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.
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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
by Vote Vote For
Shareholder Issuer Cast (For or
Ticker Meeting Record Meeting Description of Matter to be or (Yes or Against
Name of Issuer Symbol CUSIP Date Date Type Voted On Holder or No) Against) Mngmnt
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Election of ten (10)
Walgreen Co. WAG 931422109 1/9/08 11/12/07 Annual 1 Directors Issuer Yes For For
Ratification of Deloitte
2 & Touche, LLP Issuer Yes For For
Disclose charitable
3 contributions Holder Yes Against For
4 Adoption of poison pill Holder Yes For Against
Chairman of the board
must not have previously
served as an executive
5 officer Holder Yes Against For
Approve agreement
and plan of reorganization
pursuant to which
NRO would transfer
its assets to NRI in
exchange for shares
of stock and assumption
by NRO of
Neuberger Berman NRI's liabilities and NRI
R/E Sec Income-PFD 64190A202 1/25/08 11/29/07 Special 1 would dissolve Issuer Yes For For
Election of eight (8)
D. R. Horton, Inc. DHI 23331A109 1/31/08 12/3/07 Annual 1 Directors Issuer Yes For For
Approve amended and
restated 200 incentive
2 bonus plan Issuer Yes Against For
Approve 2008 performance
3 plan Issuer Yes Against For
Pay-for-superior-performance
standard for executive
4 compensation Holder Yes For For
To conduct other business
5 brought before meeting Issuer Abstain Abstain Abstain
Cohen & Steers
REIT & PFD Inc.- Election of three (3)
Ser W7 (pfd) 19247X407 2/25/08 4/17/08 Annual 1 Directors Issuer Yes For For
Election of fourteen (14)
Scotiabank BNS-CA 064149107 3/4/08 1/14/08 Annual 1 Directors Issuer Yes For For
Appointment of KPMG, LLP
2 as auditors Issuer Yes For For
3 Shareholder proposal 1 Holder Yes For Against
4 Shareholder proposal 2 Holder Yes Against For
5 Shareholder proposal 3 Holder Yes Against For
6 Shareholder proposal 4 Holder Yes Against For
7 Shareholder proposal 5 Holder Yes Against For
8 Shareholder proposal 6 Holder Yes Against For
9 Shareholder proposal 7 Holder Yes For Against
10 Shareholder proposal 8 Holder Yes Against For
11 Shareholder proposal 9 Holder Yes For Against
12 Shareholder proposal 10 Holder Yes For Against
13 Shareholder proposal 11 Holder Yes For Against
14 Shareholder proposal 12 Holder Yes For Against
15 Shareholder proposal 13 Holder Yes Against For
16 Shareholder proposal 14 Holder Yes Against For
Election of three (3)
Toll Brothers, Inc. TOL 889478103 3/12/08 1/15/08 Annual 1 directors Issuer Yes For For
Approval of CEO cash
2 bonus plan Issuer Yes Against Against
Approval of stock
3 incentive for employees Issuer Yes Against Against
Approval of stock
incentive for
4 non-employee directors Issuer Yes Against Against
Authorize a stock option
exchange program for
employees other than
executive officers and
5 directors Issuer Yes Against Against
Ratify appointment of
Ernst & Young LLP as
public accounting firm
6 for 2008 fiscal year Issuer Yes For For
Neuberger Berman Election of six (6)
R/E Sec Income-PFD 64190A202 5/28/08 3/27/08 Annual 1 directors Issuer Yes For For
Find suitable
alternatives to current
2 manager Holder Yes Against For
Cohen & Steers
Select Utility Election of three (3)
Fund, Inc. (pfd) 19248A208 4/1/08 Annual 1 directors Issuer Yes For For
Adjournment of meeting,
2 if proposed Issuer Yes For For
F & C Claymore
Total Return Election of one (1)
Fund-Common FLC 338479108 4/18/08 1/25/08 Annual 1 director Issuer Yes For For
Cohen & Steers
REIT & Util Inc. Election of three (3)
SR T7-2 (pfd) 19247Y850 4/1/08 2/8/08 Annual 1 directors Issuer Yes For For
Adjournment, in the
discretion of the proxy
2 holder Issuer Abstain Abstain Abstain
Cohen & Steers SEL
Utility Inc-SER M7 Election of three (3)
(pfd) 19248A208 4/1/08 2/8/08 Annual 1 directors Issuer Yes For For
Adjournment, in the
discretion of the proxy
2 holder Issuer Abstain Abstain Abstain
Election of seven (7)
Ryland Group, 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 Revenue
5 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
7 accounting firm 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
2 accounting firm for 2008 Issuer Yes For For
Executive Compensation
3 proposal Holder Yes For Against
Severance Agreement
4 proposal 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 common
2 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
8 auditor for 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
2 public accounting firm Issuer Yes For For
Executive compensation
3 policies and disclosure Holder Yes For Against
Regency Centers Election of eleven (11)
Corporation REG 758849103 5/6/08 2/26/08 Annual 1 Directors Issuer Yes For For
reapproval of performance
goals under long term
2 omnibus plan Issuer Yes For For
Appointment of KPMG, LLP
as independent registered
3 public accounting firm Issuer Yes For For
Anheuser-Busch Election of nine (9)
Companies, Inc. BUD 035229103 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
Berkshire Election of eleven (11)
Hathaway, Inc. BRK 084670207 5/3/08 3/5/08 Annual 1 Directors Issuer Yes For For
American Express Election of twelve (12)
Company AXP 25816109 4/28/08 2/29/08 Annual 1 Directors Issuer Yes For For
Appointment of PWC, LLP
as independent registered
2 public accounting firm Issuer Yes For For
Require majority vote for
election of directors in
3 noncontested elections Issuer Yes For For
Eliminate statutory
supermajority voting:
4a merger of consolidation Issuer Yes For For
Eliminate statutory
supermajority voting:
sale, lease, exchange or
4b other disposition Issuer Yes For For
Eliminate statutory
supermajority voting:
4c exchange of shares Issuer Yes For For
Eliminate statutory
supermajority voting:
authorization of
4d dissolution Issuer Yes For For
Cumulative voting for
5 directors Holder Yes For Against
Nationwide Health Election of two (2)
Properties, Inc. NHP 638620104 5/2/08 2/29/08 Annual 1 Directors Issuer Yes For For
Appointment of Ernst &
Young, LLP as independent
2 accountants Issuer Yes For For
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
3 Majority vote requirements Holder Yes For Against
Brookfield Asset Election of two (2)
Management, Inc. BAMA 112585104 4/30/08 3/12/08 Annual 1 Directors Issuer Yes For For
Appoint auditors and
directors to fix
renumeration to be paid
2 to auditors Issuer Yes For For
Gabelli Dividend & Election of four (4)
Income Trust-PFD B 36242H302 5/19/08 3/17/08 Annual 1 Directors Issuer Yes For For
Washington Mutual,
Inc. WM 939322103 6/24/08 4/15/08 Special 1 Increase number of shares Issuer Yes For For
Approve the conversion of
series S and T preferred
stock into common stock
and the exercise of
warrants to purchase
2 common stock Issuer Yes For 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
2 as independent 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 Growth & Income Fund, Inc.
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By (Signature and Title)* /s/ Stepheh 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.