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 811-02328
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, 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
Election of four (4)
H&R Block, Inc. HRB 093671105 9/7/05 7/5/05 Annual 1 directors Issuer Yes For For
Approval of the H&R
Block executive
performance plan, as
2 amended Issuer Yes Against Against
Ratification of
appointment of KPMG LLP
as independent
3 accountants Issuer Yes For For
Sara Lee Election of eleven (11)
Corporation SLE 803111103 10/27/05 9/1/05 Annual 1 directors Issuer Yes For For
Ratification of
appointment of
PricewaterhouseCoopers
LLP as registered
2 public accountants Issuer Yes For For
Approval of the 2005
international employee
3 stock purchase plan Issuer Yes For For
Stockholder proposal
regarding code of
4 conduct Holder Yes Against For
Stockholder proposal
regarding severance
5 arrangements Holder Yes Against For
Stockholder proposal
regarding rights
6 agreement Holder Yes Against For
Prentiss Approval of the
Properties agreement and plan of
Trust PP 740706106 12/21/05 11/15/05 Special 1 merger Holder Yes Against Against
Washington Election of six (6)
Mutual WM 478160104 4/18/06 2/24/06 Annual 1 directors Issuer Yes For For
Proposal to ratify the
appointment of Deliotte
& Touche LLP as the
company's independent
2 auditors for 2006 Issuer Yes For For
To approve the amended
and restated 2003
equity incentive plan,
including an increase
in the number of shares
that may be subject to
3 awards made thereunder Issuer Yes For For
To approve the
executive incentive
4 compensation plan Issuer Yes For For
To approve the company
proposal to amend the
articles of
incorporation (as
amended) to declassify
the board of directors
and establish annual
elections for all
company directors
commencing with the
2007 annual meeting,
rather than the current
staggered three-year
5 terms Issuer Yes For For
Proposal relating to
the disclosure of the
company's political
6 contributions Holder Yes Against For
F&C/Claymore
Total Return Vote for the election
Fund Common FLC 338479108 4/21/06 1/30/06 Annual 1 on Morgan Gust Issuer Yes For For
F&C/Claymore
PFD SEC Income Vote for the election
FD-Common FFC 338478100 4/21/06 1/30/06 Annual 1 on Morgan Gust Issuer Yes For For
Merck & Co., Election of twelve (12)
Inc. MRK 589331107 4/25/06 2/24/06 Annual 1 directors Issuer Yes For For
Ratification of the
appointment of the
company's independent
registered public
2 accounting firm for 2006 Issuer Yes For For
Proposal to adopt the
3 2007 incentive plan Issuer Yes For For
Proposal to adopt the
2006 non-employee
directors stock option
4 plan Issuer Yes Against Against
Proposal concerning
5 stock option awards Holder Yes Against For
Stockholder proposal
concerning non-director
6 shareholder votes Holder Yes Against Against
Proposal concerning an
animal welfare policy
7 report Holder Yes Against For
Anheuser-Busch Election of five (5)
Companies, Inc. BUD 035229103 4/26/06 2/28/06 Anuual 1 directors Issuer Yes For For
Amendment of the
restated certifcate of
2 incorporation Issuer Yes For For
Approval of 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 four (4)
Eaton ETN 278058102 4/26/06 2/27/06 Annual 1 directors Issuer Yes For For
Ratification of the
appointment of Ernst &
Young LLP as
independent auditor for
2 2006 Issuer Yes For 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
Ratification of
appointment of PWC as
independent registered
3 public 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
Election of thirteen
Pfizer Inc. PFE 717081103 4/27/06 3/1/06 Annual 1 (13) directors Issuer Yes For For
Appointment of KPMG as
independent registered
2 accounting firm Issuer Yes For For
Proposal to amend
company's restated
certificate of
incorporation to
eliminate supermajority
vote requirements and
3 fair price provision Issuer Yes For For
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 feasibility
of amending corporate
policy on laboratory
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
Pan Pacific
Properties, Election of four (4)
Inc. PNP 69806L104 4/28/06 2/16/06 Annual 1 directors Issuer Yes For For
Brandywine Election of ten (10)
Realty Trust BDN 105368203 5/2/06 3/23/06 Annual 1 directors Issuer Yes For For
Ratification of the
audit committee's
appointment of
Pricewaterhousecoopers
LLP as independent
registered public
2 accounting firm Issuer Yes For For
Bristol-Myers Election of nine (9)
Squibb 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 Issuer Yes For For
4 Cumulative voting Holder Yes Against For
5 Recoupment Issuer Yes Against Against
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 Inc., Election of eleven (11)
Class B BRK/B 084670207 5/6/06 3/8/06 Annual 1 directors Issuer Yes For For
Avalon Bay
Communities, Election of nine (9)
Inc. AVB 053484101 5/17/06 3/8/06 Annual 1 directors Issuer Yes For For
Ratify the selection of
Ernst & Young LLP as
the company's
independent auditors
2 for the YE 2006 Issuer Yes For For
Archstone-Smith Election of ten (10)
Trust ASN 039583109 5/17/06 3/27/06 Annual 1 directors Issuer Yes For For
appointment of KPMG LLP
as auditors for the
2 current fiscal year Issuer Yes For For
First
Industrial
Realty Trust, Election of four (4)
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 the
appointment of
Pricewaterhousecoopers
LLP as independent
registered public
3 accounting firm 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 Election of three (3)
Companies, 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
HRPT
Properties Election of two (2)
Trust HRP 40426W101 5/23/06 3/24/06 Annual 1 directors Issuer Yes For For
Approve amendments to
our declaration of
trust that increase
certain beneficial
ownership limitations
from 8.5% - 9.8% of the
value of our total
2 shares outstanding. Issuer Yes Against Against
Approve an amendment to
our declaration of
trust that will provide
the board of trustees
w/ the power to amend
3 to change name. Issuer Yes Against Against
Approve an amendment to
our declaration of
trust that permits us
to issue shares w/o
4 certificates Issuer Yes Against Against
Approve an amendment to
our declaration of
trust to remove our
obligation to deliver
certain reports to our
5 shareholders Issuer Abstai Abstain Abstain
Approve the adjournment
or postponement of the
meeting, if necessary
to solicit additional
proxies if there are
insufficient votes to
6 approve items 2 - 5 Issuer AbstainAbstain Abstain
Sun
Communities, Election of two (2)
Inc. SUI 866674104 5/25/06 4/12/06 Annual 1 directors Issuer Yes For For
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
Regency
Centers Election of eleven (11)
Corporation REG 758849103 5/2/06 3/17/06 Annual 1 directors Issuer No
Ratification of
appointment of KPMG LLP
as independent
registered public
2 accounting company Issuer No
Floating Rate,
Inc. Strat Fd Election of seven (7)
II, Inc. FRB 339736100 8/15/06 6/2/06 Special 1 directors Issuer Yes For For
To approve a new
investment advisory
agreement with Black
2 rock Advisors, Inc. Issuer Yes For For
To 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 8/15/06 6/2/06 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 Growth & Income 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.