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 811-22444
Western Asset High Yield Defined Opportunity Fund 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: August 31
Date of reporting period: July 1, 2014–June 30, 2015
Item 1. Proxy Voting Record
******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-22444
Reporting Period: 07/01/2014 - 06/30/2015
Western Asset High Yield Defined Opportunity Fund Inc.
============ Western Asset High Yield Defined Opportunity Fund Inc. ============
BARCLAYS PLC
Ticker: BCS Security ID: 06738E204
Meeting Date: APR 23, 2015 Meeting Type: ANNUAL
Record Date: MAR 20, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1 TO RECEIVE THE REPORTS OF THE FOR ABSTAIN Management
DIRECTORS AND AUDITORS AND THE AUDITED
ACCOUNTS FOR THE YEAR ENDED 31
DECEMBER 2014.
2 TO APPROVE THE DIRECTORS' REMUNERATION FOR ABSTAIN Management
REPORT (OTHER THAN THE PART CONTAINING
THE ABRIDGED DIRECTORS' REMUNERATION
POLICY) FOR THE YEAR ENDED 31 DECEMBER
2014.
3 TO APPOINT CRAWFORD GILLIES AS A FOR ABSTAIN Management
DIRECTOR OF THE COMPANY
4 TO APPOINT JOHN MCFARLANE AS A FOR ABSTAIN Management
DIRECTOR OF THE COMPANY.
5 TO REAPPOINT MIKE ASHLEY AS A DIRECTOR FOR ABSTAIN Management
OF THE COMPANY.
6 TO REAPPOINT TIM BREEDON AS A DIRECTOR FOR ABSTAIN Management
OF THE COMPANY.
7 TO REAPPOINT REUBEN JEFFERY III AS A FOR ABSTAIN Management
DIRECTOR OF THE COMPANY.
8 TO REAPPOINT ANTONY JENKINS AS A FOR ABSTAIN Management
DIRECTOR OF THE COMPANY.
9 TO REAPPOINT WENDY LUCAS-BULL AS A FOR ABSTAIN Management
DIRECTOR OF THE COMPANY.
10 TO REAPPOINT TUSHAR MORZARIA AS A FOR ABSTAIN Management
DIRECTOR OF THE COMPANY.
11 TO REAPPOINT DAMBISA MOYO AS A FOR ABSTAIN Management
DIRECTOR OF THE COMPANY.
12 TO REAPPOINT FRITS VAN PAASSCHEN AS A FOR ABSTAIN Management
DIRECTOR OF THE COMPANY.
13 TO REAPPOINT SIR MICHAEL RAKE AS A FOR ABSTAIN Management
DIRECTOR OF THE COMPANY.
14 TO REAPPOINT STEVE THIEKE AS A FOR ABSTAIN Management
DIRECTOR OF THE COMPANY.
15 TO REAPPOINT DIANE DE SAINT VICTOR AS FOR ABSTAIN Management
A DIRECTOR OF THE COMPANY.
16 TO REAPPOINT PRICEWATERHOUSECOOPERS FOR ABSTAIN Management
LLP AS AUDITORS OF THE COMPANY.
17 TO AUTHORISE THE DIRECTORS TO SET THE FOR ABSTAIN Management
REMUNERATION OF THE AUDITORS.
18 TO AUTHORISE THE COMPANY AND ITS FOR ABSTAIN Management
SUBSIDIARIES TO MAKE POLITICAL
DONATIONS AND INCUR POLITICAL
EXPENDITURE.
19 TO AUTHORISE THE DIRECTORS TO ALLOT FOR ABSTAIN Management
SHARES AND EQUITY SECURITIES.
20 TO AUTHORISE THE DIRECTORS TO ALLOT FOR ABSTAIN Management
EQUITY SECURITIES FOR CASH OR TO SELL
TREASURY SHARES OTHER THAN ON A PRO
RATA BASIS TO SHAREHOLDERS.
21 TO AUTHORISE THE DIRECTORS TO ALLOT FOR ABSTAIN Management
EQUITY SECURITIES IN RELATION TO THE
ISSUANCE OF CONTINGENT EQUITY
CONVERSION NOTES.
22 TO AUTHORISE THE DIRECTORS TO ALLOT FOR ABSTAIN Management
EQUITY SECURITIES FOR CASH OTHER THAN
ON A PRO RATA BASIS TO SHAREHOLDERS IN
RELATION TO THE ISSUANCE OF CONTINGENT
EQUITY CONVERSION NOTES.
23 TO AUTHORISE THE COMPANY TO PURCHASE FOR ABSTAIN Management
ITS OWN SHARES.
24 TO AUTHORISE THE DIRECTORS TO CALL FOR ABSTAIN Management
GENERAL MEETINGS (OTHER THAN AN AGM)
ON NOT LESS THAN 14 CLEAR DAYS' NOTICE.
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CITIGROUP INC
Ticker: C Security ID: 172967424
Meeting Date: APR 28, 2015 Meeting Type: ANNUAL
Record Date: FEB 27, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1A. Election of Directors - Michael L. FOR FOR Management
Corbat
1B. Election of Directors - Duncan P. FOR FOR Management
Hennes
1C. Election of Directors - Peter B. Henry FOR FOR Management
1D. Election of Directors - Franz B. Humer FOR FOR Management
1E. Election of Directors - Michael E. FOR FOR Management
O'Neill
1F. Election of Directors - Gary M. Reiner FOR FOR Management
1G. Election of Directors - Judith Rodin FOR FOR Management
1H. Election of Directors - Anthony M. FOR FOR Management
Santomero
1I. Election of Directors - Joan E. Spero FOR FOR Management
1J. Election of Directors - Diana. L. FOR FOR Management
Taylor
1K. Election of Directors - William S. FOR FOR Management
Thompson, Jr.
1L. Election of Directors - James S. Turley FOR FOR Management
1M. Election of Directors - Ernesto FOR FOR Management
Zedillo Ponce de leon
2 PROPOSAL TO RATIFY THE SELECTION OF FOR FOR Management
KPMG LLP AS CITI'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR
2015
3 ADVISORY APPROVAL OF CITI'S 2014 FOR FOR Management
EXECUTIVE COMPENSATION
4 APPROVAL OF AN AMENDMENT TO THE FOR FOR Management
CITIGROUP 2014 STOCK INCENTIVE PLAN
AUTHORIZING ADDITIONAL SHARES
5 STOCKHOLDER PROPOSAL REQUESTING PROXY FOR FOR Management
ACCESS FOR SHAREHOLDERS
6 STOCKHOLDER PROPOSAL REQUESTING A AGAINST AGAINST Management
REPORT ON LOBBYING AND GRASSROOTS
LOBBYING CONTRIBUTIONS
7 STOCKHOLDER PROPOSAL REQUESTING AN AGAINST AGAINST Management
AMENDMENT TO THE GENERAL CLAWBACK
POLICY
8 STOCKHOLDER PROPOSAL REQUESTING A AGAINST AGAINST Management
BY-LAW AMENDMENT TO EXCLUDE FROM THE
BOARD OF DIRECTORS' AUDIT COMMITTEE
ANY DIRECTOR WHO WAS A DIRECTOR AT A
PUBLIC COMPANY WHILE THAT COMPANY
FILED FOR REORGANIZATION UNDER CHAPTER
11
9 STOCKHOLDER PROPOSAL REQUESTING A AGAINST AGAINST Management
REPORT REGARDING THE VESTING OF
EQUITY-BASED AWARDS FOR SENIOR
EXECUTIVES DUE TO A VOLUNTARY
RESIGNATION TO ENTER GOVERNMENT SERVICE
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FORD MOTOR COMPANY
Ticker: F Security ID: 345370860
Meeting Date: MAY 14, 2015 Meeting Type: ANNUAL
Record Date: MAR 17, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1A. Election of Directors - Stephen G. FOR ABSTAIN Management
Butler
1B. Election of Directors - Kimberly A. FOR ABSTAIN Management
Casiano
1C. Election of Directors - Anthony F. FOR ABSTAIN Management
Earley, Jr.
1D. Election of Directors - Mark Fields FOR ABSTAIN Management
1E. Election of Directors Edsel B. Ford II FOR ABSTAIN Management
1F. Election of Directors - William Clay FOR ABSTAIN Management
Ford, Jr.
1G. Election of Directors - James P. FOR ABSTAIN Management
Hackett
1H. Election of Directors - James H. FOR ABSTAIN Management
Hance, Jr.
1I. Election of Directors - William W. FOR ABSTAIN Management
Helman IV
1J. Election of Directors - Jon M. FOR ABSTAIN Management
Huntsman, Jr.
1K. Election of Directors - William E. FOR ABSTAIN Management
Kennard
1L. Election of Directors - John C. FOR ABSTAIN Management
Lechleiter
1M. Election of Directors - Ellen R. Marram FOR ABSTAIN Management
1N. Election of Directors - Gerald L. FOR ABSTAIN Management
Shaheen
1O. Election of Directors - John L. FOR ABSTAIN Management
Thornton
2 Ratify Appointment of Independent FOR ABSTAIN Management
Auditors
3 Say on Pay - An advisory vote to FOR ABSTAIN Management
approve the compensation of the named
executives
4 Relating to consideration of a AGAINST ABSTAIN Shareholder
recapitalization plan to provide that
all of the company's outstanding stock
have one vote per share
5 Relating to allowing holders of 20% of AGAINST ABSTAIN Shareholder
outstanding common stock to call
special meetings of shareholders
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GENERAL MOTORS CO
Ticker: GM Security ID: 37045V100
Meeting Date: JUN 09, 2015 Meeting Type: ANNUAL
Record Date: APR 10, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1A. ELECTION OF DIRECTOR: JOSEPH J. ASHTON FOR FOR Management
1B. ELECTION OF DIRECTOR: MARY T. BARRA FOR FOR Management
1C. ELECTION OF DIRECTOR: STEPHEN J. GIRSKY FOR FOR Management
1D. ELECTION OF DIRECTOR: LINDA R. GOODEN FOR FOR Management
1E. ELECTION OF DIRECTOR: JOSEPH JIMENEZ, FOR FOR Management
JR.
1F. ELECTION OF DIRECTOR: KATHRYN V. FOR FOR Management
MARINELLO
1G. ELECTION OF DIRECTOR: MICHAEL G. MULLEN FOR FOR Management
1H. ELECTION OF DIRECTOR: JAMES J. MULVA FOR FOR Management
1I. ELECTION OF DIRECTOR: PATRICIA F. RUSSO FOR FOR Management
1J. ELECTION OF DIRECTOR: THOMAS M. SCHOEWE FOR FOR Management
1K. ELECTION OF DIRECTOR: THEODORE M. SOLSO FOR FOR Management
1L. ELECTION OF DIRECTOR: CAROL M. FOR FOR Management
STEPHENSON
2 RATIFICATION OF THE SELECTION OF FOR FOR Management
DELOITTE & TOUCHE LLP AS GM'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2015
3 ADVISORY VOTE TO APPROVE EXECUTIVE FOR FOR Management
COMPENSATION
4 INDEPENDENT BOARD CHAIRMAN AGAINST AGAINST Shareholder
5 CUMULATIVE VOTING AGAINST AGAINST Shareholder
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H&E EQUIPMENT SERVICES INC
Ticker: HEES Security ID: 404030108
Meeting Date: MAY 15, 2015 Meeting Type: ANNUAL
Record Date: MAR 19, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1 Election of Directors FOR FOR Management
2 RATIFICATION OF APPOINTMENT OF BDO FOR FOR Management
USA, LLP AS INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE YEAR
ENDING DECEMBER 31, 2015.
3 ADVISORY VOTE ON NAMED EXECUTIVE FOR FOR Management
OFFICER COMPENSATION AS DISCLOSED IN
THE PROXY STATEMENT.
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HORIZON LINES INC
Ticker: HRZL Security ID: 44044K309
Meeting Date: FEB 25, 2015 Meeting Type: CONSENT
Record Date: JAN 27, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement FOR FOR Management
2 14A Extraordinary Transaction FOR FOR Management
Executive Compensation
3 Approve Motion to Adjourn Meeting FOR FOR Management
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JPMORGAN CHASE & CO
Ticker: JPM Security ID: 46625H100
Meeting Date: MAY 19, 2015 Meeting Type: ANNUAL
Record Date: MAR 20, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN For For Management
1B. ELECTION OF DIRECTOR: JAMES A. BELL For For Management
1C. ELECTION OF DIRECTOR: CRANDALL C. For For Management
BOWLES
1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE For For Management
1E. ELECTION OF DIRECTOR: JAMES S. CROWN For For Management
1F. ELECTION OF DIRECTOR: JAMES DIMON For For Management
1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN For For Management
1H. ELECTION OF DIRECTOR: LABAN P. For For Management
JACKSON, JR.
1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL For For Management
1J. ELECTION OF DIRECTOR: LEE R. RAYMOND For For Management
1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON For For Management
2 ADVISORY RESOLUTION TO APPROVE Against Against Management
EXECUTIVE COMPENSATION
3 RATIFICATION OF INDEPENDENT REGISTERED For For Management
PUBLIC ACCOUNTING FIRM
4 APPROVAL OF AMENDMENT TO LONG-TERM Against Against Management
INCENTIVE PLAN
5 INDEPENDENT BOARD CHAIRMAN - REQUIRE Against For Shareholder
AN INDEPENDENT CHAIR
6 LOBBYING - REPORT ON POLICIES, Against For Shareholder
PROCEDURES AND EXPENDITURES
7 SPECIAL SHAREOWNER MEETINGS - REDUCE For Against Shareholder
OWNERSHIP THRESHOLD FROM 20% TO 10%
8 HOW VOTES ARE COUNTED - COUNT VOTES Against For Shareholder
USING ONLY FOR AND AGAINST
9 ACCELERATED VESTING PROVISIONS - Against For Shareholder
REPORT NAMES OF SENIOR EXECUTIVES AND
VALUE OF EQUITY AWARDS THAT WOULD VEST
IF THEY RESIGN TO ENTER GOVERNMENT
SERVICE
10 CLAWBACK DISCLOSURE POLICY - DISCLOSE Against For Shareholder
WHETHER THE FIRM RECOUPED ANY
INCENTIVE COMPENSATION FROM SENIOR
EXECUTIVES
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MIRABELA NICKEL LTD
Ticker: MBN Security ID: AU000000MBN9
Meeting Date: MAY 28, 2015 Meeting Type: ANNUAL
Record Date: MAY 26, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1 ADOPTION OF REMUNERATION REPORT FOR FOR Management
2 RE-ELECTION OF MR ROSS EDWARD FOR FOR Management
GRIFFITHS AS A DIRECTOR
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VODAFONE GROUP PLC - VODAFONE GROUP PLC-SP ADR
Ticker: VOD Security ID: 92857W308
Meeting Date: JUL 29, 2014 Meeting Type: ANNUAL
Record Date: JUN 03, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1 TO RECEIVE THE COMPANY'S ACCOUNTS, THE FOR ABSTAIN Management
STRATEGIC REPORT AND REPORTS OF THE
DIRECTORS AND THE AUDITOR FOR THE YEAR
ENDED 31 MARCH 2014
2 TO RE-ELECT GERARD KLEISTERLEE AS A FOR ABSTAIN Management
DIRECTOR
3 TO RE-ELECT VITTORIO COLAO AS A FOR ABSTAIN Management
DIRECTOR
4 TO ELECT NICK READ AS A DIRECTOR FOR ABSTAIN Management
5 TO RE-ELECT STEPHEN PUSEY AS A DIRECTOR FOR ABSTAIN Management
6 TO ELECT SIR CRISPIN DAVIS AS A FOR ABSTAIN Management
DIRECTOR
7 TO ELECT DAME CLARA FURSE AS A FOR ABSTAIN Management
DIRECTOR, WITH EFFECT FROM 1 SEPTEMBER
2014
8 TO ELECT VALERIE GOODING AS A DIRECTOR FOR ABSTAIN Management
9 TO RE-ELECT RENEE JAMES AS A DIRECTOR3 FOR ABSTAIN Management
10 TO RE-ELECT SAMUEL JONAH AS A DIRECTOR FOR ABSTAIN Management
11 TO RE-ELECT OMID KORDESTANI AS A FOR ABSTAIN Management
DIRECTOR
12 TO RE-ELECT NICK LAND AS A DIRECTOR FOR ABSTAIN Management
13 TO RE-ELECT LUC VANDEVELDE AS A FOR ABSTAIN Management
DIRECTOR
14 TO RE-ELECT PHILIP YEA AS A DIRECTOR FOR ABSTAIN Management
15 TO DECLARE A FINAL DIVIDEND OF 7.47 FOR ABSTAIN Management
PENCE PER ORDINARY SHARE FOR THE YEAR
ENDED 31 MARCH 2014
16 TO APPROVE THE DIRECTORS' REMUNERATION FOR ABSTAIN Management
POLICY FOR THE YEAR ENDED 31 MARCH 2014
17 TO APPROVE THE REMUNERATION REPORT OF FOR ABSTAIN Management
THE BOARD FOR THE YEAR ENDED 31 MARCH
2014
18 TO APPROVE THE VODAFONE GLOBAL FOR ABSTAIN Management
INCENTIVE PLAN RULES
19 TO CONFIRM PWC'S APPOINTMENT AS AUDITOR FOR ABSTAIN Management
20 TO AUTHORISE THE AUDIT AND RISK FOR ABSTAIN Management
COMMITTEE TO DETERMINE THE
REMUNERATION OF THE AUDITOR
21 TO AUTHORISE THE DIRECTORS TO ALLOT FOR ABSTAIN Management
SHARES.
S22 TO AUTHORISE THE DIRECTORS TO FOR ABSTAIN Management
DIS-APPLY PRE-EMPTION RIGHTS
S23 TO AUTHORISE THE COMPANY TO PURCHASE FOR ABSTAIN Management
ITS OWN SHARES
24 TO AUTHORISE POLITICAL DONATIONS AND FOR ABSTAIN Management
EXPENDITURE
S25 TO AUTHORISE THE COMPANY TO CALL FOR ABSTAIN Management
GENERAL MEETINGS (OTHER THAN AGMS) ON
14 CLEAR DAYS' NOTICE
========== 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 Yield Defined Opportunity Fund Inc. |
| | |
| By: | | /s/ Jane E. Trust Jane E. Trust Chairman, President and Chief Executive Officer |
