UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMN-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number:811-23346
Name of Fund: BlackRock Variable Series Funds II, Inc.
BlackRock High Yield V.I. Fund
BlackRock Total Return V.I. Fund
BlackRock U.S. Government Bond V.I. Fund
Fund Address: 100 Bellevue Parkway, Wilmington, DE 19809
Name and address of agent for service: John Perlowski, Chief Executive Officer, BlackRock Variable Series Funds II, Inc., 55 East 52nd Street, New York City, NY 10055.
Registrant’s telephone number, including area code: (800)441-7762
Date of fiscal year end: 12/31
Date of reporting period: 07/01/2018 – 06/30/2019
Item 1 – Proxy Voting Record – Attached hereto.
******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-23346
Reporting Period: 07/01/2018 - 06/30/2019
BlackRock Variable Series Funds II, Inc.
======================== BlackRock High Yield V.I. Fund ========================
ALLY FINANCIAL, INC.
Ticker: ALLY Security ID: 02005N100
Meeting Date: MAY 07, 2019 Meeting Type: Annual
Record Date: MAR 12, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Franklin W. Hobbs For For Management
1.2 Elect Director Kenneth J. Bacon For For Management
1.3 Elect Director Katryn "Trynka" For For Management
Shineman Blake
1.4 Elect Director Maureen A. For For Management
Breakiron-Evans
1.5 Elect Director William H. Cary For For Management
1.6 Elect Director Mayree C. Clark For For Management
1.7 Elect Director Kim S. Fennebresque For For Management
1.8 Elect Director Marjorie Magner For For Management
1.9 Elect Director Brian H. Sharples For For Management
1.10 Elect Director John J. Stack For For Management
1.11 Elect Director Michael F. Steib For For Management
1.12 Elect Director Jeffrey J. Brown For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Deloitte & Touche LLP as Auditor For For Management
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ALTICE USA, INC.
Ticker: ATUS Security ID: 02156K103
Meeting Date: APR 30, 2019 Meeting Type: Annual
Record Date: MAR 07, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Patrick Drahi For For Management
1b Elect Director Dexter Goei For For Management
1c Elect Director Dennis Okhuijsen For For Management
1d Elect Director Raymond Svider For For Management
1e Elect Director Mark Mullen For For Management
1f Elect Director Manon Brouillette For For Management
1g Elect Director Charles Stewart For For Management
1h Elect Director Gerrit Jan Bakker For For Management
1i Elect Director David Drahi 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 Advisory Vote on Say on Pay Frequency Three Three Years Management
Years
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CONSTELLIUM NV
Ticker: CSTM Security ID: N22035104
Meeting Date: JUN 27, 2019 Meeting Type: Annual
Record Date: MAY 30, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1 Open Meeting None None Management
2 Change Company Form to Societas For For Management
Europaea
3 Amend Articles of Association For For Management
4 Discuss Annual Report 2018 None None Management
5 Discussion on Company's Corporate None None Management
Governance Structure
6a Discuss Remuneration Report None None Management
6b Approve Remuneration of Non-Executive For For Management
Directors
7 Adopt Annual Accounts 2018 For For Management
8 Discuss Allocation of Income None None Management
9 Approve Discharge of Executive For For Management
Directors
10 Approve Discharge of Non-Executive For For Management
Directors
11 Authorize Repurchase of Up to 10 For For Management
Percent of Issued Share Capital
12 Grant Board Authority to Issue Shares For For Management
Up to 10 Percent of Issued Capital
Plus Additional 10 Percent in Case of
Merger or Acquisition
13 Authorize Board to Exclude Preemptive For For Management
Rights from Share Issuances
14a Reelect Michiel Brandjes as For For Management
Non-Executive Director
14b Reelect Martha Brooks as Non-Executive For For Management
Director
14c Reelect Richard B. Evans as For For Management
Non-Executive Director
14d Reelect Stephanie Frachet as For For Management
Non-Executive Director
14e Reelect Philippe C.A. Guillemot as For For Management
Non-Executive Director
14f Reelect Peter Hartman as Non-Executive For For Management
Director
14g Reelect Guy Maugis as Non-Executive For For Management
Director
14h Reelect John Ormerod as Non-Executive For For Management
Director
14i Reelect Werner Paschke as For For Management
Non-Executive Director
14j Reelect Lori Walker as Non-Executive For For Management
Director
15 Ratify PricewaterhouseCoopers as For For Management
Auditors
16 Allow Questions None None Management
17 Close Meeting None None Management
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CROWN HOLDINGS, INC.
Ticker: CCK Security ID: 228368106
Meeting Date: APR 25, 2019 Meeting Type: Annual
Record Date: MAR 05, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John W. Conway For For Management
1.2 Elect Director Timothy J. Donahue For For Management
1.3 Elect Director Andrea J. Funk For For Management
1.4 Elect Director Rose Lee For For Management
1.5 Elect Director William G. Little For For Management
1.6 Elect Director Hans J. Loliger For For Management
1.7 Elect Director James H. Miller For For Management
1.8 Elect Director Josef M. Muller For For Management
1.9 Elect Director Caesar F. Sweitzer For For Management
1.10 Elect Director Jim L. Turner For For Management
1.11 Elect Director William S. Urkiel 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 Require Independent Board Chairman Against Against Shareholder
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ELEMENT SOLUTIONS INC
Ticker: ESI Security ID: 28618M106
Meeting Date: JUN 05, 2019 Meeting Type: Annual
Record Date: APR 10, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Martin E. Franklin For For Management
1b Elect Director Benjamin Gliklich For For Management
1c Elect Director Scot R. Benson For For Management
1d Elect Director Ian G.H. Ashken For For Management
1e Elect Director Christopher T. Fraser For For Management
1f Elect Director Michael F. Goss For For Management
1g Elect Director Nichelle Maynard-Elliott For For Management
1h Elect Director E. Stanley O'Neal For For Management
1i Elect Director Rakesh Sachdev For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
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GAMING AND LEISURE PROPERTIES, INC.
Ticker: GLPI Security ID: 36467J108
Meeting Date: JUN 13, 2019 Meeting Type: Annual
Record Date: APR 05, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Peter M. Carlino For For Management
1.2 Elect Director David A. Handler - None None Management
Withdrawn
1.3 Elect Director Joseph W. Marshall, III For Against Management
1.4 Elect Director James B. Perry For For Management
1.5 Elect Director Barry F. Schwartz For For Management
1.6 Elect Director Earl C. Shanks For For Management
1.7 Elect Director E. Scott Urdang For Against Management
2 Ratify Deloitte & Touche LLP as Auditor For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Adopt a Policy on Board Diversity None Against Shareholder
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THE STARS GROUP INC.
Ticker: TSGI Security ID: 85570W100
Meeting Date: MAY 15, 2019 Meeting Type: Annual
Record Date: MAR 25, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Divyesh (Dave) Gadhia For For Management
1.2 Elect Director Rafael (Rafi) Ashkenazi For For Management
1.3 Elect Director Harlan Goodson For For Management
1.4 Elect Director Alfred F. Hurley, Jr. For For Management
1.5 Elect Director David Lazzarato For For Management
1.6 Elect Director Mary Turner For For Management
1.7 Elect Director Eugene Roman For For Management
2 Approve Deloitte LLP Auditors and For For Management
Authorize Board to Fix Their
Remuneration
======================= BlackRock Total Return V.I. Fund =======================
NBCUNIVERSAL ENTERPRISE, INC.
Ticker: Security ID: 63946CAE8
Meeting Date: MAY 23, 2019 Meeting Type: Annual
Record Date: APR 05, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Bernard C. Watson For For Management
=================== BlackRock U.S. Government Bond V.I. Fund ===================
There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.
========== END NPX REPORTPursuant 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.
BlackRock Variable Series Funds II, Inc.
| By: | /s/ John Perlowski | |
| John Perlowski | ||
| Chief Executive Officer of | ||
| BlackRock Variable Series Funds II, Inc. | ||
| Date: | August 29, 2019 | |