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: 811-23346
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: 07/01/2019 – 06/30/2020
Item 1 – Proxy Voting Record – Attached hereto.
******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-23346
Reporting Period: 07/01/2019 - 06/30/2020
BlackRock Variable Series Funds II, Inc.
======================== BlackRock High Yield V.I. Fund ========================
ALLY FINANCIAL INC.
Ticker: ALLY Security ID: 02005N100
Meeting Date: APR 28, 2020 Meeting Type: Annual
Record Date: MAR 04, 2020
# 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 For For Management
Auditors
--------------------------------------------------------------------------------
BAUSCH HEALTH COMPANIES INC.
Ticker: BHC Security ID: 071734107
Meeting Date: APR 28, 2020 Meeting Type: Annual
Record Date: MAR 02, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Richard U. De Schutter For For Management
1b Elect Director D. Robert Hale For For Management
1c Elect Director Argeris (Jerry) N. For For Management
Karabelas
1d Elect Director Sarah B. Kavanagh For For Management
1e Elect Director Joseph C. Papa For For Management
1f Elect Director John A. Paulson For For Management
1g Elect Director Robert N. Power For For Management
1h Elect Director Russel C. Robertson For For Management
1i Elect Director Thomas W. Ross, Sr. For For Management
1j Elect Director Andrew C. von Eschenbach For For Management
1k Elect Director Amy B. Wechsler For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Amend Omnibus Stock Plan For For Management
4 Approve PricewaterhouseCoopers LLP as For For Management
Auditors and Authorize Board to Fix
Their Remuneration
--------------------------------------------------------------------------------
CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
Ticker: CCO Security ID: 18453H106
Meeting Date: MAY 19, 2020 Meeting Type: Annual
Record Date: MAR 23, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John Dionne For For Management
1.2 Elect Director Andrew Hobson For For Management
1.3 Elect Director Joe Marchese For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Ernst & Young LLP as Auditors For For Management
--------------------------------------------------------------------------------
CONSTELLIUM SE
Ticker: CSTM Security ID: N22035104
Meeting Date: NOV 25, 2019 Meeting Type: Special
Record Date: OCT 28, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1 Open Meeting None None Management
2 Change of Corporate Seat from For For Management
Amsterdam to Paris
3 Amend Articles of Association For For Management
4 Confirm Board Composition Following For For Management
Transfer of Corporate Seat
5 Confirm Annual Fixed Fees to Directors For For Management
6 Appoint PricewaterhouseCoopers Audit For For Management
and RSM Paris as Auditors
7 Approve Issuance of Shares under 2013 For Against Management
Equity Incentive Plan
8 Approve Issuance of Shares or Other For For Management
Equity Securities with Preemptive
Rights up to 50 Percent of the Issued
Share Capital
9 Approve Issuance of Shares or Other For Against Management
Equity Securities without Preemptive
Rights up to 50 Percent of the Issued
Share Capital
10 Approve Issuance of Shares or Other For For Management
Equity Securities without Preemptive
Rights up to 10 Percent of the Issued
Share Capital
11 Grant Board Authority to Issue For Against Management
Additional Shares up to 15 Percent of
Issued Capital
12 Authorize Board to Issue Free Warrants For Against Management
with Preemptive Rights During a Public
Tender Offer
13 Authorize Capital Issuances for Use in For For Management
Employee Stock Purchase Plans
14 Authorize Filing of Required Documents For For Management
and Other Formalities
15 Allow Questions None None Management
16 Close Meeting None None Management
--------------------------------------------------------------------------------
CONSTELLIUM SE
Ticker: CSTM Security ID: F21107101
Meeting Date: JUN 29, 2020 Meeting Type: Annual/Special
Record Date: JUN 25, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1 Reelect Jean-Marc Germain as Director For For Management
2 Reelect Peter Hartman as Director For For Management
3 Reelect Guy Maugis as Director For For Management
4 Approve Financial Statements and For For Management
Statutory Reports
5 Approve Consolidated Financial For For Management
Statements and Statutory Reports
6 Approve Discharge of Directors and For For Management
Auditors
7 Approve Allocation of Income and For For Management
Absence of Dividends
8 Authorize Board to Issue Free Warrants For Against Management
with Preemptive Rights During a Public
Tender Offer
9 Authorize Capital Issuances for Use in For For Management
Employee Stock Purchase Plans
10 Authorize Filing of Required For For Management
Documents/Other Formalities
--------------------------------------------------------------------------------
ELEMENT SOLUTIONS INC
Ticker: ESI Security ID: 28618M106
Meeting Date: JUN 16, 2020 Meeting Type: Annual
Record Date: APR 20, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Martin Ellis 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
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
--------------------------------------------------------------------------------
GAMING AND LEISURE PROPERTIES, INC.
Ticker: GLPI Security ID: 36467J108
Meeting Date: JUN 11, 2020 Meeting Type: Annual
Record Date: APR 06, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Peter M. Carlino For For Management
1.2 Elect Director Carol ("Lili") Lynton For For Management
1.3 Elect Director Joseph W. Marshall, III For For 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 For Management
2 Amend Omnibus Stock Plan For For Management
3 Ratify Deloitte & Touche LLP as For For Management
Auditors
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
======================= BlackRock Total Return V.I. Fund =======================
NBCUNIVERSAL ENTERPRISE, INC.
Ticker: Security ID: 63946CAE8
Meeting Date: MAY 21, 2020 Meeting Type: Annual
Record Date: APR 03, 2020
# 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 27, 2020 | |