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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-5448
TOTAL RETURN VARIABLE ACCOUNT
(Exact name of registrant as specified in charter)
500 Boylston Street, Boston, Massachusetts 02116
(Address of principal executive offices) (Zip code)
Susan S. Newton
Massachusetts Financial Services Company
500 Boylston Street
Boston, Massachusetts 02116
(Name and address of agents for service)
Registrant's telephone number, including area code: (617) 954-5000
Date of fiscal year end: December 31
Date of reporting period: July 1, 2011 - December 2, 2011*
* As of December 2, 2011, the Registrant reorganized into the MFS Total
Return Portfolio, a series of MFS Variable Insurance Trust II. The
Reporting Period of the Registrant is 07/01/2011 - 12/02/2011.
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ITEM 1. PROXY VOTING RECORD.
******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-05448
Reporting Period: 07/01/2011 - 12/02/2011
Total Return Variable Account
======================== TOTAL RETURN VARIABLE ACCOUNT =========================
AIRGAS, INC.
Ticker: ARG Security ID: 009363102
Meeting Date: AUG 29, 2011 Meeting Type: Annual
Record Date: JUL 01, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Peter McCausland For Withhold Management
1.2 Elect Director Lee M. Thomas For Withhold Management
1.3 Elect Director John C. van Roden, Jr. For Withhold Management
1.4 Elect Director Ellen C. Wolf For Withhold Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named Executive For Against Management
Officers' Compensation
4 Advisory Vote on Say on Pay Frequency One Year One Year Management
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DIAGEO PLC
Ticker: DGE Security ID: G42089113
Meeting Date: OCT 19, 2011 Meeting Type: Annual
Record Date: OCT 17, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Accept Financial Statements and For For Management
Statutory Reports
2 Approve Remuneration Report For For Management
3 Approve Final Dividend For For Management
4 Re-elect Peggy Bruzelius as Director For For Management
5 Re-elect Laurence Danon as Director For For Management
6 Re-elect Lord Davies of Abersoch as For For Management
Director
7 Re-elect Betsy Holden as Director For For Management
8 Re-elect Dr Franz Humer as Director For For Management
9 Re-elect Deirdre Mahlan as Director For For Management
10 Re-elect Philip Scott as Director For For Management
11 Re-elect Todd Stitzer as Director For For Management
12 Re-elect Paul Walsh as Director For For Management
13 Reappoint KPMG Audit plc as Auditors of For For Management
the Company
14 Authorise Board to Fix Remuneration of For For Management
Auditors
15 Authorise Issue of Equity with For For Management
Pre-emptive Rights
16 Authorise Issue of Equity without For For Management
Pre-emptive Rights
17 Authorise Market Purchase For For Management
18 Authorise EU Political Donations and For For Management
Expenditure
19 Authorise the Company to Call EGM with For For Management
Two Weeks' Notice
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GENERAL MILLS, INC.
Ticker: GIS Security ID: 370334104
Meeting Date: SEP 26, 2011 Meeting Type: Annual
Record Date: JUL 28, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Bradbury H. Anderson For For Management
2 Elect Director R. Kerry Clark For For Management
3 Elect Director Paul Danos For For Management
4 Elect Director William T. Esrey For For Management
5 Elect Director Raymond V. Gilmartin For For Management
6 Elect Director Judith Richards Hope For For Management
7 Elect Director Heidi G. Miller For For Management
8 Elect Director Hilda Ochoa-Brillembourg For For Management
9 Elect Director Steve Odland For For Management
10 Elect Director Kendall J. Powell For For Management
11 Elect Director Michael D. Rose For For Management
12 Elect Director Robert L. Ryan For For Management
13 Elect Director Dorothy A. Terrell For For Management
14 Approve Omnibus Stock Plan For Against Management
15 Approve Non-Employee Director Omnibus For Against Management
Stock Plan
16 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
17 Advisory Vote on Say on Pay Frequency One Year One Year Management
18 Ratify Auditors For For Management
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MEDTRONIC, INC.
Ticker: MDT Security ID: 585055106
Meeting Date: AUG 25, 2011 Meeting Type: Annual
Record Date: JUN 27, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Director Richard H. Anderson For For Management
1.2 Director David L. Calhoun For For Management
1.3 Elect Director Victor J. Dzau For For Management
1.4 Elect Director Omar Ishrak For For Management
1.5 Elect Director Shirley Ann Jackson For For Management
1.6 Elect Director James T. Lenehan For For Management
1.7 Elect Director Denise M. O'Leary For For Management
1.8 Elect Director Kendall J. Powell For For Management
1.9 Elect Director Robert C. Pozen For For Management
1.10 Elect Director Jean-Pierre Rosso For For Management
1.11 Elect Director Jack W. Schuler For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
4 Advisory Vote on Say on Pay Frequency One Year One Year Management
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MICROCHIP TECHNOLOGY INCORPORATED
Ticker: MCHP Security ID: 595017104
Meeting Date: AUG 19, 2011 Meeting Type: Annual
Record Date: JUN 24, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Steve Sanghi For For Management
1.2 Elect Director Albert J. Hugo-Martinez For For Management
1.3 Elect Director L.b. Day For For Management
1.4 Elect Director Matthew W. Chapman For For Management
1.5 Elect Director Wade F. Meyercord For For Management
2 Amend Executive Incentive Bonus Plan For For Management
3 Ratify Auditors For For Management
4 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
5 Advisory Vote on Say on Pay Frequency Three One Year Management
Years
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MICROSOFT CORPORATION
Ticker: MSFT Security ID: 594918104
Meeting Date: NOV 15, 2011 Meeting Type: Annual
Record Date: SEP 02, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Steven A. Ballmer For For Management
2 Elect Director Dina Dublon For For Management
3 Elect Director William H. Gates, III For For Management
4 Elect Director Raymond V. Gilmartin For For Management
5 Elect Director Reed Hastings For For Management
6 Elect Director Maria M. Klawe For For Management
7 Elect Director David F. Marquardt For For Management
8 Elect Director Charles H. Noski For For Management
9 Elect Director Helmut Panke For For Management
10 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
11 Advisory Vote on Say on Pay Frequency One Year One Year Management
12 Ratify Auditors For For Management
13 Amend Bylaws to Establish a Board Against Against Shareholder
Committee on Environmental
Sustainability
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NIKE, INC.
Ticker: NKE Security ID: 654106103
Meeting Date: SEP 19, 2011 Meeting Type: Annual
Record Date: JUL 25, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Alan B. Graf, Jr. For For Management
1.2 Elect Director John C. Lechleiter For For Management
1.3 Elect Director Phyllis M. Wise For Withhold Management
2 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
3 Advisory Vote on Say on Pay Frequency One Year One Year Management
4 Ratify Auditors For For Management
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ORACLE CORPORATION
Ticker: ORCL Security ID: 68389X105
Meeting Date: OCT 12, 2011 Meeting Type: Annual
Record Date: AUG 15, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jeffrey S. Berg For Withhold Management
1.2 Elect Director H. Raymond Bingham For Withhold Management
1.3 Elect Director Michael J. Boskin For Withhold Management
1.4 Elect Director Safra A. Catz For Withhold Management
1.5 Elect Director Bruce R. Chizen For Withhold Management
1.6 Elect Director George H. Conrades For Withhold Management
1.7 Elect Director Lawrence J. Ellison For Withhold Management
1.8 Elect Director Hector Garcia-Molina For Withhold Management
1.9 Elect Director Jeffrey O. Henley For Withhold Management
1.10 Elect Director Mark V. Hurd For Withhold Management
1.11 Elect Director Donald L. Lucas For Withhold Management
1.12 Director Naomi O. Seligman For Withhold Management
2 Advisory Vote to Ratify Named Executive For Against Management
Officers' Compensation
3 Advisory Vote on Say on Pay Frequency None One Year Management
4 Ratify Auditors For For Management
5 Stock Retention/Holding Period Against Against Shareholder
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PRECISION CASTPARTS CORP.
Ticker: PCP Security ID: 740189105
Meeting Date: AUG 16, 2011 Meeting Type: Annual
Record Date: JUN 14, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Don R. Graber For For Management
1.2 Elect Director Lester L. Lyles For For Management
1.3 Elect Director Timothy A. Wicks For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
4 Advisory Vote on Say on Pay Frequency One Year One Year Management
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THE J. M. SMUCKER COMPANY
Ticker: SJM Security ID: 832696405
Meeting Date: AUG 17, 2011 Meeting Type: Annual
Record Date: JUN 22, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Vincent C. Byrd For For Management
2 Elect Director R. Douglas Cowan For For Management
3 Elect Director Elizabeth Valk Long For For Management
4 Elect Director Mark T. Smucker For For Management
5 Ratify Auditors For For Management
6 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
7 Advisory Vote on Say on Pay Frequency One Year One Year Management
8 Prepare Sustainability Report Against Against Shareholder
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THE PROCTER & GAMBLE COMPANY
Ticker: PG Security ID: 742718109
Meeting Date: OCT 11, 2011 Meeting Type: Annual
Record Date: AUG 12, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Angela F. Braly For For Management
2 Elect Director Kenneth I. Chenault For For Management
3 Elect Director Scott D. Cook For For Management
4 Elect Director Susan Desmond-Hellmann For For Management
5 Elect Director Robert A. McDonald For For Management
6 Elect Director W. James McNerney, Jr. For For Management
7 Elect Director Johnathan A. Rodgers For For Management
8 Elect Director Margaret C. Whitman For For Management
9 Elect Director Mary Agnes Wilderotter For For Management
10 Elect Director Patricia A. Woertz For For Management
11 Elect Director Ernesto Zedillo For For Management
12 Ratify Auditors For For Management
13 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
14 Advisory Vote on Say on Pay Frequency One Year One Year Management
15 Amend Articles of Incorporation For For Management
16 Provide for Cumulative Voting Against Against Shareholder
17 Phase Out Use of Laboratory Animals in Against Against Shareholder
Pet Food Product Testing
18 Report on Political Contributions and Against Against Shareholder
Provide Advisory Vote
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VODAFONE GROUP PLC
Ticker: VOD Security ID: G93882135
Meeting Date: JUL 26, 2011 Meeting Type: Annual
Record Date: JUL 22, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Accept Financial Statements and For For Management
Statutory Reports
2 Elect Gerard Kleisterlee as Director For For Management
3 Re-elect John Buchanan as Director For For Management
4 Re-elect Vittorio Colao as Director For For Management
5 Re-elect Michel Combes as Director For For Management
6 Re-elect Andy Halford as Director For For Management
7 Re-elect Stephen Pusey as Director For For Management
8 Elect Renee James as Director For For Management
9 Re-elect Alan Jebson as Director For For Management
10 Re-elect Samuel Jonah as Director For For Management
11 Re-elect Nick Land as Director For For Management
12 Re-elect Anne Lauvergeon as Director For For Management
13 Re-elect Luc Vandevelde as Director For For Management
14 Re-elect Anthony Watson as Director For For Management
15 Re-elect Philip Yea as Director For For Management
16 Approve Final Dividend For For Management
17 Approve Remuneration Report For For Management
18 Reappoint Deloitte LLP as Auditors For For Management
19 Authorise Audit Committee to Fix For For Management
Remuneration of Auditors
20 Authorise Issue of Equity with For For Management
Pre-emptive Rights
21 Authorise Issue of Equity without For For Management
Pre-emptive Rights
22 Authorise Market Purchase For For Management
23 Authorise the Company to Call EGM with For For Management
Two Weeks' Notice
========== END NPX 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.
Registrant: TOTAL RETURN VARIABLE ACCOUNT
By (Signature and Title): MARIA F. DIORIODWYER*
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Maria F. DiOrioDwyer, Principal Executive Officer
Date: December 20, 2011
*By (Signature and Title) /s/ Susan S. Newton
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Susan S. Newton, as attorney-in-fact
* Executed by Susan S. Newton on behalf of Maria F. DiOrioDwyer pursuant to a
Power of Attorney dated October 26, 2010. (1)
(1) Incorporated by reference to MFS Series Trust XIII (File Nos. 2-74959 and
811-3327) Post-Effective Amendment No. 45 filed with the SEC via EDGAR on
March 10, 2011.