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: 811-07390
Boulder Total Return Fund, Inc.
(Exact name of registrant as specified in charter)
2344 Spruce Street, Suite A
Boulder, CO 80302
(Address of principal executive offices) (Zip code)
Stephen C. Miller
2344 Spruce Street, Suite A
Boulder, CO 80302
(Name and address of agent for service)
Registrant's telephone number, including area code: (303) 444-5483
Date of fiscal year end: November 30
Date of reporting period: July 1, 2006 - June 30, 2007
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 (ss.ss. 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, 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. ss. 3507.
PROXY VOTING RECORD
FOR PERIOD JULY 1, 2006 TO JUNE 30, 2007
Matter
Proposed Vote
by Cast Vote For
Shareholder Issuer (Yes (For or
Ticker Meeting Record Meeting Description of Matter to be or or or Against
Name of Issuer Symbol CUSIP Date Date Type Voted On Holder No) Against) Mngmnt
Pioneer High
Income Election of three (3)
Trust-Series 72369H403 9/21/06 7/28/06 Annual 1 directors Issuer Yes For For
Eaton Vance
Senior Income Election of two (2)
Trust-Common EVF 27826S103 10/13/06 8/17/06 Annual 1 directors Issuer Yes For For
Reports & Accounts
Diageo Plc DEO 25243Q205 10/17/06 8/31/06 Annual 1 2006 Issuer Yes For For
Director's
Remuneration Report
2 2006 Issuer Yes For For
Declaration of Final
3 Dividend Issuer Yes For For
Re-election of Lord
4 Hollick Issuer Yes For For
Re-election of Mr. HT
5 Stitzer Issuer Yes For For
Election of Ms PS
6 Walsh Issuer Yes For For
Election of Ms LM
7 Danon Issuer Yes For For
Re-appointment and
remuneration of
8 auditor Issuer Yes For For
Authority to allot
9 relevant securities Issuer Yes For For
Disapplication of
10 pre-emption rights Issuer Yes For For
Authority to purchase
11 own shares Issuer Yes For For
Authority to make EU
political
12 donations/expenditure Issuer Yes For For
Adoption of Diageo
PLC 2006 Irish profit
13 sharing scheme Issuer Yes For For
Amendments to Diageo
Executive share
14 option plan Issuer Yes For For
Fidelity Approval of agreement
National and plan of merger
Financial, Inc. FNF 316326107 10/23/06 9/11/06 Annual 1 dated 6/25/06 Issuer Yes For For
Election of 2 (two)
2 directors Issuer Yes For For
Ratify appointment of
KPMG, LLP as
independent auditor
3 for 2006 Issuer Yes For For
Doral Financial Election of 11
Corporation DRL 25811P100 10/24/06 9/15/06 Annual 1 (eleven) Directors Issuer Yes For For
Appointment of PWC,
2 LLP as accounting firm Issuer Yes For For
Nuveen Floating
Rate Income FD- Election of 7 (seven)
Common JFR 67072T108 11/14/06 9/18/06 Annual 1 Directors Issuer Yes For For
LMP Corporate Election of 5 (five)
Loan Fund Inc. TLI 50208B100 1/29/07 12/12/06 Annual 1 Directors Issuer Yes For For
Approve agreement and
plan of
reorganization which
provides for the
reorganization of Aim
Aim Select Real a closed-end
Estate Income exchange-traded fund
FD-Common RRE 00888R107 2/26/07 12/1/06 Special 1 into an open-end fund Issuer Yes For For
Wm. Wrigley Jr. Election of 4 (four)
Company WWY 982526105 3/14/07 1/12/07 Annual 1 Directors Issuer Yes For For
Amendment to the 2nd
restated certificate
of Incorporation to
permit amendment of
the bylaws of the
company to adopt
majority voting for
the election of
2 directors Issuer Yes For For
Ratify appointment of
accounting firm for
3 the YE 2007 Issuer Yes For For
Lennar Election of three (3)
Corporation LEN 526057104 3/28/07 2/9/07 Annual 1 Directors Issuer Yes For For
Approval of the
Lennar Corp 2007
2 Incentive Plan. Issuer Yes Against Against
Approval of the
Lennar Corp 2007
Incentive
3 Compensation Plan. Issuer Yes Against Against
Stockholder Proposal
Regarding
4 Sustainability Report Issuer Yes Against For
Stockholder Proposal
Regarding Executive
5 Compensation. Issuer Yes Against For
Election of fourteen
Citigroup Inc. C 172967101 4/17/07 2/21/07 Annual 1 (14) Directors Issuer Yes For For
Ratify KPMG LLP as
accounting firm for
2 2007 Issuer Yes For For
Request report on
prior governmental
service of certain
3 individuals Holder Yes Against For
Proposal requesting
report on political
4 contributions Holder Yes Against For
Proposal requesting
report on charitable
5 contributions Holder Yes Against For
Request advisory
resolution to ratify
6 executive compensation Holder Yes Against For
Request CEO
compensation be
limited to no more
than 100 times the
average compensation
paid to worldwide
7 employees Holder Abstain Abstain Abstain
Request that the
chairman of the board
have no management
8 duties Holder Yes For Against
Request that stock
options be subject 5
9 yr sales restriction Holder Abstain Abstain Abstain
Request cumulative
10 voting Holder Yes Against For
Request that
stockholders have the
right to call
11 shareholder meetings Holder Yes For Against
Washington Election of 13
Mutual, Inc. WM 939322103 4/17/07 2/28/07 Annual 1 (thirteen) Directors Issuer Yes For For
Ratify appointment of
Deloitte & Touche LLP
2 as Auditor for 2007 Issuer Yes For For
Proposal relating to
the executive
retirement plan
3 policies Holder Yes Against For
Proposal relating to
the director election
4 process Holder Yes Against For
Proposal relating to
the director nominee
qualification
5 requirements Holder Yes Against For
Cohen & Steers
REIT & Election of 2 (two)
Utility-Com RTU 19247Y108 4/19/07 3/7/07 Annual 1 Director Issuer Yes For For
F&C Claymore PFD
Sec Income FD - Election of 1 (one)
Common FFC 338478100 4/20/07 1/26/07 Annual 1 Director Issuer Yes For For
F&C Claymore
Total Return Election of 1 (one)
Fund - Common FLC 338479108 4/20/07 1/26/07 Annual 1 Director Issuer Yes For For
F&C Claymore PFD
SEC Income FD - Election of 1 (one)
TH7 338478506 4/20/07 1/26/07 Annual 1 Director Issuer Yes For For
Election of four (4)
Eaton Corporation ETN 278058102 4/25/07 2/26/07 Annual 1 Directors Issuer Yes For For
Ratify appointment of
Ernst & Young LLP as
independent auditor
2 for 2007 Issuer Yes For For
Anheuser-Busch Election of 6 (six)
Companies. Inc. BUD 035229103 4/25/07 2/28/07 Annual 1 Directors Issuer Yes For For
Approval of 2007
Equity and Incentive
2 Plan Issuer Yes Against Against
Approval of Global
Employee Stock
3 Purchase Plan Issuer Yes Against Against
Approval of
4 accounting firm Issuer Yes For For
Proposal concerning
report on charitable
5 contributions plan Holder Yes Against For
Election of 11
Johnson & Johnson JNJ 478160104 4/26/07 2/27/07 Annual 1 (eleven) Directors Issuer Yes For For
Ratify PWC LLP as
2 accounting firm Issuer Yes For For
Proposal on majority
voting requirements
3 for director nominees Holder Yes Against For
Proposal on
supplemental
4 retirement plan Holder Yes Against For
Election of 12
Pfizer Inc. PFE 717081103 4/26/07 3/1/07 Annual 1 (twelve) Directors Issuer Yes For For
Ratify KPMG LLP as
accounting firm for
2 2007 Issuer Yes For For
Proposal relating to
3 cumulative voting Holder Yes Against For
Proposal requesting
report on exporting
4 animal experimentation Holder Yes Against For
Request report on
feasibility of
amending Pfizer's
policy on laboratory
5 animal care and use Holder Yes Against For
Proposal relating to
qualification for
6 director nominees Holder Yes Against For
Ing Clarion
Global Real Election of 2 (two)
Estate Inc.-CL B 44982G302 5/7/07 3/30/07 Annual 1 Directors Issuer Yes For For
Standard Pacific Election of 3 (three)
Corp. SPF 85375C101 5/9/07 3/12/07 Annual 1 Directors Issuer Yes For For
Ratify Ernst & Young
LLP as accounting
2 firm for 2007 Issuer Yes For For
Election of 4 (four)
Pulte Homes, Inc. PHM 745867101 5/10/07 3/13/07 Annual 1 Directors Issuer Yes For For
Ratify appointment of
Ernst & Young LLP as
accounting firm for
2 2007 Issuer Yes For For
Request election of
Directors by a
majority rather than
3 a plurality Holder Yes For Against
Declassification of
4 the board of directors Holder Yes For Against
Request the formation
of a majority vote
5 shareholder committee Holder Yes Against For
Proposal regarding
the use of
performance-based
6 options Holder Yes For Against
American
International Election of 4 (four)
Group, Inc. AIG 26874107 5/16/07 3/23/07 1 Directors Issuer Yes For For
Ratify appointment of
PWC LLP as accounting
2 firm for 2007 Issuer Yes For For
Adoption of American
International Group,
2007 stock incentive
3 plan Issuer Yes Against Against
Proposal relating to
performance-based
4 stock options Holder Yes For Against
Election of 11
Yum! Brands, Inc. YUM 988498101 5/17/07 3/19/07 1 (eleven) Directors Issuer Yes For For
Ratification of
2 independent auditors Issuer Yes For For
Proposal relating to
the MacBride
3 principals Holder Yes Against For
Proposal relating to
advisory vote to
ratify executive
4 compensation Holder Yes Against For
Proposal relating to
a pay for superior
5 performance proposal Holder Yes For Against
Proposal relating to
a future severance
6 agreements proposal Holder Yes For Against
Proposal relating to
7 sustainable fish Holder Yes Against For
Proposal relating to
8 animal welfare Holder Yes Against For
Marsh & McLennan Election of Director
Companies, Inc. MMC 571748102 5/17/07 3/20/07 Annual 1a Z. Carter Issuer Yes For For
Election of Director
1b O. Fanjul Issuer Yes For For
Ratification of
selection of
independent
registered public
2 accounting firm Issuer Yes For For
Approval of amendment
of stock purchase
plan for
international
3 employees Issuer Yes Against Against
Political
4 contributions Holder Yes Against For
YRC Worldwide Election of 11
Inc. YRCW 984249102 5/17/07 3/20/07 Annual 1 (eleven) Directors Issuer Yes For For
Approval of the
company's annual
incentive bonus
program for senior
2 executives Issuer Yes Against Against
Ratification of the
appointment of KPMG,
LLP as independent
registered public
accounting firm for
3 2007 Issuer Yes For For
Redwood Trust, Election of 3 (three)
Inc. RWT 758075402 5/18/07 3/3/0/07 Annual 1 Directors Issuer Yes For For
Fidelity
National Election of 4 (four)
Financial, Inc. FNF 31620R105 5/23/07 4/16/07 Annual 1 Directors Issuer Yes For For
Ratify appointment of
KPMG LLP as
independent
registered public
accounting firm for
2 YE 2007 Issuer Yes For For
Fidelity Nat'l
Information Election of 4 (four)
Services Inc FIS 31620M106 5/23/07 4/16/07 Annual 1 Directors Issuer Yes For For
Ratify appointment of
KPMG LLP as
independent
registered public
accounting firm for
2 YE 2007 Issuer Yes For For
First American Election of 14 (14)
Corporation FAF 318522307 5/24/07 3/30/07 Annual 1 Directors Issuer Yes For For
Ratify selection of
PWC LLP as accounting
2 firm for 2007 Issuer Yes For For
Election of Director:
Home Depot, Inc. HD 437076102 5/24/07 3/26/07 Annual 1a D. Batchelder Issuer Yes For For
Election of Director:
1b F. Blake Issuer Yes For For
Election of Director:
1c G. Brenneman Issuer Yes For For
Election of Director:
1d J. Clendenin Issuer Yes For For
Election of Director:
1e C. Gonzales Issuer Yes For For
Election of Director:
1f M. Hart Issuer Yes For For
Election of Director:
1g B. Hill Issuer Yes For For
Election of Director:
1h L. Jackson, Jr. Issuer Yes For For
Election of Director:
1i H. Johnson-Leipold Issuer Yes For For
Election of Director:
1j L. Johnston Issuer Yes For For
Election of Director:
1k K. Langone Issuer Yes For For
Ratify appointment of
KPMG LLP as
accounting firm for
2 2007 Issuer Yes For For
Proposal regarding
poison pill
3 implementation Holder Yes For Against
Proposal regarding
employment diversity
report disclosure
poison pill
4 implementation Holder Yes Against For
Proposal regarding
executive officer
5 compensation Holder Yes For Against
Proposal regarding
6 management bonuses Holder Yes For Against
Proposal regarding
7 retirement benefits Holder Yes For Against
Proposal regarding
8 equity compensation Holder Yes For Against
Proposal regarding
pay-for-superior
9 performance Holder Yes For Against
Proposal regarding
political
10 nonpartisanship Holder Yes For Against
Proposal regarding
11 chairman and CEO Holder Yes For Against
Election of fifteen
Wal-Mart WMT 931142103 6/1/07 4/5/07 Annual 1 (15) Directors Issuer Yes For For
Ratification of Ernst
& Young, LLP as
independent
2 accountants Issuer Yes For For
Charitable
3 contributions report Holder Yes Against For
Universal Health Care
4 Policy Holder Yes Against For
Pay-for-Superior
5 Performance Holder Yes Against For
Equity Compensation
6 Glass Ceiling Holder Yes Against For
7 Compensation Disparity Holder Yes Against For
Business Social
8 Responsibility Report Holder Yes Against For
Executive
9 Compensation Vote Holder Yes Against For
Political
10 Contributions Report Holder Yes Against For
Social & Reputation
11 Impact Report Holder Yes Against For
12 Cumulative Voting Holder Yes Against For
Qualification for
13 Director Nominees Holder Yes Against For
DWS RREEF Real Election of five (5)
Estate FD II Com SRO 23338X102 6/7/07 4/23/07 Annual 1 Directors Issuer Yes For For
Election of four (4)
Caterpillar, Inc. CAT 149123101 6/13/07 4/16/07 Annual 1 Directors Issuer Yes For For
2 Ratify Auditors Issuer Yes For For
3 Separate CEO & Chair Holder Yes For Against
4 Majority vote standard Holder Yes Against For
MDC Holdings, Election of one (1)
Inc. MDC 552676108 6/25/07 4/27/07 Annual 1 Director Issuer Yes For For
Clough Global
Opportunities FD Election of four (4)
TH28 CLO 18914E601 5/23/07 7/23/07 Annual 1 Directors Issuer Yes For For
Doral Financial Issuance of shares of
Corporation DRL 25811P100 7/17/07 6/11/07 Annual 1 common stock Issuer Yes For For
Amendment to restated
certificate of
incorporation to
increase the number
of authorized shares
of our capital stock
2 and common stock Issuer Yes For For
Amendment to our
restated certificate
of incorporation to
decrease the par
value of our common
3 shares. Issuer Yes For For
Amendment to our
restated certificate
of incorporation to
effect a 1 for 20
reverse stock split
together with a
corresponding
reduction in the
number of authorized
shares of our common
stock and capital
4 stock Issuer Yes For For
Election of ten (10)
5 Directors Issuer Yes For For
Appointment of PWC,
LLP as independent
registered public
accounting firm for
6 2007 Issuer Yes For For
Adjournment of
postponement of
meeting to permit
further solicitation
7 of proxies Issuer Yes For For
Election of five (5)
Legg Mason, Inc. LM 524901105 7/19/07 5/21/07 Annual 1 Directors Issuer Yes For For
Amendment of 1996
2 incentive plan Issuer Yes For For
Amendment of
non-employee
3 directory equity plan Issuer Yes For For
Appointment of PWC,
LLP as independent
registered public
accounting firm for
4 2007 Issuer Yes For For
Proposal relating to
independent director
serving as chairman
5 of the board Holder Yes For 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 Boulder Total Return Fund, Inc.
------------------------------------------------------------------------
By (Signature and Title)* /s/ Stephen C. Miller
------------------------------------------------------------------------
Stephen C. Miller, President
(Principal Executive Officer)
*Print the name and title of each signing officer under his or her signature.