npxbtf2011.htm
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: 811-07390

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, 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 (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, 2010 to June 30, 2011


Name of Issuer
Ticker Symbol
CUSIP
Shareholder Meeting Date
Record Date
Proposal Number
Description of Matter Voted On
Matter Proposed By Issuer or Holder
Vote Cast
Vote
For or Against Management
Neuberger Berman R/E SEC Income-PFD C
NRO SERIES W
64190A301
7/1/2010
4/1/2010
1
Election of five (5) directors
Issuer
Yes
Against
Against
                     
Allegheny Energy, Inc.
AYE
017361106
9/14/2010
7/16/2010
1
Proposal to approve the agreement and plan of merger, dated as of February 10, 2010, by and among Firstenergy Corp., Element Merger Sub, Inc. (a wholly-owned subsidiary of Firstenergy Corp.) and Allegheny Energy, Inc. as amended as of June 4, 2010 and as it may by further amended form time to time, and the merger described therein
Issuer
Yes
For
For
         
2
Proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the merger agreement and the merger at the time of the special meeting
Issuer
Abstain
Abstain
Abstain
                     
Diageo PLC
DEO
25243Q205
10/14/2010
9/3/2010
1
Report and accounts 2010
Issuer
Yes
For
For
         
2
Directors' remuneration report 2010
Issuer
Yes
For
For
         
3
Declaration of final dividend
Issuer
Yes
For
For
         
4 - 12
Re-election of nine (9) directors
Issuer
Yes
For
For
         
13 - 14
Election of two (2) Directors
Issuer
Yes
For
For
         
15
re-appointment of auditor
Issuer
Yes
For
For
         
16
Remuneration of auditor
Issuer
Yes
For
For
         
17
Authority to allot shares
Issuer
Yes
For
For
         
18
Disapplication of pre-emption rights
Issuer
Yes
For
For
         
19
Authority to purchase own ordinary shares
Issuer
Yes
For
For
         
20
Authority to make political donations and/or to incur political expenditure in the EU
Issuer
Abstain
Abstain
Abstain
         
21
Amendment of the Diageo plc 2001 Share Incentive Plan
Issuer
Yes
Against
Against
         
22
Adoption of the Diageo plc 2001 Share save Plan
Issuer
Yes
Against
Against
         
23
Authority to establish international share plans
Issuer
Yes
Against
Against
         
24
Reduce notice of a general meeting other than an annual general meeting
Issuer
Yes
Against
Against
                     
Walgreen Co.
WAG
931422109
11/15/2010
1/12/2011
1
Election of eleven (11) directors
Issuer
Yes
For
For
         
2
Ratify the appointment of Deloitte & Touche LLP as Walgreen Co.'s independent registered public accounting firm
Issuer
Yes
For
For
         
3
Amend Walgreen Co. articles of incorporation to revise the purpose clause
Issuer
Yes
For
For
         
4
Amend the Walgreen Co. articles of incorporation to eliminate certain supermajority vote requirements
Issuer
Yes
For
For
         
5
Amend Walgreen Co. Articles of incorporation to eliminate the "fair price" charter provision applicable to certain business combinations
Issuer
Yes
For
For
         
6
Shareholder proposal on a policy to change the vote required for shareholders to call special shareholder meetings
Holder
Yes
For
Against
         
7
Shareholder proposal on a policy that a significant portion of future stock option grants to senior executives should be performance-based
Holder
Yes
For
Against
                     
Penn Virginia Resource Partners LP
PVR
707884102
2/16/2011
12/20/2010
1
To consider and vote upon the approval and adoption of the (A) agreement and plan of merger of by and among Penn Virginia Resource Partners, LP, Penn  Virginia Resource GP, LLC PVR Radnor, LLC, Penn Virginia GP Holdings LP and PVG GP, LLC, the general partner of holdings, (B) merger & (C) transactions contemplated thereby, all as more fully described in the proxy statement
Issuer
Yes
For
For
         
2
To consider and vote upon the approval and adoption of the fourth amended and restated agreement of limited partnership of the partnership
Issuer
Yes
For
For
         
3
To consider and vote upon any proposal that may be presented to adjourn the partnership special meeting to a later date, if necessary, to solicit additional proxies in the event that there are insufficient votes in favor of any of the foregoing proposals
Issuer
Abstain
Abstain
Abstain
                     
Franklin Resources, Inc.
BEN
354613101
3/15/2011
1/18/2011
1
Election of twelve (12) Directors
Issuer
Yes
For
For
         
2
To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2011
Issuer
Yes
For
For
         
3
To approve an amendment and restatement of the Franklin Resources, Inc. 2002 Universal Stock Incentive Plan to increase the number of authorized shares of common stock available for issuance by 10,000,000 shares
Issuer
Yes
Against
Against
         
4
To approve on an advisory basis the compensation of the Company's executive officers
Issuer
Yes
For
For
         
5
Advisory vote on the frequency of advisory votes on the compensation plan of the Company’s executive officers
Issuer
Yes
1 yr
Against
                     
Public Service Enterprise Group, Inc.
PEG
744573106
4/19/2011
2/18/2011
1
Election of nine (9) Directors
Issuer
Yes
For
For
         
2
Advisory vote on executive compensation
Issuer
Yes
Against
Against
         
3
Advisory vote on frequency of advisory vote on executive compensation
Issuer
Yes
1 yr
For
         
4
Ratification of the appointment of Deloitte & Touche LLP as independent auditor for the year 2011
Issuer
Yes
For
For
                     
Scana Corporation
SCG
80589M102
4/21/2011
3/3/2011
1
Election of five (5) Directors
Issuer
Yes
For
For
         
2
Approval of amendment to director compensation and deferral plan
Issuer
Yes
For
For
         
3
Approval of amendment to articles of incorporation to increase shares from 150,000,000 to 200,000,000
Issuer
Yes
For
For
         
4
Approval of appointment of independent registered public accounting firm
Issuer
Yes
For
For
         
5
Advisory (non-binding) vote on executive compensation vote
Issuer
Yes
For
For
         
6
Advisory (non-binding) vote on frequency of executive compensation vote
Issuer
Yes
1 yr
Against
                     
Cohen & Steers Infrastructure Fund, Inc.
UTF
19248A109
4/28/2011
2/23/2011
1
Election of three (3) Directors
Issuer
Yes
For
For
                     
Cohen & Steers Quality Inc Rlty-Common
RQI
19247L106
4/28/2011
2/23/2011
1
Election of three (3) Directors
Issuer
Yes
For
For
                     
Johnson & Johnson
JNJ
478160104
4/28/2011
3/1/2011
1
Election of eleven (11) Directors
Issuer
Yes
For
For
         
2
Ratification of Pricewaterhousecoopers LLP as independent registered public accounting firm for 2011
Issuer
Yes
For
For
         
3
Advisory vote on named executive officer compensation
Issuer
Yes
Against
Against
         
4
Advisory vote on frequency of advisory vote on named executive officer compensation
Issuer
Yes
1 yr
For
         
5
Shareholder proposal on pharmaceutical price restraint
Holder
Yes
Against
For
         
6
Shareholder proposal on amendment to Company's equal employment opportunity policy
Holder
Yes
Against
For
         
7
Shareholder proposal on adopting non-animal methods for training
Holder
Yes
Against
For
                     
Pfizer, Inc.
PFE
717081103
4/28/2011
3/1/2011
1
Election of thirteen (15) Directors
Issuer
Yes
For
For
         
2
Proposal to ratify the selection of KPMG LLP as independent register accounting firm for 2011
Issuer
Yes
For
For
         
3
Advisory vote on executive compensation
Issuer
Yes
For
For
         
4
Advisory vote on the frequency of future advisory votes on executive compensation
Issuer
Yes
1 yr
Against
         
5
Shareholder proposal regarding publication of political contributions
Holder
Yes
Against
For
         
6
Shareholder proposal regarding public policy initiatives
Holder
Yes
Against
For
         
7
Shareholder proposal on pharmaceutical price restraints
Holder
Yes
Against
For
         
8
Shareholder proposal regarding action by written consent
Holder
Yes
For
Against
         
9
Shareholder proposal regarding special shareholder meetings
Holder
Yes
For
Against
         
10
Shareholder proposal regarding animal research
Holder
Yes
Against
For
                     
HCP, Inc
HCP
40414L109
4/28/2011
3/4/2011
1
Election of nine (9) Directors
Issuer
Yes
For
For
         
2
Ratification of the appointment of Deloitte & Touche LLP as HCP's independent registered public accounting firm for the fiscal year ending December 31, 2011
Issuer
Yes
For
For
         
3
Advisory vote on executive compensation
Issuer
Yes
For
For
         
4
Advisory vote on the frequency of future advisory votes on executive compensation
Issuer
Yes
1 yr
For
                     
Berkshire Hathaway, Inc. Class A
BRK/A
084670108
4/30/2011
3/2/2011
1
Election of twelve (12) Directors
Issuer
Yes
For
For
         
2
Non-binding resolution to approve the compensation of the company's named executive officers, as described in the 2011 proxy statement
Issuer
Yes
For
For
         
3
Non-binding resolution to determine the frequency (whether annual, biennial or triennial) with which shareholders of the company shall be entitled to have an advisory vote on executive compensation
Issuer
Yes
1 yr
Against
         
4
To approve the shareholder proposal with respect to the establishment of quantitative goals for the reduction of greenhouse gas and other air emissions at Berkshire's energy generating holdings
Issuer
Yes
Against
For
                     
Berkshire Hathaway, Inc. Class B
BRK/B
084670702
4/30/2011
3/2/2011
1
Election of twelve (12) Directors
Issuer
Yes
For
For
         
2
Non-binding resolution to approve the compensation of the company's named executive officers, as described in the 2011 proxy statement
Issuer
Yes
For
For
         
3
Non-binding resolution to determine the frequency (whether annual, biennial or triennial) with which shareholders of the company shall be entitled to have an advisory vote on executive compensation
Issuer
Yes
1 yr
Against
         
4
To approve the shareholder proposal with respect to the establishment of quantitative goals for the reduction of greenhouse gas and other air emissions at Berkshire's energy generating holdings
Issuer
Yes
Against
For
                     
Realty Income Corporation
O
756109104
5/3/2011
3/10/2011
1
Election of seven (7) Directors
Issuer
Yes
For
For
         
2
Ratification of appointment of KPMG LLP as the independent registered public accounting firm for fiscal year ending December 31, 2011
Issuer
Yes
For
For
         
3
Non-binding advisory vote on the compensation of our named executive officers
Issuer
Yes
For
For
         
4
Non-binding advisory vote on whether the frequency of future advisory votes on the compensation of our named executive officers should occur every year, every two years or every three years
Issuer
Yes
1 yr
Against
                     
Health Care REIT, Inc.
HCN
42217K106
5/5/2011
3/8/2011
1
Election of three (3) Directors
Issuer
Yes
For
For
         
2
Approval of the compensation of the named executive officers as disclosed in the proxy statement pursuant to the compensation disclosure rule of the SEC
Issuer
Yes
For
For
         
3
Frequency of advisory vote on compensation of the named executive officers
Issuer
Yes
1 yr
For
         
4
Approval of an amendment to the second restated certificate of incorporation to increase the number of authorized share of common stock from 225,000,000, to 400,000,000 for general corporate purposes
Issuer
Yes
For
For
         
5
Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year 2011
Issuer
Yes
For
For
                     
Pengrowth Energy Corporation
PGH
70706P104
5/5/2011
3/21/2011
1
Appointment of KPMG LLP as auditors of the corporation for the enduing year and authorizing the directors to fix their remuneration
Issuer
Yes
For
For
         
2
Election of eight (8) Directors
Issuer
Yes
For
For
                     
Philip Morris International Inc.
PM
718172109
5/11/2011
3/15/2011
1
Election of ten (10) Directors
Issuer
Yes
For
For
         
2
Ratification of the selection of independent auditors
Issuer
Yes
For
For
         
3
Advisory vote to approve executive compensation
Issuer
Yes
Against
Against
         
4
Advisory vote on the frequency of future advisory votes on Executive Compensation
Issuer
Yes
1 yr
For
         
5
Stockholder proposal 1 - Food insecurity and tobacco use
Holder
Yes
Against
For
         
6
Stockholder proposal 2 - Independent board chair
Holder
Yes
Against
For
                     
Transocean Ltd.
RIG
H8817H100
5/13/2011
3/16/2011
1
Approval of the 2010 annual report, including the consolidated financial statements of Transocean Ltd. For fiscal year 2010 and the statutory financial statements of Transocean Ltd. For fiscal year 2010
Issuer
Yes
For
For
         
2
Discharge of the members of the Board of Directors and executive management form liability for activities during fiscal year 2010
Issuer
Yes
Against
Against
         
3
Appropriation of available earnings for fiscal year 2010
Issuer
Yes
Against
Against
         
4
Proposed reallocation of free reserve to legal reserve, reserve fro m capital contributions
Issuer
Yes
Against
Against
         
5
Rescission of the distribution to shareholders I the form of a par value reduction as approved at the 2010 annual general meeting
Issuer
Yes
Against
Against
         
6
Release and allocation of legal reserve, reserve from capital contribution, to dividend reserve from capital contributions,  If proposal 3 and proposal 5 are not approved as proposed by the Board of Directors, there will be no vote on the proposal 6
Issuer
Yes
Against
Against
         
7
New authorized share capital
Issuer
Yes
Against
Against
         
8
Reduction of the maximum number of members of the Board of Directors to 12
Issuer
Yes
For
For
         
9
Election of five (5) Directors
Issuer
Yes
For
For
         
10
Appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year 2011 and reelection of Ernst & Young Ltd., Zurich, as the Company's auditor for a further one-year term
Issuer
Yes
For
For
         
11
Advisory vote on executive compensation
Issuer
Yes
Against
Against
         
12
Advisory vote on the frequency  of executive compensation vote
Issuer
Yes
1 yr
For
                     
Healthcare Realty Trust Incorporated
HR
421946104
5/17/2011
3/17/2011
1
Election of three (3) Directors
Issuer
Yes
For
For
         
2
Ratify the appointment of BDO USA LLP as the company's independent registered public accounting firm
Issuer
Yes
For
For
         
3
To approve the following resolution: resolved, that the shareholders of Healthcare realty Trust Incorporated approve, on a non-binding advisory basis, the compensation of the named executive officers as disclosed pursuant to item 402 of regulation S-K in the company's proxy statement for the 2011 annual meeting of shareholders
Issuer
Yes
Against
Against
         
4
To recommend, by non-binding advisory vote, the frequency of executive compensation votes on an annual (1 year), biennial (2 years) or triennial (3 years) basis
Issuer
Yes
1 yr
Against
                     
Firstenergy Corp.
FE
337932107
5/17/2011
3/28/2011
1
Election of thirteen (13) Directors
Issuer
Yes
For
For
         
2
Ratification of the appointment of the independent registered accounting firm
Issuer
Yes
For
For
         
3
Reduce the percentage of share required to call a special meeting of shareholder
Issuer
Yes
For
For
         
4
Approval of an advisory vote on executive compensation
Issuer
Yes
Against
Against
         
5
Recommend advisory vote on frequency of future votes on executive compensation
Issuer
Yes
1 yr
For
         
6
Shareholder proposal: Report on coal combustion waste
Holder
Yes
Against
For
         
7
Shareholder proposal: Lower percentage required for shareholder action by written consent
Holder
Yes
For
Against
         
8
Shareholder proposal: Adopt a majority vote standard for the election of directors
Holder
Yes
For
Against
         
9
Shareholder proposal: Report on financial risks of reliance on coal
Holder
Yes
Against
Against
                     
PPL Corporation
PPL
69351T106
5/18/2011
2/28/2011
1
Election of ten (10) Directors
Issuer
Yes
For
For
         
2
Approval of short term incentive plan
Issuer
Yes
Against
Against
         
3
Ratification of the appointment of independent registered accounting firm
Issuer
Yes
For
For
         
4
Advisory vote on executive compensation
Issuer
Yes
Against
Against
         
5
Advisory vote on the frequency of future executive compensation votes
Issuer
Yes
1 yr
For
         
6
Shareholder proposal - Director election majority vote standard proposal
Holder
Yes
For
Against
         
7
Shareholder proposal - Special shareholder meetings
Holder
Yes
For
Against
                     
Yum Brands, Inc.
YUM
988498101
5/19/2011
3/21/2011
1
Election of twelve (12) Directors
Issuer
Yes
For
For
         
2
Ratification of Independent Auditors
Issuer
Yes
For
For
         
3
To approve, by non-binding advisory vote, executive compensation
Issuer
Yes
Against
Against
         
4
To recommend by non-binding advisory vote, the frequency of executive compensation votes
Issuer
Yes
1 yr
For
         
5
Proposal approving amendment to company's restated articles of incorporation to permit Shareholders to call Special Meetings
Issuer
Yes
For
For
                     
Black Hills Corporation
BKH
092113109
5/25/2011
4/5/2011
1
Election of four (4) Directors
Issuer
Yes
For
For
         
2
Ratify the appointment of Deloitte & Touche LLP to serve as Black Hills Corporation's independent registered public accounting firm for 2011
Issuer
Yes
For
For
         
3
Approve the advisory resolution on executive compensation
Issuer
Yes
Against
Against
         
4
Approve holding the advisory vote on executive compensation every one two or three years as indicated
Issuer
Yes
1 yr
For
                     
Home Depot, Inc.
HD
437076102
6/2/2011
4/4/2011
1
Election of ten (10) Directors
Issuer
Yes
For
For
         
2
Proposal to ratify the appointment of KPMG LLP
Issuer
Yes
For
For
         
3
Advisory vote on executive compensation
Issuer
Yes
Against
Against
         
4
Advisory vote on the frequency of the advisory vote on executive compensation
Issuer
Yes
1 yr
For
         
5
Company proposal to implement shareholder ability to act by written consent (Approval of amended and restated certificate of incorporation)
Issuer
Yes
For
For
         
6
Shareholder proposal regarding cumulative voting
Holder
Yes
For
Against
         
7
Shareholder proposal regarding special shareholder meetings
Holder
Yes
For
Against
         
8
Shareholder proposal regarding employment diversity report
Holder
Yes
Against
For
         
9
Shareholder proposal regarding electioneering policies and contributions
Holder
Yes
Against
For
                     
Wal-Mart Stores, Inc.
WMT
931142103
6/3/2011
4/6/2011
1
Election of thirteen (15) Directors
Issuer
Yes
For
For
         
2
Ratification of Ernst & Young LLP as independent accountants
Issuer
Yes
For
For
         
3
Advisory vote on executive compensation
Issuer
Yes
Against
Against
         
4
Advisory vote on the frequency of future advisory votes on executive compensation
Issuer
Yes
1 yr
For
         
5
Gender identity non-discrimination policy
Holder
Yes
Against
For
         
6
Political contributions report
Holder
Yes
Against
For
         
7
Special shareowner meetings
Holder
Yes
For
Against
         
8
Require suppliers to publish annual sustainability report
Holder
Yes
Against
For
         
9
Climate change risk disclosure
Holder
Yes
Against
For
                     
Caterpillar Inc.
CAT
149123101
6/8/2011
4/11/2011
1
Election of fifteen (15) Directors
Issuer
Yes
For
For
         
2
Ratify the appointment of independent registered public accounting firm for 2011
Issuer
Yes
For
For
         
3
Approve amended and restated Caterpillar, Inc. executive short term incentive plan
Issuer
Yes
Against
Against
         
4
Advisory vote on the frequency of executive compensation votes
Issuer
Yes
Against
Against
         
5
Advisory vote on the frequency of executive compensation votes
Issuer
Yes
1 yr
For
         
6
Stockholder proposal - report on political contributions and expenses
Holder
Yes
Against
For
         
7
Stockholder proposal - executives to retain significant stock
Holder
Yes
Against
For
         
8
Director election majority vote standard
Holder
Yes
For
Against
         
9
Stockholder proposal - special stockholder meetings
Holder
Yes
For
Against
         
10
Stockholder proposal - independent chairman of the board
Holder
Yes
Against
For
         
11
Stockholder proposal - review global corporate standards
Holder
Yes
Against
For
         
12
Stockholder proposal - death benefits policy
Holder
Yes
Against
For
                     
W.P. Carey & Co.
WPC
92930Y107
6/16/2011
4/19/2011
1
Election of fourteen (14) Directors
Issuer
Yes
For
For
         
2
Ratification of appointment of Pricewaterhousecoopers LLP as the company's independent registered accounting firm for 2011
Issuer
Yes
For
For
         
3
To approve the advisory resolution on executive compensation
Issuer
Yes
Against
Against
         
4
To approve holding an advisory vote on executive compensation every on, two or three years as indicated
Issuer
Yes
1 yr
Against
                     
Penn Virginia Resource Partners, LP
PVR
707884102
6/22/2011
4/26/2011
1
Election of nine (9) Directors
Issuer
Yes
For
For
         
2
To approve by advisory (non-binding) vote, executive compensation
Issuer
Yes
For
For
         
3
To recommend by advisory (Non-binding) vote, the frequency of future advisory votes on executive compensation
Issuer
Yes
1yr
For
3M Company
MMM
88579Y101
5/10/2011
3/11/2011
1
Election of ten (10) Directors
Issuer
Yes
For
For
         
2
To Ratify the appointment of Pricewaterhousecoopers as independent registered public accounting firm.
Issuer
Yes
For
For
         
3
An advisory vote on executive compensation
Issuer
Yes
Against
Against
         
4
An advisory vote on the frequency of advisory votes on executive compensation
Issuer
Yes
1 yr
For
         
5
Stockholder proposal on political contributions
Issuer
Yes
Against
Against
 
 
 

 



 
 

 


SIGNATURE

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:
/s/ Stephen C. Miller
 
Stephen C. Miller
 
President (Principal Executive Officer)
   
Date:
August 31, 2011