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 811-22405
ClearBridge MLP and Midstream Fund Inc.
(Exact name of registrant as specified in charter)
620 EIGHTH AVENUE, 49TH FLOOR, NEW YORK, NEW YORK 10018
(Address of principal executive offices) (Zip code)
Thomas C. Mandia, Esq.
100 First Stamford Place
Stamford, Connecticut 06902
(Name and address of agent for service)
Registrant’s telephone number, including area code: 1-888-777-0102
Date of fiscal year end: November 30
Date of reporting period: July 1, 2019–June 30, 2020
Item 1. Proxy Voting Record
******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-22405
Reporting Period: 07/01/2019 - 06/30/2020
ClearBridge MLP and Midstream Fund Inc.
=================== ClearBridge MLP and Midstream Fund Inc. ====================
ANTERO MIDSTREAM CORPORATION
Ticker: AM Security ID: 03676B102
Meeting Date: JUN 17, 2020 Meeting Type: Annual
Record Date: APR 22, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director W. Howard Keenan, Jr. For For Management
1.2 Elect Director Peter A. Dea For For Management
1.3 Elect Director Janine J. McArdle 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
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BUCKEYE PARTNERS, L.P.
Ticker: BPL Security ID: 118230101
Meeting Date: JUL 31, 2019 Meeting Type: Special
Record Date: JUN 24, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Advisory Vote on Golden Parachutes For For Management
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ENBRIDGE INC.
Ticker: ENB Security ID: 29250N105
Meeting Date: MAY 05, 2020 Meeting Type: Annual
Record Date: MAR 09, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Pamela L. Carter For For Management
1.2 Elect Director Marcel R. Coutu For For Management
1.3 Elect Director Susan M. Cunningham For For Management
1.4 Elect Director Gregory L. Ebel For For Management
1.5 Elect Director J. Herb England For For Management
1.6 Elect Director Charles W. Fischer For For Management
1.7 Elect Director Gregory J. Goff For For Management
1.8 Elect Director V. Maureen Kempston For For Management
Darkes
1.9 Elect Director Teresa S. Madden For For Management
1.10 Elect Director Al Monaco For For Management
1.11 Elect Director Dan C. Tutcher For For Management
2 Approve PricewaterhouseCoopers LLP as For For Management
Auditors and Authorize Board to Fix
Their Remuneration
3 Approve Shareholder Rights Plan For For Management
4 Amend By-Law No. 1 of Enbridge For For Management
5 Advisory Vote on Executive For For Management
Compensation Approach
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EQM MIDSTREAM PARTNERS, LP
Ticker: EQM Security ID: 26885B100
Meeting Date: JUN 15, 2020 Meeting Type: Special
Record Date: APR 29, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
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GOLAR LNG PARTNERS LP
Ticker: GMLP Security ID: Y2745C102
Meeting Date: SEP 27, 2019 Meeting Type: Annual
Record Date: AUG 01, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Alf Thorkildsen For For Management
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KINDER MORGAN, INC.
Ticker: KMI Security ID: 49456B101
Meeting Date: MAY 13, 2020 Meeting Type: Annual
Record Date: MAR 16, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Richard D. Kinder For For Management
1.2 Elect Director Steven J. Kean For For Management
1.3 Elect Director Kimberly A. Dang For For Management
1.4 Elect Director Ted A. Gardner For For Management
1.5 Elect Director Anthony W. Hall, Jr. For For Management
1.6 Elect Director Gary L. Hultquist For For Management
1.7 Elect Director Ronald L. Kuehn, Jr. For For Management
1.8 Elect Director Deborah A. Macdonald For For Management
1.9 Elect Director Michael C. Morgan For For Management
1.10 Elect Director Arthur C. Reichstetter For For Management
1.11 Elect Director Fayez Sarofim For For Management
1.12 Elect Director C. Park Shaper For For Management
1.13 Elect Director William A. Smith For For Management
1.14 Elect Director Joel V. Staff For For Management
1.15 Elect Director Robert F. Vagt For For Management
1.16 Elect Director Perry M. Waughtal For For Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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MACQUARIE INFRASTRUCTURE CORPORATION
Ticker: MIC Security ID: 55608B105
Meeting Date: MAY 14, 2020 Meeting Type: Annual
Record Date: MAR 19, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Amanda M. Brock For For Management
1b Elect Director Norman H. Brown, Jr. For For Management
1c Elect Director Christopher Frost For For Management
1d Elect Director Maria Jelescu-Dreyfus For For Management
1e Elect Director Ronald Kirk For For Management
1f Elect Director H.E. (Jack) Lentz For For Management
1g Elect Director Ouma Sananikone For For Management
2 Ratify KPMG LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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MAGELLAN MIDSTREAM PARTNERS, L.P.
Ticker: MMP Security ID: 559080106
Meeting Date: APR 23, 2020 Meeting Type: Annual
Record Date: FEB 24, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Chansoo Joung For For Management
1.2 Elect Director Michael N. Mears For For Management
1.3 Elect Director James R. Montague For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Ernst & Young LLP as Auditors For For Management
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NUSTAR ENERGY L.P.
Ticker: NS Security ID: 67058H102
Meeting Date: APR 28, 2020 Meeting Type: Annual
Record Date: MAR 02, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William E. Greehey For For Management
1.2 Elect Director Jelynne LeBlanc-Burley For For Management
1.3 Elect Director Robert J. Munch For For Management
2 Ratify KPMG LLP as Auditors For For Management
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ONEOK, INC.
Ticker: OKE Security ID: 682680103
Meeting Date: MAY 20, 2020 Meeting Type: Annual
Record Date: MAR 23, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Brian L. Derksen For For Management
1.2 Elect Director Julie H. Edwards For For Management
1.3 Elect Director John W. Gibson For For Management
1.4 Elect Director Mark W. Helderman For For Management
1.5 Elect Director Randall J. Larson For For Management
1.6 Elect Director Steven J. Malcolm For For Management
1.7 Elect Director Jim W. Mogg For For Management
1.8 Elect Director Pattye L. Moore For For Management
1.9 Elect Director Gary D. Parker For For Management
1.10 Elect Director Eduardo A. Rodriguez For For Management
1.11 Elect Director Terry K. Spencer For For Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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PLAINS ALL AMERICAN PIPELINE, L.P.
Ticker: PAA Security ID: 726503105
Meeting Date: MAY 20, 2020 Meeting Type: Annual
Record Date: MAR 23, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Alexandra Pruner For For Management
1.2 Elect Director Lawrence M. Ziemba For For Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditor
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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PLAINS GP HOLDINGS, L.P.
Ticker: PAGP Security ID: 72651A207
Meeting Date: MAY 20, 2020 Meeting Type: Annual
Record Date: MAR 23, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Alexandra Pruner For For Management
1.2 Elect Director Lawrence M. Ziemba For For Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditor
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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SEMGROUP CORPORATION
Ticker: SEMG Security ID: 81663A105
Meeting Date: DEC 04, 2019 Meeting Type: Special
Record Date: OCT 25, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Advisory Vote on Golden Parachutes For For Management
3 Adjourn Meeting For For Management
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TARGA RESOURCES CORP.
Ticker: TRGP Security ID: 87612G101
Meeting Date: MAY 19, 2020 Meeting Type: Annual
Record Date: MAR 23, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Charles R. Crisp For For Management
1.2 Elect Director Laura C. Fulton For For Management
1.3 Elect Director James W. Whalen For For Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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THE WILLIAMS COMPANIES, INC.
Ticker: WMB Security ID: 969457100
Meeting Date: APR 28, 2020 Meeting Type: Annual
Record Date: FEB 28, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Alan S. Armstrong For For Management
1.2 Elect Director Stephen W. Bergstrom For For Management
1.3 Elect Director Nancy K. Buese For For Management
1.4 Elect Director Stephen I. Chazen For For Management
1.5 Elect Director Charles I. Cogut For For Management
1.6 Elect Director Michael A. Creel For For Management
1.7 Elect Director Vicki L. Fuller For For Management
1.8 Elect Director Peter A. Ragauss For For Management
1.9 Elect Director Scott D. Sheffield For For Management
1.10 Elect Director Murray D. Smith For For Management
1.11 Elect Director William H. Spence For For Management
2 Amend Omnibus Stock Plan For For Management
3 Amend Qualified Employee Stock For For Management
Purchase Plan
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
5 Ratify Ernst & Young LLP as Auditors For For 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.
| ClearBridge MLP and Midstream Fund Inc. |
| By: | /s/ Jane Trust Jane Trust Chairman, President and Chief Executive Officer |
| Date: | August 17, 2020 |