FLAHERTY & CRUMRINE TOTAL RETURN FUND INC

Regulatory Filings • Aug 14, 2014

N-PX 1 fandctrf_npx.htm ANNUAL REPORT OF PROXY VOTING RECORD

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 811-21380

| Flaherty & Crumrine Total Return Fund
Incorporated |
| --- |
| (Exact name of
registrant as specified in charter) |

| 301 E. Colorado
Boulevard, Suite 720 |
| --- |
| Pasadena, CA 91101 |
| (Address of
principal executive offices) (Zip
code) |

| Donald F.
Crumrine |
| --- |
| Flaherty &
Crumrine Incorporated |
| 301 E. Colorado
Boulevard, Suite 720 |
| Pasadena, CA 91101 |
| (Name and address
of agent for service) |

Registrant's telephone number, including area code: 626-795-7300

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 (§§ 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, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

PROXY VOTING RECORD

FOR PERIOD JULY 1, 2013 TO JUNE 30, 2014

REGISTRANT NAME: Flaherty & Crumrine Total Return Fund Incorporated INVESTMENT COMPANY ACT FILE NUMBER: 811 - 21380 REPORTING PERIOD: 07/01/2013 - 06/30/2014 REGISTRANT ADDRESS: 301 E. Colorado Boulevard, Suite 720, Pasadena, California 91101 NAME OF SERIES (AS APPLICABLE): __________

| Issuer of Portfolio
Security | Exchange Ticker Symbol | CUSIP # | Shareholder Meeting
Date | Summary of Matter Voted
On | Who
Proposed Matter: Issuer / Shareholder | Whether Fund
Cast Vote on Matter | Fund's Vote For
or Against Proposal, or Abstain; For or Withhold Regarding
Election of Directors | Whether Vote Was
For or Against Management |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| CIT
Group Inc | CIT | 125581801 | 5/13/2014 | Approve auditor | Issuer | Yes | For | For |
| CIT
Group Inc | CIT | 125581801 | 5/13/2014 | Approve directors | Issuer | Yes | For | For |
| CIT
Group Inc | CIT | 125581801 | 5/13/2014 | Approve executive compensation | Issuer | Yes | For | For |
| Exelon Corporation | EXC | 30161N101 | 5/6/2014 | Approve auditor | Issuer | Yes | For | For |
| Exelon Corporation | EXC | 30161N101 | 5/6/2014 | Approve directors | Issuer | Yes | For | For |
| Exelon Corporation | EXC | 30161N101 | 5/6/2014 | Approve executive compensation | Issuer | Yes | For | For |
| Exelon Corporation | EXC | 30161N101 | 5/6/2014 | Limit on total compensation for named executive
officers | Security Holder | Yes | Against | For |
| Exelon Corporation | EXC | 30161N101 | 5/6/2014 | Renew senior executive annual incentive plan | Issuer | Yes | For | For |
| *Complete for each
series of the Registrant, as applicable. | | | | | | | | |

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 Flaherty & Crumrine Total Return Fund Incorporated

| By
(Signature and Title)* |
| --- |
| Donald F. Crumrine,
Director, Chairman of the Board and Chief Executive
Officer (principal executive officer) |

Date 8/13/2014

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