UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number: 811-22626
SALIENT MIDSTREAM & MLP FUND
(Exact name of registrant as specified in charter)
4265 SAN FELIPE, SUITE 800
HOUSTON, TEXAS 77027
(Address of principal executive offices) (Zip code)
George Zornada, Esq.
K&L Gates
State Street Financial Center
One Lincoln Street
Boston, Ma 02111
(Name and address of agent for service)
Registrant’s telephone number, including area code: (713) 993-4001
Date of fiscal year end: November 30
Date of reporting period: July 1, 2014 through June 30, 2015
Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (§§ 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant’s proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
PROXY VOTING RECORD
FOR PERIOD JULY 1, 2014 TO JUNE 30, 2015
Salient Midstream & MLP Fund
| CAPITAL PRODUCT PARTNERS L.P. | ||||||
| Security | Y11082107 | Meeting Type | Annual | |||
| Ticker Symbol | CPLP | Meeting Date | 21-Aug-2014 | |||
| ISIN | MHY110821078 | Agenda | 934061780 - Management | |||
| Item |
Proposal |
Proposed by |
Vote |
For/Against Management | ||||
| 1. | ELECTION OF ONE CLASS I DIRECTOR UNTIL THE 2017 ANNUAL MEETING: PIERRE DE DEMANDOLX-DEDONS | Management | For | For | ||||
| 2. | PROPOSAL TO APPROVE THE FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CAPITAL PRODUCT PARTNERS L.P. TO REVISE THE TARGET DISTRIBUTIONS TO HOLDERS OF INCENTIVE DISTRIBUTION RIGHTS. | Management | Against | Against | ||||
| 3. | PROPOSAL TO APPROVE AN AMENDMENT AND RESTATEMENT OF CAPITAL PRODUCT PARTNERS L.P. 2008 OMNIBUS INCENTIVE COMPENSATION PLAN AMENDED JULY 22, 2010 TO INCREASE THE MAXIMUM NUMBER OF RESTRICTED UNITS AUTHORIZED FOR ISSUANCE THEREUNDER FROM 800,000 TO 1,650,000. | Management | For | For |
Salient Midstream & MLP Fund
| GOLAR LNG PARTNERS LP | ||||||
| Security | Y2745C102 | Meeting Type | Annual | |||
| Ticker Symbol | GMLP | Meeting Date | 19-Sep-2014 | |||
| ISIN | MHY2745C1021 | Agenda | 934063758 - Management | |||
| Item |
Proposal |
Proposed by |
Vote |
For/Against Management | ||||
| 1 | TO ELECT CARL E. STEEN AS A CLASS II DIRECTOR OF THE PARTNERSHIP WHOSE TERM WILL EXPIRE AT THE 2017 ANNUAL MEETING OF LIMITED PARTNERS. | Management | For | For |
Salient Midstream & MLP Fund
| SEADRILL PARTNERS LLC | ||||||
| Security | Y7545W109 | Meeting Type | Annual | |||
| Ticker Symbol | SDLP | Meeting Date | 26-Sep-2014 | |||
| ISIN | MHY7545W1093 | Agenda | 934065788 - Management | |||
| Item |
Proposal |
Proposed by |
Vote |
For/Against Management | ||||
| 1. | TO ELECT HARALD THORSTEIN AS A CLASS I DIRECTOR OF THE COMPANY WHOSE TERM WILL EXPIRE AT THE 2017 ANNUAL MEETING OF MEMBERS. | Management | For | For |
Salient Midstream & MLP Fund
| DYNAGAS LNG PARTNERS LP | ||||||
| Security | Y2188B108 | Meeting Type | Annual | |||
| Ticker Symbol | DLNG | Meeting Date | 23-Oct-2014 | |||
| ISIN | MHY2188B1083 | Agenda | 934076337 - Management | |||
| Item |
Proposal |
Proposed by |
Vote |
For/Against Management | ||||
| 1. | DIRECTOR | Management | ||||||
| 1 EVANGELOS VLAHOULIS |
For | For | ||||||
| 2 ALEXIOS RODOPOULOS |
For | For | ||||||
| 3 LEVON DEDEGIAN |
For | For | ||||||
| 2. | TO APPROVE THE APPOINTMENT OF ERNST & YOUNG (HELLAS) CERTIFIED AUDITORS ACCOUNTANTS S.A. AS THE PARTNERSHIP’S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014 | Management | For | For | ||||
Salient Midstream & MLP Fund
| KINDER MORGAN MANAGEMENT, LLC | ||||||
| Security | 49455U100 | Meeting Type | Special | |||
| Ticker Symbol | KMR | Meeting Date | 20-Nov-2014 | |||
| ISIN | US49455U1007 | Agenda | 934091719 - Management | |||
| Item |
Proposal |
Proposed by |
Vote |
For/Against Management | ||||
| 1. | TO APPROVE THE KMR MERGER AGREEMENT. | Management | Abstain | Against | ||||
| 2. | TO APPROVE THE KMR ADJOURNMENT PROPOSAL. | Management | Abstain | Against | ||||
| 3. | TO APPROVE THE KMP MERGER AGREEMENT. | Management | Abstain | Against | ||||
| 4. | TO APPROVE THE KMP ADJOURNMENT PROPOSAL. | Management | Abstain | Against |
Salient Midstream & MLP Fund
| KINDER MORGAN, INC. | ||||||
| Security | 49456B101 | Meeting Type | Special | |||
| Ticker Symbol | KMI | Meeting Date | 20-Nov-2014 | |||
| ISIN | US49456B1017 | Agenda | 934091721 - Management | |||
| Item |
Proposal |
Proposed by |
Vote |
For/Against Management | ||||
| 1. | TO APPROVE AN AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF KMI TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF CLASS P COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF KMI FROM 2,000,000,000 TO 4,000,000,000. | Management | Abstain | Against | ||||
| 2. | TO APPROVE THE ISSUANCE OF SHARES OF KMI COMMON STOCK IN THE PROPOSED KMP, KMR AND EPB MERGERS. | Management | Abstain | Against | ||||
| 3. | TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO ADOPT THE FOREGOING PROPOSALS AT THE TIME OF THE SPECIAL MEETING. | Management | Abstain | Against |
Salient Midstream & MLP Fund
| NAVIOS MARITIME PARTNERS L.P. | ||||||
| Security | Y62267102 | Meeting Type | Annual | |||
| Ticker Symbol | NMM | Meeting Date | 21-Nov-2014 | |||
| ISIN | MHY622671029 | Agenda | 934087102 - Management | |||
| Item |
Proposal |
Proposed by |
Vote |
For/Against Management | ||||
| 1. | DIRECTOR | Management | ||||||
| 1 SERAFEIM KRIEMPARDIS |
For | For | ||||||
| 2. | PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS AS THE COMPANY’S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014. | Management | For | For | ||||
Salient Midstream & MLP Fund
| MAGELLAN MIDSTREAM PARTNERS, L.P. | ||||||
| Security | 559080106 | Meeting Type | Annual | |||
| Ticker Symbol | MMP | Meeting Date | 23-Apr-2015 | |||
| ISIN | US5590801065 | Agenda | 934133086 - Management | |||
| Item |
Proposal |
Proposed by |
Vote |
For/Against Management | ||||
| 1. | DIRECTOR | Management | ||||||
| 1 ROBERT G. CROYLE |
For | For | ||||||
| 2 STACY P. METHVIN |
For | For | ||||||
| 3 BARRY R. PEARL |
For | For | ||||||
| 2. | ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION | Management | For | For | ||||
| 3. | RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR | Management | For | For | ||||
Salient Midstream & MLP Fund
| SPECTRA ENERGY CORP | ||||||
| Security | 847560109 | Meeting Type | Annual | |||
| Ticker Symbol | SE | Meeting Date | 28-Apr-2015 | |||
| ISIN | US8475601097 | Agenda | 934141095 - Management | |||
| Item |
Proposal |
Proposed by |
Vote |
For/Against Management | ||||
| 1A. | ELECTION OF DIRECTOR: GREGORY L. EBEL | Management | For | For | ||||
| 1B. | ELECTION OF DIRECTOR: F. ANTHONY COMPER | Management | For | For | ||||
| 1C. | ELECTION OF DIRECTOR: AUSTIN A. ADAMS | Management | For | For | ||||
| 1D. | ELECTION OF DIRECTOR: JOSEPH ALVARADO | Management | For | For | ||||
| 1E. | ELECTION OF DIRECTOR: PAMELA L. CARTER | Management | For | For | ||||
| 1F. | ELECTION OF DIRECTOR: CLARENCE P. CAZALOT JR | Management | For | For | ||||
| 1G. | ELECTION OF DIRECTOR: PETER B. HAMILTON | Management | For | For | ||||
| 1H. | ELECTION OF DIRECTOR: MIRANDA C. HUBBS | Management | For | For | ||||
| 1I. | ELECTION OF DIRECTOR: MICHAEL MCSHANE | Management | For | For | ||||
| 1J. | ELECTION OF DIRECTOR: MICHAEL G. MORRIS | Management | For | For | ||||
| 1K. | ELECTION OF DIRECTOR: MICHAEL E.J. PHELPS | Management | For | For | ||||
| 2. | RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS SPECTRA ENERGY CORP’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. | Management | For | For | ||||
| 3. | AN ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION. | Management | For | For | ||||
| 4. | SHAREHOLDER PROPOSAL CONCERNING DISCLOSURE OF POLITICAL CONTRIBUTIONS. | Shareholder | Against | For | ||||
| 5. | SHAREHOLDER PROPOSAL CONCERNING DISCLOSURE OF LOBBYING ACTIVITIES. | Shareholder | Against | For | ||||
Salient Midstream & MLP Fund
| NRG YIELD, INC. | ||||||
| Security | 62942X108 | Meeting Type | Annual | |||
| Ticker Symbol | NYLD | Meeting Date | 05-May-2015 | |||
| ISIN | US62942X1081 | Agenda | 934150107 - Management | |||
| Item |
Proposal |
Proposed by |
Vote |
For/Against Management | ||||
| 1. | DIRECTOR | Management | ||||||
| 1 DAVID CRANE |
Withheld | Against | ||||||
| 2 JOHN F. CHLEBOWSKI |
For | For | ||||||
| 3 KIRKLAND B. ANDREWS |
Withheld | Against | ||||||
| 4 BRIAN R. FORD |
For | For | ||||||
| 5 MAURICIO GUTIERREZ |
Withheld | Against | ||||||
| 6 FERRELL P. MCCLEAN |
For | For | ||||||
| 7 CHRISTOPHER S. SOTOS |
Withheld | Against | ||||||
| 2A. | TO APPROVE THE ADOPTION OF AMENDMENTS TO THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ESTABLISH THE CLASS C COMMON STOCK AND CLASS D COMMON STOCK. | Management | For | For | ||||
| 2B. | TO APPROVE THE ADOPTION OF AMENDMENTS TO THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECTUATE THE STOCK SPLIT. | Management | For | For | ||||
| 3. | TO APPROVE THE AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLAN. | Management | For | For | ||||
| 4. | TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. | Management | For | For | ||||
Salient Midstream & MLP Fund
| KINDER MORGAN, INC. | ||||||
| Security | 49456B101 | Meeting Type | Annual | |||
| Ticker Symbol | KMI | Meeting Date | 07-May-2015 | |||
| ISIN | US49456B1017 | Agenda | 934149813 - Management | |||
| Item |
Proposal |
Proposed by |
Vote |
For/Against Management | ||||
| 1. | DIRECTOR | Management | ||||||
| 1 RICHARD D. KINDER |
For | For | ||||||
| 2 STEVEN J. KEAN |
For | For | ||||||
| 3 TED A. GARDNER |
For | For | ||||||
| 4 ANTHONY W. HALL, JR. |
For | For | ||||||
| 5 GARY L. HULTQUIST |
For | For | ||||||
| 6 RONALD L. KUEHN, JR. |
For | For | ||||||
| 7 DEBORAH A. MACDONALD |
For | For | ||||||
| 8 MICHAEL J. MILLER |
For | For | ||||||
| 9 MICHAEL C. MORGAN |
For | For | ||||||
| 10 ARTHUR C. REICHSTETTER |
For | For | ||||||
| 11 FAYEZ SAROFIM |
For | For | ||||||
| 12 C. PARK SHAPER |
For | For | ||||||
| 13 WILLIAM A. SMITH |
For | For | ||||||
| 14 JOEL V. STAFF |
For | For | ||||||
| 15 ROBERT F. VAGT |
For | For | ||||||
| 16 PERRY M. WAUGHTAL |
For | For | ||||||
| 2. | APPROVAL OF THE KINDER MORGAN, INC. 2015 AMENDED AND RESTATED STOCK INCENTIVE PLAN. | Management | For | For | ||||
| 3. | APPROVAL OF THE AMENDED AND RESTATED ANNUAL INCENTIVE PLAN OF KINDER MORGAN, INC. | Management | For | For | ||||
| 4. | ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. | Management | For | For | ||||
| 5. | RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. | Management | For | For | ||||
| 6. | APPROVAL OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KINDER MORGAN, INC. | Management | For | For | ||||
| 7. | STOCKHOLDER PROPOSAL RELATING TO A REPORT ON OUR COMPANY’S RESPONSE TO CLIMATE CHANGE. | Shareholder | Against | For | ||||
| 8. | STOCKHOLDER PROPOSAL RELATING TO A REPORT ON METHANE EMISSIONS. | Shareholder | Against | For | ||||
| 9. | STOCKHOLDER PROPOSAL RELATING TO AN ANNUAL SUSTAINABILITY REPORT. | Shareholder | For | Against | ||||
Salient Midstream & MLP Fund
| BUCKEYE PARTNERS, L.P. | ||||||
| Security | 118230101 | Meeting Type | Annual | |||
| Ticker Symbol | BPL | Meeting Date | 02-Jun-2015 | |||
| ISIN | US1182301010 | Agenda | 934192333 - Management | |||
| Item |
Proposal |
Proposed by |
Vote |
For/Against Management | ||||
| 1. | DIRECTOR | Management | ||||||
| 1 PIETER BAKKER |
For | For | ||||||
| 2 BARBARA M. BAUMANN |
For | For | ||||||
| 3 MARK C. MCKINLEY |
For | For | ||||||
| 4 DONALD W. NIEMIEC |
For | For | ||||||
| 2. | THE RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS BUCKEYE PARTNERS, L.P.’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. | Management | For | For | ||||
Salient Midstream & MLP Fund
| MARKWEST ENERGY PARTNERS LP | ||||||
| Security | 570759100 | Meeting Type | Annual | |||
| Ticker Symbol | MWE | Meeting Date | 03-Jun-2015 | |||
| ISIN | US5707591005 | Agenda | 934199274 - Management | |||
| Item |
Proposal |
Proposed by |
Vote |
For/Against Management | ||||
| 1. | DIRECTOR | Management | ||||||
| 1 FRANK M. SEMPLE |
For | For | ||||||
| 2 DONALD D. WOLF |
For | For | ||||||
| 3 MICHAEL L. BEATTY |
For | For | ||||||
| 4 WILLIAM A BRUCKMANN III |
For | For | ||||||
| 5 DONALD C. HEPPERMANN |
For | For | ||||||
| 6 RANDALL J. LARSON |
For | For | ||||||
| 7 ANNE E. FOX MOUNSEY |
For | For | ||||||
| 8 WILLIAM P. NICOLETTI |
For | For | ||||||
| 2. | RATIFICATION OF DELOITTE & TOUCHE LLP AS THE PARTNERSHIP’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. | Management | For | For | ||||
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Registrant: | Salient Midstream & MLP Fund |
| By: | /s/ Greg A. Reid | |
| Greg A. Reid | ||
| President and Chief Executive Officer | ||
| Date: | August 13, 2015 | |