cushing-tr_npx.htm

 
 


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 811-22072


The Cushing MLP Total Return Fund
(Exact name of registrant as specified in charter)


8117 Preston Road, Suite 440
Dallas, TX 75225
(Address of principal executive offices) (Zip code)


Jerry V. Swank
8117 Preston Road, Suite 440
Dallas, TX 75225
(Name and address of agent for service)


Registrant's telephone number, including area code: 214-692-6334


Date of fiscal year end: November 30


Date of reporting period: June 30, 2011
 
 
 
 

 

Item 1. Proxy Voting Record.

Company Name
Meeting Date
CUSIP
Ticker
Breitburn Energy Partners, L.P.
7/29/2010
106776107
BBEP
       
Vote
MRV
Proposal
Proposed by Issuer or Security Holder
   
1.  Election of Class I Directors
Issuer
For
For
John R. Butler, Jr.
 
For
For
Gregory J. Moroney
 
       
   
2.  Election of Class II Directors
 
For
For
Walker C. Friedman
 
For
For
Charles S. Weiss
 
       
For
For
3. Ratification of the appointment of PricewaterhouseCoopers LLP as the independent public accounting firm for the fiscal year ending December 31, 2010.
 
       
       
Company Name
Meeting Date
CUSIP
Ticker
Breitburn Energy Partners, L.P.
6/23/2011
106776107
BBEP
       
Vote
MRV
Proposal
Proposed by Issuer or
Security Holder
   
1. Election of Directors
Issuer
For
For
David B. Kilpatrick
 
For
For
W. Yandell Rogers
 
       
For
For
2. Advisory vote on Executive Compensation (say-on-pay)
 
       
Three Years
Three Years
3. Advisory vote on the frequency of advisory votes on executive compensation (say-on-pay)
 
       
For
For
4. Approval of the First Amendment to the First Amended and Restated Breitburn Energy Partners L.P. 2006 Long-Term Incentive Plan
 
       
For
For
5. Ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm
 
       
       
Company Name
Meeting Date
CUSIP
Ticker
Buckeye Partners, LP
6/7/2011
118230101
BPL
       
Vote
MRV
Proposal
Proposed by Issuer or
Security Holder
   
1. Election of Directors
Issuer
For
For
Forrest E. Wylie
 
For
For
Joseph A. Lasala, Jr
 
For
For
Martin A. White
 
       
For
For
2. Ratification of selection of Deloitte & Touche LLP
 
       
For
For
3. Advisory Resolution on Executive Compensation (say-on-pay)
 
       
Three Years
Three Years
4. Advisory Vote on the Frequency of Future Advisory votes on Executive Compensation (say-on-pay)
 
       
       
Company Name
Meeting Date
CUSIP
Ticker
El Paso Corporation
5/17/2011
28336L-109
EP
       
Vote
MRV
Proposal
Proposed by Issuer or
Security Holder
 
 
1. Election of Directors
Issuer
For
For
Juan Carlos Braniff
 
For
For
David W. Crane
 
For
For
Douglas L. Foshee
 
For
For
Robert W. Goldman
 
For
For
Anthony W. Hall, Jr
 
For
For
Thomas R. Hix
 
For
For
Ferrell P. McClean
 
For
For
Timothy J. Probert
 
For
For
Steven J. Shapiro
 
For
For
J. Michael Talbert
 
For
For
Robert F. Vagt
 
For
For
John L. Whitmire
 
       
For
For
2. Approval of the advisory vote on Executive Compensation
 
1 Year
1 Year
3. Approval of the advisory vote on the frequency of the advisory vote on Executive Compensation
 
For
For
4. Ratification of the Appointment of Ernst & Young, LLP as independent registered public accounting firm for the fiscal year ending December 31, 2011.
 
       
       
Company Name
Meeting Date
CUSIP
Ticker
The Empire District Electric Company
4/28/2011
291641108
EDE
       
Vote
MRV
Proposal
Proposed by Issuer or
Security Holder
   
1. Election of Directors
Issuer
For
For
Kenneth R. Allen
 
For
For
Bradley P. Beecher
 
For
For
William L. Gipson
 
For
For
Thomas M. Ohlmacher
 
For
For
2. To ratify the appointment of PricewaterhouseCoopers, LLP as Empire’s Independent registered public accounting firm for the fiscal year ending December 31, 2011.
 
       
For
For
3. To vote upon a non-binding advisory proposal to give the compensation of named executive officers as disclosed in the proxy statement.
 
       
3 Years
3 Years
4. To vote upon a non-binding advisory proposal on whether the non-binding advisory vote on executive compensation should occur every one, two or three years.
 
       
       
Company Name
Meeting Date
CUSIP
Ticker
Legacy Reserves
5/11/2011
524707304
LGCY
       
Vote
MRV
Proposal
Proposed by Issuer or
Security Holder
   
1. Election of Directors
Issuer
For
For
Cary D. Brown
 
For
For
Kyle A. McGraw
 
For
For
Dale A. Brown
 
For
For
G. Larry Lawrence
 
For
For
William D. Sullivan
 
For
For
William R. Granberry
 
For
For
Kyle D. Vann
 
For
For
2. Advisory resolution approving executive compensation
 
       
3 Yrs
3 Yrs
3. Advisory vote of frequency of advisory votes on executive compensation
 
For
For
4. Ratification of the appointment of BDO USA, LLP as independent registered public accounting firm for the fiscal year ending December 31, 2011
 
       
       
Company Name
Meeting Date
CUSIP
Ticker
Linn Energy, LLC
4/26/2011
536020100
LINE
       
Vote
MRV
Proposal
Proposed by Issuer or
Security Holder
   
1. Election of Directors
Issuer
For
For
Michael C. Linn
 
For
For
Mark E. Ellis
 
For
For
George A. Alcorn
 
For
For
Terrence S. Jacobs
 
For
For
Jeffrey C. Swoveland
 
For
For
Joseph P. McCoy
 
       
For
For
2. Ratification of appointment of KPMG LLP as independent auditors for the fiscal year ending December 31, 2011
 
       
For
For
3. To approve, by non-binding vote, executive compensation
 
 
 
   
3 Years
3 Years
4. To recommend, by non-binding vote, the frequency of executive compensation votes
 
       
       
Company Name
Meeting Date
CUSIP
Ticker
Magellan Midstream Partners, LP
4/27/2011
559080106
MMP
       
Vote
MRV
Proposal
Proposed by Issuer or
Security Holder
 
For
1. Election of Directors
Issuer
For
 
James C. Kempner
 
For
 
Michael N. Mears
 
For
 
James R. Montague
 
       
For
For
2. Proposal to Amend Long-term Incentive Plan
 
       
For
For
3. Advisory Vote on executive compensation
 
       
3 Yrs
3 Yrs
4. Advisory vote on frequency of vote on executive compensation
 
       
       
Company Name
Meeting Date
CUSIP
Ticker
Markwest Energy Partners, LP
6/1/2011
570759100
MWE
       
Vote
MRV
Proposal
Proposed by Issuer or
Security Holder
   
1. Election of Directors
Issuer
For
For
Frank M. Semple
 
For
For
Donald D. Wolf
 
For
For
Keith E. Bailey
 
For
For
Michael L. Beatty
 
For
For
Charles K. Dempster
 
For
For
Donald C. Heppermann
 
For
For
William A. Kellstrom
 
For
For
Anne E. Fox Mounsey
 
For
For
William P. Niccoletti
 
For
For
2. To approve, on an advisory basis, the compensation of the Partnership’s named executive officers.
 
       
3 Years
3 Years
3. To recommend, on an advisory basis, the frequency of the advisory vote on the compensation of the Partnership’s named executive officers.
 
       
For
For
4. Ratification of Deloitte & Touche LLP, as the Partnership’s independent registered public accountants for the fiscal year ending December 31, 2011.
 
       
       
Company Name
Meeting Date
CUSIP
Ticker
Nustar GP Holdings, LLC
4/27/2011
67059L-102
NSH
       
Vote
MRV
Proposal
Proposed by Issuer or
Security Holder
 
 
1. Election of Directors
Issuer
For
For
Curtis V. Anastasio
 
For
For
William B. Burnett
 
       
For
For
2. Ratify the appointment of KPMG LLP as Nustar Holdings, LLC Independent Registered Accounting  firm for 2011
 
For
     
 
For
3. To approve, by non-binding vote, executive compensation.
 
For
     
3 Years
3 Years
4. To recommend, by non-binding vote, the frequency of future advisory votes on executive compensation.
 
       
       
Company Name
Meeting Date
CUSIP
Ticker
ONEOK, Inc
5/25/2011
682680103
OKE
       
Vote
MRV
Proposal
Proposed by Issuer or
Security Holder
   
1. Election of Directors
Issuer
For
For
James C. Day
 
For
For
Julie H. Edwards
 
For
For
William L. Ford
 
For
For
John W. Gibson
 
For
For
Bert H. Mackie
 
For
For
Jim W. Mogg
 
For
For
Pattye L. Moore
 
For
For
Gary D. Parker
 
For
For
Eduardo A. Rodriguez
 
For
For
Gerald B. Smith
 
For
For
David J. Tippeconnic
 
       
For
For
2. Ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending Dec 31, 2011.
 
       
For
For
3. Advisory vote on executive compensation.
 
       
1 Year
1 Year
4. Advisory vote on the frequency of holding the advisory vote on executive compensation
 
       
       
Company Name
Meeting Date
CUSIP
Ticker
Penn Virginia GP Holdings, LP
2/16/2011
70788P105
PVG
       
Vote
MRV
Proposal
Proposed by Issuer or
Security Holder
Against
For
1. To consider and vote upon the approval and adoption of (A) the agreement and plan of merger by and among Penn Virginia Resource Partners, LP, Penn Virginia Resource GP, LLC, PVR Radnor, LLC, Penn Virginia GP Holdings, LP and PVG GP, LLC, the general partner of Holdings, (B) the merger, and (C) the transactions contemplated thereby.
Issuer
       
Against
For
2. To consider and vote upon any proposal that may be presented to adjourn the holdings special meeting to a later date, if necessary, to solicit additional proxies in the event that there are insufficient votes in favor of the foregoing proposal.
 
       
       
Company Name
Meeting Date
CUSIP
Ticker
Penn Virginia Resource Partners, LP
6/22/2011
707884102
PVR
       
Vote
MRV
Proposal
Proposed by Issuer or
Security Holder
   
1. Election of Directors
Issuer
For
For
Edward B. Cloues, II
 
For
For
James L. Gardner
 
For
For
Robert J. Hall
 
For
For
Thomas W. Hofmann
 
For
For
James R. Montague
 
For
For
Marsha R. Perelman
 
For
For
William H. Shea, Jr.
 
For
For
John C. Van Roden, Jr.
 
For
For
Jonathan B. Weller
 
       
For
For
2. To approve, by advisory (non-binding) vote, executive compensation.
 
       
1 Year
1 Year
3. To recommend, by advisor (non-binding) vote, the frequency of future advisory votes on executive compensation.
 
       
       
Company Name
Meeting Date
CUSIP
Ticker
Targa Resources Corporation
5/25/2011
87612G101
NGLS
       
Vote
MRV
Proposal
Proposed by Issuer or
Security Holder
   
1. Election of Directors
Issuer
For
For
Charles R. Crisp
 
For
For
James W. Whalen
 
       
For For
2. Ratification of Selection of independent auditors
 
       
For
For
3. Advisory vote on executive compensation
 
       
3 Years
3 Years
4. Advisory vote on the frequency of the advisory vote on executive compensation.
 
       
       
Company Name
Meeting Date
CUSIP
Ticker
Vanguard Natural Resources
6/9/2011
92205F106
VNR
       
Vote
MRV
Proposal
Proposed by Issuer or
Security Holder
   
1. Election of Directors
Issuer
For
For
W. Richard Anderson
 
For
For
Loren Singletary
 
For
For
Bruce W. McCullough
 
For
For
John R. McGoldrick
 
For
For
Scott W. Smith
 
       
For
For
2. To approve a non-binding vote on executive compensation.
 
       
3 Years
3 Years
3. To approve a non-binding vote on the frequency of holding the non-binding advisory vote on executive compensation.
 
       
For
For
4. To ratify the appointment of BDO Seidman, LLP as independent registered public accounting firm for 2011.
 
       
       
Company Name
Meeting Date
CUSIP
Ticker
The Williams Companies, Inc
5/19/2011
969457100
WMB
       
Vote
MRV
Proposal
Proposed by Issuer or
Security Holder
   
1. Election of Directors
Issuer
For
For
Alan S. Armstrong
 
For
For
Joseph R. Cleveland
 
For
For
Juanita H. Hinshaw
 
For
For
Frank T. MacInnis
 
For
For
Janice D. Stoney
 
For
For
Laura A. Sugg
 
For
For
2. Ratification of Ernst & Young, LLP as auditors for 2011
 
       
For
For
3. Advisory vote on executive compensation
 
       
1 Year
1 Year
4. Advisory vote on the frequency of future advisory votes on executive compensation
 
       
       
Company Name
Meeting Date
CUSIP
Ticker
XCEL Energy, Inc
5/18/2011
98389B100
XEL
       
Vote
MRV
Proposal
Proposed by Issuer or
Security Holder
 
 
1. Election of Directors
Issuer
For
For
Fredric W. Corrigan
 
For
For
Richard K. Davis
 
For
For
Benjamin G.S. Fowke III
 
For
For
Richard C. Kelly
 
For
For
Albert F. Moreno
 
For
For
Christopher J. Policinski
 
For
For
A. Patricia Sampson
 
For
For
James J. Sheppard
 
For
For
David A. Westerlund
 
For
For
Kim Williams
 
For
For
Timothy V. Wolf
 
For
For
2. Company proposal to approve and amendment to increase the number of shares under the Xcel Energy Inc. Non-employee Directors' Stock Equivalent Plan, as amended and restated.
 
       
For
For
3. Company proposal to approve and amend to Restated Articles of Incorporation to eliminate cumulative voting in the election of directors
 
       
For
For
4. Company proposal to approve other amendments to, and the restatement of, Restated Articles of Incorporation.
 
       
1 Year
1 Year
5. Company proposal to hold an advisory vote on the frequency of the advisory vote on executive compensation.
 
       
For
For
6. Company proposal to hold an advisory vote on executive compensation.
 
       
For
For
7. Company proposal to ratify the appointment of Deloitte & Touche LLP as Xcel Energy Inc.'s independent registered public accounting firm for 2011.
 
       
 
 
 
 

 
 
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) The Cushing MLP Total Return Fund                                  


By (Signature and Title) /s/ Jerry V. Swank                                               
Jerry V. Swank
Chief Executive Officer and President


Date        August 19, 2011