FLAHERTY & CRUMRINE TOTAL RETURN FUND INC

Regulatory Filings • Aug 14, 2020

N-PX 1 flc-npx_063020.htm ANNUAL REPORT OF PROXY VOTING RECORD

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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 800

Pasadena, CA 91101

(Address of principal executive offices) (Zip code)

R. Eric Chadwick

Flaherty & Crumrine Incorporated

301 E. Colorado Boulevard, Suite 800

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, 2019 – June 30, 2020

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, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

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PROXY VOTING RECORD

FOR PERIOD JULY 1, 2019 TO JUNE 30, 2020

| REGISTRANT
NAME: Flaherty & Crumrine Total Return Fund Incorporated |
| --- |
| INVESTMENT
COMPANY ACT FILE NUMBER: 811 - 21380 |
| REPORTING
PERIOD: 07/01/2019 - 06/30/2020 |
| REGISTRANT ADDRESS:
301 E. Colorado Boulevard, Suite 800, Pasadena, California 91101 |

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
FT REAL ESTATE SECS CO	FHN	302663208	10/23/2019	Adjournment of the meeting, if necessary	Issuer	No	N/A	N/A
FT REAL ESTATE SECS CO	FHN	302663208	10/23/2019	Amend Certificate of Incorporation of company to maintain integrity and accuracy of all references to First Tennessee Bank National Association following expected conversion of bank from a federally regulated national bank to a state regulated bank	Issuer	No	N/A	N/A
MB FINANCIAL INC	FITB	55264U405	8/23/2019	Approve merger of MB Financial with and into FITB, with Fifth Third surviving the merger	Issuer	Yes	For	For

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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 8/13/2020

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

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