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 811-8709
Western Asset High Income Fund II Inc.
(Exact name of registrant as specified in charter)
620 EIGHTH AVENUE, 49TH FLOOR, NEW YORK, NEW YORK 10018
(Address of principal executive offices) (Zip code)
Robert I. Frenkel, Esq.
100 First Stamford Place
Stamford, Connecticut 06902
(Name and address of agent for service)
Registrant’s telephone number, including area code: 1-888-777-0102
Date of fiscal year end: April 30
Date of reporting period: July 1, 2013–June 30, 2014
Item 1. Proxy Voting Record
******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-08709
Reporting Period: 07/01/2013 - 06/30/2014
Western Asset High Income Fund II Inc.
==================== Western Asset High Income Fund II Inc. ====================
CITIGROUP INC.
Ticker: C Security ID: 172967424
Meeting Date: APR 22, 2014 Meeting Type: Annual
Record Date: FEB 24, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1A. Election of Directors (Majority Voting) For For Management
1B. Election of Directors (Majority Voting) For For Management
1C. Election of Directors (Majority Voting) For For Management
1D. Election of Directors (Majority Voting) For For Management
1E. Election of Directors (Majority Voting) For For Management
1F. Election of Directors (Majority Voting) For For Management
1G. Election of Directors (Majority Voting) For For Management
1H. Election of Directors (Majority Voting) For For Management
1I. Election of Directors (Majority Voting) For For Management
1J. Election of Directors (Majority Voting) For For Management
1K. Election of Directors (Majority Voting) For For Management
1L. Election of Directors (Majority Voting) For For Management
1M. Election of Directors (Majority Voting) For For Management
1N. Election of Directors (Majority Voting) For For Management
2. Ratify Appointment of Independent For For Management
Auditors
3. 14A Executive Compensation For For Management
4. Approve Stock Compensation Plan For For Management
5. S/H Proposal - Corporate Governance Against Against Shareholder
6. S/H Proposal - Corporate Governance Against Against Shareholder
7. S/H Proposal - Corporate Governance Against Against Shareholder
8. S/H Proposal - Access To Proxy Against Against Shareholder
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HORIZON LINES, INC.
Ticker: HRZL Security ID: 44044K309
Meeting Date: JUN 05, 2014 Meeting Type: Annual
Record Date: APR 07, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1..1 Election of Directors-JAMES LACHANCE For For Management
1..2 Election of Directors-STEVEN L. RUBIN For For Management
2. Ratify Shareholder Rights Plan For For Management
3. Ratify Appointment of Independent For For Management
Auditors
4. 14A Executive Compensation For For Management
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LYONDELLBASELL INDUSTRIES N.V.
Ticker: LYB Security ID: N53745100
Meeting Date: APR 16, 2014 Meeting Type: Annual
Record Date: MAR 19, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1A. Election of Directors (Majority Voting) For For Management
1B. Election of Directors (Majority Voting) For For Management
1C. Election of Directors (Majority Voting) For For Management
1D. Election of Directors (Majority Voting) For For Management
1E. Election of Directors (Majority Voting) For For Management
1F. Election of Directors (Majority Voting) For For Management
2A. Election of Directors (Majority Voting) For For Management
2B. Election of Directors (Majority Voting) For For Management
2C. Election of Directors (Majority Voting) For For Management
2D. Election of Directors (Majority Voting) For For Management
2E. Election of Directors (Majority Voting) For For Management
3. Receive Directors' Report For For Management
4. Approve Director Liability Insurance For For Management
5. Approve Director Liability Insurance For For Management
6. Ratify Appointment of Independent For For Management
Auditors
7. Ratify Appointment of Independent For For Management
Auditors
8. Dividends For For Management
9. 14A Executive Compensation For For Management
10. Allot Securities For For Management
11. Allot Securities For For Management
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NORTEK, INC.
Ticker: NTK Security ID: 656559309
Meeting Date: MAY 01, 2014 Meeting Type: Annual
Record Date: MAR 03, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1..1 Election of Directors-JEFFREY C. For For Management
BLOOMBERG
1..2 Election of Directors-JAMES B. HIRSHORN For For Management
1..3 Election of Directors-CHRIS A. MCWILTON For For Management
2. 14A Executive Compensation For For Management
3. Ratify Appointment of Independent For For Management
Auditors
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REALOGY HOLDINGS CORP.
Ticker: RLGY Security ID: 75605Y106
Meeting Date: MAY 02, 2014 Meeting Type: Annual
Record Date: MAR 07, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1..1 Election of Directors-JESSICA M. For For Management
BIBLIOWICZ
1..2 Election of Directors-FIONA P. DIAS For For Management
2. Declassify Board For For Management
3. Approve Charter Amendment For For Management
4. 14A Executive Compensation For For Management
5. Ratify Appointment of Independent For For Management
Auditors
========== 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.
| Western Asset High Income Fund II Inc. |
| By: | /s/ Kenneth D. Fuller Kenneth D. Fuller Chairman, President and Chief Executive Officer |
| Date | August 8, 2014 |