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, 2005 - June 30, 2006
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, 2005 TO JUNE 30, 2006
Matter
Proposed Vote
by Cast Vote For
Shldr Issuer (Yes (For or
Ticker Meeting Record Mtg Description of Matter to be or or or Against
Name of Issuer Symbol CUSIP Date Date Type Voted On Holder No) Against) Mngmnt
To adopt the agreement
and plan of merger
dated June 5, 2005 by
and between Washington
Providian Mutual, Inc. and
Financial Providian Financial
Corporation PVN 74406A102 8/31/05 8/1/05 Special 1 Corporation Issuer Yes For For
To approve an
adjournment of the
special meeting, if
necessary, to solicit
2 additional proxies Issuer Yes For For
Washington Election of six (6)
Mutual WM 939322103 4/18/06 2/24/06 Annual 1 directors Issuer Yes For For
Proposal to ratify the
appointment of Deloitte
& Touche, LLP as
company independent
2 auditor for 2006 Issuer Yes For For
To amend and restate
2003 equity incentive
plan; increase number
of shares subject to
3 awards made thereunder Issuer Yes For For
Approve executive
incentive compensation
4 plan Issuer Yes For For
Proposal to amend the
articles of
incorporation to
declassify the board of
directors and establish
annual elections for
all directors
commencing w/ 2007
annual mtg., rather
than current staggered
5 3 year terms. Issuer Yes For For
Proposal relating to
the disclosure of the
company's political
6 contributions Holder Yes Against For
Citigroup Election of sixteen
Inc. C 172967101 4/18/06 2/24/06 Annual 1 (16) directors Issuer Yes For For
Proposal to ratify the
selection of KPMG LLP
as the independent
registered public
2 accounting firm for 2006 Issuer Yes For For
To amend article fourth
of the restated
certificate of
3 incorporation Issuer Yes For For
To amend article eighth
of the restated
certificate of
4 incorporation Issuer Yes For For
To amend article ninth
of the restated
certificate of
5 incorporation Issuer Yes For For
Proposal requesting no
6 future new stock option Holder Yes For Against
Proposal requesting a
report on political
7 contributions Holder Yes Against For
Proposal requesting a
report on charitable
8 contributions Holder Yes Against For
Proposal requesting the
adoption of a policy
regarding
performance-based
equity compensation for
9 senior executives Holder Yes For Against
Proposal regarding
reimbursement of
expenses incurred by a
stockholder in a
contested election of
10 directors Holder Yes Against For
Proposal requesting
the chairman of the
board have no
management duties,
titles or
11 responsibilities Holder Yes For Against
Proposal requesting the
recoupment of
management bonuses in
the event of a
12 restatement of earnings Holder Yes For Against
F&C Claymore
Total Return
Fund II FLC 338479108 4/21/06 1/30/06 Annual 1 Election of Morgan Gust Issuer Yes For For
F&C Claymore
PFD SEC
Income FD FFC 338478100 4/21/06 1/30/06 Annual 1 Election of Morgan Gust Issuer Yes For For
Eaton Election of four (4)
Corporation ETN 278058102 4/26/06 2/27/06 Annual 1 directors Issuer Yes For For
Proposal to ratify the
appointment of Ernst &
Young, LLP as company
independent auditor for
2 2006 Issuer Yes For For
Anheuser-Busch
Companies, Election of five (5)
Inc. BUD 035229103 4/26/06 2/28/06 Annual 1 directors Issuer Yes For For
Amendment of the
restated certification
2 of incorporation Issuer Yes For For
Approval of the 2006
restricted stock plan
for non-employee
3 directors Issuer Yes For For
Approval of independent
registered public
4 accounting firm Issuer Yes For For
Election of thirteen
Pfizer, Inc. PFE 717081103 4/27/06 3/1/06 Annual 1 (13) directors Issuer Yes For For
Proposal to ratify the
appointment of KPMG LLP
as independent
registered public
2 accounting firm for 2006 Issuer Yes For For
Management proposal to
amend company's
restated certificate of
incorporation to
eliminate supermajority
vote requirements and
3 fair price provision Issuer Yes Against Against
Proposal relating to
term limits for
4 directors Holder Yes Against For
Proposal requesting
reporting on
pharmaceutical price
5 restraint Holder Yes Against For
Proposal relating to
6 cumulative voting Holder Yes Against For
Proposal requesting
separation of roles of
7 chairman and CEO Holder Yes For Against
Proposal requesting a
report on political
8 contributions Holder Yes Against For
Proposal requesting a
report on the
feasibility of amending
corporate policy on lab
9 animal care and use Holder Yes Against For
Proposal requesting
justification for
financial contributions
which advance
animal-based testing
10 methodologies Holder Yes Against For
Johnson & Election of thirteen
Johnson JNJ 478160104 4/27/06 2/28/06 Annual 1 (13) directors Issuer Yes For For
Approval of amendments
to the restated
certificate of
2 incorporation Issuer Yes For For
Proposal to ratify the
appointment of
Pricewaterhousecooper
as independent
registered public
3 accounting firm Issuer Yes For For
Proposal on charitable
4 contributions Holder Yes Against For
Proposal on majority
voting requirements for
5 director nominees Holder Yes For Against
Cohen &
Steers Reit Election of three (3)
& Utility-Com RTU 19247Y108 4/27/06 3/9/06 Annual 1 directors Issuer Yes For For
Bristol-Myers
Squibb Election of nine (9)
Company BMY 110122108 5/2/06 3/6/06 Annual 1 directors Issuer Yes For For
Ratification of
independent registered
2 public accounting firm Issuer Yes For For
Executive compensation
3 disclosure Holder Yes For For
4 Cumulative voting Holder Yes Against For
5 Recoupment Holder Yes For For
6 Animal treatment Holder Yes Against For
7 Term Limits Holder Yes Against For
Berkshire Election of eleven (11)
Hathaway Inc. BRK/A 084670108 5/6/06 3/8/06 Annual 1 directors Issuer Yes For For
Berkshire
Hathaway Election of eleven (11)
Inc., Class B BRK/B 084670207 5/6/06 3/8/06 Annual 1 directors Issuer Yes For For
Aim Select
Real Estate
Income Election of five (5)
FD-Common RRE 0088R107 5/9/06 3/24/06 Annual 1 directors Issuer Yes For For
Ratification of audit
committee's appointment
of PWC LLP as
independent registered
2 public accountants Issuer Yes For For
First
Industrial Election of four (4)
Realty Inc. FR 32054K103 5/17/06 3/21/06 Annual 1 directors Issuer Yes For For
Approval of amendment 1
(one) to the 2001 stock
2 incentive plan. Issuer Yes For For
Ratification of audit
committee's appointment
of PWC LLP as
independent registered
3 public accountants Issuer Yes For For
The First
American Election of fourteen
Corporation FAF 318522307 5/18/06 3/21/06 Annual; 1 (14) directors Issuer Yes For For
Approval of the 2006
incentive compensation
2 plan Issuer Yes For For
Marsh &
McLennan
Companies, Election of eleven (11)
Inc. MMC 571748102 5/18/06 3/20/06 Annual 1 directors Issuer Yes For For
Ratification of
selection of
independent registered
2 public accounting firm Issuer Yes For For
Director election
3 voting standard Holder Yes For Against
Political contribution
4 disclosure Holder Yes Against For
Yum! Brands, Election of twelve (12)
Inc. YUM 988498101 5/18/06 3/20/06 Annual 1 directors Issuer Yes For For
Ratification of
2 independent auditors Issuer Yes For For
Proposal relating to a
3 diversity report Holder Yes Against For
Proposal relating to
4 MacBride principals Holder Yes Against For
Proposal relating to
food containing
genetically engineered
5 ingredients Holder Yes Against For
Proposal relating to an
animal welfare standard
6 report Holder Yes Against For
HRPT
Properties Election of two (2)
Trust HRP 40426W101 5/23/06 3/24/06 Annual 1 directors Holder Yes For For
Approve amendments to
our declaration of
trust that increase
certain of our
beneficial ownership
limitations from 8.5% -
9.8% of the value of
our total shares
2 outstanding Holder Yes Against Against
Approve amendments to
our declaration of
trust that will provide
the board of trustees
w// the power to amend
3 to change name Holder Yes Against Against
Approve amendment that
permits us to issue
shares w/o a
4 certificates Holder Yes Against Against
Approve amendment to
our declaration of
trust to remove our
obligation to deliver
certain reports to our
5 shareholders Holder AbstainAbstain Abstain
Approve the adjournment
or postponement of the
meeting if necessary to
solicit additional
proxies if there are
insufficient votes at
the time of the meeting
6 to approve items 2-5 Holder AbstainAbstain Abstain
Hospitality
Properties Election of two (2)
Trust HPT 44106M102 5/23/06 3/24/06 Annual 1 directors Issuer Yes For For
To approve an amendment
to our declaration of
trust that permits us
to issue shares w/o
2 certificates Issuer Yes For For
To approve an amendment
to our declaration of
trust to remove our
obligation to deliver
certain reports to our
3 shareholders Issuer Yes For For
To approve an amendment
to our declaration of
trust that permits
affiliates of HRPT
Properties Trust to
serve as independent
4 trustees Issuer Yes Against Against
To approve the
adjournment or
postponement of the
meeting, if necessary
or appropriate, to
solicit additional
proxies if there are
insufficient votes at
the time of the meeting
to approve items 2, 3,
5 and 4 Issuer AbstainAbstain Abstain
Wal-mart Election of thirteen
Stores, Inc. WMT 931142103 6/2/06 4/5/06 Annual 1 (13) directors Issuer Yes For For
Ratification of
2 independent accountants Issuer Yes For For
Proposal regarding
3 humane poultry slaughter Holder Yes Against For
Proposal regarding a
political contributions
4 report Holder Yes Against For
Proposal regarding a
director election
5 majority vote standard Holder Yes Against For
Proposal regarding a
6 sustainability report Holder Yes Against For
Proposal regarding
7 compensation disparity Holder Yes Against For
Proposal regarding an
equity compensation
8 glass ceiling report Holder Yes Against For
Caterpillar Election of four (4)
Inc. CAT 149123101 6/14/06 4/17/06 Annual 1 directors Issuer Yes For For
Amend Articles of
2 Incorporation Issuer Yes Against Against
Approve long-term
3 incentive plan Issuer AbstainAbstain Abstain
Approve short-term
4 incentive plan Issuer Yes Against Against
5 Ratify auditors Issuer Yes For For
6 Declassify board Holder Yes For Against
7 Separate CEO & Chair Holder Yes For Against
8 Majority vote standard Holder Yes For Against
Floating
Rate, Inc.
Strat Fd II, Election of seven (7)
Inc. FRB 339736100 8/15/2006 6/2/2006 Special 1 directors Issuer Yes For For
Approve a new
investment advisory
agreement w/ Blackrock
2 Advisors, Inc. Issuer Yes For For
Approve a contingent
subadvisory with
3 Blackrock Advisors, Inc. Issuer Yes For For
Floating
Rate Income
Stratagies Election of seven (7)
FD-Com FRA 339735102 8/15/2006 6/2/2006 Special 1 directors Issuer Yes For For
Approve a new
investment advisory
agreement w/ Blackrock
2 Advisors, Inc. Issuer Yes For For
Approve a contingent
subadvisory agreement
w/ Blackrock Advisors,
3 Inc. Issuer Yes For For
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.