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.
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(Exact name of registrant as specified in charter)
2344 Spruce Street, Suite A
Boulder, CO 80302
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(Address of principal executive offices) (Zip code)
Stephen C. Miller
2344 Spruce Street, Suite A
Boulder, CO 80302
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(Name and address of agent for service)
Registrant's telephone number, including area code: (303) 444-5483
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Date of fiscal year end: November 30
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Date of reporting period: July 1, 2007 - June 30, 2008
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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, 2007 TO JUNE 30, 2008
Matter
Proposed Vote
by Cast Vote
Shareholder Issuer (Yes (For 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
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Cohen & Steers REIT
and Utility Income Election of three (3)
Fund, Inc.(pfd) 19247Y306 4/1/08 Annual 1 Directors Issuer Yes For For
Vote on adjournment of
2 the meeting Issuer Yes For For
The Ryland Group, Election of eight (8)
Inc. RYL 783764103 4/23/08 2/12/08 Annual 1 Directors Issuer Yes For For
Approval of the equity
2 incentive plan Issuer Yes Against Against
Re-approve senior
executive performance
plan to comply with the
3 Internal Revenue Code Issuer Yes For For
Re-approve TRG incentive
plan to comply with the
4 Internal Revenue Code Issuer Yes For For
Re-approve performance
award program to comply
with the Internal
5 Revenue Code Issuer Yes For For
Consideration of a
proposal from the Nathan
6 Cummings Foundation Holder Yes Against For
Appointment of Ernst &
Young, LLP as
independent registered
public accounting firm
7 for 2008 Issuer Yes For For
Election of three (3)
KB Home KBH 48666K109 4/3/08 2/14/08 Annual 1 Directors Issuer Yes For For
Appointment of Ernst &
Young, LLP as
independent registered
public accounting firm
2 for 2008 Issuer Yes For For
Executive Compensation
3 proposal Holder Yes For Against
Severance Agreement
4 proposal Holder Yes For Against
Cohen & Steers
Quality Inc Election of three (3)
Rlty-SerM7 (pfd) 19247L700 4/17/08 2/25/08 Annual 1 Directors Issuer Yes For For
Election of fourteen
Citigroup Inc. C 172967101 4/22/08 2/25/08 Annual 1 (14) Directors Issuer Yes For For
Appointment of KPMG, LLP
as independent
registered public
2 accounting firm for 2008 Issuer Yes For For
Request report on prior
3 governmental service Holder Yes Against For
Request report on
4 political contributions Holder Yes Against For
Request that executive
compensation be limited
to 100 times the average
5 compensation paid Holder Abstain Abstain Abstain
Request that two
candidates be nominated
6 for each board position Holder Yes For Against
Request a report on
7 Equator Principals Holder Yes Against For
Request adoption of
certain employment
principals for executive
8 officers Holder Yes For Against
Request to amend GHG
9 emission policies Holder Yes Against For
Request report on how
investment policies
address human rights
10 issues Holder Yes Against For
Request an independent
11 board chairman Holder Yes For Against
Request an advisory vote
to ratify executive
12 compensation Holder Yes For Against
Election of four (4)
Eaton Corporation ETN 278058102 4/23/08 2/25/08 Annual 1 Directors Issuer Yes For For
Increase number of
2 common shares Issuer Yes For For
Adopt majority voting in
3 director elections Issuer Yes For For
Proposal to authorize
board of directors to
4 amend regulations Issuer Yes For For
5 Approve stock plan Issuer Yes For For
Approve senior executive
6 compensation plan Issuer Yes For For
Approve executive
7 strategic incentive plan Issuer Yes For For
Appointment of Ernst &
Young, LLP as
independent auditor for
8 2008 Issuer Yes For For
Election of twelve (12)
Johnson & Johnson JNJ 47860104 4/24/08 2/26/08 Annual 1 Directors Issuer Yes For For
Appointment of PWC, LLP
as independent
registered public
2 accounting firm Issuer Yes For For
Executive compensation
3 policies and disclosure Holder Yes For Against
Washington Mutual, Election of thirteen
Inc. WM 939322103 4/15/08 2/29/08 Annual 1 (13) Directors Issuer Yes For For
Appointment of D & T,
LLP as independent
2 auditor for 2008 Issuer Yes For For
Approve amendment to
the 2002 employee stock
3 purchase plan Issuer Yes Against Against
4 Independent board chair Holder Yes For Against
5 Director election process Holder Yes For Against
Anheuser-Busch Election of nine (9)
Companies, Inc. BUD 35229103 4/23/08 2/29/08 Annual 1 Directors Issuer Yes For For
Approve long term
incentive plan for
2 non-employee directors Issuer Yes Against Against
Appointment of
independent accounting
3 firm Issuer Yes For For
Request report on
4 charitable contributions Holder Abstain Abstain Abstain
Proposal concerning
special shareholder
5 meetings Holder Yes For Against
Proposal concerning
6 executive compensation Holder Yes For Against
Election of three (3)
Moody's Corporation MCO 615369105 4/22/08 3/3/08 Annual 1 Directors Issuer Yes For For
Appointment of
independent registered
2 public accounting firm Issuer Yes For For
Majority vote
3 requirements Holder Yes For Against
Burlington Northern Election of three (3)
Santa Fe Corporation BNI 12189T104 4/24/08 2/28/08 Annual 1 Directors Issuer Yes For For
Appointment of PWC, LLP
as independent auditor
2 for 2008 Issuer Yes For For
3 Say on executive pay Holder Yes For Against
Election of nine (9)
Pfizer, Inc. PFE 717081103 4/24/08 2/28/08 Annual 1 Directors Issuer Yes For For
Berkshire Hathaway, Election of eleven (11)
Inv. BRK 084670207 5/3/08 3/5/08 Annual 1 Directors Issuer Yes For For
Canfor Pulp Income Election of two (2)
Fund CFX-CA 137582102 3/17/08 4/29/08 Annual 1 Directors Issuer Yes For For
Appointment of PWC, LLP
as independent auditor
2 for 2008 Issuer Yes For For
Election of thirteen
Yum! Brands Inc. YUM 988498101 3/17/08 5/15/08 Annual 1 (13) Directors Issuer Yes For For
Appointment of
independent auditors for
2 2008 Issuer Yes For For
Approve amendment to
3 articles of incorporation Issuer Yes For For
Approve long term
4 incentive plan Issuer Yes For For
MacBride principal
5 proposal Holder Yes Against For
Shareholder vote to
ratify executive
6 compensation plan Holder Yes For Against
Food supply chain
7 proposal Holder Yes Against For
8 Animal welfare proposal Holder Yes Against For
Neuberger Berman R/E Election of six (6)
Sec Income-PFD 64190A301 3/27/08 5/28/08 Annual 1 Directors Issuer Yes For For
Proposal to replace
2 investment manager Holder Yes Against For
Election of three (3)
Redwood Trust Inc RWT 758075402 5/22/08 3/31/08 Annual 1 Directors Issuer Yes For For
Appointment of Grant
Thornton LLP as
independent registered
2 public accounting firm Issuer Yes For For
Increase shares of
3 incentive Issuer Yes For For
Amend charter to
4 increase shares Issuer Yes For For
Stockholders request
that the board eliminate
classification of terms
5 of directors Issuer Yes For For
Duff & Phelps Util & Election of four (4)
Corps BD TR-PFD T7 26432K207 5/8/08 4/1/08 Annual 1 Directors Issuer Yes For For
Election of fifteen (15)
Wal-Mart Stores, Inc. WMT 931142103 6/6/08 4/10/08 Annual 1 Directors Issuer Yes For For
Approval of incentive
2 plan Issuer Yes For For
Appointment of Ernst &
Young, LLP as
independent accountants
3 for 2008 Issuer Yes For For
4 Amend EEO Policy Holder Yes Against For
Pay for Superior
5 Performance Holder Yes Against For
Recoupment of Senior
Executive Compensation
6 Policy Holder Yes Against For
Establish Human Rights
7 Committee Holder Yes Against For
Advisory Vote on
Executive compensation
8 plan Holder Yes Against For
Political Contributions
9 report Holder Yes Against For
Social and Reputation
10 Impact report Holder Yes Against For
Special Shareholders'
11 meeting Holder Yes Against For
Election of six (6)
Legg Mason, Inc. LM 524901105 7/22/08 5/23/08 Annual 1 Directors Issuer Yes For For
Appointment of PWC, LLP
as independent
2 accountants Issuer Yes For For
Independent Director
serving as chairman of
3 the board Holder Yes For Against
Advisory vote on
4 executive compensation 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.
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By (Signature and Title)* /s/ Stephen C. Miller
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Stephen C. Miller, President
(Principal Executive Officer)
*Print the name and title of each signing officer under his or her signature.