FLAHERTY & CRUMRINE TOTAL RETURN FUND INC

Regulatory Filings • Aug 30, 2016

N-PX/A 1 fandcflc3125261_2-npxa.htm AMENDMENT TO 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)

R. Eric Chadwick
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, 2015 – June 30, 2016

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, 2015 TO JUNE 30, 2016

REGISTRANT NAME: Flaherty & Crumrine Total Return Fund Incorporated INVESTMENT COMPANY ACT FILE NUMBER: 811 - 21380 REPORTING PERIOD: 07/01/2015 - 06/30/2016 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 | 5/10/2016 | Change
voting requirement for removal of directors to simple from supermajority | Issuer | No | N/A | N/A |
| CIT
Group Inc | CIT | 125581801 | 5/10/2016 | Approve amendment to remove Article Twelfth | Issuer | No | N/A | N/A |
| CIT
Group Inc | CIT | 125581801 | 5/10/2016 | Approve executive compensation | Issuer | No | N/A | N/A |
| CIT
Group Inc | CIT | 125581801 | 5/10/2016 | Approve the 2016 omnibus incentive plan | Issuer | No | N/A | N/A |
| CIT
Group Inc | CIT | 125581801 | 5/10/2016 | Approve directors | Issuer | No | N/A | N/A |
| CIT
Group Inc | CIT | 125581801 | 5/10/2016 | Approve auditor | Issuer | No | N/A | N/A |
| FT
REAL ESTATE SECS CO | FHN | 302663208 | 6/8/2016 | Approve directors | Issuer | Yes | Withhold All | For |
| PARTNERRE LTD | PRE | G68603508 | 11/19/2015 | Approve meeting adjournment to solicit additional
proxies | Issuer | No | N/A | N/A |
| PARTNERRE LTD | PRE | G68603508 | 11/19/2015 | Approve merger | Issuer | No | N/A | N/A |
| *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)* |
| --- |
| R. Eric Chadwick,
Chief Executive Officer and President (principal executive
officer) |

Date 8/29/16

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