Denali Fund NPX Annual report of proxy voting record

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: 811-21200

THE DENALI 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: October 31

Date of reporting period: July 1, 2011– June 30, 2012

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, 2011 to June 30, 2012

The Denali Fund, Inc.

Proxy Voting 07/01/11 to 06/30/12

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

VENTAS, INC.

VTR

92276F100

7/1/2011

5/13/2011

TO APPROVE THE ISSUANCE OF SHARES OF VENTAS COMMON STOCK TO THE STOCKHOLDERS OF NATIONWIDE HEALTH PROPERTIES, INC. ("NHP") IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER, DATED AS OF FEBRUARY 27, 2011, BY AND AMONG VENTAS, ITS WHOLLY OWNED SUBSIDIARY, NEEDLES ACQUISITION LLC, AND NHP.

Issuer

Yes

For

TO APPROVE AN AMENDMENT TO VENTAS'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF VENTAS CAPITAL STOCK FROM 310,000,000 TO 610,000,000 AND THE NUMBER OF AUTHORIZED SHARES OF VENTSS COMMON STOCK FROM 300,000,000 TO 600,000,000.

Issuer

Yes

For

TO APPROVE ANY ADJOURNMENTS OF THE VENTAS SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES FOR THE PROPOSALS TO ISSUE VENTAS COMMON STOCK IN CONNECTION WITH THE MERGER AND THE CHARTER AMENDMENT TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF VENTAS COMMON STOCK.

Issuer

Abstain

The Proctor & Gamble Company

742718109

10/11/2011

8/12/2011

Election of directors. Nominees:

Angela F. Braly

Issuer

Yes

For

Kennith I. Chenault

Issuer

Yes

For

Scott D. Cook

Issuer

Yes

For

Susan Desmond-Hellmann

Issuer

Yes

For

Robert A. McDonald

Issuer

Yes

For

W. James McNerney

Issuer

Yes

For

Jonathan A. Rodgers

Issuer

Yes

For

Margaret C. Whitman

Issuer

Yes

For

Mary Agnes Wilderotter

Issuer

Yes

For

Patricial A. Woertz

Issuer

Yes

For

Ernesto Zedillo

Issuer

Yes

For

Ratify the appointment of the independent registered public accounting firm.

Issuer

Yes

For

Advisory vote to approve the company's say on pay vote.

Issuer

Yes

For

Advisory vote to recommend the frequency of the say on pay vote.

Issuer

Yes

1 yr

For

Amend the company's amended articles of incorporation.

Issuer

Yes

For

Shareholder Proposal #1 - cumulative voting.

Holder

Yes

For

Against

Shareholder Proposal #2 - animal testing .

Holder

Yes

Against

For

Shareholder proposal #3 - electioneering contributions.

Holder

Yes

Against

For

Advent/ Claymore Global Conv Sec & In W7

007639305

10/25/2011

9/6/2011

Election of Trustee: Mr. Daniel L. Black

Issuer

Yes

For

Election of Trustee: Mr. Michael A. Smart

Issuer

Yes

For

TS&W/CLAYMORE TAX ADVT AUCTN MKT PDF-M7

87280R207

11/23/2011

9/16/2011

TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION (THE "REORGANIZATION AGREEMENT") BETWEEN THE FUND AND RYDEX SGI MUNICIPAL FUND, A SERIES OF THE SECURITY INCOME FUND ("RYDEX SGI FUND"), ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

Issuer

Yes

For

TO TRANSACT SUCH OTHER BUSINESS AS MANY PROPERLY COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.

Issuer

Abstain

RMR ASIA PAC REAL ESTATE FD COM

RAP

76970B101

12/13/2011

10/24/2011

TO APPROVE THE ISSUANCE OF COMMON SHARES OF RMR ASIA PACIFIC REAL ESTATE FUND ("RAP") IN CONNECTION WITH AN AGREEMENT AND PLAN OF REORGANIZATION PROVIDING FOR THE REORGANIZATION OF RMR REAL ESTATE INCOME FUND WITH AND INTO RAP.

Issuer

Yes

For

TO APPROVE CHANGES TO THE FUNDAMENTAL INVESTMENT OBJECTIVES AND RESTRICTIONS OF RAP.

Issuer

Yes

For

TO APPROVE A NEW INVESTMENT ADVISORY CONTRACT BETWEEN RAP AND RMR ADVISORS, INC.

Issuer

Yes

For

Election of Director: John L. Harrington

Issuer

Yes

For

F&C/CLAYMORE TOTAL RETURN FUND

FLC

338479108

4/19/2012

1/20/2012

Election of directors. Nominees:

01) Morgan Gust

Issuer

Yes

For

02) Karen H. Hogan

Issuer

Yes

For

REVISE THE FUNDAMENTAL INVESTMENT POLICY RELATING TO CONCENTRATION OF INVESTMENTS IN THE BANKING INDUSTRY.

Issuer

Yes

For

REVISE THE FUNDAMENTAL INVESTMENT POLICY RELATING TO CONCENTRATION OF INVESTMENTS IN THE UTILITIES INDUSTRY.

Issuer

Yes

For

PUBLIC SERVICE ENTERPRISE GROUP INC.

PEG

744573106

4/17/2012

2/17/2012

ELECTION OF DIRECTORS: ALBERT R. GAMPER, JR.

Issuer

Yes

For

ELECTION OF DIRECTORS: CONRAD K. HARPER

Issuer

Yes

For

ELECTION OF DIRECTORS: WILLIAM V. HICKEY

Issuer

Yes

For

ELECTION OF DIRECTORS: RALPH IZZO

Issuer

Yes

For

ELECTION OF DIRECTORS: SHIRLEY ANN JACKSON

Issuer

Yes

For

ELECTION OF DIRECTORS: DAVID LILLEY

Issuer

Yes

For

ELECTION OF DIRECTORS: THOMAS A. RENYI

Issuer

Yes

For

ELECTION OF DIRECTORS: HAK CHEOL SHIN

Issuer

Yes

For

ELECTION OF DIRECTORS: RICHARD J. SWIFT

Issuer

Yes

For

ELECTION OF DIRECTORS: SUSAN TOMASKY

Issuer

Yes

For

ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION.

Issuer

Yes

For

RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR 2012.

Issuer

Yes

For

PIMCO CORPORATE & INCOME OPP FD-PREF W

72201B408

4/23/2012

2/17/2012

Election of directors. Nominees:

1) JOHN C. MANEY

Issuer

Yes

For

2) DEBORAH A. ZOULLAS

Issuer

Yes

For

LINN ENERGY, LLC

LINE

536020100

4/24/2012

3/1/2012

Election of directors. Nominees:

1) GEORGE A. ALCORN

Issuer

Yes

For

2) MARK E. ELLIS

Issuer

Yes

For

3) TERRENCE S. JACOBS

Issuer

Yes

For

4) MICHAEL C. LINN

Issuer

Yes

For

5) JOSEPH P. MCCOY

Issuer

Yes

For

6) JEFFREY C. SWOVELAND

Issuer

Yes

For

RATIFICATION OF APPOINTMENT OF KPMG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012.

Issuer

Yes

For

COHEN & STEERS INFRASTRUCTURE FUND, INC

UTF

19248A109

4/26/2012

2/21/2012

Election of directors. Nominees:

1) GEORGE GROSSMAN

Issuer

Yes

For

2) ROBERT H. STEERS

Issuer

Yes

For

3) C. EDWARD WARD JR.

Issuer

Yes

For

JOHNSON & JOHNSON

JNJ

478160104

4/26/2012

2/28/2012

Election of directors. Nominees:

1a. ELECTION OF DIRECTOR: MARY SUE COLEMAN

Issuer

Yes

For

1b. ELECTION OF DIRECTOR: JAMES G. CULLEN

Issuer

Yes

For

1c. ELECTION OF DIRECTOR: IAN E.L. DAVIS

Issuer

Yes

For

1d. ELECTION OF DIRECTOR: ALEX GORSKY

Issuer

Yes

For

1e. ELECTION OF DIRECTOR: MICHAEL M.E. JOHNS

Issuer

Yes

For

1f. ELECTION OF DIRECTOR: SUSAN L. LINDQUIST

Issuer

Yes

For

1g. ELECTION OF DIRECTOR: ANNE M. MULCAHY

Issuer

Yes

For

1h. ELECTION OF DIRECTOR: LEO F. MULLIN

Issuer

Yes

For

1i. ELECTION OF DIRECTOR: WILLIAM D. PEREZ

Issuer

Yes

For

1j. ELECTION OF DIRECTOR: CHARLES PRINCE

Issuer

Yes

For

1k. ELECTION OF DIRECTOR: DAVID SATCHER

Issuer

Yes

For

1l. ELECTION OF DIRECTOR: WILLIAM C. WELDON

Issuer

Yes

For

1m. ELECTION OF DIRECTOR: RONALD A. WILLIAMS

Issuer

Yes

For

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

Issuer

Yes

For

APPROVAL OF THE COMPANY'S 2012 LONG-TERM INCENTIVE PLAN

Issuer

Yes

For

RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012

Issuer

Yes

For

SHAREHOLDER PROPOSAL ON INDEPENDENT BOARD CHAIRMAN

Holder

Yes

Against

For

SHAREHOLDER PROPOSAL ON BINDING VOTE ON POLITICAL CONTRIBUTIONS

Holder

Yes

Against

For

SHAREHOLDER PROPOSAL ON ADOPTING NON-ANIMAL METHODS FOR TRAINING

Holder

Yes

Against

For

RMR Real Estate Fund

RIF

76970B101

4/10/2012

2/16/2012

To elect one Class II Trustee: Jeffrey P. Somers

Issuer

N/A

SCANA CORPORATION

SCG

80589M102

5/3/2012

3/5/2012

Election of directors. Nominees:

1) JAMES A. BENNETT

Issuer

Yes

For

2) LYNNE M. MILLER

Issuer

Yes

For

3) JAMES W. ROQUEMORE

Issuer

Yes

For

4) MACEO K. SLOAN

Issuer

Yes

For

APPROVAL OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

Issuer

Yes

For

SHAREHOLDER PROPOSAL REGARDING REPEAL OF THE CLASSIFICATION OF THE BOARD OF DIRECTORS.

Holder

Yes

For

Against

Berkshire Hathaway Inc. Class A

BRK/A

084670108

5/5/2012

3/7/2012

Election of directors. Nominees:

1) WARREN E. BUFFETT

Issuer

Yes

For

2) CHARLES T. MUNGER

Issuer

Yes

For

3) HOWARD G. BUFFETT

Issuer

Yes

For

4) STEPHEN B. BURKE

Issuer

Yes

For

5) SUSAN L. DECKER

Issuer

Yes

For

6) WILLIAM H. GATES III

Issuer

Yes

For

7) DAVID S. GOTTESMAN

Issuer

Yes

For

8) CHARLOTTE GUYMAN

Issuer

Yes

For

9) DONALD R. KEOUGH

Issuer

Yes

For

10) THOMAS S. MURPHY

Issuer

Yes

For

11) RONALD L. OLSON

Issuer

Yes

For

12) WALTER SCOTT, JR.

Issuer

Yes

For

SHAREHOLDER PROPOSAL REGARDING SUCCESSION PLANNING.

Holder

Yes

Against

For

LINN ENERGY, LLC

LINE

536020100

4/24/2012

3/1/2012

Election of directors. Nominees:

1) GEORGE A. ALCORN

Issuer

Yes

For

2) MARK E. ELLIS

Issuer

Yes

For

3) TERRENCE S. JACOBS

Issuer

Yes

For

4) MICHAEL C. LINN

Issuer

Yes

For

5) JOSEPH P. MCCOY

Issuer

Yes

For

6) JEFFREY C. SWOVELAND

Issuer

Yes

For

RATIFICATION OF APPOINTMENT OF KPMG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012.

Issuer

Yes

For

3M COMPANY

MMM

88579Y101

5/8/2012

3/9/2012

Election of directors. Nominees:

1A. ELECTION OF DIRECTOR: LINDA G. ALVARADO

Issuer

Yes

For

1B. ELECTION OF DIRECTOR: VANCE D. COFFMAN

Issuer

Yes

For

1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW

Issuer

Yes

For

1D. ELECTION OF DIRECTOR: W. JAMES FARRELL

Issuer

Yes

For

1E. ELECTION OF DIRECTOR: HERBERT L. HENKEL

Issuer

Yes

For

1F. ELECTION OF DIRECTOR: EDWARD M. LIDDY

Issuer

Yes

For

1G. ELECTION OF DIRECTOR: ROBERT S. MORRISON

Issuer

Yes

For

1H. ELECTION OF DIRECTOR: AULANA L. PETERS

Issuer

Yes

For

1I. ELECTION OF DIRECTOR: INGE G. THULIN

Issuer

Yes

For

1J. ELECTION OF DIRECTOR: ROBERT J. ULRICH

Issuer

Yes

For

TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS 3M'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

Issuer

Yes

For

ADVISORY APPROVAL OF EXECUTIVE COMPENSATION.

Issuer

Yes

For

TO APPROVE THE 2012 AMENDED AND RESTATED GENERAL EMPLOYEES STOCK PURCHASE PLAN.

Issuer

Yes

For

TO APPROVE THE AMENDED 2008 LONG-TERM INCENTIVE PLAN.

Issuer

Yes

For

STOCKHOLDER PROPOSAL ON LOBBYING.

Holder

Yes

Against

For

STOCKHOLDER PROPOSAL TO PROHIBIT POLITICAL SPENDING FROM CORPORATE TREASURY FUNDS.

Holder

Yes

Against

For

STOCKHOLDER PROPOSAL ON INDEPENDENT BOARD CHAIRMAN.

Holder

Yes

Against

For

GABELLI DIVIDEND & INCOME TRUST-PFD C

36242H401

5/14/2012

3/19/2012

Election of directors. Nominees:

1) JAMES P. CONN

Issuer

Yes

For

2) SALVATORE M. SALIBELLO

Issuer

Yes

For

3) EDWARD T. TOKAR

Issuer

Yes

For

ALTRIA GROUP, INC.

02209S103

5/17/2012

3/26/2012

Election of directors. Nominees:

1A. ELECTION OF DIRECTOR: ELIZABETH E. BAILEY

Issuer

Yes

For

1B. ELECTION OF DIRECTOR: GERALD L. BALILES

Issuer

Yes

For

1C. ELECTION OF DIRECTOR: MARTIN J. BARRINGTON

Issuer

Yes

For

1D. ELECTION OF DIRECTOR: JOHN T. CASTEEN III

Issuer

Yes

For

1E. ELECTION OF DIRECTOR: DINYAR S. DEVITRE

Issuer

Yes

For

1F. ELECTION OF DIRECTOR: THOMAS F. FARRELL II

Issuer

Yes

For

1G. ELECTION OF DIRECTOR: THOMAS W. JONES

Issuer

Yes

For

1H. ELECTION OF DIRECTOR: W. LEO KIELY III

Issuer

Yes

For

1I. ELECTION OF DIRECTOR: KATHRYN B. MCQUADE

Issuer

Yes

For

1J. ELECTION OF DIRECTOR: GEORGE MUNOZ

Issuer

Yes

For

1K. ELECTION OF DIRECTOR: NABIL Y. SAKKAB

Issuer

Yes

For

RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Issuer

Yes

For

ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS

Issuer

Yes

For

SHAREHOLDER PROPOSAL - DISCLOSURE OF LOBBYING POLICIES AND PRACTICES

Holder

Yes

Against

For

VENTAS, INC.

VTR

92276F100

5/17/2012

3/20/2012

Election of directors. Nominees:

1A. ELECTION OF DIRECTOR: DEBRA A. CAFARO

Issuer

Yes

For

1B. ELECTION OF DIRECTOR: DOUGLAS CROCKER II

Issuer

Yes

For

1C. ELECTION OF DIRECTOR: RONALD G. GEARY

Issuer

Yes

For

1D. ELECTION OF DIRECTOR: JAY M. GELLERT

Issuer

Yes

For

1E. ELECTION OF DIRECTOR: RICHARD I. GILCHRIST

Issuer

Yes

For

1F. ELECTION OF DIRECTOR: MATTHEW J. LUSTIG

Issuer

Yes

For

1G. ELECTION OF DIRECTOR: DOUGLAS M. PASQUALE

Issuer

Yes

For

1H. ELECTION OF DIRECTOR: ROBERT D. REED

Issuer

Yes

For

1I. ELECTION OF DIRECTOR: SHELI Z. ROSENBERG

Issuer

Yes

For

1J. ELECTION OF DIRECTOR: GLENN J. RUFRANO

Issuer

Yes

For

1K. ELECTION OF DIRECTOR: JAMES D. SHELTON

Issuer

Yes

For

RATIFICATION OF SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2012.

Issuer

Yes

For

ADVISORY VOTE ON EXECUTIVE COMPENSATION.

Issuer

Yes

For

ADOPTION OF THE VENTAS, INC. 2012 INCENTIVE PLAN.

Issuer

Yes

For

TRANSOCEAN, LTD.

RIG

H8817H100

5/18/2012

3/21/2012

APPROVAL OF THE 2011 ANNUAL REPORT, INCLUDING THE CONSOLIDATED FINANCIAL STATEMENTS OF TRANSOCEAN LTD. FOR FISCAL YEAR 2011 AND THE STATUTORY FINANCIAL STATEMENTS OF TRANSOCEAN LTD. FOR FISCAL YEAR 2011.

Issuer

Yes

For

APPROPRIATION OF AVAILABLE EARNINGS FOR FISCAL YEAR 2011.

Issuer

Yes

For

3A.

ELECTION OF CLASS I DIRECTOR FOR THREE-YEAR TERM: GLYN BARKER

Issuer

Yes

For

3B.

ELECTION OF CLASS I DIRECTOR FOR THREE-YEAR TERM: VANESSA C.L. CHANG

Issuer

Yes

For

3C.

ELECTION OF CLASS I DIRECTOR FOR THREE-YEAR TERM: CHAD DEATON

Issuer

Yes

For

3D.

REELECTION OF CLASS I DIRECTOR FOR THREE-YEAR TERM: EDWARD R. MULLER

Issuer

Yes

For

3E.

REELECTION OF CLASS I DIRECTOR FOR THREE-YEAR TERM: TAN EK KIA

Issuer

Yes

For

APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2012 AND REELECTION OF ERNST & YOUNG LTD., ZURICH, AS THE COMPANY'S AUDITOR FOR A FURTHER ONE-YEAR TERM.

Issuer

Yes

For

ADVISORY VOTE ON EXECUTIVE COMPENSATION.

Issuer

Yes

For

LTC PROPERTIES, INC.

LTC

502175102

5/22/2012

4/9/2012

Election of directors. Nominees:

1) ANDRE C. DIMITRIADIS

Issuer

Yes

For

2) BOYD W. HENDRICKSON

Issuer

Yes

For

3) EDMUND C. KING

Issuer

Yes

For

4) DEVRA G. SHAPIRO

Issuer

Yes

For

5) WENDY L. SIMPSON

Issuer

Yes

For

6) TIMOTHY J. TRICHE, M.D.

Issuer

Yes

For

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

Issuer

Yes

For

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.

Issuer

Yes

For

AMENDMENT TO CHARTER TO INCREASE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.

Issuer

Yes

For

DIAMOND OFFSHORE DRILLING, INC.

25271C102

5/22/2012

3/26/2012

Election of directors. Nominees:

1A. ELECTION OF DIRECTOR: JAMES S. TISCH

Issuer

Yes

For

1B. ELECTION OF DIRECTOR: LAWRENCE R. DICKERSON

Issuer

Yes

For

1C. ELECTION OF DIRECTOR: JOHN R. BOLTON

Issuer

Yes

For

1D. ELECTION OF DIRECTOR: CHARLES L. FABRIKANT

Issuer

Yes

For

1E. ELECTION OF DIRECTOR: PAUL G. GAFFNEY II

Issuer

Yes

For

1F. ELECTION OF DIRECTOR: EDWARD GREBOW

Issuer

Yes

For

1G. ELECTION OF DIRECTOR: HERBERT C. HOFMANN

Issuer

Yes

For

1H. ELECTION OF DIRECTOR: CLIFFORD M. SOBEL

Issuer

Yes

For

1I. ELECTION OF DIRECTOR: ANDREW H. TISCH

Issuer

Yes

For

1J. ELECTION OF DIRECTOR: RAYMOND S. TROUBH

Issuer

Yes

For

RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR FISCAL YEAR 2012.

Issuer

Yes

For

TO APPROVE, ON AN ADVISORY BASIS, EXECUTIVE COMPENSATION.

Issuer

Yes

For

TO APPROVE THE COMPANY'S AMENDED AND RESTATED INCENTIVE COMPENSATION PLAN FOR EXECUTIVE OFFICERS.

Issuer

Yes

For

WESTERN ASSET PREMIER BOND FUND-PRF A

957664204

5/30/2012

4/18/2012

Election of directors. Nominees:

1) RONALD J. ARNAULT

Issuer

Yes

For

2) ANITA L. DEFRANTZ

Issuer

Yes

For

3) AVEDICK B. POLADIAN

Issuer

Yes

For

4) WILLIAM E.B. SIART

Issuer

Yes

For

5) J. MILLER STUDENMUND

Issuer

Yes

For

6) R. JAY GERKEN

Issuer

Yes

For

7) RONALD L. OLSON

Issuer

Yes

For

FREEPORT-MCMORAN COPPER & GOLD INC.

FCX

35671D857

6/14/2012

4/18/2012

Election of directors. Nominees:

1) RICHARD C. ADKERSON

Issuer

Yes

For

2) ROBERT J. ALLISON, JR.

Issuer

Yes

For

3) ROBERT A. DAY

Issuer

Yes

For

4) GERALD J. FORD

Issuer

Yes

For

5) H. DEVON GRAHAM, JR.

Issuer

Yes

For

6) CHARLES C. KRULAK

Issuer

Yes

For

7) BOBBY LEE LACKEY

Issuer

Yes

For

8) JON C. MADONNA

Issuer

Yes

For

9) DUSTAN E. MCCOY

Issuer

Yes

For

10) JAMES R. MOFFETT

Issuer

Yes

For

11) B. M. RANKIN, JR.

Issuer

Yes

For

12) STEPHEN H. SIEGELE

Issuer

Yes

For

APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

Issuer

Yes

For

RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

Issuer

Yes

For

STOCKHOLDER PROPOSAL REGARDING THE SELECTION OF A CANDIDATE WITH ENVIRONMENTAL EXPERTISE TO BE RECOMMENDED FOR ELECTION TO THE BOARD OF DIRECTORS.

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)	The Denali Fund Inc.

By:	/s/ Stephen C. Miller
	Stephen C. Miller
	President (Principal Executive Officer)

Date:	August 30, 2012

Denali Fund (DNY) Inactive N-PXAnnual report of proxy voting record