================================================================================ 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: 811-5410 ----------------- ING PRIME RATE TRUST (Exact name of registrant as specified in charter) ----------------- 7337 E. Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258 (Address of principal executive offices) (Zip code) (Name and address of agent for service) With copies to: Theresa K. Kelety, Esq. Jeffrey S. Puretz, Esq. ING Investments, LLC Dechert LLP 7337 E. Doubletree Ranch Road, Suite 100 1900 K Street, N.W. Scottsdale, AZ 85258 Washington, DC 20006 Registrant's telephone number, including area code: (800) 992-0180 ----------------- Date of fiscal year end: February 28 Date of reporting period: July 1, 2012 - June 30, 2013 ================================================================================ Item 1. Proxy Voting Record ******************************* FORM N-PX REPORT ******************************* ICA File Number: 811-05410 Reporting Period: 07/01/2012 - 06/30/2013 ING Prime Rate Trust ============================= ING Prime Rate Trust ============================= CUMULUS MEDIA INC. Ticker: CMLS Security ID: 231082108 Meeting Date: MAY 10, 2013 Meeting Type: Annual Record Date: APR 05, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lewis W. Dickey, Jr. For For Management 1.2 Elect Director Ralph B. Everett For For Management 1.3 Elect Director Alexis Glick For For Management 1.4 Elect Director Jeffrey A. Marcus For For Management 1.5 Elect Director Arthur J. Reimers For For Management 1.6 Elect Director Robert H. Sheridan, III For For Management 1.7 Elect Director David M. Tolley For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- HAWAIIAN TELCOM HOLDCO, INC. Ticker: HCOM Security ID: 420031106 Meeting Date: MAY 03, 2013 Meeting Type: Annual Record Date: MAR 12, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard A. Jalkut For For Management 1.2 Elect Director Kurt M. Cellar For For Management 1.3 Elect Director Walter A. Dods, Jr. For For Management 1.4 Elect Director Warren H. Haruki For For Management 1.5 Elect Director Steven C. Oldham For For Management 1.6 Elect Director Bernard R. Phillips, III For For Management 1.7 Elect Director Eric K. Yeaman For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- LYONDELLBASELL INDUSTRIES NV Ticker: LYB Security ID: N53745100 Meeting Date: MAY 22, 2013 Meeting Type: Annual Record Date: APR 24, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jacques Aigrain For For Management 1.2 Elect Director Scott M. Kleinman For For Management 1.3 Elect Director Bruce A. Smith For For Management 2 Adopt Financial Statements and For For Management Statutory Reports 3 Approve Discharge of Management Board For For Management 4 Approve Discharge of Supervisory Board For For Management 5 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 6 Ratify PricewaterhouseCoopers as For For Management Auditors 7 Approve Remuneration of Supervisory For For Management Board 8 Approve Dividends of USD 4.20 Per Share For For Management 9 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 10 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 11 Approve Cancellation of up to 10 For For Management Percent of Issued Share Capital in Treasury Account 12 Amend Articles of Association For For Management -------------------------------------------------------------------------------- MEGA BRANDS INC. Ticker: MB Security ID: 58515N303 Meeting Date: MAY 02, 2013 Meeting Type: Annual Record Date: MAR 27, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Victor J. Bertrand Sr. For For Management 1.2 Elect Director Marc Bertrand For For Management 1.3 Elect Director Vic Bertrand For For Management 1.4 Elect Director Nicola Di Iorio For For Management 1.5 Elect Director Bill Gregson For For Management 1.6 Elect Director Joe Marsilii For For Management 1.7 Elect Director Tom P. Muir For For Management 1.8 Elect Director Paul Rivett For For Management 2 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration -------------------------------------------------------------------------------- MGM HOLDINGS INC. Ticker: Security ID: 591610100 Meeting Date: DEC 14, 2012 Meeting Type: Annual Record Date: NOV 13, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gary Barber For For Management 1.2 Elect Director James Dondero For For Management 1.3 Elect Director Jason O. Hirschhorn For For Management 1.4 Elect Director Peter Liguori For For Management 1.5 Elect Director Ann Mather For For Management 1.6 Elect Director Fredric G. Reynolds For For Management 1.7 Elect Director Kevin Ulrich For For Management -------------------------------------------------------------------------------- SUPERMEDIA INC. Ticker: SPMD Security ID: 868447103 Meeting Date: MAR 13, 2013 Meeting Type: Special Record Date: JAN 25, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Advisory Vote on Golden Parachutes For Against Management 3 Adjourn Meeting For For Management 4 Approve Restructuring Plan For For Management ========== END N-PX 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. ING PRIME RATE TRUST By: /s/ Shaun P. Mathews ------------------------------------- Shaun P. Mathews President and Chief Executive Officer Date: August 23, 2013