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: 811-02328

BOULDER GROWTH & INCOME FUND, INC.

(Exact name of registrant as specified in charter)

1290 Broadway, Suite 1100

Denver, CO 80203

(Address of Principal Executive Offices)(Zip Code)

Christopher A. Moore

Boulder Growth & Income Fund, Inc.

1290 Broadway, Suite 1100

Denver, CO 80203

(Name and Address of Agent for Service)

Registrant’s Telephone Number, including Area Code: (303) 623-2577

Date of fiscal year end: November 30

Date of reporting period: July 1, 2018 – June 30, 2019

Item 1. Proxy Voting Record

******************************* FORM N-Px REPORT *******************************

ICA File Number: 811-02328
Reporting Period: 07/01/2018 - 06/30/2019
Boulder Growth and Income Fund, Inc.









===================== Boulder Growth and Income Fund, Inc. =====================


AMERICAN EXPRESS COMPANY

Ticker:       AXP            Security ID:  025816109
Meeting Date: MAY 07, 2019   Meeting Type: Annual
Record Date:  MAR 11, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Charlene Barshefsky      For       For          Management
1b    Elect Director John J. Brennan          For       For          Management
1c    Elect Director Peter Chernin            For       For          Management
1d    Elect Director Ralph de la Vega         For       For          Management
1e    Elect Director Anne Lauvergeon          For       For          Management
1f    Elect Director Michael O. Leavitt       For       For          Management
1g    Elect Director Theodore J. Leonsis      For       For          Management
1h    Elect Director Stephen J. Squeri        For       For          Management
1i    Elect Director Daniel L. Vasella        For       For          Management
1j    Elect Director Ronald A. Williams       For       For          Management
1k    Elect Director Christopher D. Young     For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditor
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Right to Act by Written Consent Against   For          Shareholder
5     Adjust Executive Compensation Metrics   Against   Against      Shareholder
      for Share Buybacks
6     Report on Gender Pay Gap                Against   For          Shareholder


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BERKSHIRE HATHAWAY INC.

Ticker:       BRK.A          Security ID:  084670108
Meeting Date: MAY 04, 2019   Meeting Type: Annual
Record Date:  MAR 06, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Warren E. Buffet         For       For          Management
1.2   Elect Director Charles T. Munger        For       For          Management
1.3   Elect Director Gregory E. Abel          For       For          Management
1.4   Elect Director Howard G. Buffett        For       For          Management
1.5   Elect Director Stephen B. Burke         For       For          Management
1.6   Elect Director Susan L. Decker          For       For          Management
1.7   Elect Director William H. Gates, III    For       For          Management
1.8   Elect Director David S. Gottesman       For       For          Management
1.9   Elect Director Charlotte Guyman         For       For          Management
1.10  Elect Director Ajit Jain                For       For          Management
1.11  Elect Director Thomas S. Murphy         For       For          Management
1.12  Elect Director Ronald L. Olson          For       For          Management
1.13  Elect Director Walter Scott, Jr.        For       Withhold     Management
1.14  Elect Director Meryl B. Witmer          For       For          Management


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BERKSHIRE HATHAWAY INC.

Ticker:       BRK.B          Security ID:  084670702
Meeting Date: MAY 04, 2019   Meeting Type: Annual
Record Date:  MAR 06, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Warren E. Buffet         For       For          Management
1.2   Elect Director Charles T. Munger        For       For          Management
1.3   Elect Director Gregory E. Abel          For       For          Management
1.4   Elect Director Howard G. Buffett        For       For          Management
1.5   Elect Director Stephen B. Burke         For       For          Management
1.6   Elect Director Susan L. Decker          For       For          Management
1.7   Elect Director William H. Gates, III    For       For          Management
1.8   Elect Director David S. Gottesman       For       For          Management
1.9   Elect Director Charlotte Guyman         For       For          Management
1.10  Elect Director Ajit Jain                For       For          Management
1.11  Elect Director Thomas S. Murphy         For       For          Management
1.12  Elect Director Ronald L. Olson          For       For          Management
1.13  Elect Director Walter Scott, Jr.        For       Withhold     Management
1.14  Elect Director Meryl B. Witmer          For       For          Management


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CATERPILLAR INC.

Ticker:       CAT            Security ID:  149123101
Meeting Date: JUN 12, 2019   Meeting Type: Annual
Record Date:  APR 15, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kelly A. Ayotte          For       For          Management
1.2   Elect Director David L. Calhoun         For       For          Management
1.3   Elect Director Daniel M. Dickinson      For       For          Management
1.4   Elect Director Juan Gallardo            For       For          Management
1.5   Elect Director Dennis A. Muilenburg     For       For          Management
1.6   Elect Director William A. Osborn        For       For          Management
1.7   Elect Director Debra L. Reed-Klages     For       For          Management
1.8   Elect Director Edward B. Rust, Jr.      For       For          Management
1.9   Elect Director Susan C. Schwab          For       For          Management
1.10  Elect Director D. James Umpleby, III    For       For          Management
1.11  Elect Director Miles D. White           For       For          Management
1.12  Elect Director Rayford Wilkins, Jr.     For       For          Management
2     Ratify PricewaterhouseCoopers as        For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Proxy Access Right                Against   For          Shareholder
5     Report on Risks of Doing Business in    Against   Against      Shareholder
      Conflict-Affected Areas


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CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: DEC 12, 2018   Meeting Type: Annual
Record Date:  OCT 15, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director M. Michele Burns         For       For          Management
1b    Elect Director Michael D. Capellas      For       For          Management
1c    Elect Director Mark Garrett             For       For          Management
1d    Elect Director Kristina M. Johnson      For       For          Management
1e    Elect Director Roderick C. McGeary      For       For          Management
1f    Elect Director Charles H. Robbins       For       For          Management
1g    Elect Director Arun Sarin               For       For          Management
1h    Elect Director Brenton L. Saunders      For       For          Management
1i    Elect Director Steven M. West           For       For          Management
2     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
5     Require Independent Board Chairman      Against   Against      Shareholder
6     Adjust Executive Compensation Metrics   Against   Against      Shareholder
      for Share Buybacks


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COHEN & STEERS INFRASTRUCTURE FUND, INC.

Ticker:       UTF            Security ID:  19248A109
Meeting Date: APR 25, 2019   Meeting Type: Annual
Record Date:  FEB 15, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Daphne L. Richards       For       For          Management
1.2   Elect Director Gerald J. Maginnis       For       For          Management
1.3   Elect Director Joseph M. Harvey         For       For          Management


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HEINEKEN HOLDING NV

Ticker:       HEIO           Security ID:  N39338194
Meeting Date: APR 25, 2019   Meeting Type: Annual
Record Date:  MAR 28, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Report of Management Board      None      None         Management
      (Non-Voting)
2     Discuss Remuneration Policy for         None      None         Management
      Management Board Members
3     Adopt Financial Statements              For       For          Management
4     Receive Explanation on Company's        None      None         Management
      Reserves and Dividend Policy
5     Approve Discharge of Management Board   For       For          Management
6.a   Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
6.b   Grant Board Authority to Issue Shares   For       For          Management
      Up To 10 Percent of Issued Capital
6.c   Authorize Board to Exclude Preemptive   For       For          Management
      Rights from Share Issuances
7.a   Reelect C.L. de Carvalho-Heineken as    For       Against      Management
      Executive Director
7.b   Reelect M.R. de Carvalho as Executive   For       Against      Management
      Director
7.c   Reelect C.M. Kwist as Non-Executive     For       Against      Management
      Director
8     Approve Cancellation of Repurchased     For       For          Management
      Shares


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HEINEKEN NV

Ticker:       HEIA           Security ID:  N39427211
Meeting Date: APR 25, 2019   Meeting Type: Annual
Record Date:  MAR 28, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.a   Receive Report of Management Board      None      None         Management
      (Non-Voting)
1.b   Discuss Remuneration Report Containing  None      None         Management
      Remuneration Policy for Management
      Board Members
1.c   Adopt Financial Statements              For       For          Management
1.d   Receive Explanation on Dividend Policy  None      None         Management
1.e   Approve Dividends of EUR 1.60 Per Share For       For          Management
1.f   Approve Discharge of Management Board   For       For          Management
1.g   Approve Discharge of Supervisory Board  For       For          Management
2.a   Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
2.b   Grant Board Authority to Issue Shares   For       For          Management
      Up To 10 Percent of Issued Capital
2.c   Authorize Board to Exclude Preemptive   For       For          Management
      Rights from Share Issuances under Item
      2b
3     Approve Remuneration of Supervisory     For       For          Management
      Board
4     Reelect L.M. Debroux to Management      For       For          Management
      Board
5.a   Reelect M.R. de Carvalho to             For       For          Management
      Supervisory Board
5.b   Elect R.L. Ripley to Supervisory Board  For       For          Management
5.c   Elect I.H. Arnold to Supervisory Board  For       For          Management


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JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 25, 2019   Meeting Type: Annual
Record Date:  FEB 26, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Mary C. Beckerle         For       For          Management
1b    Elect Director D. Scott Davis           For       For          Management
1c    Elect Director Ian E. L. Davis          For       For          Management
1d    Elect Director Jennifer A. Doudna       For       For          Management
1e    Elect Director Alex Gorsky              For       For          Management
1f    Elect Director Marillyn A. Hewson       For       For          Management
1g    Elect Director Mark B. McClellan        For       For          Management
1h    Elect Director Anne M. Mulcahy          For       For          Management
1i    Elect Director William D. Perez         For       For          Management
1j    Elect Director Charles Prince           For       For          Management
1k    Elect Director A. Eugene Washington     For       For          Management
1l    Elect Director Ronald A. Williams       For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditor
4     Clawback Disclosure of Recoupment       Against   For          Shareholder
      Activity from Senior Officers
5     Report on Integrating Risks Related to  Against   For          Shareholder
      Drug Pricing into Senior Executive
      Compensation


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JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 21, 2019   Meeting Type: Annual
Record Date:  MAR 22, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Linda B. Bammann         For       For          Management
1b    Elect Director James A. Bell            For       For          Management
1c    Elect Director Stephen B. Burke         For       For          Management
1d    Elect Director Todd A. Combs            For       For          Management
1e    Elect Director James S. Crown           For       For          Management
1f    Elect Director James Dimon              For       For          Management
1g    Elect Director Timothy P. Flynn         For       For          Management
1h    Elect Director Mellody Hobson           For       For          Management
1i    Elect Director Laban P. Jackson, Jr.    For       For          Management
1j    Elect Director Michael A. Neal          For       For          Management
1k    Elect Director Lee R. Raymond           For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditor
4     Report on Gender Pay Gap                Against   For          Shareholder
5     Amend Proxy Access Right                Against   For          Shareholder
6     Provide for Cumulative Voting           Against   Against      Shareholder


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MIDCOUNTRY FINANCIAL CORP.

Ticker:                      Security ID:  99MIDC99
Meeting Date: AUG 29, 2018   Meeting Type: Special
Record Date:  JUL 26, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Sale of Company Assets          For       For          Management


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MIDCOUNTRY FINANCIAL CORP.

Ticker:                      Security ID:  99MIDC99
Meeting Date: OCT 31, 2018   Meeting Type: Special
Record Date:  OCT 03, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Amend Articles of Incorporation         For       For          Management


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MIDCOUNTRY FINANCIAL CORP.

Ticker:                      Security ID:  99MIDC99
Meeting Date: JAN 24, 2019   Meeting Type: Annual
Record Date:  DEC 19, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard W. Carpenter     For       Withhold     Management
1.2   Elect Director Robert F. Hatcher, Jr.   For       Withhold     Management
1.3   Elect Director Sherry A. Kellett        For       Withhold     Management
1.4   Elect Director Stephen G. Rutledge      For       Withhold     Management


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PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 25, 2019   Meeting Type: Annual
Record Date:  FEB 26, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ronald E. Blaylock       For       For          Management
1.2   Elect Director Albert Bourla            For       For          Management
1.3   Elect Director W. Don Cornwell          For       For          Management
1.4   Elect Director Joseph J. Echevarria     For       For          Management
1.5   Elect Director Helen H. Hobbs           For       For          Management
1.6   Elect Director James M. Kilts           For       For          Management
1.7   Elect Director Dan R. Littman           For       For          Management
1.8   Elect Director Shantanu Narayen         For       For          Management
1.9   Elect Director Suzanne Nora Johnson     For       For          Management
1.10  Elect Director Ian C. Read              For       For          Management
1.11  Elect Director James C. Smith           For       For          Management
2     Ratify KPMG LLP as Auditor              For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Omnibus Stock Plan              For       For          Management
5     Provide Right to Act by Written Consent Against   Against      Shareholder
6     Report on Lobbying Payments and Policy  Against   For          Shareholder
7     Require Independent Board Chairman      Against   Against      Shareholder
8     Report on Integrating Risks Related to  Against   For          Shareholder
      Drug Pricing into Senior Executive
      Compensation


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SOUTH STREET SECURITIES HOLDINGS, INC.

Ticker:                      Security ID:  84046V101
Meeting Date: MAY 15, 2019   Meeting Type: Annual
Record Date:  APR 01, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James M. Tabacchi        For       Withhold     Management
1.2   Elect Director Michael P. Esposito, Jr. For       Withhold     Management
2     Ratify PriceWaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Other Business                          For       Against      Management


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STATE STREET INSTITUTIONAL INVESTMENT TRUST

Ticker:                      Security ID:  857492649
Meeting Date: DEC 18, 2018   Meeting Type: Special
Record Date:  OCT 22, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
2.1   Elect Director John R. Costantino       For       For          Management
2.2   Elect Director Michael A. Jessee        For       For          Management
2.3   Elect Director Ellen M. Needham         For       For          Management
2.4   Elect Director Donna M. Rapaccioli      For       For          Management


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VENTAS, INC.

Ticker:       VTR            Security ID:  92276F100
Meeting Date: MAY 14, 2019   Meeting Type: Annual
Record Date:  MAR 15, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    Elect Director Melody C. Barnes         For       For          Management
1B    Elect Director Debra A. Cafaro          For       For          Management
1C    Elect Director Jay M. Gellert           For       For          Management
1D    Elect Director Richard I. Gilchrist     For       For          Management
1E    Elect Director Matthew J. Lustig        For       For          Management
1F    Elect Director Roxanne M. Martino       For       For          Management
1G    Elect Director Walter C. Rakowich       For       For          Management
1H    Elect Director Robert D. Reed           For       For          Management
1I    Elect Director James D. Shelton         For       For          Management
2     Ratify KPMG LLP as Auditors             For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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VERIZON COMMUNICATIONS INC.

Ticker:       VZ             Security ID:  92343V104
Meeting Date: MAY 02, 2019   Meeting Type: Annual
Record Date:  MAR 04, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Shellye L. Archambeau    For       For          Management
1.2   Elect Director Mark T. Bertolini        For       For          Management
1.3   Elect Director Vittorio Colao           For       For          Management
1.4   Elect Director Melanie L. Healey        For       For          Management
1.5   Elect Director Clarence Otis, Jr.       For       For          Management
1.6   Elect Director Daniel H. Schulman       For       For          Management
1.7   Elect Director Rodney E. Slater         For       For          Management
1.8   Elect Director Kathryn A. Tesija        For       For          Management
1.9   Elect Director Hans E. Vestberg         For       For          Management
1.10  Elect Director Gregory G. Weaver        For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Eliminate Above-Market Earnings in      Against   For          Shareholder
      Executive Retirement Plans
5     Require Independent Board Chairman      Against   Against      Shareholder
6     Report on Online Child Exploitation     Against   For          Shareholder
7     Assess Feasibility of Cyber Security    Against   Against      Shareholder
      and Data Privacy as a Performance
      Measure for Senior Executive
      Compensation
8     Submit Severance Agreement              Against   For          Shareholder
      (Change-in-Control) to Shareholder Vote


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WALMART INC.

Ticker:       WMT            Security ID:  931142103
Meeting Date: JUN 05, 2019   Meeting Type: Annual
Record Date:  APR 12, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Cesar Conde              For       For          Management
1b    Elect Director Stephen "Steve" J.       For       For          Management
      Easterbrook
1c    Elect Director Timothy "Tim" P. Flynn   For       For          Management
1d    Elect Director Sarah J. Friar           For       For          Management
1e    Elect Director Carla A. Harris          For       For          Management
1f    Elect Director Thomas "Tom" W. Horton   For       For          Management
1g    Elect Director Marissa A. Mayer         For       For          Management
1h    Elect Director C. Douglas "Doug"        For       For          Management
      McMillon
1i    Elect Director Gregory "Greg" B. Penner For       For          Management
1j    Elect Director Steven "Steve" S         For       For          Management
      Reinemund
1k    Elect Director S. Robson "Rob" Walton   For       For          Management
1l    Elect Director Steuart L. Walton        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Ernst & Young LLP as Auditors    For       For          Management
4     Report on Sexual Harassment             Against   For          Shareholder
5     Provide for Cumulative Voting           Against   For          Shareholder


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WELLS FARGO & COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 23, 2019   Meeting Type: Annual
Record Date:  FEB 26, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director John D. Baker, II        For       For          Management
1b    Elect Director Celeste A. Clark         For       For          Management
1c    Elect Director Theodore F. Craver, Jr.  For       For          Management
1d    Elect Director Elizabeth A. "Betsy"     For       For          Management
      Duke
1e    Elect Director Wayne M. Hewett          For       For          Management
1f    Elect Director Donald M. James          For       For          Management
1g    Elect Director Maria R. Morris          For       For          Management
1h    Elect Director Juan A. Pujadas          For       For          Management
1i    Elect Director James H. Quigley         For       For          Management
1j    Elect Director Ronald L. Sargent        For       For          Management
1k    Elect Director C. Allen Parker          For       For          Management
1l    Elect Director Suzanne M. Vautrinot     For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify KPMG LLP as Auditors             For       For          Management
5     Report on Incentive-Based Compensation  Against   For          Shareholder
      and Risks of Material Losses
6     Report on Global Median Gender Pay Gap  Against   For          Shareholder


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YUM! BRANDS, INC.

Ticker:       YUM            Security ID:  988498101
Meeting Date: MAY 16, 2019   Meeting Type: Annual
Record Date:  MAR 18, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Paget L. Alves           For       For          Management
1b    Elect Director Michael J. Cavanagh      For       For          Management
1c    Elect Director Christopher M. Connor    For       For          Management
1d    Elect Director Brian C. Cornell         For       For          Management
1e    Elect Director Greg Creed               For       For          Management
1f    Elect Director Tanya L. Domier          For       For          Management
1g    Elect Director Mirian M. Graddick-Weir  For       For          Management
1h    Elect Director Thomas C. Nelson         For       For          Management
1i    Elect Director P. Justin Skala          For       For          Management
1j    Elect Director Elane B. Stock           For       For          Management
1k    Elect Director Robert D. Walter         For       For          Management
2     Ratify KPMG LLP as Auditors             For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Use of Renewable Energy       None      None         Shareholder
      *Withdrawn Resolution*
5     Report on Supply Chain Impact on        Against   For          Shareholder
      Deforestation
6     Report on Sustainable Packaging         Against   For          Shareholder

========== END NPX REPORT

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 Growth & Income Fund, Inc.
By:	/s/ Joel W. Looney
	Joel W. Looney
	President (Principal Executive Officer)
Date:	August 20, 2019