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, 2022 – June 30, 2023
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 (17 CFR 239.24 and 274.5), 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.
PROXY VOTING RECORD
FOR PERIOD JULY 1, 2022 TO JUNE 30, 2023
REGISTRANT NAME: Flaherty & Crumrine Total Return Fund Incorporated
INVESTMENT COMPANY ACT FILE NUMBER: 811 - 21380
REPORTING PERIOD: 07/01/2022 - 06/30/2023
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 |
| FIFTH THIRD BANCORP | FITB | 316773886 | 4/18/2023 | Approve auditor | Issuer | Yes | For | For |
| FIFTH THIRD BANCORP | FITB | 316773886 | 4/18/2023 | Approve compensation of named executive officers | Issuer | Yes | For | For |
| FIFTH THIRD BANCORP | FITB | 316773886 | 4/18/2023 | Approve directors | Issuer | Yes | For | For |
| LINCOLN NATIONAL CORPORATION | LNC | 534187885 | 5/25/2023 | Approve a one year frequency of future advisory resolutions on executive compensation | Issuer | Yes | For | For |
| LINCOLN NATIONAL CORPORATION | LNC | 534187885 | 5/25/2023 | Approve amendment to Lincoln’s 2020 incentive compensation plan | Issuer | Yes | For | For |
| LINCOLN NATIONAL CORPORATION | LNC | 534187885 | 5/25/2023 | Approve auditor | Issuer | Yes | For | For |
| LINCOLN NATIONAL CORPORATION | LNC | 534187885 | 5/25/2023 | Approve directors | Issuer | Yes | For | For |
| LINCOLN NATIONAL CORPORATION | LNC | 534187885 | 5/25/2023 | Approve executive compensation | Issuer | Yes | For | For |
| LINCOLN NATIONAL CORPORATION | LNC | 534187885 | 5/25/2023 | Approve proposal to amend governing documents to provide an independent Chair of the Board | Security Holder | Yes | Against | For |
| LINCOLN NATIONAL CORPORATION | LNC | 534187885 | 5/25/2023 | Approve proposal to require shareholder ratification of executive termination pay | Security Holder | Yes | Against | For |
| LINCOLN NATIONAL CORPORATION | LNC | 534187BR9 | 5/25/2023 | Approve a one year frequency of future advisory resolutions on compensation of named executive officers | Issuer | Yes | For | For |
| LINCOLN NATIONAL CORPORATION | LNC | 534187BR9 | 5/25/2023 | Approve a proposal to require shareholder ratification of executive termination pay | Security Holder | Yes | Against | For |
| LINCOLN NATIONAL CORPORATION | LNC | 534187BR9 | 5/25/2023 | Approve amendment to governing documents to provide an independent Chair of the Board | Security Holder | Yes | Against | For |
| LINCOLN NATIONAL CORPORATION | LNC | 534187BR9 | 5/25/2023 | Approve amendment to the 2020 Incentive Compensation Plan | Issuer | Yes | For | For |
| LINCOLN NATIONAL CORPORATION | LNC | 534187BR9 | 5/25/2023 | Approve auditor | Issuer | Yes | For | For |
| LINCOLN NATIONAL CORPORATION | LNC | 534187BR9 | 5/25/2023 | Approve compensation of named executive officers | Issuer | Yes | For | For |
| LINCOLN NATIONAL CORPORATION | LNC | 534187BR9 | 5/25/2023 | Approve Directors | 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)* | /s/ R. Eric Chadwick |
| R. Eric Chadwick, Chief Executive Officer and President | |
| (Principal Executive Officer) |
| Date | 8/16/2023 |
*Print the name and title of each signing officer under his or her signature.