Edgar Filing: KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC.

kmf_npx-0613.htm

OMB APPROVAL

OMB Number: 3235-0582

Expires: January 31, 2015

Estimated average burden hours per response 7.2

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 811-22467

Kayne Anderson Midstream/Energy Fund, Inc.

(Exact name of registrant as specified in charter)

811 Main Street, 14th Floor Houston, Texas	77002
(Address of principal executive offices)	(Zip code)

David J. Shladovsky, Esq.

KA Fund Advisors, LLC

811 Main Street, 14th Floor

Houston, Texas 77002

(Name and address of agent for service)

Registrant's telephone number, including area code: (310) 284-6438

Date of fiscal year end: November 30

Date of reporting period: July 1, 2013 - June 30, 2014

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 (ss.ss. 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. ss. 3507.

ITEM 1. PROXY VOTING RECORD.

Disclose the following information for each matter relating to a portfolio security considered at any shareholder meeting held during the period covered by the report and with respect to which the registrant was entitled to vote:

(a)

The name of the issuer of the portfolio security;

(b)

The exchange ticker symbol of the portfolio security;

(c)

The Council on Uniform Securities Identification Procedures ("CUSIP") number for the portfolio security;

(d)

The shareholder meeting date;

(e)

A brief identification of the matter voted on;

(f)

Whether the matter was proposed by the issuer or by a security holder;

(g)

Whether the registrant cast its vote on the matter;

(h)

How the registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and

(i)

Whether the registrant cast its vote for or against management.

SIGNATURES

[See General Instruction F]

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) Kayne Anderson Midstream/Energy Fund, Inc.

By (Signature and Title)*		/s/ Kevin S. McCarthy
		Kevin S. McCarthy,
Date	August 15, 2014	Chairman of the Board of Directors, President and Chief Executive Officer

* Print the name and title of each signing officer under his or her signature.

Item 1 – Proxy Voting Record

Kayne Anderson Midstream/Energy Fund, Inc.

7/1/2013 - 6/30/2014

Issuer

Symbol

CUSIP

Meeting

Date

Matter:

Proposed by (I)ssuer or(S)hrhldr

Vote Cast?

How Voted

For/Againist Mgmt

CAPITAL PRODUCT PARTNERS L.P.

CPLP

Y11082107

7/22/2013

ELECT:

Keith Forman

YES

FOR

E.G. Bairactaris

YES

FOR

SEADRILL LIMITED

SDRL

G7945E105

9/20/2013

TO RE-ELECT AS A DIRECTOR OF THE COMPANY:

John Fredriksen

YES

FOR

Tor Olav Troim

YES

FOR

Kate Blankenship

YES

FOR

Kathrine Fredriksen

YES

FOR

Carl Erik Steen

YES

FOR

Bert Bekker

YES

FOR

Paul Leand, Jr.

YES

FOR

TO AMEND:

YES

FOR

The Company's By-Laws Nos. 57 (A), 89, 93 (B), 103, 104, 105, 106 (A), 110, and 111

TO APPOINT:

YES

FOR

PricewaterhouseCoopers LLP, as auditor and to authorize the directors to determine their remuneration.

TO APPROVE:

YES

FOR

The remuneration of the Company's Board of Directors of a total amount of fees not to exceed US$1,500,000 for the year ended December 31, 2013.

CRESTWOOD MIDSTREAM PARTNERS L.P.

CMLP

226372100

10/4/2013

APPROVE:

YES

FOR

Agreement & plan of merger, by & among Crestwood Midstream Partners LP ("Crestwood"), Crestwood Gas Services GP LLC, the General Partner of Crestwood, Crestwood Holdings LLC, the parent company of CMLP GP, Inergy Midstream, L.P., NRGM GP, LLC, The General Partner of Inergy Midstream, Inergy L.P., the indirect parent company of NRGM GP, LLC, & Intrepid Merger Sub, LLC.

APPROVE:

YES

FOR

The adjournment of the special meeting, if necessary or appropriate to solicit additional proxies, if there are not sufficient votes to approve the merger agreement at the time of the special meeting.

APPROVE:

YES

FOR

On an advisory (non-binding basis), the compensation payments that will or may be paid by Crestwood to its named executive officers in connection with the merger.

ENTERPRISE PRODUCTS PARTNERS L.P.

EPD

293792107

9/30/2013

APPROVE:

YES

FOR

The amendment and restatement of the 2008 Enterprise Products long-term incentive plan.

APPROVE:

YES

FOR

The amendment and restatement of the EPD unit purchase plan.

PLAINS ALL AMERICAN PIPELINE, L.P.

PAA

726503105

11/19/2013

APPROVE:

YES

FOR

The Plains All American 2013 Long-term incentive plan.

APPROVE:

YES

FOR

The adjournment of the special meeting to a later date or dates, if deemed necessary or appropriate by the general partner, to solicit additional proxies.

NAVIOS MARITIME PARTNERS L.P.

NMM

Y62267102

12/4/2013

TO ELECT:

YES

FOR

Dimitris P. Gkouras as Director

RATIFY:

YES

FOR

The appointment of PricewaterhouseCoopers as the company's independent public accountants for the fiscal year ending December 31, 2013.

SEASPAN CORPORATION

SSW

Y75638208

1/28/2014

APPROVE:

YES

FOR

Adoption of an amendment to Seaspan Corporation's amended and restated articles of incorporation to increase the number of authorized preferred shares from 65,000,000 to 150,000,000, with a corresponding increase in the number of authorized shares of capital stock from 290,000,100 to 375,000,100.

APPROVE:

YES

FOR

Adoption of an amendment to Seaspan Corporation's amended and restated articles of incorporation to declassify the Board of Directors of Seaspan corporation and provide for the annual election of the members of the Board of Directors.

PVR PARTNERS, L.P.

PVR

693665101

3/20/2014

TO CONSIDER AND VOTE:

YES

FOR

On a proposal to adopt the agreement and plan of merger, dated as of October 9, 2013 (as it may be amended from time to time), which is referred to as the merger agreement, by and among PVR, PVR GP, LLC, the General partner of PVR, Regency Energy partners LP, and Regency GP LP, the General Partner of Regency, and the transactions contemplated thereby,

TO CONSIDER AND VOTE:

YES

FOR

On a proposal to approve the adjournment of the PVR special meeting, if necessary, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement at the time of the special meeting.

TO CONSIDER AND VOTE:

YES

FOR

On a proposal to approve, on an advisory (non-binding) basis, the related compensation payments that will or may be paid by PVR to its named executive officers in connection with the merger.

SPECTRA ENERGY CORP.

847560109

4/15/2014

TO ELECT AS DIRECTOR:

YES

FOR

Gregory L. Ebel

Austin. A. Adams

Joseph Alvarado

Pamela L. Carter

Clarence P. Cazelot, Jr.

F. Anthony Comper

Peter B. Hamilton

Michael McShane

Michael G. Morris

Michael EJ Phelps

RATIFICATION:

YES

FOR

Of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2014.

ADVISORY RESOLUTION:

YES

FOR

To approve executive compensation.

SHAREHOLDER PROPOSAL:

YES

AGAINST

FOR

Concerning disclosure of political contributions.

SHAREHOLDER PROPOSAL:

YES

AGAINST

FOR

Concerning methane emissions target.

CENTERPOINT ENERGY, INC.

CNP

15189T107

4/24/2014

TO ELECT AS DIRECTOR:

YES

FOR

Milton Carroll

Michael P. Johnson

Janiece M. Longoria

Scott J. McLean

Scott M. Prochazka

Susan O. Rheney

Philip R. Smith

R.A. Walker

Peter S. Wareing

RATIFICATION:

YES

FOR

Of the appointment of Deloitte & Touche LLP as Independent auditors for 2014.

APPROVE:

YES

FOR

Advisory resolution on executive compensation.

MARATHON PETROLEUM CORPORATION

MPC

56585A102

4/30/2014

TO ELECT AS DIRECTOR:

YES

FOR

Steven A. Davis

Gary R. Heminger

John W. Snow

John P. Surma

RATIFICATION:

YES

FOR

Of the selection of PricewaterhouseCoopers LLP as the company's independent auditor for 2014.

ADVISORY APPROVAL:

YES

FOR

Of the company's 2014 named executive officer compensation.

SHAREHOLDER PROPOSAL:

YES

AGAINST

FOR

Seeking the adoption of quantitative greenhouse gas emission reduction goals and associated reports.

SHAREHOLDER PROPOSAL:

YES

AGAINST

FOR

Seeking a report on corporate lobbying expenditures, policies and procedures.

TRANSCANADA CORPORATION

TRP

89353D107

5/2/2014

TO ELECT AS DIRECTOR:

YES

FOR

Kevin E. Benson

Derek H. Burney

Paule Gauthier

Russell K. Girling

S. Barry Jackson

Paula Rosput Reynolds

John Richels

Mary Pat Salomone

D. Michael G. Stewart

Siim A. Vanaselja

Richard E. Waugh

RESOLUTION:

YES

FOR

To appoint KPMG LLP, chartered accountants as auditors and authorize the Directors to fix their remuneration.

RESOLUTION:

YES

FOR

To accept Transcanada Corporation's approach to executive compensation, as described in the management information circular.

ENBRIDGE INC.

ENB

29250N105

5/7/2014

TO ELECT AS DIRECTOR:

YES

FOR

David A Arledge

James J. Blanchard

J. Lorne Braithwaite

J. Herb England

Charles W. Fischer

V.M. Kempston Darkes

David A. Leslie

Al Monaco

George K. Petty

Charles E. Schultz

Dan C. Tutcher

Catherine L. Williams

APPOINT:

YES

FOR

PricewaterhouseCoopers LLP as auditors.

INCREASE:

YES

FOR

The number of shares reserved under our stock option plans.

AMEND, CONTINUE AND APPROVE:

YES

FOR

The shareholder rights plan.

VOTE:

YES

FOR

On the approach to executive compensation.

ALTAGAS LTD.

ALA

021361100

5/1/2014

TO ELECT AS DIRECTOR:

YES

FOR

Catherine M. Best

David W. Cornhill

Allan L. Edgeworth

Hugh A. Fergusson

Daryl H. Gilbert

Robert B. Hodgins

Myron F. Kanik

David F. Mackie

M. Neil McCrank

TO APPOINT:

YES

FOR

Ernst & Young LLP as auditors of the company and authorize the Directors of the Company to fix Ernst & Young LLP's remuneration in that capacity.

TO VOTE, IN AN ADVISORY, NON-BINDING CAPACITY:

YES

FOR

On a resolution to accept the Company's approach to executive compensation.

BONAVISTA ENERGY CORPORATION

BNP

09784Y108

5/1/2014

TO ELECT AS DIRECTOR:

YES

FOR

Keith A. MacPhail

Ian S. Brown

Michael M. Kanovsky

Sue Lee

Margaret A. McKenzie

Ronald J. Poelzer

Christopher P. Slubicki

Jason E. Skehar

APPOINT:

YES

FOR

KPMG LLP, chartered accountants, as our auditors and to authorize the directors to fix their remuneration as such.

KEYERA CORP.

KEY

493271100

5/6/2014

TO APPOINT:

YES

FOR

Deloitte & Touche LLP as auditors of Keyera for a term expiring at the close of the next annual meeting of shareholders.

TO ELECT AS DIRECTOR:

YES

FOR

James V. bertram

Robert B. Catell

Douglas J. Haughey

Nancy M. Laird

Donald J. Nelson

H. Neil Nichols

Michael J. Norris

Thomas O'Connor

William R. Stedman

TO RATIFY, CONFIRM AND APPROVE:

YES

FOR

The renewal of the shareholder rights plan, all as more particularly described in the circular under the heading "Matters To be Acted Upon At The Meeting".

ADVISORY VOTE:

YES

FOR

With respect to Keyera's approach to executive compensation, which advisory resolution shall not diminish the roles and responsibilities of the Board of Directors.

GIBSON ENERGY INC.

GEI

374825206

5/7/2014

TO ELECT AS DIRECTOR:

YES

FOR

James M. Estey

James J. Cleary

Donald R. Ingram

Marshall L. McRae

Mary Ellen Peters

Clayton H. Woitas

A. Stewart Hanlon

TO PASS A RESOLUTION:

YES

FOR

Appointing PricewaterhouseCoopers LLP as our auditors, to serve as our auditors until the next annual meeting of sharehodlers and authorizing the Directors to fix their remuneration.

NRG YIELD, INC.

NYLD

62942X108

5/6/2014

TO ELECT AS DIRECTOR:

YES

FOR

David Crane

John F. Chlebowski

Kirkland B. Andrews

Brian R. Ford

Mauricio Gutierrez

Ferrell P. McClean

Christopher S. Sotos

TO RATIFY:

YES

FOR

The appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2014.

PHILLIPS 66

PSX

718546104

5/7/2014

TO ELECT AS DIRECTOR:

YES

FOR

William R. Loomis, Jr.

Glenn F. Tilton

Marna C. Whittington

RATIFY:

YES

FOR

The appointment of Ernst & Young LLP as independent registered public accounting firm for 2014.

ADVISORY, NON-BINDING VOTE:

YES

FOR

On the approval of executive compensation.

VOTE:

YES

AGAINST

FOR

Greenhouse gas reduction goals.

CRESCENT POINT ENERGY CORP.

CPG

22576C101

5/9/2014

TO FIX:

YES

FOR

The number of Directors of the corporation for the ensuing year at eight (8).

DIRECTOR:

YES

FOR

Rene Amirault

Peter Bannister

Kenney F. Cugnet

D. Hugh Gillard

Robert F. Heinemann

Gerald A. Romanzin

Scott Saxberg

Gregory G. Turnbull

RESOLUTION:

YES

FOR

To approve an amendment to the corporation's restricted share bonus plan.

RESOLUTION:

YES

FOR

Authorizing certain amendments to the corporation's articles of incorporation to implement a share dividend program.

APPOINTMENT:

YES

FOR

Of PricewaterhouseCoopers LLP, chartered accountants, as auditors of the corporation and authorize the Board of Directors of the corporation to fix their remuneration as such.

ADVISORY RESOLUTION:

YES

FOR

To accept the corporation's approach to executive compensation.

U.S. SILICA HOLDINGS, INC.

SLCA

90346E107

5/8/2014

DIRECTOR:

YES

FOR

Daniel Avramovich

Peter Bernard

William J. Kacal

Charles Shaver

Bryan A. Shinn

J. Michael Stice

RATIFICATION:

YES

FOR

Of appointment of Grant Thornton LLP as independent registered public accounting firm for 2014.

ADVISORY VOTE:

YES

FOR

To approve the compensation of the named executive officers, as disclosed in the proxy statement.

ADVISORY VOTE:

On the frequency of the advisory vote to approve the compensation of the named executive officers.

1 year

YES

FOR

2 years

3 years

Abstain

INTER PIPELINE LTD.

IPL

45833V109

5/12/2014

TO FIX:

YES

FOR

The number of shareholders to be elected at the meeting at seven members and to elect seven directors to hold office until the next annual meeting of our shareholders or until their successors are elected or appointed.

DIRECTOR:

YES

FOR

Richard Shaw

David Fesyk

Lorne Brown

Duane Keinick

William Robertson

Brant Sangster

Alison Taylor Love

APPOINT:

YES

FOR

Ernst & Young LLP as auditors to serve until the next annual meeting of shareholders, the audit committee will recommend EY's compensation to the Board for its review and approval.

SPECIAL RESOLUTION:

YES

FOR

Authorizing an amendment to our articles to create a new class of preferred shares designated as "Class A Preferred Shares."

APPROVE:

YES

FOR

The shareholder rights plan agreement which gives effect to the rights plan and the issuance of all rights.

ARC RESOURCES LTD.

ARX

00208D408

5/14/2014

DIRECTOR:

YES

FOR

John P. Dielwart

Fred J. Dyment

Timothy J. Hearn

James C. Houck

Harold N. Kvisle

Kathleen M. O'Neill

Herbert C. Pinder, Jr.

William G. Sembo

Myron M. Stadnyk

Mac H. Van Wielingen

APPOINT:

YES

FOR

Deloitt LLP, chartered accountants, as auditors to hold office until the close of the next annual meeting of the corporation, at such remuneration as may be determined by the Board of Directors of the corporation.

RESOLUTION:

YES

FOR

To approve the corporations advisory vote on executive compensation.

NISOURCE INC.

65473P105

5/13/2014

DIRECTOR:

YES

FOR

Richard A. Abdoo

Aristides S. Candris

Sigmund L. Cornelius

Michael E. Jesanis

Marty R. Kittrell

W. Lee Nutter

Deborah S. Parker

Robert C. Skaggs, Jr.

Teresa A. Taylor

Richard L. Thompson

Carolyn Y. Woo

ADVISORY APPROVAL:

YES

FOR

Of executive compensation.

RATIFY:

YES

FOR

The appointment of Deloitte & Touche LLP as the company's independent registered public accountants.

TO CONSIDER:

YES

AGAINST

FOR

A stockholder proposal regarding reports on political contributions.

BAYTEX ENERGY CORP.

BTE

07317Q105

5/15/2014

FIXING:

YES

FOR

The number of Directors of Baytex to be elected at nine.

DIRECTOR:

YES

FOR

James L. Bowzer

John A. Brussa

Raymond T. Chan

Edward Chwyl

Naveen Dargan

R.E.T. (Rusty) Goepel

Dale O. Shwed

Mary Ellen Peters

Dale O. Shwed

APPOINT:

YES

FOR

Deloitte LLP, chartered accountants, as auditors of Baytex for the ensuing year and to authorize the directors of Baytex to fix their remuneration.

ADVISORY RESOLUTION:

YES

FOR

To accept the approach to executive compensation.

APPROVE:

YES

FOR

A by-law respecting advance notice for the nomination of directors.

PEMBINA PIPELINE CORPORATION

PBA

706327103

5/9/2014

DIRECTOR:

YES

FOR

GRANT d. Billing

Thomas W. Buchanan

Michael H. Dilger

Randall J. Findlay

Lorne B. Gordon

David M.B. Legresley

Robert B. Michaeleski

Leslie A. O'Donoghue

Jeffrey T. Smith

APPOINT:

YES

FOR

KPMG LLP, chartered accountants, as the auditors of the corporation for the ensuing financial year at a remuneration to be fixed by management.

RESOLUTION:

YES

FOR

Approving and authorizing the amendments to the stock option plan, including an increase to the number of common shares reserved for issuance under the plan, and an amendment to the individuals eligible to participate in the plan.

ACCEPT:

YES

FOR

The approach to executive compensation.

HOLLYFRONTIER CORPORATION

HFC

436106108

5/14/2014

DIRECTOR:

YES

FOR

Douglas Y. Bech

Leldon E. Echols

R. Kevin Hardage

Michael C. Jennings

Robert J. Kostelnik

James H. Lee

Frankling Myers

Michael E. Rose

Tommy Valenta

ADVISORY VOTE:

YES

FOR

To approve named executive officer compensation.

RATIFY:

YES

FOR

The appointment of Ernst & Young LLP as the company's registered public accounting firm for the 2014 fiscal year.

STOCKHOLDER PROPOSAL:

YES

AGAINST

FOR

Greenhouse Gas Emissions.

TRANSOCEAN LTD.

RIG

H8817H100

5/16/2014

2013 ANNUAL REPORT:

YES

FOR

Including consolidated financial statements and statutory financial statements of Transocean Ltd.

DISCHARGE:

YES

FOR

Of Board of Directors and executive management from liability for activities during fiscal year 2013.

APPROPRIATION:

YES

FOR

Of available earnings.

DISTRIBUTION:

YES

FOR

Of a dividend out of capital contribution reserves of US$3.00 per outstanding share.

AUTHORIZED:

YES

FOR

Share capital.

REDUCTION:

YES

FOR

Of the maximum number of members of Board of Directors to 11 from 14.

AMENDMENTS:

YES

FOR

To articles of association to implement the Minder Ordinance: Amendments regarding elections and related matters.

AMENDMENTS:

YES

FOR

To articles of association to implement the Minder Ordinance: Binding shareholder ratification of the compensation of the Board of Directors and the executive management team.

AMENDMENTS:

YES

FOR

To articles of association to implement the Minder Ordinance: Supplementary amount for persons assuming an executive management team position during a compensation period for which shareholder ratification has already been granted.

AMENDMENTS:

YES

FOR

To articles of association to implement the Minder Ordinance: General principles and terms applicable to the compensation of the members of the Board of Directors and executive management team.

AMENDMENTS:

YES

FOR

To articles of association to implement the Minder Ordinance: Permissible mandates of members of the Board of Directors and the executive management team.

AMENDMENTS:

YES

FOR

To articles of association to implement the Minder Ordinance: Loans and post-retirement benefits beyond occupational pensions.

AMENDMENT:

YES

FOR

To articles of association regarding the applicable vote standard for elections of directors, the chairman and members of the Compensation Committee.

AMENDMENT:

YES

FOR

To the articles of association regarding shareholder agenda item requests pursuant to Swiss law.

RE-ELECTION OF DIRECTOR:

YES

FOR

Ian C. Strachan

Glyn A. Barker

Vanessa C.L. Chang

Frederico F. Curado

Chad Deaton

Martin B. McNamara

Samuel Merksamer

Edward R. Muller

Steven L. Newman

Tan Ek Kia

Vincent J. Intrieri

ELECTION:

YES

FOR

Of Ian C. Strachan as the Chairman of the Board of Directors for a term extending until completion of the next annual general meeting.

ELECTION OF THE MEMBER OF THE COMPENSATION COMMITTEE:

YES

FOR

Frederico F. Curado

Martin B. McNamara

Tan Ek Kia

Vincent J. Intrieri

ELECTION:

YES

FOR

Of Schweiger Advokatur / Notariat as the independent proxy for a term extending until the completion of the next annual general meeting.

APPOINTMENT:

YES

FOR

Of Ernst & Young LLP as the company's independent registered public accounting firm for fiscal year 2014 and re-election of Ernst & Young Ltd, Zurich, as the company's auditor for a further one-year term.

ADVISORY VOTE:

YES

FOR

To approve named executive officer compensation.

RE-APPROVAL:

YES

FOR

Of the material terms of the performance goals under the long-term incentive plan of Transocean Ltd.

THE WILLIAMS COMPANIES, INC.

WMB

969457100

5/22/2014

ELECTION OF DIRECTOR:

YES

FOR

Alan S. Armstrong

Joseph R. Cleveland

Kathleen B. Cooper

John A. Haag

Juanita H. Hinshaw

Ralph Izzo

Frank T. MacInnis

Eric W. Mandelblatt

Steven W. Nance

Murray D. Smith

Janice D. Stoney

Laura A. Sugg

APPROVAL:

YES

FOR

Of the amendment to the Williams Companies, Inc. 2007 Incentive Plan

APPROVAL:

YES

FOR

Of the amendment to the Williams Companies, Inc. 2007 Employee Stock Purchase Plan.

RATIFICATION:

YES

FOR

Of Ernst & Young LLP as auditors for 2014.

APPROVAL:

YES

FOR

By non-binding advisory vote, of the company's executive compensation.

KINDER MORGAN, INC.

KMI

49456B101

5/19/2014

DIRECTOR:

YES

FOR

Richard D. Kinder

Steven J. Kean

Anthony W. Hall, Jr.

Deborah A. Macdonald

Michael J. Miller

Michael C. Morgan

Fayez Sarofim

C. Park Shaper

Joel V. Staff

John M. Stokes

Robert F. Vagt

RATIFICATION:

YES

FOR

Of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2014.

STOCKHOLDER PROPOSAL:

YES

AGAINST

FOR

Relating to a report on the company's response to climate change.

STOCKHOLDER PROPOSAL:

YES

AGAINST

FOR

Relating to a report on methane emissions and pipeline maintenance.

STOCKHOLDER PROPOSAL:

YES

AGAINST

FOR

Relating to an annual sustainability report.

ONEOK, INC.

OKE

682680103

5/21/2014

DIRECTOR:

YES

FOR

James C. Day

Julie H. Edwards

William L. Ford

John W. Gibson

Bert H. Mackie

Steven J. Malcolm

Jim W. Mogg

Pattye L. Moore

Gary D. Parker

Eduardo A. Rodriguez

Terry K. Spencer

RATIFICATION:

YES

FOR

Of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Oneok, Inc.

ADVISORY VOTE:

YES

FOR

To approve the company's executive compensation.

SHAREHOLDER PROPOSAL:

YES

AGAINST

FOR

Regarding publication of a report on methane emissions.

THE SOUTHERN COMPANY

842587107

5/28/2014

DIRECTOR:

YES

FOR

J.P. Baranco

J.A. Boscia

H.A. Clark III

T.A. Fanning

D.J. Grain

V.M. Hagen

W.A. Hood, Jr.

L.P. Hudson

D.M. James

D.E. Klein

W.G. Smith, Jr.

S.R. Specker

E.J. Wood III

RATIFICATION:

YES

FOR

Of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2014.

ADVISORY VOTE:

YES

FOR

To approve named executive officer compensation.

STOCKHOLDER PROPOSAL:

YES

AGAINST

FOR

On an independent Board Chair.

ENSCO PLC

ESV

G3157S106

5/19/2014

RE-ELECTION OF DIRECTOR:

YES

FOR

J. Roderick Clark

Roxanne J. Decyk

Mark E. Francis CBE

C. Christopher Gaut

Gerald W. Haddock

Francis S. Kalman

Daniel W. Rabun

Keith O. Rattie

Paul E. Rowsey, III

TO AUTHORIZE:

YES

FOR

The Board of Directors to allot shares.

TO RATIFY:

YES

FOR

The Audit Committee's appointment of KMPG LLP as the independent registered public accounting firm for the year ended 31 December 2014.

TO RE-APPOINT:

YES

FOR

KMPG Audit plc as the U.K. statutory auditors under the U.K. Companies Act 2006.

TO AUTHORIZE:

YES

FOR

The Audit Committee to determine the U.K. statutory auditor's remuneration.

TO APPROVE:

YES

FOR

The Directors' remuneration policy.

NON-BINDING ADVISORY VOTE:

YES

FOR

To approve the Directors' remuneration report for the year ended 31 December 2013.

NON-BINDING ADVISORY VOTE:

YES

FOR

To approve the compensation to the named executive officers.

NON-BINDING ADVISORY VOTE:

YES

FOR

To approve the report of the auditors and the Directors and the U.K. statutory accounts for the year ended 31 December 2013.

TO APPROVE:

YES

FOR

A capital reorganization.

TO APPROVE:

YES

FOR

The disapplication of pre-emption rights.

TARGA RESOURCES CORP.

TRGP

87612G101

5/29/2014

DIRECTOR:

YES

FOR

Charles R. Crisp

Laura C. Fulton

James W. Whalen

RATIFICATION:

YES

FOR

Of selection of independent auditors.

ADVISORY VOTE:

YES

FOR

On executive compensation.

SHAREHOLDER PROPOSAL:

YES

AGAINST

FOR

Regarding publication of a report on methane emissions.

BUCKEYE PARTNERS, L.P.

BPL

118230101

6/3/2014

DIRECTOR:

YES

FOR

Forrest E. Wylie

Barbara J. Duganier

Joseph A. Lasala, Jr.

Martin A. White

RATIFICATION:

YES

FOR

Of the selection of Deloitte & Touche LLP as Buckeye Partners, L.P.'s independent registered public accountants for 2014.

APPROVAL:

YES

FOR

In an advisory vote, of the compensation of Buckeye's named executive officers.

MARKWEST ENERGY PARTNERS, L.P.

MWE

570759100

6/6/2014

DIRECTOR:

YES

FOR

Frank M. Semple

Donald D. Wolf

W.A. Bruckmann III

Michael L. Beatty

Charles K. Dempster

Donald C. Heppermann

Randall J. Larson

Anne E. Fox Mounsey

Williams P. Nicoletti

TO APPROVE:

YES

FOR

On an advisory basis, the compensation of the partnership's named executive officers.

RATIFICATION:

YES

FOR

Of Deloitte & Touche LLP as the partnership's independent registered public accountants for the fiscal year ending December 31, 2014.

BREITBURN ENERGY PARTNERS L.P.

BBEP

106776107

6/19/2014

DIRECTOR:

YES

FOR

Randall H. Breitenbach

David B. Kilpatrick

ADVISORY PROPOSAL:

YES

FOR

To approve the compensation of the named executive officers of Breitburn GP, LLC.

RATIFICATION:

YES

FOR

Of the appointment of PricewaterhouseCoopers, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2014.