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.
(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, 2006 - June 30, 2007
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, 2006 TO JUNE 30, 2007
Matter
Proposed Vote
by Cast Vote For
Shareholder Issuer (Yes (For or
Ticker Meeting Record Meeting Description of Matter to or or or Against
Name of Issuer Symbol CUSIP Date Date Type be Voted On Holder No) Against) Mngmnt
Eaton Vance
Senior Income Election of two (2)
Trust-Common EVF 27826S103 10/13/06 8/17/06 Annual 1 directors Issuer Yes For For
Reports & Accounts
Diageo Plc DEO 25243Q205 10/17/06 8/31/06 Annual 1 2006 Issuer Yes For For
Director's
Remuneration Report
2 2006 Issuer Yes For For
Declaration of
3 Final Dividend Issuer Yes For For
Re-election of Lord
4 Hollick Issuer Yes For For
Re-election of Mr.
5 PS Walsh Issuer Yes For For
Election of Ms PS
6 Walsh Issuer Yes For For
Election of Ms LM
7 Danon Issuer Yes For For
Re-appointment and
remuneration of
8 auditor Issuer Yes For For
Authority to allot
9 securities Issuer Yes For For
Disapplication of
10 pre-emption rights Issuer Yes For For
Authority to
11 purchase own shares Issuer Yes For For
Authority to make
EU political
12 donations/expenditure Issuer Yes For For
Adoption of Diageo
PLC 2006 Irish
profit sharing
13 scheme Issuer Yes For For
Amendments to Diego
Executive share
14 option plan Issuer Yes For For
Approval of
Fidelity agreement and plan
National of merger dated
Financial, Inc. FNF 316326107 10/23/06 9/11/06 Annual 1 6/25/06 Issuer Yes For For
Election of 2 (two)
2 directors Issuer Yes For For
Ratify appointment
of KPMG, LLP as
independent auditor
3 for 2006 Issuer Yes For For
Doral Financial Election of 11
Corporation DRL 25811P100 10/24/06 9/15/06 Annual 1 (eleven) Directors Issuer Yes For For
Appointment of PWC,
LLP as Independent
registered public
2 accounting firm Issuer Yes For For
Nuveen Floating
Rate Income FD- Election of 7
Common JFR 67072T108 11/14/06 9/18/06 Annual 1 (seven) Directors Issuer Yes For For
Wm. Wrigley Jr. Election of 4
Company WWY 982526105 3/14/07 1/12/07 Annual 1 (four) Directors Issuer Yes For For
Amendment to the
2nd restated
certificate of
Incorporation to
permit amendment of
the bylaws of the
company to adopt
majority voting for
the election of
2 directors Issuer Yes For For
Ratify appointment
of accounting firm
3 for the YE 2007 Issuer Yes For For
Lennar Election of 3
Corporation LEN 526057104 3/28/07 2/9/07 Annual 1 (three) Directors Issuer Yes For For
Approval of the
Lennar Corp 2007
2 Incentive Plan. Issuer Yes Against Against
Approval of the
Lennar Corp 2007
Incentive
3 Compensation Plan. Issuer Yes Against Against
Stockholder
Proposal Regarding
Sustainability
4 Report Issuer Yes Against For
Stockholder
Proposal Regarding
Executive
5 Compensation. Issuer Yes Against For
Washington Election of 13
Mutual, Inc. WM 939322103 4/17/07 2/28/07 Annual 1 (thirteen) Directors Issuer Yes For For
Ratify appointment
of Deloitte &
Touche LLP as
2 Auditor for 2007 Issuer Yes For For
Proposal relating
to the executive
retirement plan
3 policies Holder Yes Against For
Proposal relating
to the director
4 election process Holder Yes Against For
Proposal relating
to the director
nominee
qualification
5 requirements Holder Yes Against For
F&C Claymore PFD
Sec Income FD - Election of 1 (one)
Common FFC 338478100 4/20/07 1/26/07 Annual 1 Director Issuer Yes For For
F&C Claymore
Total Return Election of 1 (one)
Fund - Common FLC 338479108 4/20/07 1/26/07 Annual 1 Director Issuer Yes For For
Nationwide
Health Election of 3
Propertied, Inc. NHP 638620104 4/24/07 3/2/07 Annual 1 (three) Directors Issuer Yes For For
Approve the share
increase amendment
to amend the
charter to increase
the number of
authorized shares
2 of common stock Issuer Yes Against Against
Approve the REIT
protection
amendment to amend
the charter to
augment, enhance
and clarify stock
ownership
restrictions to
protect status as a
real estate
investment trust
3 for tax purposes Issuer Yes For For
Ratify the
appointment of
Ernst & Young LLP
as accountant for
4 YE 12/07 Issuer Yes For For
Election of four
Eaton Corporation ETN 278058102 4/25/07 2/26/07 Annual 1 (4) Directors Issuer Yes For For
Ratify appointment
of Ernst & Young
LLP as independent
2 auditor for 2007 Issuer Yes For For
Anheuser-Busch Election of 6 (six)
Companies. Inc. BUD 035229103 4/25/07 2/28/07 Annual 1 Directors Issuer Yes For For
Approval of 2007
Equity and
2 Incentive Plan Issuer Yes Against Against
Approval of Global
Employee Stock
3 Purchase Plan Issuer Yes Against Against
Approval of
4 accounting firm Issuer Yes For For
Proposal concerning
report on
charitable
5 contributions plan Holder Yes Against For
Election of 11
Johnson & Johnson JNJ 478160104 4/26/07 2/27/07 Annual 1 (eleven) Directors Issuer Yes For For
Ratify PWC LLP as
2 accounting firm Issuer Yes For For
Proposal on
majority voting
requirements for
3 director nominees Holder Yes Against For
Proposal on
supplemental
4 retirement plan Holder Yes Against For
Election of 12
Pfizer Inc. PFE 717081103 4/26/07 3/1/07 Annual 1 (twelve) Directors Issuer Yes For For
Ratify KPMG LLP as
accounting firm for
2 2007 Issuer Yes For For
Proposal relating
3 to cumulative voting Holder Yes Against For
Proposal requesting
report on exporting
animal
4 experimentation Holder Yes Against For
Request report on
feasibility of
amending Pfizer's
policy on
laboratory animal
5 care and use Holder Yes Against For
Proposal relating
to qualification
for director
6 nominees Holder Yes Against For
Regency Centers Election of 11
Corporation REG 758849103 5/1/07 3/7/07 1 (eleven) Directors Issuer Yes For For
Ratify KPMG LLP as
accounting firm for
2 2007 Issuer Yes For For
Approval of
proposal to
reorganize from a
CA Corporation to a
Public Storage, MD real estate
Inc. PSAV 74460D588 5/3/07 3/23/07 Annual 1 investment trust Issuer Yes For For
Approval of
adjournments or
postponements of
the meeting if
2 necessary Issuer Abstain Abstain Abstain
Standard Pacific Election of 3
Corp. SPF 85375C101 5/9/07 3/12/07 Annual 1 (three) Directors Issuer Yes For For
Ratify appointment
of Ernst & Young
LLP as accounting
2 firm for 2007 Issuer Yes For For
Election of 4
Pulte Homes, Inc. PHM 745867101 5/10/07 3/13/07 Annual 1 (four) Directors Issuer Yes For For
Ratify appointment
of Ernst & Young
LLP as accounting
2 firm for 2007 Issuer Yes For For
Request election of
Directors by a
majority rather
3 than a plurality Holder Yes For Against
Declassification of
the board of
4 directors Holder Yes For Against
Request the
formation of a
majority vote
shareholder
5 committee Holder Yes Against For
Proposal regarding
the use of
performance-based
6 options Holder Yes For Against
General Growth Election of 3
Properties, Inc. GGP 370021107 5/15/07 3/16/07 Annual 1 (three) Directors Issuer Yes For For
Amendment &
Restatement of the
employee stock
2 purchase plan Issuer Yes Against Against
Ratify the
selection of
independent public
3 accountants Issuer Yes For For
Proposal to
declassify the
4 board of directors Holder Yes For Against
Health
Management Election of 9
Associates, Inc. HMA 421933102 5/15/07 3/23/07 Annual 1 (nine) Directors Issuer Yes For For
Ratify appointment
of Ernst & Young
LLP as accounting
2 firm for 2007 Issuer Yes For For
Avalon bay Election of 9
Communities, Inc. AVB 053484101 5/16/07 2/28/07 Annual 1 (nine) Directors Issuer Yes For For
Ratify appointment
of Ernst & Young
LLP as accounting
2 firm for 2007 Issuer Yes For For
Marsh & McLennan Election of
Companies, Inc. MMC 571748102 5/17/07 3/20/07 Annual 1a Director Z. Carter Issuer Yes For For
Election of
1b Director O. Fanjul Issuer Yes For For
Ratification of
selection of
independent
registered public
2 accounting firm Issuer Yes For For
Approval of
amendment of stock
purchase plan for
international
3 employees Issuer Yes Against Against
Political
4 contributions Holder Yes Against For
Redwood Trust, Election of 3
Inc. RWT 758075402 5/18/07 3/30/07 Annual 1 (three) Directors Issuer Yes For For
Sun Communities, Election of 2 (two)
Inc. SUI 866674104 5/23/07 4/13/07 Annual 1 Directors Issuer Yes For For
Fidelity
National Election of 4
Financial, Inc. FNF 31620R105 5/23/07 4/16/07 Annual 1 (four) Directors Issuer Yes For For
Ratify appointment
of KPMG LLP as
independent
registered public
accounting firm for
2 YE 2007 Issuer Yes For For
Fidelity Nat'l
Information Election of 4
Services Inc FIS 31620M106 5/23/07 4/16/07 Annual 1 (four) Directors Issuer Yes For For
Ratify appointment
of KPMG LLP as
independent
registered public
accounting firm for
2 YE 2007 Issuer Yes For For
Election of
Director: D.
Home Depot, Inc. HD 437076102 5/24/07 3/26/07 Annual 1a Batchelder Issuer Yes For For
Election of
1b Director: F. Blake Issuer Yes For For
Election of
Director: G.
1c Brenneman Issuer Yes For For
Election of
Director: J.
1d Clendenin Issuer Yes For For
Election of
Director: C.
1e Gonzales Issuer Yes For For
Election of
1f Director: M. Hart Issuer Yes For For
Election of
1g Director: B. Hill Issuer Yes For For
Election of
Director: L.
1h Jackson, Jr. Issuer Yes For For
Election of
Director: H.
1i Johnson-Leipold Issuer Yes For For
Election of
Director: L.
1j Johnston Issuer Yes For For
Election of
1k Director: K. Langone Issuer Yes For For
Ratify appointment
of KPMG LLP as
accounting firm for
2 2007 Issuer Yes For For
Proposal regarding
poison pill
3 implementation Holder Yes For Against
Proposal regarding
employment
diversity report
disclosure poison
4 pill implementation Holder Yes Against For
Proposal regarding
executive officer
5 compensation Holder Yes For Against
Proposal regarding
6 management bonuses Holder Yes For Against
Proposal regarding
7 retirement benefits Holder Yes For Against
Proposal regarding
8 equity compensation Holder Yes For Against
Proposal regarding
pay-for-superior
9 performance Holder Yes For Against
Proposal regarding
political
10 nonpartisanship Holder Yes For Against
Proposal regarding
11 chairman and CEO Holder Yes For Against
Election of
First American fourteen (14)
Corporation FAF 318522307 5/24/07 3/30/07 Annual 1 Directors Issuer Yes For For
Ratify selection of
PWC LLP as
accounting firm for
2 2007 Issuer Yes For For
Election of fifteen
Wal-Mart WMT 931142103 6/1/07 4/5/07 Annual 1 (15) Directors Issuer Yes For For
Ratification of
Ernst & Young, LLP
as independent
2 accountants Issuer Yes For For
Charitable
3 contributions report Holder Yes Against For
Universal Health
4 Care Policy Holder Yes Against For
Pay-for-Superior
5 Performance Holder Yes Against For
Equity Compensation
6 Glass Ceiling Holder Yes Against For
Compensation
7 Disparity Holder Yes Against For
Business Social
Responsibility
8 Report Holder Yes Against For
Executive
9 Compensation Vote Holder Yes Against For
Political
10 Contributions Report Holder Yes Against For
Social & Reputation
11 Impact Report Holder Yes Against For
12 Cumulative Voting Holder Yes Against For
Qualification for
13 Director Nominees Holder Yes Against For
Election of four
Caterpillar, Inc. CAT 149123101 6/13/07 4/16/07 Annual 1 (4) Directors Issuer Yes For For
2 Ratify Auditors Issuer Yes For For
3 Separate CEO & Chair Holder Yes For Against
Majority vote
4 standard Holder Yes Against For
MDC Holdings, Election of one (1)
Inc. MDC 552676108 6/25/07 4/27/07 Annual 1 Director Issuer Yes For For
Doral Financial Issuance of shares
Corporation DRL 25811P100 7/17/07 6/11/07 Annual 1 of common stock Issuer Yes For For
Amendment to
restated
certificate of
incorporation to
increase the number
of authorized
shares of our
capital stock and
2 common stock Issuer Yes For For
Amendment to our
restated
certificate of
incorporation to
decrease the par
value of our common
3 shares. Issuer Yes For For
Amendment to our
restated
certificate of
incorporation to
effect a 1 for 20
reverse stock split
together with a
corresponding
reduction in the
number of
authorized shares
of our common stock
4 and capital stock Issuer Yes For For
Election of ten
5 (10) Directors Issuer Yes For For
Appointment of PWC,
LLP as independent
registered public
accounting firm for
6 2007 Issuer Yes For For
Adjournment of
postponement of
meeting to permit
further
solicitation of
7 proxies 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 Growth & Income 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.