N-PX 1 buffhynpx.htm BUFFALO HIGH YIELD FUND, INC. N-PX Buffalo High Yield Fund, Inc. N-PX

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

Date July 28, 2005
* Print the name and title of each signing officer under his or her signature.