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 (liquidated on 04/28/23)
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., 50 Hudson Yards, New York, NY 10001.
Registrant’s telephone number, including area code: (800) 441-7762
Date of fiscal year end: 12/31
Date of reporting period: 07/01/2022 – 06/30/2023
Item 1 – Proxy Voting Record – Attached hereto.
******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-23346
Reporting Period: 07/01/2022 - 06/30/2023
BlackRock Variable Series Funds II, Inc.
======================== BlackRock High Yield V.I. Fund ========================
ALLY FINANCIAL INC.
Ticker: ALLY Security ID: 02005N100
Meeting Date: MAY 03, 2023 Meeting Type: Annual
Record Date: MAR 07, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Franklin W. Hobbs For For Management
1b Elect Director Kenneth J. Bacon For For Management
1c Elect Director William H. Cary For For Management
1d Elect Director Mayree C. Clark For For Management
1e Elect Director Kim S. Fennebresque For For Management
1f Elect Director Melissa Goldman For For Management
1g Elect Director Marjorie Magner For For Management
1h Elect Director David Reilly For For Management
1i Elect Director Brian H. Sharples For For Management
1j Elect Director Michael F. Steib For For Management
1k 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
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BLOCK, INC.
Ticker: SQ Security ID: 852234103
Meeting Date: JUN 13, 2023 Meeting Type: Annual
Record Date: APR 20, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Roelof Botha For Withhold Management
1.2 Elect Director Amy Brooks For For Management
1.3 Elect Director Shawn Carter For For Management
1.4 Elect Director James McKelvey 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
4 Report on Effectiveness of Diversity, Against Against Shareholder
Equity, and Inclusion Efforts
--------------------------------------------------------------------------------
CONSTELLIUM SE
Ticker: CSTM Security ID: F21107101
Meeting Date: JUN 08, 2023 Meeting Type: Annual/Special
Record Date: JUN 06, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1 Reelect Jean-Marc Germain as Director For For Management
2 Reelect Michiel Brandjes as Director For For Management
3 Reelect John Ormerod 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, CEO For For Management
and Auditors
7 Approve Allocation of Income and For For Management
Absence of Dividends
8 Authorize Issuance of Equity or For For Management
Equity-Linked Securities with
Preemptive Rights up to Aggregate
Nominal Amount of EUR 1,468,198.84
9 Authorize Issuance of Equity or For For Management
Equity-Linked Securities without
Preemptive Rights up to Aggregate
Nominal Amount of EUR 1,468,198.84
10 Approve Issuance of Equity or For For Management
Equity-Linked Securities for Private
Placements, up to Aggregate Nominal
Amount of EUR 587,279.54
11 Authorize Board to Increase Capital in For For Management
the Event of Additional Demand Related
to Delegation Submitted to Shareholder
Vote Under Items 8-10
12 Authorize Capital Issuances for Use in For For Management
Employee Stock Purchase Plans
13 Authorize Filing of Required For For Management
Documents/Other Formalities
--------------------------------------------------------------------------------
ELEMENT SOLUTIONS INC
Ticker: ESI Security ID: 28618M106
Meeting Date: JUN 06, 2023 Meeting Type: Annual
Record Date: APR 10, 2023
# 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 Ian G.H. Ashken For For Management
1d Elect Director Elyse Napoli Filon For For Management
1e Elect Director Christopher T. Fraser For Against 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 Against Management
Executive Officers' Compensation
3 Approve Qualified Employee Stock For For Management
Purchase Plan
4 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
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INFORMATICA INC.
Ticker: INFA Security ID: 45674M101
Meeting Date: JUN 13, 2023 Meeting Type: Annual
Record Date: APR 18, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Janice Chaffin For For Management
1.2 Elect Director Gerald Held For For Management
1.3 Elect Director Ryan Lanpher For For Management
1.4 Elect Director Austin Locke For Withhold Management
2 Ratify Ernst & Young LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
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THE AZEK COMPANY INC.
Ticker: AZEK Security ID: 05478C105
Meeting Date: FEB 28, 2023 Meeting Type: Annual
Record Date: JAN 05, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Gary Hendrickson For For Management
1.2 Elect Director Howard Heckes For For Management
1.3 Elect Director Bennett Rosenthal For For Management
1.4 Elect Director Jesse Singh For For Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Amend Certificate of Incorporation to For For Management
Limit the Liability of Certain Officers
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TWILIO INC.
Ticker: TWLO Security ID: 90138F102
Meeting Date: JUN 13, 2023 Meeting Type: Annual
Record Date: APR 17, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Charles Bell For For Management
1.2 Elect Director Jeffrey Immelt For Withhold Management
1.3 Elect Director Erika Rottenberg For For Management
2 Ratify KPMG LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
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UBER TECHNOLOGIES, INC.
Ticker: UBER Security ID: 90353T100
Meeting Date: MAY 08, 2023 Meeting Type: Annual
Record Date: MAR 13, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Ronald Sugar For For Management
1b Elect Director Revathi Advaithi For For Management
1c Elect Director Ursula Burns For For Management
1d Elect Director Robert Eckert For For Management
1e Elect Director Amanda Ginsberg For For Management
1f Elect Director Dara Khosrowshahi For For Management
1g Elect Director Wan Ling Martello For For Management
1h Elect Director John Thain For For Management
1i Elect Director David I. Trujillo For For Management
1j Elect Director Alexander Wynaendts For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
4 Commission a Third-Party Audit on Against Against Shareholder
Driver Health and Safety
======================= BlackRock Total Return 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.
=================== 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 25, 2023 | |