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 811-07390
Boulder Total Return Fund, Inc.
(Exact name of registrant as specified in charter)
1680 38th Street, Suite 800
Boulder, CO 80301
(Address of principal executive offices) (Zip code)
Stephen C. Miller
1680 38th Street, Suite 800
Boulder, CO 80301
(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, 2004 - June 30, 2005
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, 2004 TO JUNE 30, 2005
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
Diageo PLC DEO 25243Q205 10/20/04 9/1/04 Annual 1 Reports and Accounts 2004 Issuer Yes For For
Directors' Remuneration
Diageo PLC DEO 25243Q205 10/20/04 9/1/04 Annual 2 Report 2004 Issuer Yes For For
Declaration of Final
Diageo PLC DEO 25243Q205 10/20/04 9/1/04 Annual 3 Dividend Issuer Yes For For
Election of five (5)
Diageo PLC DEO 25243Q205 10/20/04 9/1/04 Annual 4 directors Issuer Yes For For
Re-appointment and
Diageo PLC DEO 25243Q205 10/20/04 9/1/04 Annual 9 remuneration of auditor Issuer Yes For For
Disapplication of
Diageo PLC DEO 25243Q205 10/20/04 9/1/04 Annual 10 pre-emption rights Issuer Yes For For
Amendment to Articles of
Diageo PLC DEO 25243Q205 10/20/04 9/1/04 Annual 11 Association Issuer Yes For For
Authority to purchase own
Diageo PLC DEO 25243Q205 10/20/04 9/1/04 Annual 12 shares Issuer Yes For For
Amendments to the Diageo
Diageo PLC DEO 25243Q205 10/20/04 9/1/04 Annual 13 long term incentive plan Issuer Yes Against Against
Amendments to the Diageo
executive share option
Diageo PLC DEO 25243Q205 10/20/04 9/1/04 Annual 14 plan Issuer Yes Against Against
Amendments to the
discretionary incentive
Diageo PLC DEO 25243Q205 10/20/04 9/1/04 Annual 15 plan Issuer Yes Against Against
Amendments to the 2001
Diageo PLC DEO 25243Q205 10/20/04 9/1/04 Annual 16 share incentive plan Issuer Yes Against Against
Amendments to the Diageo
Diageo PLC DEO 25243Q205 10/20/04 9/1/04 Annual 17 UK sharesave scheme 2000 Issuer Yes Against Against
Amendments to the Diageo
1999 Irish sharesave
Diageo PLC DEO 25243Q205 10/20/04 9/1/04 Annual 18 scheme Issuer Yes Against Against
Amendments to the Diageo
long term incentive plan
Diageo PLC DEO 25243Q205 10/20/04 9/1/04 Annual 19 awards Issuer Yes Against Against
PIMCO
Corporate
Income Fund Election of two (2)
PREF SER T PCN 72200U308 3/1/05 1/12/05 Annual 1 directors Issuer Yes For For
PIMCO
Corporate
Opportunity Election of three (3)
Fund PREF M PTY 72201B200 3/1/05 1/12/05 Annual 1 directors Issuer Yes For For
AmerisourceBergen Election of four (4)
Corporation ABC 03073E105 3/4/05 1/10/05 Annual 1 directors Issuer Yes For For
Ratification of
appointment of
AmerisourceBergen independent registered
Corporation ABC 03073E105 3/4/05 1/10/05 Annual 2 public accounting firm Issuer Yes For For
Calamos Cov
Opps & Inc Election of three (3)
Fund - Pfd CHI 128117702 4/6/05 3/4/05 Annual 1 directors Issuer Yes For For
Calamos
Strategic
Total Return - Election of three (3)
Pfd CSQ 128125705 4/6/05 3/4/05 Annual 1 directors Issuer Yes For For
Washington Election of four (4)
Mutual, Inc. WM 939322103 4/19/05 2/28/05 Annual 1 directors Issuer Yes For For
Ratification of Deloitte
Washington & Touche LLO as
Mutual, Inc. WM 939322103 4/19/05 2/28/05 Annual 2 independent auditors Issuer Yes For For
Election of seventeen
Citigroup Inc. C 172967101 4/19/05 2/25/05 Annual 1 (17) directors Issuer Yes For For
Ratify selection of KPMG
LLP as independent
registered public
Citigroup Inc. C 172967101 4/19/05 2/25/05 Annual 2 accounting firm Issuer Yes For For
Approve the amended and
restated stock incentive
Citigroup Inc. C 172967101 4/19/05 2/25/05 Annual 3 plan Issuer Yes For For
Stockholder proposal
requesting a curn on
executive compensation,
no future stock option
grants and no renewal or
Citigroup Inc. C 172967101 4/19/05 2/25/05 Annual 4 extensions of option plans Holder Yes For Against
Stockholder proposal
requesting a report on
Citigroup Inc. C 172967101 4/19/05 2/25/05 Annual 5 political contributions Holder Yes Against For
Stockholder proposal
requesting that the
Chairman of the Board
have no management
duties, titles or
Citigroup Inc. C 172967101 4/19/05 2/25/05 Annual 6 responsibilities Holder Yes Against For
Stockholder proposal
requesting that CEO
Citigroup Inc. C 172967101 4/19/05 2/25/05 Annual 7 compensation be limited Holder Yes Against For
Stockholder proposal
requesting election of
director nominees by a
Citigroup Inc. C 172967101 4/19/05 2/25/05 Annual 8 majority of votes cast Holder Yes For Against
Stockholder proposal
requesting a bylaw
amendment prohibiting the
payment of non-deductible
compensation to any
officer unless prior
stockholder approval is
Citigroup Inc. C 172967101 4/19/05 2/25/05 Annual 9 granted Holder Yes For Against
Stockholder proposal
requesting that a simple
majority vote apply on
each issue that can be
subject to shareholder
Citigroup Inc. C 172967101 4/19/05 2/25/05 Annual 10 vote Holder Yes For Against
Merck & Co, Election of eight (8)
Inc. MRK 589331107 4/26/05 2/25/05 Annual 1 directors Issuer Yes For For
Ratification of
Merck & Co, independent registered
Inc. MRK 589331107 4/26/05 2/25/05 Annual 2 public accounting firm Issuer Yes For For
Stockholder proposal
Merck & Co, concerning stock option
Inc. MRK 589331107 4/26/05 2/25/05 Annual 3 awards Holder Yes For Against
Stockholder proposal
concerning subjecting
non-deductible executive
Merck & Co, compensation to
Inc. MRK 589331107 4/26/05 2/25/05 Annual 4 shareholder vote Holder Yes Against For
Stockholder proposal
Merck & Co, concerning elimination of
Inc. MRK 589331107 4/26/05 2/25/05 Annual 5 animal-based test methods Holder Yes Against For
Stockholder proposal
concerning separating the
Merck & Co, roles of Board Chair and
Inc. MRK 589331107 4/26/05 2/25/05 Annual 6 CEO Holder Yes Against For
Stockholder proposal
concerning availability
Merck & Co, of company products to
Inc. MRK 589331107 4/26/05 2/25/05 Annual 7 Canadian wholesalers Holder Yes Against For
Stockholder proposal
concerning use of
Merck & Co, shareholder resources for
Inc. MRK 589331107 4/26/05 2/25/05 Annual 8 political purposes Holder Yes Against For
Stockholder proposal
concerning a report
related to the global
Merck & Co, HIV/AIDS-TB-Malaria
Inc. MRK 589331107 4/26/05 2/25/05 Annual 9 pandemics Holder Yes Against For
Schering-Plough Election of three (3)
Corporation SGP 806605101 4/26/05 3/4/05 Annual 1 directors Issuer Yes For For
Ratification of
Schering-Plough independent public
Corporation SGP 806605101 4/26/05 3/4/05 Annual 2 accounting firm Issuer Yes For For
Shareholder proposal on
Schering-Plough annual election of
Corporation SGP 806605101 4/26/05 3/4/05 Annual 3 directors Holder Yes Against For
Schering-Plough Shareholder proposal on
Corporation SGP 806605101 4/26/05 3/4/05 Annual 4 animal testing Holder Yes Against For
Election of fourteen (14)
Pfizer Inc. PFE 717081103 4/28/05 3/2/05 Annual 1 directors Issuer Yes For For
Ratify appointment of
KPMG LLP as independent
registered public
Pfizer Inc. PFE 717081103 4/28/05 3/2/05 Annual 2 accounting firm Issuer Yes For For
Shareholder proposal
relating to term limits
Pfizer Inc. PFE 717081103 4/28/05 3/2/05 Annual 3 for directors Holder Yes Against For
Shareholder proposal
requesting a report on
increasing access to
Pfizer Inc. PFE 717081103 4/28/05 3/2/05 Annual 4 Pfizer products Holder Yes Against For
Shareholder proposal
relating to omportation
Pfizer Inc. PFE 717081103 4/28/05 3/2/05 Annual 5 of prescription drugs Holder Yes Against For
Shareholder proposal
relating to political
Pfizer Inc. PFE 717081103 4/28/05 3/2/05 Annual 6 contributions Holder Yes Against For
Shareholder proposal
relating to product
Pfizer Inc. PFE 717081103 4/28/05 3/2/05 Annual 7 availability in Canada Holder Yes Against For
Shareholder proposal
relating to the
separation of the roles
of Chair and CEO and
access to pharmaceutical
Pfizer Inc. PFE 717081103 4/28/05 3/2/05 Annual 8 products Holder Yes Against For
Torchmark Election of three (3)
Corporation TMK 891027104 4/28/05 3/4/05 Annual 1 directors Issuer Yes For For
Torchmark
Corporation TMK 891027104 4/28/05 3/4/05 Annual 2 Ratification of auditors Issuer Yes For For
Torchmark 2005 Non-employee
Corporation TMK 891027104 4/28/05 3/4/05 Annual 3 Director Incentive Plan Issuer Yes Against Against
Torchmark
Corporation TMK 891027104 4/28/05 3/4/05 Annual 4 2005 Incentive Plan Issuer Yes Against Against
Torchmark
Corporation TMK 891027104 4/28/05 3/4/05 Annual 5 Shareholder proposal Holder Yes Against For
Pan Pacific
Retail
Properties, Election of two (2)
Inc. PNP 69806L104 4/29/05 2/24/05 Annual 1 directors Issuer Yes For For
Pan Pacific
Retail
Properties,
Inc. PNP 69806L104 4/29/05 2/24/05 Annual 2 Stockholder Proposal Holder Yes For Against
Berkshire
Hathaway Inc. Election of ten (10)
Class A BRKA 084670108 4/30/05 3/2/05 Annual 1 directors Issuer Yes For For
Proposed amendment to the
Restated Certificate of
Incorporation that would
add to the voting rights
Berkshire of holders of Class B
Hathaway Inc. common stock in certain
Class A BRKA 084670108 4/30/05 3/2/05 Annual 2 situations Issuer Yes For For
Proposed amendment of
Restated Certificate of
Incorporation that would
clarify rights of holders
Berkshire of Class B common stock
Hathaway Inc. in a stock split or
Class A BRKA 084670108 4/30/05 3/2/05 Annual 3 dividend Issuer Yes For For
Berkshire
Hathaway Inc. Election of ten (10)
Class B BRKB 084670207 4/30/05 3/2/05 Annual 1 directors Issuer Yes For For
Proposed amendment to the
Restated Certificate of
Incorporation that would
add to the voting rights
Berkshire of holders of Class B
Hathaway Inc. common stock in certain
Class B BRKB 084670207 4/30/05 3/2/05 Annual 2 situations Issuer Yes For For
Proposed amendment of
Restated Certificate of
Incorporation that would
clarify rights of holders
Berkshire of Class B common stock
Hathaway Inc. in a stock split or
Class B BRKB 084670207 4/30/05 3/2/05 Annual 3 dividend Issuer Yes For For
Regency
Centers Election of eleven (11)
Corporation REG 758849103 5/3/05 3/18/05 Annual 1 directors Issuer Yes For For
Bristol-Myers Election of seven (7)
Squibb Company BMY 110122108 5/3/05 3/7/05 Annual 1 directors Issuer Yes For For
Ratification of
Bristol-Myers independent registered
Squibb Company BMY 110122108 5/3/05 3/7/05 Annual 2 public accounting firm Issuer Yes For For
Approval of Restated
Bristol-Myers Certificate of
Squibb Company BMY 110122108 5/3/05 3/7/05 Annual 3 Incorporation Issuer Yes For For
Bristol-Myers
Squibb Company BMY 110122108 5/3/05 3/7/05 Annual 4 Political contributions Holder Yes Against For
Bristol-Myers
Squibb Company BMY 110122108 5/3/05 3/7/05 Annual 5 HIV/AIDS-TB-Malaria Holder Yes Against For
Bristol-Myers
Squibb Company BMY 110122108 5/3/05 3/7/05 Annual 6 Animal Testing Holder Yes Against For
Bristol-Myers Separation of Chairman
Squibb Company BMY 110122108 5/3/05 3/7/05 Annual 7 and CEO positions Holder Yes Against For
Bristol-Myers
Squibb Company BMY 110122108 5/3/05 3/7/05 Annual 8 Restatement situations Holder Yes For Against
Bristol-Myers
Squibb Company BMY 110122108 5/3/05 3/7/05 Annual 9 Restricted Stock Holder Yes For Against
Bristol-Myers
Squibb Company BMY 110122108 5/3/05 3/7/05 Annual 10 Director vote threshold Holder Yes For Against
Archstone-Smith Election of three (3)
Trust ASN 039583109 5/4/05 3/8/05 Annual 1 directors Issuer Yes For For
Amendment to the
Declaration of Trust to
Archstone-Smith eliminate the
Trust ASN 039583109 5/4/05 3/8/05 Annual 2 classification of trustees Issuer Yes For For
Archstone-Smith Ratification of KPMG LLP
Trust ASN 039583109 5/4/05 3/8/05 Annual 3 as auditors Issuer Yes For For
Providian
Financial Election of three (3)
Corporation PVN 7706A102 5/5/05 3/7/05 Annual 1 directors Issuer Yes For For
Approve the material
Providian terms of the Amended and
Financial Restated Management
Corporation PVN 7706A102 5/5/05 3/7/05 Annual 2 Incentive Plan Issuer Yes Against Against
Providian Ratify appointment of
Financial Ernst & Young LLP as
Corporation PVN 7706A102 5/5/05 3/7/05 Annual 3 independent auditors Issuer Yes For For
Election of thirteen (13)
Unilever N.V. UN 904784709 5/10/05 3/16/05 Annual 1 directors Issuer Yes For For
Adoption of the Annual
Accounts and
Appropriations of the
Profit for the 2004
Unilever N.V. UN 904784709 5/10/05 3/16/05 Annual 2 fiscal year Issuer Yes For For
Discharge of the
Unilever N.V. UN 904784709 5/10/05 3/16/05 Annual 3 executive directors Issuer Yes For For
Discharge of the
Unilever N.V. UN 904784709 5/10/05 3/16/05 Annual 4 non-executive directors Issuer Yes For For
Corporate governance and
alterations to the
Unilever N.V. UN 904784709 5/10/05 3/16/05 Annual 5 Articles of Association Issuer Yes Abstain N/A
Unilever N.V. UN 904784709 5/10/05 3/16/05 Annual 8 Renumeration of Directors Issuer Yes Abstain N/A
Reduction of the issued
Unilever N.V. UN 904784709 5/10/05 3/16/05 Annual 9 capital by cancellation Issuer Yes For For
Unilever N.V. UN 904784709 5/10/05 3/16/05 Annual 10 Appointment of auditors Issuer Yes For For
Designation of the Board
of Directors as the
company body authorized
in respect of the issue
Unilever N.V. UN 904784709 5/10/05 3/16/05 Annual 11 of shares in the company Issuer Yes For For
Authorization of the
Board of Directors to
purchase shares in the
company and depositary
Unilever N.V. UN 904784709 5/10/05 3/16/05 Annual 12 receipts therefor Issuer Yes For For
Western Asset
Premier Bond Election of seven (7)
Fund 957664204 5/10/05 3/15/05 Annual 1 directors Issuer Yes For For
HRPT
Properties Election of two (2)
Trust HRP 40426W101 5/10/05 3/14/05 Annual 1 directors Issuer Yes For For
YUM! Brands, Amendment to restate
Inc. YUM 988498101 5/19/05 3/21/05 Annual 1 Articles of Incorporation Issuer Yes For For
YUM! Brands, Election of twelve (12)
Inc. YUM 988498101 5/19/05 3/21/05 Annual 2 directors Issuer Yes For For
Alternate voting:
YUM! Brands, election of four class II
Inc. YUM 988498101 5/19/05 3/21/05 Annual 3 directors Issuer Yes For For
YUM! Brands, Ratification of
Inc. YUM 988498101 5/19/05 3/21/05 Annual 4 independent auditors Issuer Yes For For
Shareholder proposal
YUM! Brands, relating to
Inc. YUM 988498101 5/19/05 3/21/05 Annual 5 Sustainability Report Holder Yes Against For
Shareholder proposal
YUM! Brands, relating to Diversity
Inc. YUM 988498101 5/19/05 3/21/05 Annual 6 Report Holder Yes Against For
Shareholder proposal
YUM! Brands, relating to the MacBride
Inc. YUM 988498101 5/19/05 3/21/05 Annual 7 Principles Holder Yes Against For
Shareholder proposal
YUM! Brands, relating to a Genetically
Inc. YUM 988498101 5/19/05 3/21/05 Annual 8 Engineered Food Report Holder Yes Against For
Shareholder proposal
YUM! Brands, relating to an Animal
Inc. YUM 988498101 5/19/05 3/21/05 Annual 9 Welfare Standards Report Holder Yes Against For
Prentiss
Properties Election of three (3)
Trust PP 740706106 5/11/05 3/18/05 Annual 1 directors Issuer Yes For For
Prentiss
Properties Ratifiation of
Trust PP 740706106 5/11/05 3/18/05 Annual 2 PricewaterhouseCoopers LLP Issuer Yes For For
Prentiss
Properties Approval of the 2005
Trust PP 740706106 5/11/05 3/18/05 Annual 3 Share Incentive Plan Issuer Yes Against Against
Hospitality
Properties Election of two (2)
Trust HPT 44106M102 5/11/05 3/15/05 Annual 1 directors Issuer Yes For For
Marsh &
McLennan Election of five (5)
Companies, Inc. MMC 571748102 5/19/05 3/21/05 Annual 1 directors Issuer Yes For For
Marsh & Ratification of
McLennan independent registered
Companies, Inc. MMC 571748102 5/19/05 3/21/05 Annual 2 public accounting firm Issuer Yes For For
Approve the amendment of
MMC's Equity Compensation
Marsh & Plans to permit an
McLennan exchange of certain
Companies, Inc. MMC 571748102 5/19/05 3/21/05 Annual 3 options Issuer Yes Against Against
Marsh &
McLennan Stockholder proposal re:
Companies, Inc. MMC 571748102 5/19/05 3/21/05 Annual 4 CEO compensation Holder Yes Against For
Marsh &
McLennan Stockholder proposal re:
Companies, Inc. MMC 571748102 5/19/05 3/21/05 Annual 5 stock option policy Holder Yes Against For
Marsh & Stockholder proposal re:
McLennan director election voting
Companies, Inc. MMC 571748102 5/19/05 3/21/05 Annual 6 standard Holder Yes Abstain N/A
Post
Properties, Election of nine (9)
Inc. PPS 737464107 5/19/05 3/28/05 Annual 1 directors Issuer Yes For For
Post Approve the 2005
Properties, non-qualified employee
Inc. PPS 737464107 5/19/05 3/28/05 Annual 2 stock purchase plan Issuer Yes Abstain N/A
The Pepsi
Bottling Election of eleven (11)
Group, Inc. PBG 713409100 5/25/05 3/31/05 Annual 1 directors Issuer Yes For For
The Pepsi Approval of the PBG 2005
Bottling executive incentive
Group, Inc. PBG 713409100 5/25/05 3/31/05 Annual 2 compensation Issuer Yes Against Against
The Pepsi Approval of amendment to
Bottling the PBG 2004 Long-Term
Group, Inc. PBG 713409100 5/25/05 3/31/05 Annual 3 Incentive Plan Issuer Yes Against Against
Blackrock
Global Election of four (4)
Floating Rate BLK 091941401 5/26/05 2/28/05 Annual 1 directors Issuer Yes For For
Amend the Trust's
Declaration of Trust in
order to change the
Blackrock maximum number of
Global permitted trustees
Floating Rate BLK 091941401 5/26/05 2/28/05 Annual 2 allowed on its board to 11 Issuer Yes For For
Fidelity
National Election of four (4)
Financial, Inc. FNF 316326107 6/22/05 4/25/05 Annual 1 directors Issuer Yes For For
Fidelity Ratify appointment of
National KPMG LLP as independent
Financial, Inc. FNF 316326107 6/22/05 4/25/05 Annual 2 auditors Issuer Yes For For
Forest
Laboratories, Election of six (6)
Inc. FRX 345838106 8/8/05 6/21/05 Annual 1 directors Issuer Yes For For
Ratification of BDO
Forest Seidman, LLP as
Laboratories, independent registered
Inc. FRX 345838106 8/8/05 6/21/05 Annual 2 public accounting firm 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 Total Return 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.
Date: August 30, 2005