UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number 811-21380
Flaherty & Crumrine/Claymore 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, 2008 - June 30, 2009
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 (Sections 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. Section 3507.
PROXY VOTING RECORD
FOR PERIOD JULY 1, 2008 TO JUNE 30, 2009
FORM N-PX SPREADSHEET*
REGISTRANT NAME: Flaherty & Crumrine /
Claymore Total Return Fund Incorporated
INVESTMENT COMPANY ACT FILE NUMBER: 811 - 21380
REPORTING PERIOD: 07/01/2008 - 06/30/2009
REGISTRANT ADDRESS: 301 E. Colorado Boulevard,
Suite 720, Pasadena,
California 91101
NAME OF SERIES (AS APPLICABLE):
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WISCONSIN POWER & LIGHT
Ticker Symbol: WIS-P CUSIP/Security ID: 976826867
Meeting Date: 5/20/2009
FUND'S VOTE FOR
OR AGAINST
PROPOSAL, OR
ABSTAIN; FOR OR
WITHHOLD WHETHER VOTE
WHO PROPOSED WHETHER FUND REGARDING WAS FOR OR
MATTER: ISSUER / CAST VOTE ON ELECTION OF AGAINST
SUMMARY OF MATTER VOTED ON SHAREHOLDER MATTER DIRECTORS MANAGEMENT
----------------------------------------------- ---------------- -------------- ----------------- ------------
Approve directors Issuer Yes For For
Approve auditor Issuer Yes For For
--------------------------------------------------------------------------------
WISCONSIN POWER & LIGHT
Ticker Symbol: WIS-P CUSIP/Security ID: 976826875
Meeting Date: 5/20/2009
FUND'S VOTE FOR
OR AGAINST
PROPOSAL, OR
ABSTAIN; FOR OR
WITHHOLD WHETHER VOTE
WHO PROPOSED WHETHER FUND REGARDING WAS FOR OR
MATTER: ISSUER / CAST VOTE ON ELECTION OF AGAINST
SUMMARY OF MATTER VOTED ON SHAREHOLDER MATTER DIRECTORS MANAGEMENT
----------------------------------------------- ---------------- -------------- ----------------- ------------
Approve directors Issuer Yes For For
Approve auditor Issuer Yes For For
--------------------------------------------------------------------------------
WACHOVIA PREFERRED FUNDING
Ticker Symbol: WNA-P CUSIP/Security ID: 92977V206
Meeting Date: 5/11/2009
FUND'S VOTE FOR
OR AGAINST
PROPOSAL, OR
ABSTAIN; FOR OR
WITHHOLD WHETHER VOTE
WHO PROPOSED WHETHER FUND REGARDING WAS FOR OR
MATTER: ISSUER / CAST VOTE ON ELECTION OF AGAINST
SUMMARY OF MATTER VOTED ON SHAREHOLDER MATTER DIRECTORS MANAGEMENT
----------------------------------------------- ---------------- -------------- ----------------- ------------
Approve directors Issuer Yes For For
--------------------------------------------------------------------------------
BANK OF AMERICA
Ticker Symbol: BAC CUSIP/Security ID: 060505583
Meeting Date: 4/29/2009
FUND'S VOTE FOR
OR AGAINST
PROPOSAL, OR
ABSTAIN; FOR OR
WITHHOLD WHETHER VOTE
WHO PROPOSED WHETHER FUND REGARDING WAS FOR OR
MATTER: ISSUER / CAST VOTE ON ELECTION OF AGAINST
SUMMARY OF MATTER VOTED ON SHAREHOLDER MATTER DIRECTORS MANAGEMENT
----------------------------------------------- ---------------- -------------- ----------------- ------------
Approve directors Issuer Yes For For
Approve auditor Issuer Yes For For
Advisory vote approving executive comp Issuer Yes For For
Disclosure of government employment Security Holder Yes Against For
Advisory vote on exec. comp. Security Holder Yes Against For
Cumulative voting Security Holder Yes Against For
Special stockholder meetings Security Holder Yes Against For
Independent Board Chairman Security Holder Yes Against For
Predatory credit card lending practices Security Holder Yes Against For
Adoption of principles for healthcare reform Security Holder Yes Against For
Limits on executive compensation Security Holder Yes Against For
--------------------------------------------------------------------------------
BANK OF AMERICA
Ticker Symbol: BAC CUSIP/Security ID: 060505567
Meeting Date: 4/29/2009
FUND'S VOTE FOR
OR AGAINST
PROPOSAL, OR
ABSTAIN; FOR OR
WITHHOLD WHETHER VOTE
WHO PROPOSED WHETHER FUND REGARDING WAS FOR OR
MATTER: ISSUER / CAST VOTE ON ELECTION OF AGAINST
SUMMARY OF MATTER VOTED ON SHAREHOLDER MATTER DIRECTORS MANAGEMENT
----------------------------------------------- ---------------- -------------- ----------------- ------------
Approve directors Issuer Yes For For
Approve auditor Issuer Yes For For
Advisory vote approving executive comp Issuer Yes For For
Disclosure of government employment Security Holder Yes Against For
Advisory vote on exec. comp. Security Holder Yes Against For
Cumulative voting Security Holder Yes Against For
Special stockholder meetings Security Holder Yes Against For
Independent Board Chairman Security Holder Yes Against For
Predatory credit card lending practices Security Holder Yes Against For
Adoption of principles for healthcare reform Security Holder Yes Against For
Limits on executive compensation Security Holder Yes Against For
--------------------------------------------------------------------------------
BANK OF AMERICA
Ticker Symbol: BAC CUSIP/Security ID: 060505633
Meeting Date: 4/29/2009
FUND'S VOTE FOR
OR AGAINST
PROPOSAL, OR
ABSTAIN; FOR OR
WITHHOLD WHETHER VOTE
WHO PROPOSED WHETHER FUND REGARDING WAS FOR OR
MATTER: ISSUER / CAST VOTE ON ELECTION OF AGAINST
SUMMARY OF MATTER VOTED ON SHAREHOLDER MATTER DIRECTORS MANAGEMENT
----------------------------------------------- ---------------- -------------- ----------------- ------------
Approve directors Issuer Yes For For
Approve auditor Issuer Yes For For
Advisory vote approving executive comp Issuer Yes For For
Disclosure of government employment Security Holder Yes Against For
Advisory vote on exec. comp. Security Holder Yes Against For
Cumulative voting Security Holder Yes Against For
Special stockholder meetings Security Holder Yes Against For
Independent Board Chairman Security Holder Yes Against For
Predatory credit card lending practices Security Holder Yes Against For
Adoption of principles for healthcare reform Security Holder Yes Against For
Limits on executive compensation Security Holder Yes Against For
--------------------------------------------------------------------------------
HBOS PLC
Ticker Symbol: HBOS CUSIP/Security ID: 42205MAC0
Meeting Date: 12/12/2008
FUND'S VOTE FOR
OR AGAINST
PROPOSAL, OR
ABSTAIN; FOR OR
WITHHOLD WHETHER VOTE
WHO PROPOSED WHETHER FUND REGARDING WAS FOR OR
MATTER: ISSUER / CAST VOTE ON ELECTION OF AGAINST
SUMMARY OF MATTER VOTED ON SHAREHOLDER MATTER DIRECTORS MANAGEMENT
----------------------------------------------- ---------------- -------------- ----------------- ------------
BONY Mellon will consent to preference scheme Issuer Yes For For
Approval of preference share scheme Issuer Yes For For
Reduction of share capital 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/Claymore Total Return Fund Incorporated
By (Signature and Title)* /s/ Donald F. Crumrine
-------------------------------------
Donald F. Crumrine, Director,
Chairman of the Board and Chief
Executive Officer
(Principal Executive Officer)
Date 8/20/2009
--------------------------------
* Print the name and title of each signing officer under his or her
signature.