ttpnpx.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 811-22585


Tortoise Pipeline & Energy Fund, Inc.
(Exact Name of Registrant as specified in charter)


11550 Ash Street, Suite 300, Leawood, KS 66211
(Address of Principal Executive Offices) (Zip code)


Terry C. Matlack
Diane Bono
11550 Ash Street, Suite 300, Leawood, KS 66211
(Name and Address of Agent For Service)


Registrant's telephone number, including area code: 913-981-1020


Date of fiscal year end: November 30


Date of reporting period: July 1, 2015 - June 30, 2016



 
 

 

Item 1. Proxy Voting Record

 
Company Name
Meeting Date
Cusip
Ticker
Proposal
Vote
For/Against Management
ProposalSource
Fidelity® Institutional Money Market Funds Money Market Portfolio Class I
11/18/2015
316175207
FMPXX
A vote for election of the following nominees:
1. Elizabeth S. Acton
2. John Engler
3. Albert R. Gamper, Jr.
4. Robert F. Gartland
5. Abigail P. Johnson
6. Arthur E. Johnson
7. Michael E. Kenneally
8. James H. Keyes
9. Marie L. Knowles
10. Geoffrey A. von Kuhn
For
For
Issuer
               
Company Name
Meeting Date
Cusip
Ticker
Proposal
Vote
For/Against Management
ProposalSource
Markwest Energy Partners LP
12/1/2015
570759100
MWE
Proposal to approve the Agreement and Plan of Merger, dated as of July 11, 2015, as such agreement may be amended from time to time, by and among MPLX LP, MPLX GP LLC, Marathon Petroleum Corporation, Sapphire HoldCo LLC and Markwest Energy Partners, L.P., and the transactions contemplated thereby.
For
For
Issuer
               
       
Proposal to approve, on an advisory, non-binding basis, the merger-related compensation payments that may become payable to Markwest Energy Partners, L.P.'s named executive officers in connection with the merger.
For
For
Issuer
               
       
Proposal to approve the adjournment of the Special Meeting, if necessary to solicit additional proxies if there are not sufficient votes to approve Proposal 1 at the time of the Special Meeting.
For
For
Issuer
               
Company Name
Meeting Date
Cusip
Ticker
Proposal
Vote
For/Against Management
ProposalSource
Sunoco Logistics Partners L.P.
12/1/2015
86764L108
SXL
Approval of the Sunoco Partners LLC Long-Term Incentive Plan, as proposed to be amended and restated, which, among other things, provides for an increase in the maximum number of common units reserved and available for delivery with respect to awards under the Sunoco Partners LLC Long-Term Incentive Plan, as amended and restated as of October 24, 2012, by 10,000,000 common units (the "LTIP Proposal").
For
For
Issuer
               
       
Approval of the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve the LTIP Proposal
For
For
Issuer
               
Company Name
Meeting Date
Cusip
Ticker
Proposal
Vote
For/Against Management
ProposalSource
Targa Resources Corp.
2/12/2016
87612G101
TRGP
To consider and vote upon a proposal to approve the issuance of shares of common stock of Targa Resources Corp. (the "Company") in connection with the merger contemplated by the Agreement and Plan of Merger, dated as of November 2, 2015, by and among the Company, Spartan Merger Sub LLC, Targa Resources Partners LP and Targa Resources GP LLC ("TRP GP");
For
For
Issuer
               
       
To consider and vote upon a proposal to approve one or more adjournments of the special meeting if necessary or appropriate to solicit additional proxies if there are not sufficient votes to approve the Company's stock issuance proposal.
For
For
Issuer
               
Company Name
Meeting Date
Cusip
Ticker
Proposal
Vote
For/Against Management
ProposalSource
Targa Resources Partners, LP
2/12/2016
87611X105
NGLS
To consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of November 2, 2015.
For
For
Issuer
               
       
To consider and vote upon, on an advisory, non-binding basis, the compensation payments that may be paid or become payable to the Partnership's named executive officers in connection with the Merger which is refered to as "TRP Compensation Proposal."
For
For
Issuer
               
Company Name
Meeting Date
Cusip
Ticker
Proposal
Vote
For/Against Management
ProposalSource
EQT Corporation
4/20/2016
26884L109
EQT
Election of Directors: Vicky A. Bailey
For
For
Issuer
       
Election of Directors: Philip G. Behrman, Ph.D.
For
For
Issuer
       
Election of Directors: Kenneth M. Burke
For
For
Issuer
       
Election of Directors: A. Bray Cary, Jr.
For
For
Issuer
       
Election of Directors: Margaret K. Dorman
For
For
Issuer
       
Election of Directors: David L. Porges
For
For
Issuer
       
Election of Directors: James E. Rohr
For
For
Issuer
       
Election of Directors: Stephen A. Thorington
For
For
Issuer
       
Election of Directors: Lee T. Todd, Jr. Ph.D.
For
For
Issuer
       
Election of Directors: Christine J. Toretti
For
For
Issuer
               
       
Approval of a Non-Binding Resolution regarding the Compensation of Company's Named Executive Officers for 2015 (Say-on-Pay).
For
For
Issuer
               
       
Approval of the Company's 2016 Executive Short-Term Incentive Plan.
For
For
Issuer
               
       
Ratification of Appointment of Independent Registered Public Accounting Firm.
For
For
Issuer
               
Company Name
Meeting Date
Cusip
Ticker
Proposal
Vote
For/Against Management
ProposalSource
Magellan Midstream Partners, L.P.
4/21/2016
559080106
MMP
Election of Directors:
1. Walter R. Arnheim
2. Patrick C. Eilers
For
For
Issuer
               
       
Amendment of Long-Term Incentive Plan
For
For
Issuer
               
       
Advisory Resolution to Approve Executive Compensation
For
For
Issuer
               
       
Ratification of Appointment of Independent Auditor
For
For
Issuer
               
Company Name
Meeting Date
Cusip
Ticker
Proposal
Vote
For/Against Management
ProposalSource
EOG Resources, Inc.
4/26/2016
26875P101
EOG
Election of Directors: Janet F. Clark
For
For
Issuer
       
Election of Directors: Charles R. Crisp
For
For
Issuer
       
Election of Directors: James C. Day
For
For
Issuer
       
Election of Directors: H. Leighton Steward
For
For
Issuer
       
Election of Directors: Donald F. Textor
For
For
Issuer
       
Election of Directors: William R. Thomas
For
For
Issuer
       
Election of Directors: Frank G. Wisner
For
For
Issuer
               
       
2. To ratify the appointment by the Audit Committee of the Board of Directors of Deloitte & Touche LLP, independent registered public accounting firm, as auditors for the Company for the year ending December 31, 2016.
For
For
Issuer
               
       
3. To approve, by non-binding vote, the compensation of the Company's named executive officers.
For
For
Issuer
               
Company Name
Meeting Date
Cusip
Ticker
Proposal
Vote
For/Against Management
ProposalSource
Noble Energy, Inc.
4/26/2016
655044105
NBL
1A. Election of Director: Jeffrey L. Berenson
For
For
Issuer
       
1B. Election of Director: Michael A. Cawley
For
For
Issuer
       
1C. Election of Director: Edward F. Cox
For
For
Issuer
       
1D. Election of Director: James E. Craddock
For
For
Issuer
       
1E. Election of Director: Thomas J. Edelman
For
For
Issuer
       
1F. Election of Director: Eric P. Grubman
For
For
Issuer
       
1G. Election of Director: Kirby L. Hedrick
For
For
Issuer
       
1H. Election of Director: David L. Stover
For
For
Issuer
       
1I. Election of Director: Scott D. Urban
For
For
Issuer
       
1J. Election of Director: William T. Van Kleef
For
For
Issuer
       
1K.Election of Director: Molly K. Williamson
For
For
Issuer
               
       
2. To ratify the appointment of the independent auditor by the Company's Audit Committee.
For
For
Issuer
               
       
3. To approve, in an advisory vote, executive compensation.
For
For
Issuer
               
       
4. To consider a stockholder proposal regarding proxy access, if properly presented at the meeting.
Against
For
Shareholder
               
       
5. To consider a stockholder proposal regarding climate change, if properly presented at the meeting.
Against
For
Shareholder
               
Company Name
Meeting Date
Cusip
Ticker
Proposal
Vote
For/Against Management
ProposalSource
Spectra Energy Corp
4/26/2016
847560109
SE
Election of Directors: Gregory L. Ebel
For
For
Issuer
       
Election of Directors: F. Anthony Comper
For
For
Issuer
       
Election of Directors: Austin A. Adams
For
For
Issuer
       
Election of Directors: Joseph Alvarado
For
For
Issuer
       
Election of Directors: Pamela L. Carter
For
For
Issuer
       
Election of Directors: Clarence P. Cazalot Jr.
For
For
Issuer
       
Election of Directors: Peter B. Hamilton
For
For
Issuer
       
Election of Directors: Miranda C. Hubbs
For
For
Issuer
       
Election of Directors: Michael McShane
For
For
Issuer
       
Election of Directors: Michael G. Morris
For
For
Issuer
       
Election of Directors: Michael E.J. Phelps
For
For
Issuer
               
       
Ratification of the appointment of Deloitte & Touche LLP as Spectra Energy Corp's Independent Registered Public Accounting firm for fiscal year 2016.
For
For
Issuer
               
       
Approval of Spectra Energy Corp 2007 Long-Term Incentive Plan, as amended and restated.
For
For
Issuer
               
       
Approval of Spectra Energy Corp Executive Short-Term Incentive Plan, as amended and restated.
For
For
Issuer
               
       
An advisory resolution to approve executive compensation.
For
For
Issuer
               
       
Shareholder proposal concerning disclosure of political contributions.
Against
For
Shareholder
               
       
Shareholder proposal concerning disclosure of lobbying activities.
Against
For
Shareholder
               
Company Name
Meeting Date
Cusip
Ticker
Proposal
Vote
For/Against Management
ProposalSource
DCP Midstream Partners, LP
4/28/2016
23311P100
DPM
To approve the DCP Midstream Partners, LP 2016 Long-Term Incentive Plan (the "Plan").
For
For
Issuer
               
       
To approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are insufficient votes at the time of the special meeting to approve the Plan.
For
For
Issuer
               
Company Name
Meeting Date
Cusip
Ticker
Proposal
Vote
For/Against Management
ProposalSource
Occidental Petroleum Corporation
4/29/2016
674599105
OXY
Election of Director: Spencer Abraham
For
For
Issuer
       
Election of Director: Howard I. Atkins
For
For
Issuer
       
Election of Director: Eugene L. Batchelder
For
For
Issuer
       
Election of Director: Stephen I. Chazen
For
For
Issuer
       
Election of Director: John E. Feick
For
For
Issuer
       
Election of Director: Margaret M. Foran
For
For
Issuer
       
Election of Director: Carlos M. Gutierrez
For
For
Issuer
       
Election of Director: Vicki A. Hollub
For
For
Issuer
       
Election of Director: William R. Klesse
For
For
Issuer
       
Election of Director: Avedick B. Poladian
For
For
Issuer
       
Election of Director: Elisse B. Walter
For
For
Issuer
               
       
Advisory Vote Approving Executive Compensation
For
For
Issuer
               
       
Ratification of Selection of KPMG LLP as Independent Auditors
For
For
Issuer
               
       
Review Public Policy Advocacy on Climate
Against
For
Shareholder
               
       
Carbon Legislation Impact Assessment
Against
For
Shareholder
               
       
Special Shareowner Meetings
Against
For
Shareholder
               
       
Methane Emmissions and Flaring
Against
For
Shareholder
               
Company Name
MeetingDate
Cusip
Ticker
Proposal
Vote
For/Against Management
ProposalSource
Cabot Oil & Gas Corporation
5/4/2016
127097103
COG
Election of Directors: Dorothy M. Ables
For
For
Issuer
       
Election of Directors: Rhys J. Best
For
For
Issuer
       
Election of Directors: Robert S. Boswell
For
For
Issuer
       
Election of Directors: Dan O. Dinges
For
For
Issuer
       
Election of Directors: Robert Kelley
For
For
Issuer
       
Election of Directors: W. Matt Ralls
For
For
Issuer
               
       
To ratify the appointment of the firm PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for its 2016 fiscal year.
For
For
Issuer
               
       
To approve, by non-binding advisory vote, the compensation of the Company's named executive officers.
For
For
Issuer
               
       
To consider a shareholder proposal to provide a report on the Company's political contributions.
Against
For
Shareholder
               
       
To consider a shareholder proposal to amend the Company's "proxy access" bylaw.
Against
For
Shareholder
               
Company Name
MeetingDate
Cusip
Ticker
Proposal
Vote
For/Against Management
ProposalSource
Anadarko Petroleum Corporation
5/10/2016
032511107
APC
1a. Election of Director: Anthony R. Chase
For
For
Issuer
       
1B. Election of Director: Kevin P. Chilton
For
For
Issuer
       
1C. Election of Director: H. Paulett Eberhart
For
For
Issuer
       
1D. Election of Director: Peter J. Fluor
For
For
Issuer
       
1E. Election of Director: Richard L. George
For
For
Issuer
       
1F. Election of Director: Joseph W. Gorder
For
For
Issuer
       
1G. Election of Director: John R. Gordon
For
For
Issuer
       
1H. Election of Director: Sean Gourley
For
For
Issuer
       
1I. Election of Director: Mark C. McKinley
For
For
Issuer
       
1J. Election of Director: Eric D. Mullins
For
For
Issuer
       
1K. Election of Director: R. A. Walker
For
For
Issuer
               
       
2. Ratification of appointment of KPMG LLP as Independent Auditor.
For
For
Issuer
               
       
3. Approve an amendment and restatement of the Anadarko Petroleum Corporation 2012 Omnibus Incentive Compensation Plan.
For
For
Issuer
               
       
4. Advisory vote to approve named executive officer compensation.
For
For
Issuer
               
       
5. Stockholder Proposal - Report on carbon risk.
Against
For
Shareholder
               
Company Name
Meeting Date
Cusip
Ticker
Proposal
Vote
For/Against Management
ProposalSource
Targa Resources Corp.
5/17/2016
87612G101
TRGP
Election of Directors:
1. Rene R. Joyce
2. Waters S. Davis, IV
3. Chris Tong
For
For
Issuer
               
       
Ratification of selection of independent auditors
For
For
Issuer
               
Company Name
Meeting Date
Cusip
Ticker
Proposal
Vote
For/Against Management
ProposalSource
ONEOK, Inc.
5/25/2016
682680103
OKE
Election of Director: Brian L. Derksen
For
For
Issuer
       
Election of Director: Julie H. Edwards
For
For
Issuer
       
Election of Director: John W. Gibson
For
For
Issuer
       
Election of Director: Randall J. Larson
For
For
Issuer
       
Election of Director: Steven J. Malcolm
For
For
Issuer
       
Election of Director: Kevin S. McCarthy
For
For
Issuer
       
Election of Director: Jim W. Mogg
For
For
Issuer
       
Election of Director: Pattye L. Moore
For
For
Issuer
       
Election of Director: Gary D. Parker
For
For
Issuer
       
Election of Director: Eduardo A. Rodriguez
For
For
Issuer
       
Election of Director: Terry K. Spencer
For
For
Issuer
               
       
Ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Oneok, Inc. for the year ending December 31, 2016
For
For
Issuer
               
       
An advisory vote to approve Oneok, Inc.'s executive compensation
For
For
Issuer
               
Company Name
Meeting Date
Cusip
Ticker
Proposal
Vote
For/Against Management
ProposalSource
Buckeye Partners, L.P.
6/7/2016
118230101
BPL
Election of Directors:
1. Oliver G. Richard, III
2. Clark C. Smith
3. Frank S. Sowinski
For
For
Issuer
               
       
The ratification of the selection of Deloitte & Touche LLP as Buckeye Partners, L.P.'s independent registered public accountants for 2016.
For
For
Issuer
               
Company Name
Meeting Date
Cusip
Ticker
Proposal
Vote
For/Against Management
ProposalSource
The Williams Companies, Inc.
6/27/2016
969457100
WMB
To approve the adoption of the Agreement and Plan of Merger (the "Merger Agreement") among Energy Transfer Equity, L.P., Energy Transfer Corp LP ("ETC"), Energy Transfer Corp GP, LLC, LE GP, LLC, Energy Transfer Equity GP, LLC and Williams Companies, Inc. ("WMB"), and the transactions contemplated thereby, including the merger of WMB with and into etc.
Against
Against
Issuer
               
       
To approve, on an advisory (non-binding) basis, specified compensatory arrangements between WMB and its named executive officers relating to the transactions contemplated by the Merger Agreement.
Abstain
Against
Issuer
               
       
To approve the adjournment of the special meeting from time to time, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger proposal.
Abstain
Against
Issuer
 
 


 
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.


  TORTOISE PIPELINE & ENERGY FUND, INC.  
       
Date: August 26, 2016
By:
/s/ P. Bradley Adams  
    P. Bradley Adams  
    Chief Executive Officer