UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF
REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number: 811-04007
Legg Mason Partners Trust II
(Exact name of registrant as specified in charter)
55 WATER STREET, NEW YORK, NEW YORK 10041
(Address of principal executive offices) (Zip code)
Robert I. Frenkel, Esq.
300 First Stamford Place
Stamford, Connecticut 06902
(Name and address of agent for service)
Registrant’s telephone number, including area code: 203-703-7046
Date of fiscal year end: Multiple fiscal year ends
Date of reporting period: July 1, 2007–June 30, 2008
Item 1. Proxy Voting Record
A report may indicate that the Adviser or Subadviser, as the case may be, “did not vote” on a particular proposal. No vote was entered for a proposal where (a) certain restrictions or pre-conditions on voting may, if followed, have adversely affected investment management of the fund’s portfolio holdings, such as “share blocking rules” that prohibit sales during the shareholder solicitation and voting process, (b) potential material conflicts of interest arising from proxy proposals were identified by the Proxy Voting Committee, (c) administrative or operational constraints impeded the ability to cast a timely vote, such as late receipt of proxy voting information, and/or (d) systems or processing errors occurred (including errors by third party vendors).
Legg Mason Partners Capital Preservation Fund 11 liquidated on November 9, 2007.
This filing is the final N-PX for this Registrant.
<PRE>
******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-04007
Reporting Period: 07/01/2007 - 06/30/2008
Legg Mason Partners Trust II
=============== LEGG MASON PARTNERS CAPITAL PRESERVATION FUND II ===============
CISCO SYSTEMS, INC.
Ticker: CSCO Security ID: 17275R102
Meeting Date: NOV 15, 2007 Meeting Type: Annual
Record Date: SEP 17, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Carol A. Bartz For For Management
2 Elect Director M. Michele Burns For For Management
3 Elect Director Michael D. Capellas For For Management
4 Elect Director Larry R. Carter For For Management
5 Elect Director John T. Chambers For For Management
6 Elect Director Brian L. Halla For For Management
7 Elect Director Dr. John L. Hennessy For For Management
8 Elect Director Richard M. Kovacevich For For Management
9 Elect Director Roderick C. McGeary For For Management
10 Elect Director Michael K. Powell For For Management
11 Elect Director Steven M. West For For Management
12 Elect Director Jerry Yang For For Management
13 Amend Omnibus Stock Plan For For Management
14 Approve Executive Incentive Bonus Plan For For Management
15 Ratify Auditors For For Management
16 Amend Bylaws to Establish a Board Against Against Shareholder
Committee on Human Rights
17 Pay For Superior Performance Against Against Shareholder
18 Advisory Vote to Ratify Named Executive Against For Shareholder
Officers' Compensation
19 Report on Internet Fragmentation Against Against Shareholder
- --------------------------------------------------------------------------------
GLOBALSANTAFE CORPORATION (FORMERLY SANTA FE INTERNATIONAL CORP)
Ticker: GSF Security ID: G3930E101
Meeting Date: NOV 9, 2007 Meeting Type: Court
Record Date: OCT 1, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1 APPROVAL OF THE SCHEME OF ARRANGEMENT, For For Management
ATTACHED TO THE ACCOMPANYING JOINT PROXY
STATEMENT AS ANNEX H. TO BE VOTED ON AT
THE FIRST PART OF THE SHAREHOLDERS
MEETING, WHICH PART IS CONVENED PURSUANT
TO THE ORDER OF THE GRAND COURT OF THE
CAYMAN ISLANDS.
2 APPROVAL OF THE SCHEME OF ARRANGEMENT, For For Management
ATTACHED TO THE ACCOMPANYING JOINT PROXY
STATEMENT AS ANNEX H. TO BE VOTED ON AT
THE SECOND PART OF THE SHAREHOLDERS
MEETING, WHICH PART IS CONVENED IN
ACCORDANCE WITH THE ARTICLES OF
ASSOCIATION.
- --------------------------------------------------------------------------------
MICROSOFT CORP.
Ticker: MSFT Security ID: 594918104
Meeting Date: NOV 13, 2007 Meeting Type: Annual
Record Date: SEP 7, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director William H. Gates, III For For Management
2 Elect Director Steven A. Ballmer For For Management
3 Elect Director James I. Cash, Jr. For For Management
4 Elect Director Dina Dublon For For Management
5 Elect Director Raymond V. Gilmartin For For Management
6 Elect Director Reed Hastings For For Management
7 Elect Director David F. Marquardt For For Management
8 Elect Director Charles H. Noski For For Management
9 Elect Director Helmut Panke For For Management
10 Elect Director Jon A. Shirley For For Management
11 Ratify Auditors For For Management
12 Adopt Policies to Protect Freedom of Against Against Shareholder
Access to the Internet
13 Amend Bylaws to Establish a Board Against Against Shareholder
Committee on Human Rights
- --------------------------------------------------------------------------------
NEWS CORPORATION
Ticker: NWS Security ID: 65248E203
Meeting Date: OCT 19, 2007 Meeting Type: Annual
Record Date: AUG 28, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director K. Rupert Murdoch For For Management
1.2 Elect Director Peter L. Barnes For For Management
1.3 Elect Director Kenneth E. Cowley For For Management
1.4 Elect Director David F. DeVoe For For Management
1.5 Elect Director Viet Dinh For For Management
2 Ratify Auditors For For Management
3 Declassify the Board of Directors Against For Shareholder
4 Company Specific-Governance Related- Against For Shareholder
Eliminate Company's Dual Class Capital
Structure
- --------------------------------------------------------------------------------
NUVEEN INVESTMENTS, INC.
Ticker: JNC Security ID: 67090F106
Meeting Date: SEP 18, 2007 Meeting Type: Special
Record Date: AUG 13, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Adjourn Meeting For For Management
- --------------------------------------------------------------------------------
SMITHFIELD FOODS, INC.
Ticker: SFD Security ID: 832248108
Meeting Date: AUG 29, 2007 Meeting Type: Annual
Record Date: JUL 11, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Paul J. Fribourg For For Management
1.2 Elect Director Ray A. Goldberg For For Management
1.3 Elect Director John T. Schwieters For For Management
1.4 Elect Director Melvin O. Wright For For Management
1.5 Elect Director Paul S. Trible, Jr. For For Management
2 Ratify Auditors For For Management
3 Approve Merger And Purchase Agreement Against Against Shareholder
- --------------------------------------------------------------------------------
VERISIGN, INC.
Ticker: VRSN Security ID: 92343E102
Meeting Date: AUG 30, 2007 Meeting Type: Annual
Record Date: JUL 13, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director D. James Bidzos For For Management
1.2 Elect Director William L. Chenevich For For Management
1.3 Elect Director Louis A. Simpson For For Management
2 Declassify the Board of Directors For For Management
3 Approve Qualified Employee Stock Purchase For For Management
Plan
4 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
VODAFONE GROUP PLC
Ticker: VOD Security ID: 92857W209
Meeting Date: JUL 24, 2007 Meeting Type: Annual
Record Date: JUN 13, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1 TO RECEIVE THE REPORT OF THE DIRECTORS For For Management
AND FINANCIAL STATEMENTS FOR THE YEAR
ENDED 31 MARCH 2007.
2 TO RE-ELECT SIR JOHN BOND AS A DIRECTOR For For Management
(MEMBER OF THE NOMINATIONS AND GOVERNANCE
COMMITTEE)
3 TO RE-ELECT ARUN SARIN AS A DIRECTOR For For Management
(MEMBER OF THE NOMINATIONS AND GOVERNANCE
COMMITTEE)
4 TO RE-ELECT DR MICHAEL BOSKIN AS A For For Management
DIRECTOR (MEMBER OF THE AUDIT COMMITTEE)
(MEMBER OF THE REMUNERATION COMMITTEE)
5 TO RE-ELECT JOHN BUCHANAN AS A DIRECTOR For For Management
(MEMBER OF THE AUDIT COMMITTEE) (MEMBER
OF THE NOMINATIONS AND GOVERNANCE
COMMITTEE)
6 TO RE-ELECT ANDY HALFORD AS A DIRECTOR For For Management
7 TO RE-ELECT ANNE LAUVERGEON AS A DIRECTOR For For Management
(MEMBER OF THE AUDIT COMMITTEE)
8 TO RE-ELECT PROFESSOR JURGEN SCHREMPP AS For For Management
A DIRECTOR (MEMBER OF THE NOMINATIONS AND
GOVERNANCE COMMITTEE) (MEMBER OF THE
REMUNERATION COMMITTEE)
9 TO RE-ELECT LUC VANDEVELDE AS A DIRECTOR For For Management
(MEMBER OF THE NOMINATIONS AND GOVERNANCE
COMMITTEE) (MEMBER OF THE REMUNERATION
COMMITTEE)
10 TO RE-ELECT ANTHONY WATSON AS A DIRECTOR For For Management
(MEMBER OF THE REMUNERATION COMMITTEE)
11 TO RE-ELECT PHILIP YEA AS A DIRECTOR For For Management
(MEMBER OF THE REMUNERATION COMMITTEE)
12 TO ELECT VITTORIO COLAO AS A DIRECTOR For For Management
13 TO ELECT ALAN JEBSON AS A DIRECTOR For For Management
14 TO ELECT NICK LAND AS A DIRECTOR For For Management
15 TO ELECT SIMON MURRAY AS A DIRECTOR For For Management
16 TO APPROVE A FINAL DIVIDEND OF 4.41P PER For For Management
ORDINARY SHARE
17 TO APPROVE THE REMUNERATION REPORT For For Management
18 Ratify Auditors For For Management
19 TO AUTHORISE THE AUDIT COMMITTEE TO For For Management
DETERMINE THE REMUNERATION OF THE
AUDITORS
20 TO RENEW THE AUTHORITY TO ALLOT SHARES For For Management
UNDER ARTICLE 16.2 OF THE COMPANY S
ARTICLES OF ASSOCIATION
21 TO RENEW THE AUTHORITY TO DIS-APPLY For For Management
PRE-EMPTION RIGHTS UNDER ARTICLE 16.3 OF
THE COMPANY S ARTICLES OF ASSOCIATION
(SPECIAL RESOLUTION)
22 TO AUTHORISE THE COMPANY S PURCHASE OF For For Management
ITS OWN SHARES (SECTION 166, COMPANIES
ACT 1985) (SPECIAL RESOLUTION)
23 TO AUTHORISE THE COMPANY TO SEND OR For For Management
SUPPLY DOCUMENTS OR INFORMATION TO
SHAREHOLDERS IN ELECTRONIC FORM OR BY
MEANS OF A WEBSITE (SPECIAL RESOLUTION)
24 TO ADOPT NEW ARTICLES OF ASSOCIATION For For Management
(SPECIAL RESOLUTION)
25 TO AMEND ARTICLE 114.1 OF THE COMPANY S Against Against Management
ARTICLES OF ASSOCIATION (SPECIAL
RESOLUTION)
26 TO SEPARATE OUT THE COMPANY S 45% Against Against Management
INTEREST IN VERIZON WIRELESS FROM ITS
OTHER ASSETS BY TRACKING SHARES OR SPIN
OFF
27 TO ISSUE COMPANY BONDS DIRECTLY TO Against Against Management
SHAREHOLDERS, INCREASING THE GROUP S
INDEBTEDNESS
28 TO AMEND THE COMPANY S ARTICLES OF Against Against Management
ASSOCIATION TO LIMIT THE COMPANY S
ABILITY TO MAKE ACQUISITIONS WITHOUT
APPROVAL BY SPECIAL RESOLUTION (SPECIAL
RESOLUTION)
========== END NPX REPORT
</PRE>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.
Legg Mason Partners Trust II
By:
/s/ R. Jay Gerken
R. Jay Gerken
Chairman of the Board, President and Chief Executive Officer
Date: August 26, 2008