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UNITED STATES |
OMB APPROVAL |
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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
OMB Number: 3235-0582 |
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FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number 811-8709
Western Asset High Income Fund II Inc.
(Exact name of registrant as specified in charter)
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620 EIGHTH AVENUE, 49TH FLOOR, NEW YORK, NEW YORK |
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10018 |
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(Address of principal executive offices) |
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(Zip code) |
Robert I. Frenkel, Esq.
100 First Stamford Place
Stamford, Connecticut 06902
(Name and address of agent for service)
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Registrant’s telephone number, including area code: 1-888-777-0102 |
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Date of fiscal year end: |
April 30 |
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Date of reporting period: |
July 1, 2012- June 30, 2013 | ||
Item 1. Proxy Voting Record
******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-08709
Reporting Period: 07/01/2012 - 06/30/2013
Western Asset High Income Fund II Inc.
==================== Western Asset High Income Fund II Inc. ====================
CHARTER COMMUNICATIONS, INC.
Ticker: CHTR Security ID: 16117M305
Meeting Date: APR 30, 2013 Meeting Type: Annual
Record Date: MAR 01, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 DIRECTOR-W. LANCE CONN For Withheld Management
1.2 DIRECTOR-DARREN GLATT For Withheld Management
1.3 DIRECTOR-CRAIG A. JACOBSON For Withheld Management
1.4 DIRECTOR-BRUCE A. KARSH For Withheld Management
1.5 DIRECTOR-EDGAR LEE For Withheld Management
1.6 DIRECTOR-JEFFREY A. MARCUS For Withheld Management
1.7 DIRECTOR-JOHN D. MARKLEY, JR. For Withheld Management
1.8 DIRECTOR-DAVID C. MERRITT For Withheld Management
1.9 DIRECTOR-STAN PARKER For Withheld Management
1.10 DIRECTOR-THOMAS M. RUTLEDGE For Withheld Management
1.11 DIRECTOR-ERIC L. ZINTERHOFER For Withheld Management
2 AN AMENDMENT INCREASING THE NUMBER OF For Against Management
SHARES IN THE COMPANY'S 2009 STOCK
INCENTIVE PLAN.
3 THE RATIFICATION OF THE APPOINTMENT OF For For Management
KPMG LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR
THE YEAR ENDED DECEMBER 31, 2013.
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CITIGROUP INC.
Ticker: C Security ID: 172967424
Meeting Date: APR 24, 2013 Meeting Type: Annual
Record Date: FEB 25, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1A. ELECTION OF DIRECTOR: MICHAEL L. CORBAT For For Management
1B. ELECTION OF DIRECTOR: FRANZ B. HUMER For For Management
1C. ELECTION OF DIRECTOR: ROBERT L. JOSS For For Management
1D. ELECTION OF DIRECTOR: MICHAEL E. For For Management
O'NEILL
1E. ELECTION OF DIRECTOR: JUDITH RODIN For For Management
1F. ELECTION OF DIRECTOR: ROBERT L. RYAN For For Management
1G. ELECTION OF DIRECTOR: ANTHONY M. For For Management
SANTOMERO
1H. ELECTION OF DIRECTOR: JOAN E. SPERO For For Management
1I. ELECTION OF DIRECTOR: DIANA L. TAYLOR For For Management
1J. ELECTION OF DIRECTOR: WILLIAM S. For For Management
THOMPSON, JR.
1K. ELECTION OF DIRECTOR: ERNESTO ZEDILLO For For Management
PONCE DE LEON
2. PROPOSAL TO RATIFY THE SELECTION OF For For Management
KPMG LLP AS CITI'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR
2013.
3. ADVISORY APPROVAL OF CITI'S 2012 For For Management
EXECUTIVE COMPENSATION.
4. AMENDMENT TO THE CITIGROUP 2009 STOCK For For Management
INCENTIVE PLAN (RELATING TO DIVIDEND
EQUIVALENTS).
5. STOCKHOLDER PROPOSAL REQUESTING THAT Against Against Shareholder
EXECUTIVES RETAIN A SIGNIFICANT
PORTION OF THEIR STOCK UNTIL REACHING
NORMAL RETIREMENT AGE.
6. STOCKHOLDER PROPOSAL REQUESTING A Against Against Shareholder
REPORT ON LOBBYING AND GRASSROOTS
LOBBYING CONTRIBUTIONS.
7. STOCKHOLDER PROPOSAL REQUESTING THAT Against Against Shareholder
THE BOARD INSTITUTE A POLICY TO MAKE
IT MORE PRACTICAL TO DENY
INDEMNIFICATION FOR DIRECTORS.
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DEEPOCEAN GROUP HOLDING BV
Ticker: TRMA Security ID: 51EQOCEAN
Meeting Date: JUN 14, 2013 Meeting Type: ANNUAL
Record Date: JUN 14, 2013
# Proposal Mgt Rec Vote Cast Sponsor
2 Appointment of Bart H. Heijermans FOR FOR Management
(CEO) as chairman of the AGM and
appointment of the secretary of the AGM
3 Apporval of the agenda of the meeting FOR FOR Management
4 Adoption of annual accounts 2012 and FOR FOR Management
appropriation of profits
5 Approval of annual report 2012 and FOR FOR Management
granting discharge for the Board
members for their management pursued
over the financial year 2012
6.A Approval of remuneration of Board FOR FOR Management
members for the period from 1 January
2013 up to 30 June 2013
6.B Approval of remuneration of Board FOR FOR Management
members for the period from 1 July
2013 up to 30 June 2014
7 Implementation of the one tier board - FOR FOR Management
Amendments A, B and D of the amendment
to the shareholders' agreement;
amendment of the articles of
association of the Company and
appointment of representatives to have
the amendments executed; appointment
of execut
8 Amendment C of the amendment to the FOR FOR Management
Shareholders' Agreement
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HORIZON LINES, INC.
Ticker: HRZL Security ID: 44044K309
Meeting Date: JUN 06, 2013 Meeting Type: Annual
Record Date: APR 08, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1..1 DIRECTOR-MARTIN TUCHMAN For For Management
1..2 DIRECTOR-SAMUEL A. WOODWARD For For Management
2. TO APPROVE AN AMENDMENT TO THE For For Management
COMPANY'S RESTATED CERTIFICATE OF
INCORPORATION TO INCREASE THE NUMBER
OF AUTHORIZED SHARES OF COMMON STOCK
OF THE COMPANY FROM 100,000,000 TO
150,000,000.
3. TO RATIFY THE ACTION OF THE COMPANY'S For For Management
AUDIT COMMITTEE IN APPOINTING ERNST &
YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR
OUR FISCAL YEAR ENDING DECEMBER 22,
2013.
4. TO ADOPT AN ADVISORY RESOLUTION TO For For Management
APPROVE OUR EXECUTIVE COMPENSATION.
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LYONDELLBASELL INDUSTRIES N.V.
Ticker: LYB Security ID: N53745100
Meeting Date: MAY 22, 2013 Meeting Type: Annual
Record Date: APR 24, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1..1 DIRECTOR-JACQUES AIGRAIN For For Management
1..2 DIRECTOR-SCOTT M. KLEINMAN For For Management
1..3 DIRECTOR-BRUCE A. SMITH For For Management
2. ADOPTION OF ANNUAL ACCOUNTS FOR 2012 For For Management
3. DISCHARGE FROM LIABILITY OF SOLE For For Management
MEMBER OF THE MANAGEMENT BOARD
4. DISCHARGE FROM LIABILITY OF MEMBERS OF For For Management
THE SUPERVISORY BOARD
5. RATIFICATION OF PRICEWATERHOUSECOOPERS For For Management
LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
6. APPOINTMENT OF PRICEWATERHOUSECOOPERS For For Management
ACCOUNTANTS N.V. AS OUR AUDITOR FOR
THE DUTCH ANNUAL ACCOUNTS
7. APPROVAL OF COMPENSATION OF THE For For Management
MEMBERS OF THE SUPERVISORY BOARD
8. RATIFICATION AND APPROVAL OF DIVIDENDS For For Management
IN RESPECT OF THE 2012 FISCAL YEAR
9. ADVISORY VOTE APPROVING EXECUTIVE For For Management
COMPENSATION
10. APPROVAL TO REPURCHASE UP TO 10% OF For For Management
ISSUED SHARE CAPITAL
11. APPROVAL TO CANCEL UP TO 10% OF SHARE For For Management
CAPITAL HELD IN TREASURY
12. APPROVAL TO AMEND ARTICLES OF For For Management
ASSOCIATION
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LYONDELLBASELL INDUSTRIES N.V.
Ticker: LYB Security ID: N53745100
Meeting Date: MAY 22, 2013 Meeting Type: Annual
Record Date: MAR 28, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1..1 DIRECTOR-JACQUES AIGRAIN For For Management
1..2 DIRECTOR-SCOTT M. KLEINMAN For For Management
1..3 DIRECTOR-BRUCE A. SMITH For For Management
2. ADOPTION OF ANNUAL ACCOUNTS FOR 2012 For For Management
3. DISCHARGE FROM LIABILITY OF SOLE For For Management
MEMBER OF THE MANAGEMENT BOARD
4. DISCHARGE FROM LIABILITY OF MEMBERS OF For For Management
THE SUPERVISORY BOARD
5. RATIFICATION OF PRICEWATERHOUSECOOPERS For For Management
LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
6. APPOINTMENT OF PRICEWATERHOUSECOOPERS For For Management
ACCOUNTANTS N.V. AS OUR AUDITOR FOR
THE DUTCH ANNUAL ACCOUNTS
7. APPROVAL OF COMPENSATION OF THE For For Management
MEMBERS OF THE SUPERVISORY BOARD
8. RATIFICATION AND APPROVAL OF DIVIDENDS For For Management
IN RESPECT OF THE 2012 FISCAL YEAR
9. ADVISORY VOTE APPROVING EXECUTIVE For For Management
COMPENSATION
10. APPROVAL TO REPURCHASE UP TO 10% OF For For Management
ISSUED SHARE CAPITAL
11. APPROVAL TO CANCEL UP TO 10% OF SHARE For For Management
CAPITAL HELD IN TREASURY
12. APPROVAL TO AMEND ARTICLES OF For For Management
ASSOCIATION
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NORTEK, INC.
Ticker: NTK Security ID: 656559309
Meeting Date: MAY 09, 2013 Meeting Type: Annual
Record Date: MAR 15, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1..1 DIRECTOR-JOHN T. COLEMAN For For Management
1..2 DIRECTOR-THOMAS A. KEENAN For For Management
1..3 DIRECTOR-J. DAVID SMITH For For Management
2. TO RATIFY THE APPOINTMENT OF ERNST & For For Management
YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR
THE FISCAL YEAR ENDING DECEMBER 31,
2013.
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REALOGY HOLDINGS CORP
Ticker: RLGY Security ID: 75605Y106
Meeting Date: MAY 07, 2013 Meeting Type: ANNUAL
Record Date: MAR 14, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director FOR FOR Management
1.2 Elect Director FOR FOR Management
1.3 Elect Director FOR FOR Management
2 Advisory vote to approve Realogy FOR FOR Management
Holdings executive comensation program
3 Ratifying the appointment of FOR FOR Management
Pricewaterhouse Coopers LLP
4 Advisory vote on the grequency of the FOR FOR Management
advisory vote on executive compensation
========== END NPX REPORT
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.
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(Registrant) |
Western Asset High Income Fund II Inc. | |||
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By (Signature and Title)* |
/s/ Kenneth D. Fuller | |||
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Kenneth D. Fuller | |||
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Chairman, President and Chief Executive Officer | |||
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Date |
August 16, 2013 | |||
* Print the name and title of each signing officer under his or her signature.