UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number 811-08898
Buffalo High Yield Fund, Inc.
(Exact name of registrant as specified in charter)
5420 West 61st Place
Shawnee Mission, KS 66205
(Address of principal executive offices) (Zip code)
Kent W. Gasaway
5420 West 61st Place
Shawnee Mission, KS 66205
(Name and address of agent for service)
Registrant's telephone number, including area code: (913) 384-1513
Date of fiscal year end: March 31
Date of reporting period: June 30, 2005
Item 1. Proxy Voting Record.
Name of Fund: | Buffalo High Yield | |||
Period: | July 1, 2004 - June 30, 2005 |
Company Name | Meeting Date | Shares Voted | CUSIP | Ticker |
AU OPTRONICS CORP. | 6/14/2005 | 120,000 | 002255107 | auo |
Vote | MRV | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1. ACCEPTANCE OF THE 2004 BUSINESS REPORT AND FINANCIAL STATEMENTS | Issuer | |
For | For | 2. APPROVAL OF THE PROPOSAL FOR DISTRIBUTION OF 2004 PROFITS | Issuer | |
For | For | 3. APPROVAL OF THE CAPITALIZATION OF 2004 STOCK DIVIDENDS AND EMPLOYEE STOCK BONUS | Issuer | |
For | For | 4. APPROVAL OF THE REVISIONS TO ARTICLES OF INCORPORATION | Issuer | |
For | For | 5. APPROVAL OF THE ISSUANCE OF NEW COMMON SHARES FOR CASH TO SPONSOR DR OFFERING | Issuer | |
For | For | 6. APPROVAL OF THE PROPOSAL TO OPT FOR TAX BENEFITS ON THE ISSUANCE OF NEW COMMON SHARES IN 2004 IN ACCORDANCE WITH THE STATUTE OF UPGRADING INDUSTRIES PROMULGATED BY THE ROC MINISTRY OF ECONOMIC AFFAIRS | Issuer | |
Company Name | Meeting Date | Shares Voted | CUSIP | Ticker |
BANK OF AMERICA CORP. | 4/27/2005 | 60,400 | 060505104 | bac |
Vote | MRV | Proposal | Proposed by Issuer or Security Holder | |
For | 1. Director | Issuer | ||
For | WILLIAM BARNET, III | |||
For | CHARLES W. COKER | |||
For | JOHN T. COLLINS | |||
For | GARY L. COUNTRYMAN | |||
For | PAUL FULTON | |||
For | CHARLES K. GIFFORD | |||
For | W. STEVEN JONES | |||
For | KENNETH D. LEWIS | |||
For | WALTER E. MASSEY | |||
For | THOMAS J. MAY | |||
For | PATRICIA E. MITCHELL | |||
For | EDWARD L. ROMERO | |||
For | THOMAS M. RYAN | |||
For | O. TEMPLE SLOAN, JR. | |||
For | MEREDITH R. SPANGLER | |||
For | ROBERT L. TILLMAN | |||
For | JACKIE M. WARD | |||
Against | For | 2. RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS | Issuer | |
Against | Against | 3. STOCKHOLDER PROPOSAL - POLITICAL CONTRIBUTIONS | Security Holder | |
For | Against | 4. STOCKHOLDER PROPOSAL - NOMINATION OF DIRECTORS | Security Holder | |
Company Name | Meeting Date | Shares Voted | CUSIP | Ticker |
BAYER AG | 4/29/2005 | 49,625 | 072730302 | bay |
Vote | MRV | Proposal | Proposed by Issuer or Security Holder | |
For | For | 1. SUBMISSION OF THE APPROVED FINANCIAL STATEMENTS, CONSOLIDATED FINANCIAL STATEMENTS, THE MANAGEMENT REPORTS FOR THE BAYER AG AND THE BAYER GROUP, AND THE REPORT OF THE SUPERVISORY BOARD FOR FISCAL YEAR 2004; RESOLUTION ON DISTRIBUTION OF THE PROFIT | Issuer | |
For | For | 2. RATIFICATION OF THE ACTIONS OF THE MEMBERS OF THE BOARD OF MANAGEMENT | Issuer | |
For | For | 3. RATIFICATION OF THE ACTIONS OF THE MEMBERS OF THE SUPERVISORY BOARD | Issuer | |
For | For | 4a. SUPERVISORY BOARD ELECTIONS: DR. KLAUS KLEINFELD AND SUBSTITUTE MEMBERS | Issuer | |
Against | For | 4b. SUPERVISORY BOARD ELECTIONS: PROF. DR. EKKEHARD D. SCHULZ AND SUBSTITUTE MEMBERS | Issuer | |
For | For | 5. AMENDMENT OF SECTION 12 PARAGRAPH 1 OF THE ARTICLES OF INCORPORATION (SUPERVISORY BOARD REMUNERATION) | Issuer | |
For | For | 6. AMENDMENT OF SECTION 14 (NOTICE OF THE ANNUAL STOCKHOLDER'S MEETING) AND SECTION 15 (RIGHT OF ATTENDANCE, DEPOSITION OF SHARES) OF THE ARTICLES OF INCORPORATION | Issuer | |
For | For | 7. AUTHORIZATION TO PURCHASE COMPANY SHARES AND SELL COMPANY SHARES SUBJECT TO EXCLUSION OF SUBSCRIPTION RIGHTS | Issuer | |
For | For | 8. APPOINTMENT OF AUDITORS | Issuer | |
Company Name | Meeting Date | Shares Voted | CUSIP | Ticker |
CITIGROUP INC. | 4/19/2005 | 35,000 | 172967101 | c |
Vote | MRV | Proposal | Proposed by Issuer or Security Holder | |
For | 1. Director | Issuer | ||
For | C. MICHAEL ARMSTRONG | |||
For | ALAIN J.P. BELDA | |||
For | GEORGE DAVID | |||
For | KENNETH T. DERR | |||
For | JOHN M. DEUTCH | |||
For | R. HERNANDEZ RAMIREZ | |||
For | ANN DIBBLE JORDAN | |||
For | KLAUS KLEINFELD | |||
For | DUDLEY C. MECUM | |||
For | ANNE MULCAHY | |||
For | RICHARD D. PARSONS | |||
For | CHARLES PRINCE | |||
For | JUDITH RODIN | |||
For | ROBERT E. RUBIN | |||
For | FRANKLIN A. THOMAS | |||
For | SANFORD I. WEILL | |||
For | ROBERT B. WILLUMSTAD | |||
For | For | 2. PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS CITIGROUP'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2005 | Issuer | |
Against | For | 3. PROPOSAL TO APPROVE THE AMENDED AND RESTATED CITIGROUP 1999 STOCK INCENTIVE PLAN. THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSALS 4-10 | Issuer | |
For | Against | 4. STOCKHOLDER PROPOSAL REQUESTING A CURB ON EXECUTIVE COMPENSATION, NO FUTURE STOCK OPTION GRANTS AND NO RENEWALS OR EXTENSIONS OF OPTION PLANS | Security Holder | |
Against | Against | 5. STOCKHOLDER PROPOSAL REQUESTING A REPORT ON POLITICAL CONTRIBUTIONS | Security Holder | |
For | Against | 6. STOCKHOLDER PROPOSAL REQUESTING THAT THE CHAIRMAN OF THE BOARD HAVE NO MANAGEMENT DUTIES, TITLES OR RESPONSIBILITIES | Security Holder | |
For | Against | 7. STOCKHOLDER PROPOSAL REQUESTING THAT CEO COMPENSATION BE LIMITED TO NO MORE THAN 100 TIMES THE AVERAGE COMPENSATION PAID TO THE COMPANY'S NON-MANAGERIAL WORKERS UNLESS PRIOR STOCKHOLDER APPROVAL IS GRANTED | Security Holder | |
For | Against | 8. STOCKHOLDER PROPOSAL REQUESTING ELECTION OF DIRECTOR NOMINEES BY A MAJORITY OF VOTES CAST | Security Holder | |
For | Against | 9. STOCKHOLDER PROPOSAL REQUESTING A BY-LAW AMENDMENT PROHIBITING THE PAYMENT OF NON-DEDUCTIBLE COMPENSATION TO ANY OFFICER UNLESS PRIOR STOCKHOLDER APPROVAL IS GRANTED | Security Holder | |
For | Against | 10. STOCKHOLDER PROPOSAL REQUESTING THAT A SIMPLE MAJORITY VOTE APPLY ON EACH ISSUE THAT CAN BE SUBJECT TO A SHAREHOLDER VOTE | Security Holder | |
Company Name | Meeting Date | Shares Voted | CUSIP | Ticker |
COCA-COLA COMPANY | 4/19/2005 | 61,000 | 191216100 | ko |
Vote | MRV | Proposal | Proposed by Issuer or Security Holder | |
For | 1. Director | Issuer | ||
Withheld | HERBERT A. ALLEN | |||
Withheld | RONALD W. ALLEN | |||
Withheld | CATHLEEN P. BLACK | |||
Withheld | WARREN E. BUFFETT | |||
Withheld | BARRY DILLER | |||
Withheld | E. NEVILLE ISDELL | |||
Withheld | DONALD R. KEOUGH | |||
Withheld | MARIA ELENA LAGOMASINO | |||
Withheld | DONALD F. MCHENRY | |||
Withheld | SAM NUNN | |||
Withheld | J. PEDRO REINHARD | |||
Withheld | JAMES D. ROBINSON III | |||
Withheld | PETER V. UEBERROTH | |||
Withheld | JAMES B. WILLIAMS | |||
Against | For | 2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS | Issuer | |
Against | Against | 3. SHAREOWNER PROPOSAL REGARDING AN INDEPENDENT DELEGATION OF INQUIRY TO COLOMBIA | Security Holder | |
For | Against | 4. SHAREOWNER PROPOSAL REGARDING RESTRICTED STOCK | Security Holder | |
For | Against | 5. SHAREOWNER PROPOSAL REGARDING SEVERANCE AGREEMENTS | Security Holder | |
Company Name | Meeting Date | Shares Voted | CUSIP | Ticker |
CONAGRA FOODS. INC. | 9/23/2004 | 110,360 | 205887102 | cag |
Vote | MRV | Proposal | Proposed by Issuer or Security Holder | |
For | 1. Director | Issuer | ||
For | MOGENS C. BAY | |||
For | STEPHEN G. BUTLER | |||
For | ALICE B. HAYES | |||
For | W.G. JURGENSEN | |||
For | CARL E. REICHARDT | |||
For | For | 2 . RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS | Issuer | |
Against | For | 3 . APPROVE THE CONAGRA FOODS EXECUTIVE INCENTIVE PLAN | Issuer | |
Against | Against | 4 . STOCKHOLDER PROPOSAL - SUSPENSION OF ALL STOCK GRANTS FOR DIRECTORS AND SENIOR EXECUTIVE OFFICERS | Security Holder | |
Company Name | Meeting Date | Shares Voted | CUSIP | Ticker |
KEYCORP | 5/5/2005 | 52,400 | 493267108 | key |
Vote | MRV | Proposal | Proposed by Issuer or Security Holder | |
For | 1. Director | Issuer | ||
For | EDWARD P. CAMPBELL | |||
For | H. JAMES DALLAS | |||
For | CHARLES R. HOGAN | |||
For | LAURALEE E. MARTIN | |||
For | BILL R. SANFORD | |||
For | For | 2. RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS | Issuer | |
Company Name | Meeting Date | Shares Voted | CUSIP | Ticker |
SERVICEMASTER COMPANY | 5/6/2005 | 122,450 | 81760N109 | svm |
Vote | MRV | Proposal | Proposed by Issuer or Security Holder | |
For | 1. Director | Issuer | ||
For | ROBERTO R. HERENCIA | |||
For | LOUIS J. GIULIANO | |||
For | BETTY JANE HESS | |||
For | JONATHAN P. WARD | |||
For | EILEEN A. KAMERICK | |||
For | COLEMAN H. PETERSON | |||
Against | For | 2. APPROVE THE AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION | Issuer | |
For | For | 3. RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS | Issuer | |
Company Name | Meeting Date | Shares Voted | CUSIP | Ticker |
VERIZON COMMUNICATIONS INC. | 5/5/2005 | 60,200 | 92343V104 | vz |
Vote | MRV | Proposal | Proposed by Issuer or Security Holder | |
For | 1. Director | Issuer | ||
For | J.R. BARKER | |||
For | R.L. CARRION | |||
For | R.W. LANE | |||
For | S.O. MOOSE | |||
For | J. NEUBAUER | |||
For | T.H. O'BRIEN | |||
For | H.B. PRICE | |||
For | I.G. SEIDENBERG | |||
For | W.V. SHIPLEY | |||
For | J.R. STAFFORD | |||
For | R.D. STOREY | |||
For | For | 2. RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | Issuer | |
Against | Against | 3. CUMULATIVE VOTING | Security Holder | |
Against | Against | 4. MAJORITY VOTE FOR ELECTION OF DIRECTORS | Security Holder | |
Against | Against | 5. BOARD COMPOSITION | Security Holder | |
Against | Against | 6. SEPARATE CHAIRMAN AND CEO | Security Holder | |
Against | Against | 7. DIRECTORS' LIABILITY | Security Holder | |
Against | Against | 8. REPORT ON POLITICAL CONTRIBUTIONS | Security Holder | |
Company Name | Meeting Date | Shares Voted | CUSIP | Ticker |
W.P. STEWART & CO., LTD. | 5/10/2005 | 80,815 | G84922106 | wpl |
Vote | MRV | Proposal | Proposed by Issuer or Security Holder | |
For | 1. Director | Issuer | ||
For | WILLIAM P. STEWART | |||
For | JOHN C. RUSSELL - | |||
For | DOMINIK M.F. BRUNNER | |||
For | ANGUS S. KING | |||
For | JEREMY W. SILLEM | |||
For | HENRY B. SMITH | |||
For | HEINRICH SPANGLER | |||
For | JAN J. SPIERING | |||
For | RICHARD D. SPURLING | |||
For | For | 2. ESTABLISH THE SIZE OF THE BOARD OF DIRECTORS AND AUTHORIZE APPOINTMENT OF NEW DIRECTORS | Issuer | |
For | For | 3. RE-APPOINTMENT OF INDEPENDENT AUDITORS AND AUTHORIZATION TO FIX REMUNERATION | Issuer | |
Against | For | 4. RATIFICATION OF ISSUANCE OF COMMON SHARES TO DIRECTORS OFFICERS AND EMPLOYEES | Issuer |
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) Buffalo High Yield Fund, Inc.
By (Signature and Title)* /s/ Kent W. Gasaway
Kent W. Gasaway, President and Treasurer
Principal Executive Officer
Principal Executive Officer
Date July 28, 2005
* Print the name and title of each signing officer under his or her signature.