1g Elect Director Richard O'Brien For For Management
1h Elect Director Charles Pardee For For Management
1i Elect Director Christopher Policinski For For Management
1j Elect Director James Prokopanko For For Management
1k Elect Director Kim Williams For For Management
1l Elect Director Daniel Yohannes For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Advisory Vote on Say on Pay Frequency One Year One Year Management
4 Ratify Deloitte & Touche LLP as For For Management
Auditors
========== 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 21, 2023