================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ----------------- FORM N-PX ----------------- ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act File Number: 811-05620 ----------------- VIRTUS GLOBAL DIVIDEND & INCOME FUND INC. (fka THE ZWEIG TOTAL RETURN FUND, INC.) (exact name of registrant as specified in charter) ----------------- 101 Munson Street, Greenfield, MA 01301 (Address of principal executive offices) ----------------- William Renahan, Esq., Virtus Investment Partners, Inc. 100 Pearl Street, Hartford, CT 06103 (Name and Address of agent for service) ----------------- Registrant's telephone number, including area code: 800-243-1574 Date of Fiscal Year End: 12/31 Date of Reporting Period: 07/01/2016 - 06/30/2017 ================================================================================ ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-05620 Reporting Period: 07/01/2016 - 06/30/2017 Virtus Global Dividend and Income Fund Inc. (fka The Zweig Total Return Fund, Inc.) ================ Virtus Global Dividend and Income Fund Inc. =================== (fka The Zweig Total Return Fund, Inc.) ALCOA INC. Ticker: AA Security ID: 013817101 Meeting Date: OCT 05, 2016 Meeting Type: Special Record Date: AUG 03, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Reverse Stock Split For For Management 2 Amend Articles For For Management -------------------------------------------------------------------------------- ALIBABA GROUP HOLDING LIMITED Ticker: BABA Security ID: 01609W102 Meeting Date: OCT 13, 2016 Meeting Type: Annual Record Date: AUG 19, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Daniel Yong Zhang as Director For Against Management 1.2 Elect Chee Hwa Tung as Director For For Management 1.3 Elect Jerry Yang as Director For For Management 1.4 Elect Wan Ling Martello as Director For For Management 1.5 Elect Eric Xiandong Jing as Director For Against Management 2 Ratify PricewaterhouseCoopers as For For Management Auditors -------------------------------------------------------------------------------- ALTRIA GROUP, INC. Ticker: MO Security ID: 02209S103 Meeting Date: MAY 18, 2017 Meeting Type: Annual Record Date: MAR 27, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gerald L. Baliles For For Management 1.2 Elect Director Martin J. Barrington For For Management 1.3 Elect Director John T. Casteen, III For For Management 1.4 Elect Director Dinyar S. Devitre For For Management 1.5 Elect Director Thomas F. Farrell, II For For Management 1.6 Elect Director Debra J. Kelly-Ennis For For Management 1.7 Elect Director W. Leo Kiely, III For For Management 1.8 Elect Director Kathryn B. McQuade For For Management 1.9 Elect Director George Munoz For For Management 1.10 Elect Director Nabil Y. Sakkab For For Management 1.11 Elect Director Virginia E. Shanks 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 Cease Tobacco-Related Advertising Against Against Shareholder -------------------------------------------------------------------------------- ANALOG DEVICES, INC. Ticker: ADI Security ID: 032654105 Meeting Date: MAR 08, 2017 Meeting Type: Annual Record Date: JAN 09, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Ray Stata For For Management 1b Elect Director Vincent Roche For For Management 1c Elect Director James A. Champy For For Management 1d Elect Director Bruce R. Evans For For Management 1e Elect Director Edward H. Frank For For Management 1f Elect Director Mark M. Little For For Management 1g Elect Director Neil Novich For For Management 1h Elect Director Kenton J. Sicchitano For For Management 1i Elect Director Lisa T. Su 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 Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- ASTRAZENECA PLC Ticker: AZN Security ID: 046353108 Meeting Date: APR 27, 2017 Meeting Type: Annual Record Date: MAR 16, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Dividends For For Management 3 Appoint PricewaterhouseCoopers LLP as For For Management Auditors 4 Authorise Board to Fix Remuneration of For For Management Auditors 5a Re-elect Leif Johansson as Director For For Management 5b Re-elect Pascal Soriot as Director For For Management 5c Re-elect Marc Dunoyer as Director For For Management 5d Re-elect Genevieve Berger as Director For For Management 5e Elect Philip Broadley as Director For For Management 5f Re-elect Bruce Burlington as Director For For Management 5g Re-elect Graham Chipchase as Director For For Management 5h Re-elect Rudy Markham as Director For For Management 5i Re-elect Shriti Vadera as Director For For Management 5j Re-elect Marcus Wallenberg as Director For For Management 6 Approve Remuneration Report For Against Management 7 Approve Remuneration Policy For For Management 8 Approve EU Political Donations and For For Management Expenditure 9 Authorise Issue of Equity with For For Management Pre-emptive Rights 10 Authorise Issue of Equity without For For Management Pre-emptive Rights 11 Authorise Market Purchase of Ordinary For For Management Shares 12 Authorise the Company to Call General For For Management Meeting with Two Weeks' Notice -------------------------------------------------------------------------------- AT&T INC. Ticker: T Security ID: 00206R102 Meeting Date: APR 28, 2017 Meeting Type: Annual Record Date: FEB 28, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Randall L. Stephenson For For Management 1.2 Elect Director Samuel A. Di Piazza, Jr. For For Management 1.3 Elect Director Richard W. Fisher For For Management 1.4 Elect Director Scott T. Ford For For Management 1.5 Elect Director Glenn H. Hutchins For For Management 1.6 Elect Director William E. Kennard For For Management 1.7 Elect Director Michael B. McCallister For For Management 1.8 Elect Director Beth E. Mooney For For Management 1.9 Elect Director Joyce M. Roche For For Management 1.10 Elect Director Matthew K. Rose For For Management 1.11 Elect Director Cynthia B. Taylor For For Management 1.12 Elect Director Laura D'Andrea Tyson For For Management 1.13 Elect Director Geoffrey Y. Yang 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 5 Report on Indirect Political Against For Shareholder Contributions 6 Report on Lobbying Payments and Policy Against For Shareholder 7 Amend Proxy Access Right Against For Shareholder 8 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- BANK OF HAWAII CORPORATION Ticker: BOH Security ID: 062540109 Meeting Date: APR 28, 2017 Meeting Type: Annual Record Date: FEB 28, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director S. Haunani Apoliona For For Management 1.2 Elect Director Mary G. F. Bitterman For For Management 1.3 Elect Director Mark A. Burak For For Management 1.4 Elect Director Michael J. Chun For For Management 1.5 Elect Director Clinton R. Churchill For For Management 1.6 Elect Director Peter S. Ho For For Management 1.7 Elect Director Robert Huret For For Management 1.8 Elect Director Kent T. Lucien For For Management 1.9 Elect Director Alicia E. Moy For For Management 1.10 Elect Director Victor K. Nichols For For Management 1.11 Elect Director Barbara J. Tanabe For For Management 1.12 Elect Director Raymond P. Vara, Jr. For For Management 1.13 Elect Director Robert W. Wo 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 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- BASF SE Ticker: BAS Security ID: 055262505 Meeting Date: MAY 12, 2017 Meeting Type: Annual Record Date: MAR 31, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2016 (Non-Voting) 2 Approve Allocation of Income and For For Management Dividends of EUR 3.00 per Share 3 Approve Discharge of Supervisory Board For For Management for Fiscal 2016 4 Approve Discharge of Management Board For For Management for Fiscal 2016 5 Ratify KPMG AG as Auditors for Fiscal For For Management 2017 6 Authorize Share Repurchase Program and For For Management Reissuance or Cancellation of Repurchased Shares 7 Approve Issuance of Warrants/Bonds For For Management with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 10 Billion; Approve Creation of EUR 117.6 Million Pool of Capital to Guarantee Conversion Rights 8 Approve Remuneration of Supervisory For For Management Board -------------------------------------------------------------------------------- BCE INC. Ticker: BCE Security ID: 05534B760 Meeting Date: APR 26, 2017 Meeting Type: Annual Record Date: MAR 13, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Barry K. Allen For For Management 1.2 Elect Director Sophie Brochu For For Management 1.3 Elect Director Robert E. Brown For For Management 1.4 Elect Director George A. Cope For For Management 1.5 Elect Director David F. Denison For For Management 1.6 Elect Director Robert P. Dexter For For Management 1.7 Elect Director Ian Greenberg For For Management 1.8 Elect Director Katherine Lee For For Management 1.9 Elect Director Monique F. Leroux For For Management 1.10 Elect Director Gordon M. Nixon For For Management 1.11 Elect Director Calin Rovinescu For For Management 1.12 Elect Director Karen Sheriff For For Management 1.13 Elect Director Robert C. Simmonds For For Management 1.14 Elect Director Paul R. Weiss For For Management 2 Ratify Deloitte LLP as Auditors For For Management 3 Advisory Vote on Executive For For Management Compensation Approach -------------------------------------------------------------------------------- CI FINANCIAL CORP. Ticker: CIX Security ID: 125491100 Meeting Date: APR 20, 2017 Meeting Type: Annual/Special Record Date: FEB 21, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter W. Anderson For For Management 1.2 Elect Director Sonia A. Baxendale For For Management 1.3 Elect Director Paul W. Derksen For For Management 1.4 Elect Director William T. Holland For For Management 1.5 Elect Director David P. Miller For For Management 1.6 Elect Director Stephen T. Moore For For Management 1.7 Elect Director Tom P. Muir For For Management 2 Approve Ernst & Young LLP as Auditors For For Management and Authorize Board to Fix Their Remuneration 3 Approve Restricted Share Unit Plan For For Management 4 Amend Quorum Requirements For For Management 5 Advisory Vote on Executive For For Management Compensation Approach -------------------------------------------------------------------------------- CINCINNATI FINANCIAL CORPORATION Ticker: CINF Security ID: 172062101 Meeting Date: MAY 06, 2017 Meeting Type: Annual Record Date: MAR 07, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William F. Bahl For For Management 1.2 Elect Director Gregory T. Bier For For Management 1.3 Elect Director Linda W. Clement-Holmes For For Management 1.4 Elect Director Dirk J. Debbink For For Management 1.5 Elect Director Steven J. Johnston For For Management 1.6 Elect Director Kenneth C. Lichtendahl For For Management 1.7 Elect Director W. Rodney McMullen For For Management 1.8 Elect Director David P. Osborn For For Management 1.9 Elect Director Gretchen W. Price For For Management 1.10 Elect Director Thomas R. Schiff For For Management 1.11 Elect Director Douglas S. Skidmore For For Management 1.12 Elect Director Kenneth W. Stecher For For Management 1.13 Elect Director John F. Steele, Jr. For For Management 1.14 Elect Director Larry R. Webb 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 -------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Ticker: CSCO Security ID: 17275R102 Meeting Date: DEC 12, 2016 Meeting Type: Annual Record Date: OCT 14, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Carol A. Bartz For For Management 1b Elect Director M. Michele Burns For For Management 1c Elect Director Michael D. Capellas For For Management 1d Elect Director John T. Chambers For For Management 1e Elect Director Amy L. Chang For For Management 1f Elect Director John L. Hennessy For For Management 1g Elect Director Kristina M. Johnson For For Management 1h Elect Director Roderick C. McGeary For For Management 1i Elect Director Charles H. Robbins For For Management 1j Elect Director Arun Sarin For For Management 1k Elect Director Steven M. West For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Report on Lobbying Payments and Policy Against For Shareholder 5 Report on Arab and non-Arab Employees Against Against Shareholder using EEO-1 Categories 6 Establish Board Committee on Against Against Shareholder Operations in Israeli Settlements -------------------------------------------------------------------------------- CROWN CASTLE INTERNATIONAL CORP. Ticker: CCI Security ID: 22822V101 Meeting Date: MAY 18, 2017 Meeting Type: Annual Record Date: MAR 27, 2017 # 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 Robert E. Garrison, II For For Management 1f Elect Director Lee W. Hogan For For Management 1g Elect Director Edward C. Hutcheson, Jr. For For Management 1h Elect Director J. Landis Martin For For Management 1i Elect Director Robert F. McKenzie For For Management 1j Elect Director Anthony J. Melone For For Management 1k Elect Director W. Benjamin Moreland 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 Adopt Proxy Access Right Against For Shareholder -------------------------------------------------------------------------------- FASTENAL COMPANY Ticker: FAST Security ID: 311900104 Meeting Date: APR 25, 2017 Meeting Type: Annual Record Date: FEB 24, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Willard D. Oberton For For Management 1b Elect Director Michael J. Ancius For For Management 1c Elect Director Michael J. Dolan For For Management 1d Elect Director Stephen L. Eastman For For Management 1e Elect Director Daniel L. Florness For For Management 1f Elect Director Rita J. Heise For For Management 1g Elect Director Darren R. Jackson For For Management 1h Elect Director Daniel L. Johnson For For Management 1i Elect Director Scott A. Satterlee For For Management 1j Elect Director Reyne K. Wisecup For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Amend Executive Incentive Bonus Plan 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 -------------------------------------------------------------------------------- GLAXOSMITHKLINE PLC Ticker: GSK Security ID: 37733W105 Meeting Date: MAY 04, 2017 Meeting Type: Annual Record Date: MAR 27, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Remuneration Policy For For Management 4 Elect Emma Walmsley as Director For For Management 5 Elect Dr Vivienne Cox as Director For For Management 6 Elect Dr Patrick Vallance as Director For For Management 7 Re-elect Philip Hampton as Director For For Management 8 Re-elect Sir Roy Anderson as Director For For Management 9 Re-elect Vindi Banga as Director For For Management 10 Re-elect Simon Dingemans as Director For For Management 11 Re-elect Lynn Elsenhans as Director For For Management 12 Re-elect Dr Jesse Goodman as Director For For Management 13 Re-elect Judy Lewent as Director For For Management 14 Re-elect Urs Rohner as Director For For Management 15 Reappoint PricewaterhouseCoopers LLP For For Management as Auditors 16 Authorise the Audit & Risk Committee For For Management to Fix Remuneration of Auditors 17 Authorise EU Political Donations and For For Management Expenditure 18 Authorise Issue of Equity with For For Management Pre-emptive Rights 19 Authorise Issue of Equity without For For Management Pre-emptive Rights 20 Authorise Issue of Equity with For For Management Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment 21 Authorise Market Purchase of Ordinary For For Management Shares 22 Approve the Exemption from Statement For For Management of the Name of the Senior Statutory Auditor in Published Copies of the Auditors' Reports 23 Authorise the Company to Call General For For Management Meeting with Two Weeks' Notice 24 Approve Performance Share Plan For For Management 25 Approve Deferred Annual Bonus Plan For For Management -------------------------------------------------------------------------------- HSBC HOLDINGS PLC Ticker: HSBA Security ID: 404280406 Meeting Date: APR 28, 2017 Meeting Type: Annual Record Date: MAR 13, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3(a) Elect David Nish as Director For For Management 3(b) Elect Jackson Tai as Director For For Management 3(c) Re-elect Phillip Ameen as Director For For Management 3(d) Re-elect Kathleen Casey as Director For For Management 3(e) Re-elect Laura Cha as Director For For Management 3(f) Re-elect Henri de Castries as Director For For Management 3(g) Re-elect Lord Evans of Weardale as For For Management Director 3(h) Re-elect Joachim Faber as Director For For Management 3(i) Re-elect Douglas Flint as Director For For Management 3(j) Re-elect Stuart Gulliver as Director For For Management 3(k) Re-elect Irene Lee as Director For Against Management 3(l) Re-elect John Lipsky as Director For For Management 3(m) Re-elect Iain Mackay as Director For For Management 3(n) Re-elect Heidi Miller as Director For For Management 3(o) Re-elect Marc Moses as Director For For Management 3(p) Re-elect Jonathan Symonds as Director For For Management 3(q) Re-elect Pauline van der Meer Mohr as For For Management Director 3(r) Re-elect Paul Walsh as Director For Against Management 4 Reappoint PricewaterhouseCoopers LLP For For Management as Auditors 5 Authorise the Group Audit Committee to For For Management Fix Remuneration of Auditors 6 Authorise EU Political Donations and For For Management Expenditure 7 Authorise Issue of Equity with For For Management Pre-emptive Rights 8 Authorise Issue of Equity without For For Management Pre-emptive Rights 9 Authorise Issue of Equity without For For Management Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment 10 Authorise Directors to Allot Any For For Management Repurchased Shares 11 Authorise Market Purchase of Ordinary For For Management Shares 12 Authorise Issue of Equity in Relation For For Management to Contingent Convertible Securities 13 Authorise Issue of Equity without For For Management Pre-emptive Rights in Relation to Contingent Convertible Securities 14 Authorise the Company to Call General For For Management Meeting with Two Weeks' Notice -------------------------------------------------------------------------------- ISHARES TRUST Ticker: Security ID: 464287242 Meeting Date: JUN 19, 2017 Meeting Type: Special Record Date: MAY 02, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jane D. Carlin For For Management 1.2 Elect Director Richard L. Fagnani For For Management 1.3 Elect Director Drew E. Lawton For For Management 1.4 Elect Director Madhav V. Rajan For For Management 1.5 Elect Director Mark Wiedman For For Management -------------------------------------------------------------------------------- KIMBERLY-CLARK CORPORATION Ticker: KMB Security ID: 494368103 Meeting Date: APR 20, 2017 Meeting Type: Annual Record Date: FEB 21, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John F. Bergstrom For For Management 1.2 Elect Director Abelardo E. Bru For For Management 1.3 Elect Director Robert W. Decherd For For Management 1.4 Elect Director Thomas J. Falk For For Management 1.5 Elect Director Fabian T. Garcia For For Management 1.6 Elect Director Michael D. Hsu For For Management 1.7 Elect Director Mae C. Jemison For For Management 1.8 Elect Director James M. Jenness For For Management 1.9 Elect Director Nancy J. Karch For For Management 1.10 Elect Director Christa S. Quarles For For Management 1.11 Elect Director Ian C. Read For For Management 1.12 Elect Director Marc J. Shapiro For For Management 1.13 Elect Director Michael D. White 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 -------------------------------------------------------------------------------- LAS VEGAS SANDS CORP. Ticker: LVS Security ID: 517834107 Meeting Date: JUN 08, 2017 Meeting Type: Annual Record Date: APR 10, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles D. Forman For For Management 1.2 Elect Director Steven L. Gerard For For Management 1.3 Elect Director George Jamieson For For Management 1.4 Elect Director Lewis Kramer For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- LEGGETT & PLATT, INCORPORATED Ticker: LEG Security ID: 524660107 Meeting Date: MAY 09, 2017 Meeting Type: Annual Record Date: MAR 03, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Robert E. Brunner For For Management 1b Elect Director Robert G. Culp, III For For Management 1c Elect Director R. Ted Enloe, III For For Management 1d Elect Director Manuel A. Fernandez For For Management 1e Elect Director Matthew C. Flanigan For For Management 1f Elect Director Karl G. Glassman For For Management 1g Elect Director Joseph W. McClanathan For For Management 1h Elect Director Judy C. Odom For For Management 1i Elect Director Phoebe A. Wood 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 -------------------------------------------------------------------------------- NATIONAL GRID PLC Ticker: NG. Security ID: 636274300 Meeting Date: MAY 19, 2017 Meeting Type: Special Record Date: APR 12, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Share Consolidation For For Management 2 Authorise Issue of Equity with For For Management Pre-emptive Rights 3 Authorise Issue of Equity without For For Management Pre-emptive Rights 4 Authorise Issue of Equity without For For Management Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment 5 Authorise Market Purchase of New For For Management Ordinary Shares -------------------------------------------------------------------------------- PAYCHEX, INC. Ticker: PAYX Security ID: 704326107 Meeting Date: OCT 12, 2016 Meeting Type: Annual Record Date: AUG 15, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director B. Thomas Golisano For For Management 1b Elect Director Joseph G. Doody For For Management 1c Elect Director David J.S. Flaschen For For Management 1d Elect Director Phillip Horsley For For Management 1e Elect Director Grant M. Inman For For Management 1f Elect Director Pamela A. Joseph For For Management 1g Elect Director Martin Mucci For For Management 1h Elect Director Joseph M. Tucci For For Management 1i Elect Director Joseph M. Velli For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- PPL CORPORATION Ticker: PPL Security ID: 69351T106 Meeting Date: MAY 17, 2017 Meeting Type: Annual Record Date: FEB 28, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Rodney C. Adkins For For Management 1.2 Elect Director John W. Conway For For Management 1.3 Elect Director Steven G. Elliott For For Management 1.4 Elect Director Raja Rajamannar For For Management 1.5 Elect Director Craig A. Rogerson For For Management 1.6 Elect Director William H. Spence For For Management 1.7 Elect Director Natica von Althann For For Management 1.8 Elect Director Keith H. Williamson For For Management 1.9 Elect Director Armando Zagalo de Lima 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 Ratify Deloitte & Touche LLP as For For Management Auditors 6 Assess Portfolio Impacts of Policies Against For Shareholder to Meet 2 Degree Scenario -------------------------------------------------------------------------------- REALTY INCOME CORPORATION Ticker: O Security ID: 756109104 Meeting Date: MAY 16, 2017 Meeting Type: Annual Record Date: MAR 09, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Kathleen R. Allen For For Management 1b Elect Director John P. Case For For Management 1c Elect Director A. Larry Chapman For For Management 1d Elect Director Priya Cherian Huskins For Against Management 1e Elect Director Michael D. McKee For Against Management 1f Elect Director Gregory T. McLaughlin For For Management 1g Elect Director Ronald L. Merriman For Against Management 1h Elect Director Stephen E. Sterrett For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- ROYAL BANK OF CANADA Ticker: RY Security ID: 780087102 Meeting Date: APR 06, 2017 Meeting Type: Annual Record Date: FEB 08, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Andrew A. Chisholm For For Management 1.2 Elect Director Jacynthe Cote For For Management 1.3 Elect Director Toos N. Daruvala For For Management 1.4 Elect Director David F. Denison For For Management 1.5 Elect Director Richard L. George For For Management 1.6 Elect Director Alice D. Laberge For For Management 1.7 Elect Director Michael H. McCain For For Management 1.8 Elect Director David McKay For For Management 1.9 Elect Director Heather Munroe-Blum For For Management 1.10 Elect Director Thomas A. Renyi For For Management 1.11 Elect Director Kathleen Taylor For For Management 1.12 Elect Director Bridget A. van Kralingen For For Management 1.13 Elect Director Thierry Vandal For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote on Executive For For Management Compensation Approach 4 SP 1: Adopt a Policy of Withdrawal Against Against Shareholder from Tax Havens or Jurisdictions with Low Tax Rates 5 SP 2: Approve Annual Disclosure of Against For Shareholder Lobbying-Related Matters 6 SP 3: Approve Simplification and Against Against Shareholder Improvement of the Management Disclosure on Executive Compensation 7 SP 4: Approve Board Size By-Law Against Against Shareholder 8 SP 5: Adopt Proxy Access Bylaw Against For Shareholder 9 SP 6: Approve Retirement and Severance Against Against Shareholder Agreements 10 SP 7: Approve Placement of Shareholder Against Against Shareholder Proposals in Circular -------------------------------------------------------------------------------- ROYAL DUTCH SHELL PLC Ticker: RDSA Security ID: 780259107 Meeting Date: MAY 23, 2017 Meeting Type: Annual Record Date: APR 13, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Policy For For Management 3 Approve Remuneration Report For For Management 4 Elect Catherine Hughes as Director For For Management 5 Elect Roberto Setubal as Director For For Management 6 Re-elect Ben van Beurden as Director For For Management 7 Re-elect Guy Elliott as Director For For Management 8 Re-elect Euleen Goh as Director For For Management 9 Re-elect Charles Holliday as Director For For Management 10 Re-elect Gerard Kleisterlee as Director For For Management 11 Re-elect Sir Nigel Sheinwald as For For Management Director 12 Re-elect Linda Stuntz as Director For For Management 13 Elect Jessica Uhl as Director For For Management 14 Re-elect Hans Wijers as Director For For Management 15 Re-elect Gerrit Zalm as Director For For Management 16 Reappoint Ernst & Young LLP as Auditors For For Management 17 Authorise the Audit Committee to Fix For For Management Remuneration of Auditors 18 Authorise Issue of Equity with For For Management Pre-emptive Rights 19 Authorise Issue of Equity without For For Management Pre-emptive Rights 20 Authorise Market Purchase of Ordinary For For Management Shares 21 Request Shell to Set and Publish Against Against Shareholder Targets for Reducing Greenhouse Gas (GHG) Emissions -------------------------------------------------------------------------------- TAKEDA PHARMACEUTICAL CO. LTD. Ticker: 4502 Security ID: 874060205 Meeting Date: JUN 28, 2017 Meeting Type: Annual Record Date: MAR 31, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 90 2.1 Elect Director Christophe Weber For For Management 2.2 Elect Director Iwasaki, Masato For For Management 2.3 Elect Director Andrew Plump For For Management 2.4 Elect Director James Kehoe For For Management 2.5 Elect Director Fujimori, Yoshiaki For For Management 2.6 Elect Director Higashi, Emiko For For Management 2.7 Elect Director Michel Orsinger For For Management 2.8 Elect Director Sakane, Masahiro For For Management 2.9 Elect Director Shiga, Toshiyuki For For Management 3 Approve Annual Bonus For For Management 4 Amend Articles to Add Provisions Against For Shareholder Prohibiting Appointment of Corporate Counselors or Advisors Who Will Give Advice to Representative Directors 5 Remove Director and Chairman Yasuchika Against Against Shareholder Hasegawa from Office -------------------------------------------------------------------------------- THE DOW CHEMICAL COMPANY Ticker: DOW Security ID: 260543103 Meeting Date: JUL 20, 2016 Meeting Type: Special Record Date: JUN 02, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adjourn Meeting For For Management 3 Advisory Vote on Golden Parachutes For For Management -------------------------------------------------------------------------------- THE PROCTER & GAMBLE COMPANY Ticker: PG Security ID: 742718109 Meeting Date: OCT 11, 2016 Meeting Type: Annual Record Date: AUG 12, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Francis S. Blake For For Management 1b Elect Director Angela F. Braly For For Management 1c Elect Director Kenneth I. Chenault For For Management 1d Elect Director Scott D. Cook For For Management 1e Elect Director Terry J. Lundgren For For Management 1f Elect Director W. James McNerney, Jr. For For Management 1g Elect Director David S. Taylor For For Management 1h Elect Director Margaret C. Whitman For For Management 1i Elect Director Patricia A. Woertz For For Management 1j Elect Director Ernesto Zedillo 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 Report on Consistency Between Against Against Shareholder Corporate Values and Political Activities 5 Report on Application of Company Against Against Shareholder Non-Discrimination Policies in States with Pro-Discrimination Laws -------------------------------------------------------------------------------- TOTAL SA Ticker: FP Security ID: 89151E109 Meeting Date: MAY 26, 2017 Meeting Type: Annual/Special Record Date: APR 24, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 2.45 per Share 4 Approve Stock Dividend Program (Cash For For Management or New Shares) 5 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 6 Reelect Patricia Barbizet as Director For For Management 7 Reelect Marie-Christine For For Management Coisne-Roquette as Director 8 Elect Mark Cutifani as Director For For Management 9 Elect Carlos Tavares as Director For Against Management 10 Receive Auditors' Special Report on For For Management Related-Party Transactions Mentioning the Absence of New Transactions 11 Non-Binding Vote on Compensation of For For Management Patrick Pouyanne, CEO and Chairman 12 Approve Remuneration Policy of For For Management Chairman and CEO 13 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares -------------------------------------------------------------------------------- UNILEVER PLC Ticker: ULVR Security ID: 904767704 Meeting Date: APR 27, 2017 Meeting Type: Annual Record Date: MAR 10, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Remuneration Policy For For Management 4 Approve Performance Share Plan For For Management 5 Re-elect Nils Andersen as Director For For Management 6 Re-elect Laura Cha as Director For For Management 7 Re-elect Vittorio Coal as Director For For Management 8 Re-elect Dr Marijn Dekkers as Director For For Management 9 Re-elect Ann Fudge as Director For For Management 10 Re-elect Dr Judith Hartmann as Director For For Management 11 Re-elect Mary Ma as Director For For Management 12 Re-elect Strive Masiyiwa as Director For For Management 13 Re-elect Youngme Moon as Director For For Management 14 Re-elect Graeme Pitkethly as Director For For Management 15 Re-elect Paul Polman as Director For For Management 16 Re-elect John Rishton as Director For For Management 17 Re-elect Feike Sijbesma as Director For For Management 18 Reappoint KPMG LLP as Auditors For For Management 19 Authorise Board to Fix Remuneration of For For Management Auditors 20 Authorise EU Political Donations and For For Management Expenditure 21 Authorise Issue of Equity with For For Management Pre-emptive Rights 22 Authorise Issue of Equity without For For Management Pre-emptive Rights 23 Authorise Issue of Equity without For For Management Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment 24 Authorise Market Purchase of Ordinary For For Management Shares 25 Authorise the Company to Call General For For Management Meeting with Two Weeks' Notice -------------------------------------------------------------------------------- VERMILION ENERGY INC. Ticker: VET Security ID: 923725105 Meeting Date: APR 28, 2017 Meeting Type: Annual Record Date: MAR 10, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Fix Number of Directors at Nine For For Management 2.1 Elect Director Lorenzo Donadeo For For Management 2.2 Elect Director Larry J. Macdonald For For Management 2.3 Elect Director Loren M. Leiker For For Management 2.4 Elect Director William F. Madison For For Management 2.5 Elect Director Timothy R. Marchant For For Management 2.6 Elect Director Anthony W. Marino For For Management 2.7 Elect Director Robert B. Michaleski For For Management 2.8 Elect Director Sarah E. Raiss For For Management 2.9 Elect Director Catherine L. Williams For For Management 3 Approve Deloitte LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration 4 Advisory Vote on Executive For For Management Compensation Approach -------------------------------------------------------------------------------- WASTE MANAGEMENT, INC. Ticker: WM Security ID: 94106L109 Meeting Date: MAY 12, 2017 Meeting Type: Annual Record Date: MAR 15, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Bradbury H. Anderson For For Management 1b Elect Director Frank M. Clark, Jr. For For Management 1c Elect Director James C. Fish, Jr. For For Management 1d Elect Director Andres R. Gluski For For Management 1e Elect Director Patrick W. Gross For For Management 1f Elect Director Victoria M. Holt For For Management 1g Elect Director Kathleen M. Mazzarella For For Management 1h Elect Director John C. Pope For For Management 1i Elect Director Thomas H. Weidemeyer 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 5 Pro-rata Vesting of Equity Awards Against For Shareholder -------------------------------------------------------------------------------- WEC ENERGY GROUP, INC. Ticker: WEC Security ID: 92939U106 Meeting Date: MAY 04, 2017 Meeting Type: Annual Record Date: FEB 23, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John F. Bergstrom For For Management 1.2 Elect Director Barbara L. Bowles For For Management 1.3 Elect Director William J. Brodsky For For Management 1.4 Elect Director Albert J. Budney, Jr. For For Management 1.5 Elect Director Patricia W. Chadwick For For Management 1.6 Elect Director Curt S. Culver For For Management 1.7 Elect Director Thomas J. Fischer For For Management 1.8 Elect Director Paul W. Jones For For Management 1.9 Elect Director Gale E. Klappa For For Management 1.10 Elect Director Henry W. Knueppel For For Management 1.11 Elect Director Allen L. Leverett For For Management 1.12 Elect Director Ulice Payne, Jr. For For Management 1.13 Elect Director Mary Ellen Stanek 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 ========== 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 Global Dividend & Income Fund Inc. (fka The Zweig Total Return Fund, Inc.) By: /s/ George R. Aylward ---------------------------- George R. Aylward, President Date: August 22, 2017