N-PX 1 w79599nvpx.txt FORM N-PX 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, 2009 - June 30, 2010 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, 2009 TO JUNE 30, 2010 FORM N-PX SPREADSHEET* REGISTRANT NAME: Flaherty & Crumrine / Claymore Total Return Fund Incorporated INVESTMENT COMPANY ACT FILE NUMBER: 811 - 21380 REPORTING PERIOD: 07/01/2009 - 06/30/2010 REGISTRANT ADDRESS: 301 E. Colorado Boulevard, Suite 720, Pasadena, California 91101 NAME OF SERIES (AS APPLICABLE): -------------------------------------------------------------------------------- CIT GROUP Ticker Symbol: CIT CUSIP/Security ID: 125581801 Meeting Date: 5/11/2010

FUND'S VOTE FOR OR AGAINST PROPOSAL, OR ABSTAIN; FOR WHETHER OR WITHHOLD WHETHER VOTE WHO PROPOSED FUND CAST REGARDING WAS FOR OR MATTER: ISSUER / 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 Approve compensation of CIT executives Issuer Yes For For

-------------------------------------------------------------------------------- WACHOVIA PREFERRED FUNDING Ticker Symbol: WNA-P CUSIP/Security ID: 92977V206 Meeting Date: 5/10/2010

FUND'S VOTE FOR OR AGAINST PROPOSAL, OR ABSTAIN; FOR WHETHER OR WITHHOLD WHETHER VOTE WHO PROPOSED FUND CAST REGARDING WAS FOR OR MATTER: ISSUER / VOTE ON ELECTION OF AGAINST SUMMARY OF MATTER VOTED ON SHAREHOLDER MATTER DIRECTORS MANAGEMENT ----------------------------------------------- ---------------- --------- ------------ ------------ Approve directors Issuer Yes For For

-------------------------------------------------------------------------------- XL CAPITAL Ticker Symbol: XL CUSIP/Security ID: 98372PAJ7 Meeting Date: 4/30/2010

FUND'S VOTE FOR OR AGAINST PROPOSAL, OR ABSTAIN; FOR WHETHER OR WITHHOLD WHETHER VOTE WHO PROPOSED FUND CAST REGARDING WAS FOR OR MATTER: ISSUER / VOTE ON ELECTION OF AGAINST SUMMARY OF MATTER VOTED ON SHAREHOLDER MATTER DIRECTORS MANAGEMENT ----------------------------------------------- ---------------- --------- ------------ ------------ Approve scheme of arrangement proposal Issuer Yes Against Against Solicit additional proxies if needed for scheme Issuer Yes Against Against

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 8/20/2010 --------- * Print the name and title of each signing officer under his or her signature.