================================================================================ 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, 2010 - June 30, 2011 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, 2010 TO JUNE 30, 2011 FORM N-PX SPREADSHEET* REGISTRANT NAME: Flaherty & Crumrine / Claymore Total Return Fund Incorporated INVESTMENT COMPANY ACT FILE NUMBER: 811 - 21380 REPORTING PERIOD: 07/01/2010 - 06/30/2011 REGISTRANT ADDRESS: 301 E. Colorado Boulevard, Suite 720, Pasadena, California 91101 NAME OF SERIES (AS APPLICABLE): FUND'S VOTE FOR OR AGAINST PROPOSAL, OR ABSTAIN; FOR WHETHER WHETHER OR VOTE FUND WITHHOLD WAS FOR EXCHANGE SHAREHOLDER WHO PROPOSED CAST REGARDING OR ISSUER OF TICKER MEETING SUMMARY OF MATTER: ISSUER / VOTE ON ELECTION OF AGAINST PORTFOLIO SECURITY SYMBOL CUSIP # DATE MATTER VOTED ON SHAREHOLDER MATTER DIRECTORS MANAGEMENT -------------------- -------- ---------- ---------- ----------------------- ---------------- -------- ------------ ---------- BANK OF AMERICA CORP BAC 060505559 5/11/2011 An advisory "say Issuer Yes For For on pay" vote to approve executive compensation BANK OF AMERICA CORP BAC 060505559 5/11/2011 An advisory vote on Issuer Yes For For the frequency of future advisory "say on pay" votes BANK OF AMERICA CORP BAC 060505559 5/11/2011 Approve auditor Issuer Yes For For BANK OF AMERICA CORP BAC 060505559 5/11/2011 Approve directors Issuer Yes For For BANK OF AMERICA CORP BAC 060505559 5/11/2011 Cumulative voting Security Holder Yes Against For in contested elections BANK OF AMERICA CORP BAC 060505559 5/11/2011 Disclosure of Security Holder Yes Against For government employment BANK OF AMERICA CORP BAC 060505559 5/11/2011 Grassroots lobbying Security Holder Yes Against For BANK OF AMERICA CORP BAC 060505559 5/11/2011 Mortgage servicing Security Holder Yes Against For operations BANK OF AMERICA CORP BAC 060505559 5/11/2011 OTC Derivatives Security Holder Yes Against For trading BANK OF AMERICA CORP BAC 060505559 5/11/2011 Prohibition of certain Security Holder Yes Against For relocation benefits BANK OF AMERICA CORP BAC 060505559 5/11/2011 Recoupment of Security Holder Yes Against For incentive compensation BANK OF AMERICA CORP BAC 060505559 5/11/2011 Stockholder action Security Holder Yes Against For by written consent CIT Group Inc CIT 125581801 5/10/2011 Approve auditor Issuer Yes For For CIT Group Inc CIT 125581801 5/10/2011 Approve directors Issuer Yes For For CIT Group Inc CIT 125581801 5/10/2011 Approve executive Issuer Yes For For compensation CIT Group Inc CIT 125581801 5/10/2011 Approve holding Issuer Yes For For stockholder advisory votes on executive compensation on an annual basis CIT Group Inc CIT 125581801 5/10/2011 Approve the Issuer Yes For For employee stock purchase plan and the number of shares available for purchase WACHOVIA PFD FUNDING WFC 92977V206 5/10/2011 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/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 August 18, 2011 --------------- * Print the name and title of each signing officer under his or her signature.