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, 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
Proposed Cast Vote
by (Yes (For For or
Shareholder Issuer or or Against
Ticker Meeting Record Meeting Description of Matter to or Abstain) Against) Management
Name of Issuer Symbol CUSIP Date Date Type be Voted On Holder
--------------- ------ ---------- ---------- ---------- ------- --------------------------- --------- ------- ------- -----------
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 Issuer Yes For For
Humer 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 Issuer Yes For For
purchase 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
16 Authority to Issuer Yes For For
establish
international share
plans
17 Amendments to the Issuer Abstain Abstain Abstain
articles of
association
Anheuser-Busch BUD 035229103 11/12/2008 10/3/2008 Special 1 Adopt agreement and Issuer Yes For For
Companies Inc. plan of merger
2 Adjourn special Issuer Yes Against Against
meeting to a later
date to solicit
additional proxies
if there are
insufficient votes
to approve Porposal 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 Issuer Yes For For
of 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 Issuer Yes For For
American seventeen (17)
Corporation Directors
2 Increase range in Issuer Yes Against Against
the number of
directors to 10
3 Ratify appointment Issuer Yes For For
of PWC, LLP as
public
D.R. Horton, DHI 23331A109 1/29/2009 12/2/2008 Annual 1 Election of seven Issuer Yes For For
Inc. (7) 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
KB Home KBH 48666K109 4/2/2009 2/13/2009 Annual 1 Election of seven Issuer Yes For For
(7) Directors
2 Ratify appointment Issuer Yes For For
of Ernst & Young,
LLP as public
accounting firm.
3 Amendment to Issuer Yes Against Against
restated certificate
of incorporation
4 Proposal to approve Issuer Yes Against Against
successor rights plan
5 Incentive plan for Issuer Yes Against Against
Executives and vote
against 6, 7, & 8
6 Proposal relating to Holder Yes For Against
executive incentive
plan
7 Proposal relating to Holder Yes For Against
advisory vote on
executive
compensation
8 Proposal relating to Holder Abstain Abstain Abstain
healthcare reform
principals
The Ryland RYL 783764103 4/29/2009 2/17/2009 Annual 1 Election of eight Issuer Yes For For
Group, Inc. (8) Directors
2 Amendment of the Issuer Abstain Abstain Abstain
articles of
incorporation
3 Shareholder rights Issuer Abstain Abstain Abstain
plan
4 Proposal from the Holder Yes For Against
Nathan Cummings
Foundation
5 Proposal from Holder Yes For Against
certain retirement
systems and pensions
funds of the
employees of NYC
6 Proposal from Holder Yes For For
Amalgamated Bank
Longview Midcap 400
Index Fund
7 Ratify Ernst & Young Issuer Yes For For
as accountant
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
B Ratify KPMG Issuer Yes For For
C1 Cumulative Voting Holder Yes For Against
C2 Executive Holder Yes For Against
Compensation
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 Holder Yes For Against
Compensation
Pfizer Inc. PFE 717081103 4/23/2009 2/24/2009 Annual 1 Election of eleven Issuer Yes For For
(11) Directors
2 KPMG as accountants Issuer Yes For For
3 2006 Stock plan Issuer Yes Against Against
4 Stock options Holder Yes For Against
5 Executive Holder Yes For Against
compensation
6 Cumulative voting Holder Yes For Against
7 Special shareholder Holder Yes For Against
meetings
Neuberger NRO-W 64190A301 5/13/2009 2/27/2009 Annual 1 Approve new Issuer Yes Against Against
Berman R/E management agreement
SEC
Income-PFD C
2 Approve new Issuer Yes Against Against
sub-advisory
agreement
3 Election of five (5) Issuer Yes For For
Directors
Burlington BNI 12189T104 4/23/2009 2/27/2009 Annual 1 Election of eleven Issuer Yes For For
Northern (11) Directors
Santa Fe
Corporation
2 PWC as auditor Issuer Yes For For
3 Executive pay Holder Yes For Against
4 Special shareholder Holder Yes For Against
meeting
5 Report on political Holder Abstain Abstain Abstain
contributions
Berkshire BRK/A 084670108 5/2/2009 3/4/2009 Annual 1 Election of eleven Issuer Yes For For
Hathaway, Inc. (11) Directors
2 Sustainability report Holder Yes Against For
Berkshire BRK/B 084670207 5/2/2009 3/4/2009 Annual 1 Election of eleven Issuer Yes For For
Hathaway, Inc. (11) Directors
2 Sustainability report Holder Yes Against For
Cohen & RQI-M 19247L700 4/30/2009 3/5/2009 Annual 1 Election of three Issuer Yes For For
Steers (3) Directors
Quality Inc
RLTY - SER M7
Cohen & RTU 19247Y108 4/30/2009 3/5/2009 Annual 1 Election of three Issuer Yes For For
Steers REIT & (3) Directors
Utility In Sr
Com
Cohen & UTF 19248A109 4/30/2009 3/5/2009 Annual 1 Election of three Issuer Yes For For
Steers SEL (3) Directors
Utility FD-Com
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
YRC Worldwide YRCW 984249102 5/14/2009 3/17/2009 Annual 1 Election of nine (9) Issuer Yes For For
Inc. Directors
2 Approval of union Issuer Yes For For
employee option plan.
3 Approval of Issuer Yes For For
non-union employee
option plan.
4 Appointment of KPMG, Issuer Yes For For
LLP as accountants
for 2009
Yum! Bands, YUM 988498101 5/21/2009 3/23/2009 Annual 1 Election of thirteen Issuer Yes For For
Inc. (13) Directors
2 Ratify auditors Issuer Yes For For
3 Approve Executive Issuer Yes Against Against
Incentive
Compensation plan
4 Shareholder rights Issuer Yes For For
plan
5 Proposal to ratify Issuer Yes For For
executive
compensation plan
6 Proposal relating to Holder Yes Against For
food supply chain
security and
sustainability
7 Proposal relating to Holder Yes Against For
healthcare reform
principals
8 Proposal relating to Holder Yes Against For
animal welfare
Constellation CEG 210371100 5/29/2009 3/27/2009 Annual 1 Election of eleven Issuer Yes For For
Energy Group, (11) Directors
Inc.
2 PWC, LLP as Issuer Yes For For
accountant
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
accountant
3 Allow holders of 25% Issuer Abstain Abstain Abstain
of shares of the
company's
outstanding common
stock to call a
special a special
meeting of
shareholders
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
Redwood RWT 758075402 5/19/2009 3/31/2009 Annual 1 Election of four (4) Issuer Yes For For
Trust, Inc. Directors
2 Grant Thornton LLP Issuer Yes For For
as accountantp
3 plan to increase Issuer Yes For For
shares authorized
for issuance under
that plan by 100,00
4 Amend charter to Issuer Yes For For
increase shares from
75 million to 100
million
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
accountants
3 Gender identity Holder Yes Against For
non-discrimination
policy
4 Superior performance Holder Yes For Against
pay
5 Executive Holder Yes For Against
compensation
6 Political Holder Yes Against For
contributions report
7 Special shareholder 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 Holder Yes Against For
sales
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 Total Return Fund, Inc.
By: /s/ Stephen C. Miller
-------------------------------
Stephen C. Miller
President (Principal Executive Officer)
Date: August 28, 2009