UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
(Amendment No. 1)
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number: 811-02328
BOULDER GROWTH & INCOME 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, 2008 - June 30, 2009
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, 2008 to June 30, 2009
Matter
Vote
Shareholder Proposed Cast Vote For or
by (Yes
Ticker Meeting Record Meeting Issuer or (For or Against
Name of Description of Matter to or
Issuer Symbol CUSIP Date Date Type be Voted On Holder No) Against) Management
------------- ------- ----------- ---------- ---------- ------- ---------------------------- -------- ------- -------- ----------
Diageo PLC DEO 25243Q205 10/15/2008 9/8/2008 Annual 1 Report and accounts Issuer Yes For For
2 Director's Issuer Yes For For
remuneration report
2008
3 Declaration of final Issuer Yes For For
dividend
4 Re-elect Dr. FB Humer Issuer Yes For For
as Director
5 Re-elect M. Lilja as Issuer Yes For For
Director
6 Re-elect WS Shanahan Issuer Yes For For
as Director
7 Re-elect HT Stitzer Issuer Yes For For
as Director
8 Election of PG Scott Issuer Yes For For
as Director
9 Re-appointment and Issuer Yes For For
remuneration of
auditor
10 Authority to allot Issuer Yes For For
relevant securities
11 Disapplication of Issuer Yes For For
pre-emption rights
12 Authority to purchase Issuer Yes For For
own ordinary shares
13 Authority to make Issuer Yes Against Against
political donations
and or incur
political expenditure
14 Adoption of the Issuer Yes For For
Diageo plc 2008
Performance Share Plan
15 Adoption of the Issuer Yes Against Against
Diageo plc 2008
Senior Executive
Share Option Plan
16 Authority to Issuer Yes For For
establish
international share
plans
17 Amendments to the Issuer Abstain Abstain Abstain
articles of
association
Advent AGC-W 007639305 9/23/2008 8/18/2008 Annual 1 Such other business Issuer Yes Against Against
Claymore as may properly come
Global Conv before the meeting or
Sec & In W7 any adjournment
- AMPS thereof
Shares
Anheuser-Busch BUD 035229103 11/12/2008 10/3/2008 Special 1 Adopt agreement and Issuer Yes For For
Companies plan of merger.
Inc.
2 Adjourn special Issuer Yes Against Against
meeting to a later
date to solicit
additional proxies if
there are
insufficient votes to
approve proposal
number 1
Walgreen Co. WAG 931422109 1/14/2008 11/17/2008 Annual 1 Election of ten (10) Issuer Yes For For
Directors
2 Ratify appointment of Issuer Yes For For
Deloitte &
Touche, LLP
& Young LLP
as public
accounting
firm.
3 Increase number of Issuer Abstain Abstain Abstain
common shares
4 Chairman be an Holder Yes For Against
independent director
who has not served as
an executive officer
5 Ratify compensation Holder Yes For Against
of named executive
officers
First FAF 318522307 12/10/2008 10/13/2008 Annual 1 Election of seventeen Issuer Yes For For
American (17) Directors
Corporation
2 Increase range in the Issuer Yes Against Against
number of directors
to 10 of 18
3 Ratify appointment of Issuer Yes For For
PWC, LLP &
Young LLP
as public
accounting
firm.
D.R. DHI 23331A109 1/29/2009 12/2/2008 Annual 1 Election of seven (7) Issuer Yes For For
Horton, Inc. Directors
2 Amend EEO Policy Holder Yes For Against
3 Majority vote Holder Yes For Against
standard for election
of directors
4 Conduct other Issuer Yes For For
business properly
brought before meeting
F&C/Claymore FFC 338478100 4/21/2009 1/21/2009 Annual 1 Election of one (1) Issuer Yes For For
PFD SEC director
Income FD-
common
F&C/Claymore FLC 338479108 4/21/2009 1/21/2009 Annual 1 Election of one (1) Issuer Yes For For
Total Return director
Fund-common
Eaton ETN 278058102 4/22/2009 2/23/2009 Annual 1 Election of four (4) Issuer Yes For For
Corporation Directors
2 2009 Stock Plan Issuer Yes Against Against
3 Ernst & Young as Issuer Yes For For
auditor
General GE 369604103 4/22/2009 2/23/2009 Annual A Election of four (4) Issuer Yes For For
Electric Directors
Company
B Ratify KPMG Issuer Yes For For
C1 Cumulative Voting Holder Yes For Against
C2 Executive Compensation Holder Yes For Against
C3 Study re Breaking up Holder Abstain Abstain Abstain
GE
C4 Dividend policy Holder Abstain Abstain Abstain
C5 Golden parachutes Holder Yes For Against
Johnson & JNJ 478160104 4/23/2009 2/24/2009 Annual 1 Election of ten (10) Issuer Yes For For
Johnson Directors
2 Ratify PWC Issuer Yes For For
3 Executive Compensation Holder Yes For Against
Great GXP 391164100 5/5/2009 2/24/2009 Annual 1 Election of nine (9) Issuer Yes For For
Planes Directors
Energy
Incorporated
2 D&T as auditors Issuer Yes For For
3 Increase authorized Issuer Yes Against Against
shares of common stock
American AXP 025816109 4/27/2009 2/27/2009 Annual 1 Election of twelve Issuer Yes For For
Express (12) Directors
Company
2 Ratify appointment of Issuer Yes For For
PWC, LLP as public
accounting firm.
3 Executive compensation Issuer Yes For For
4 Cumulative voting for Holder Yes For Against
directors
5 Calling of special Holder Yes For Against
shareholder meetings
Neuberger NRO-M 64190A202 5/13/2009 2/27/2009 Annual 1 Approve new Issuer Yes Against Against
Bermen R/E management agreement
SEC Incom
2 Approve new Issuer Yes Against Against
sub-advisory agreement
3 Election of five (5) Issuer Yes For For
Directors
Berkshire BRK/B 084670207 5/2/2009 3/4/2009 Annual 1 Election of eleven Issuer Yes For For
Hathaway, (11) Directors
Inc.
2 Sustainability report Holder Yes Against For
Berkshire BRK/A 084670108 5/2/2009 3/4/2009 Annual 1 Election of eleven Issuer Yes For For
Hathaway, (11) Directors
Inc.
2 Sustainability report Holder Yes Against For
Cohen & RLF 19247W102 4/30/2009 3/5/2009 Annual 1 Election of three (3) Issuer Yes For For
Steers Directors
Advantage
Income
Cohen & RPF 19247V104 4/30/2009 3/5/2009 Annual 1 Election of three (3) Issuer Yes For For
Steers Prem Directors
Inc Rlty-Com
Cohen & RQI 19247L106 4/30/2009 3/5/2009 Annual 1 Election of three (3) Issuer Yes For For
Steers Directors
Quality Inc
RLTY -
Cohen & RNP-W 19247X407 4/30/2009 3/5/2009 Annual 1 Election of three (3) Issuer Yes For For
Steers REIT Directors
& PDF Inc-S
Cohen & RNP 19247X100 4/30/2009 3/5/2009 Annual 1 Election of three (3) Issuer Yes For For
Steers REIT Directors
& PDF Inc-C
Cohen & RTU 19247Y108 4/30/2009 3/5/2009 Annual 1 Election of three (3) Issuer Yes For For
Steers REIT Directors
& Utility
In Sr
Cohen & UTF-M 19248A208 4/30/2009 3/5/2009 Annual 1 Election of three (3) Issuer Yes For For
Steers SEL Directors
Utility
FD-SER
Cohen & RWF 19248J100 4/30/2009 3/5/2009 Annual 1 Election of three (3) Issuer Yes For For
Steers Directors
Worldwide
Realty I
3M Company MMM 88579Y101 5/12/2009 3/13/2009 Annual 1 Election of nine (9) Issuer Yes For For
Directors
2 PWC as accountant Issuer Yes For For
3 Special meetings Holder Yes For Against
4 Vesting of stock Holder Yes For Against
options and awards
Gabelli GDV-T 36242H302 5/18/2009 3/16/2009 Annual 1 Election of three (3) Issuer Yes For For
Dividend & Directors
Income
Trust PF
Constellation CEG 21037110 5/29/2009 3/27/2009 Annual 1 Election of eleven Issuer Yes For For
Energy (11) Directors
Group, Inc.
2 PWC, LLP as accountant Issuer Yes For For
Fidelity FNF 31620R105 5/28/2009 3/30/2009 Annual 1 Election of two (2) Issuer Yes For For
National Directors
Financial,
Inc.
2 KPMG LLP as Issuer Yes For For
accountants
The Home HD 437076102 5/28/2009 3/30/2009 Annual 1 Election of nine (9) Issuer Yes For For
Depot, Inc. Directors
2 KPMG, LLP as Issuer Yes For For
accounting firm
3 Allow holders of 25% Issuer Abstain Abstain Abstain
shares to call a
special meeting
4 Cumulative voting Holder Yes For Against
5 Special shareholder Holder Yes For Against
meetings
6 Employment diversity Holder Yes Against For
report
7 Executive officer Holder Yes Against For
compensation
8 Energy use Holder Yes Against For
Wal-Mart WMT 931142103 6/5/2009 4/9/2009 Annual 1 Election of fifteen Issuer Yes For For
Stores, Inc. (15) Directors
2 Ernst & Young LLP as Issuer Yes For For
accountant
3 Gender identity Holder Yes Against For
non-discrimination
policy
4 Pay for superior Holder Yes For Against
performance
5 Advisory vote on Holder Yes For Against
executive compensation
6 Political Holder Yes Against For
contributions report
7 Special shareowner Holder Yes For Against
meetings
8 Incentive Holder Yes Against For
compensation to be
stock options
Caterpillar, CAT 149123101 6/10/2009 4/13/2009 Annual 1 Election of five (5) Issuer Yes For For
Inc Directors
2 Ratify Auditors Issuer Yes For For
3 Annual election of Holder Yes Against For
directors
4 Majority vote for Holder Yes For Against
directors
5 Foreign military sales Holder Yes Against For
6 Majority vote Holder Yes Against For
7 Independent Holder Yes Against For
compensation
consultant
8 Independent Chairman Holder Yes Against For
of the Board
9 Lobbying priorities Holder Yes Against For
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 Growth & Income Fund, Inc.
By: /s/ Stephen C. Miller
----------------------------------
Stephen C. Miller
President (Principal Executive Officer)
Date: October 23, 2009