 |
| High Yield Fund | 07/01/2015 to 06/30/2016 |
| ICA File Number: 811-04119 |
| Registrant Name: T. Rowe Price High Yield Fund, Inc. |
| Reporting Period: 07/01/2015 - 06/30/2016 |
| FORM N-PX |
| ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT |
| INVESTMENT COMPANY |
| Investment Company Act file number 811-4119 |
| T. Rowe Price High Yield Fund, Inc. |
| (Exact name of registrant as specified in charter) |
| 100 East Pratt Street Baltimore, Maryland 21202 |
| (Address of principal executive offices) |
| Ryan Nolan |
| 100 East Pratt Street |
| Baltimore, Maryland 21202 |
| (Name and address of agent for service) |
| Registrant’s telephone number, including area code: (410) 345-2000 |
| Date of fiscal year end: 5/31 |
| Date of reporting period: 07/01/2015 to 06/30/2016 |
| 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. |
| (Registrant) T. Rowe Price High Yield Fund, Inc. |
| By (Signature and Title) /s/ Edward C. Bernard |
| Edward C. Bernard, Chairman of the Board - T. Rowe Price Funds |
| Date August 31, 2016 |
=============================== High Yield Fund ================================
AGILE PROPERTY HLDGS LTD 8.375% NOTES DUE FEBRUARY 18, 2019
Ticker: N/A Security ID: BJVD3W3
Meeting Date: OCT 27, 2015 Meeting Type: Consent
Record Date: OCT 27, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1 Consent N/A Yes Management
--------------------------------------------------------------------------------
ALTICE NV
Ticker: ATC Security ID: N0R25F103
Meeting Date: JUN 28, 2016 Meeting Type: Annual
Record Date: MAY 31, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1 Open Meeting None None Management
2.a Receive Report of Management Board None None Management
(Non-Voting)
2.b Receive Explanation on Company's None None Management
Reserves and Dividend Policy
2.c Discuss Remuneration Policy for None None Management
Management Board Members
3 Adopt Annual Accounts for Financial For For Management
Year 2015
4 Approve Discharge of Executive Board For For Management
Members
5 Approve Discharge of Non-Executive For For Management
Board Members
6 Elect Michel Combes as Executive For For Management
Director
7.a Approve Executive Annual Cash Bonus For Against Management
Plan
7.b Amend Stock Option Plan For Against Management
7.c Adopt New Long Term Incentive Plan For Against Management
7.d Amend Remuneration Policy For Against Management
7.e Amend Remuneration of Patrick Drahi For Against Management
7.f Amend Remuneration of Dexter Goei For Against Management
7.g Amend Remuneration of Dennis Okhuijsen For For Management
7.h Adopt the Remuneration of Michel Combes For Against Management
8 Authorize Repurchase of Up to 10 For For Management
Percent of Issued Share Capital
9 Approve Cancellation of any common For For Management
shares A and common shares B
10 Amend Article 32.2 Re: Cancellation of For For Management
Common Shares
11 Close Meeting None None Management
--------------------------------------------------------------------------------
ALTICE NV
Ticker: ATC Security ID: N0R25F111
Meeting Date: JUN 28, 2016 Meeting Type: Annual
Record Date: MAY 31, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1 Open Meeting None None Management
2.a Receive Report of Management Board None None Management
(Non-Voting)
2.b Receive Explanation on Company's None None Management
Reserves and Dividend Policy
2.c Discuss Remuneration Policy for None None Management
Management Board Members
3 Adopt Annual Accounts for Financial For For Management
Year 2015
4 Approve Discharge of Executive Board For For Management
Members
5 Approve Discharge of Non-Executive For For Management
Board Members
6 Elect Michel Combes as Executive For For Management
Director
7.a Approve Executive Annual Cash Bonus For Against Management
Plan
7.b Amend Stock Option Plan For Against Management
7.c Adopt New Long Term Incentive Plan For Against Management
7.d Amend Remuneration Policy For Against Management
7.e Amend Remuneration of Patrick Drahi For Against Management
7.f Amend Remuneration of Dexter Goei For Against Management
7.g Amend Remuneration of Dennis Okhuijsen For For Management
7.h Adopt the Remuneration of Michel Combes For Against Management
8 Authorize Repurchase of Up to 10 For For Management
Percent of Issued Share Capital
9 Approve Cancellation of any common For For Management
shares A and common shares B
10 Amend Article 32.2 Re: Cancellation of For For Management
Common Shares
11 Close Meeting None None Management
--------------------------------------------------------------------------------
ALTICE S.A.
Ticker: ATC Security ID: L0179Z104
Meeting Date: AUG 06, 2015 Meeting Type: Special
Record Date: JUL 23, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1 Presentation of the Cross-Border None None Management
Merger Re: Reincorporation to the
Netherlands
2 Receive Special Director Report Re: None None Management
Reincorporation to the Netherlands
3 Receive Special Auditor Report Re: None None Management
Reincorporation to the Netherlands
4 Confirmation that all Documents Were None None Management
Deposited
5 Receive Information on Changes of the None None Management
Assets and Liabilities Since
Cross-Border Merger Proposal
6 Approve Cross-Border Merger Re: For Against Management
Reincorporation to the Netherlands
7 Authorize Board to Ratify and Execute For Against Management
Approved Resolutions
--------------------------------------------------------------------------------
ALTICE S.A.
Ticker: ATC Security ID: L0179Z104
Meeting Date: AUG 06, 2015 Meeting Type: Special
Record Date: JUL 23, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1 Presentation of Transfer Proposal Re: None None Management
Change Country of Incorporation to the
Netherlands
2 Receive Special Board Report Re: None None Management
Change Country of Incorporation to the
Netherlands
3 Receive Special Auditor Report Re: None None Management
Change Country of Incorporation to the
Netherlands
4 Confirmation That All Document Were None None Management
Deposited
5 Updates from the Board on Changes of None None Management
the Assets and Liabilities Since the
Transfer Proposal
6 Approve Transfer Proposal Re: Change For Against Management
Country of Incorporation to the
Netherlands
7 Approve Cooptation and Appointment of For For Management
Jurgen van Breukelen
8 Authorize Board to Ratify and Execute For Against Management
Approved Resolutions
--------------------------------------------------------------------------------
CGG SA 6.875% NOTES DUE JANUARY 2022
Ticker: N/A Security ID: BSNMBY9
Meeting Date: NOV 24, 2015 Meeting Type: Exchange Offer
Record Date: NOV 24, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1 Exchange and Consent Offer with Early N/A Yes Management
Premium
--------------------------------------------------------------------------------
CGG SA VERITAS 6.50% NOTES DUE JUNE 2021
Ticker: N/A Security ID: B764RC5
Meeting Date: NOV 24, 2015 Meeting Type: Exchange Offer
Record Date: NOV 24, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1 Exchange and Consent Offer with Early N/A Take No Management
Premium Action
--------------------------------------------------------------------------------
CGG SA VERITAS 7.75% NOTES DUE MAY 15, 2017
Ticker: N/A Security ID: B1QHD24
Meeting Date: NOV 27, 2015 Meeting Type: Exchange Offer
Record Date: NOV 27, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1 Exchange and Consent Offer with Early N/A Yes Management
Premium
--------------------------------------------------------------------------------
CHESAPEAKE ENERGY 5.375% NOTES DUE 2021
Ticker: N/A Security ID: B9J8494
Meeting Date: DEC 08, 2015 Meeting Type: Exchange Offer
Record Date: DEC 08, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1 Exchange and Consent Offer with Early N/A Yes Management
Premium
--------------------------------------------------------------------------------
CHESAPEAKE ENERGY 5.75% NOTES DUE 2023
Ticker: N/A Security ID: B93V574
Meeting Date: DEC 08, 2015 Meeting Type: Exchange Offer
Record Date: DEC 08, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1 Exchange and Consent Offer with Early N/A Yes Management
Premium
--------------------------------------------------------------------------------
DENBURY RESOURCES 5.5% NOTES DUE MAY 1, 2022
Ticker: N/A Security ID: BLSYYG4
Meeting Date: JAN 15, 2016 Meeting Type: Exchange Offer
Record Date: JAN 15, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1 Exchange and Consent Offer with Early N/A Take No Management
Premium Action
--------------------------------------------------------------------------------
FIRST DATA CORPORATION
Ticker: FDC Security ID: 32008D106
Meeting Date: MAY 11, 2016 Meeting Type: Annual
Record Date: MAR 14, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Frank J. Bisignano For Withhold Management
1.2 Elect Director Henry R. Kravis For Withhold Management
1.3 Elect Director Heidi G. Miller For For Management
2 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
3 Advisory Vote on Say on Pay Frequency Three One Year Management
Years
4 Ratify Ernst & Young LLP as Auditors For For Management
--------------------------------------------------------------------------------
H&E EQUIPMENT SERVICES D08102012 7% 09012022
Ticker: N/A Security ID: B7ZKFZ3
Meeting Date: APR 26, 2016 Meeting Type: Consent
Record Date: APR 26, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1 Consent N/A Take No Management
Action
--------------------------------------------------------------------------------
IRON MOUNTAIN INCORPORATED
Ticker: IRM Security ID: 46284V101
Meeting Date: NOV 19, 2015 Meeting Type: Special
Record Date: OCT 05, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1 Issue Shares in Connection with For For Management
Acquisition
2 Adjourn Meeting For For Management
--------------------------------------------------------------------------------
IRON MOUNTAIN INCORPORATED
Ticker: IRM Security ID: 46284V101
Meeting Date: JUN 17, 2016 Meeting Type: Annual
Record Date: APR 20, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Jennifer Allerton For For Management
1b Elect Director Ted R. Antenucci For For Management
1c Elect Director Pamela M. Arway For For Management
1d Elect Director Clarke H. Bailey For For Management
1e Elect Director Neil Chatfield For For Management
1f Elect Director Kent P. Dauten For For Management
1g Elect Director Paul F. Deninger For For Management
1h Elect Director Per-Kristian Halvorsen For For Management
1i Elect Director William L. Meaney For For Management
1j Elect Director Wendy J. Murdock For For Management
1k Elect Director Walter C. Rakowich For For Management
1l Elect Director Alfred J. Verrecchia 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
--------------------------------------------------------------------------------
LANDS' END, INC.
Ticker: LE Security ID: 51509F105
Meeting Date: MAY 12, 2016 Meeting Type: Annual
Record Date: MAR 14, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert Galvin For For Management
1.2 Elect Director Elizabeth Darst Leykum For Withhold Management
1.3 Elect Director Josephine Linden For For Management
1.4 Elect Director Federica Marchionni For For Management
1.5 Elect Director John T. McClain For For Management
1.6 Elect Director Jignesh Patel For For Management
1.7 Elect Director Jonah Staw 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
--------------------------------------------------------------------------------
MARKWEST ENERGY 4.50% NOTES DUE JULY 15, 2023
Ticker: N/A Security ID: B8B0B34
Meeting Date: DEC 07, 2015 Meeting Type: Exchange Offer
Record Date: DEC 07, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1 Exchange and Consent Offer with Early N/A Yes Management
Premium
--------------------------------------------------------------------------------
NII HOLDINGS, INC.
Ticker: NIHD Security ID: 62913F508
Meeting Date: MAY 25, 2016 Meeting Type: Annual
Record Date: APR 01, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Steven M. Shindler For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Advisory Vote on Say on Pay Frequency One Year One Year Management
4 Ratify KPMG LLP as Auditors For For Management
--------------------------------------------------------------------------------
QUICKSILVER INC 10.00% NOTES DUE AUGUST 12, 2020
Ticker: N/A Security ID: BGDWPS7
Meeting Date: DEC 15, 2015 Meeting Type: Consent
Record Date: DEC 15, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect to complete the unsecured notes N/A Take No Management
eligibility certificate, in order to Action
be deemed eligible for the exit rights
offering. Holders must return pages
5-9 of unsecured notes eligibility
certificate.
--------------------------------------------------------------------------------
ROSETTA RESOURCES 5.875% NOTES DUE JUNE 1, 2022
Ticker: N/A Security ID: BGF77T5
Meeting Date: JUL 07, 2015 Meeting Type: Exchange Offer
Record Date: JUL 07, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1 Exchange with Early Consent Premium N/A Yes Management
--------------------------------------------------------------------------------
ROSETTA RESOURCES 5.875% NOTES DUE JUNE 1, 2022
Ticker: N/A Security ID: BMSSMF8
Meeting Date: JUL 07, 2015 Meeting Type: Exchange Offer
Record Date: JUL 07, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1 Exchange with Early Consent Premium N/A Yes Management
--------------------------------------------------------------------------------
SABLE INTL 144A 6.875% NOTES DUE AUGUST 1, 2022
Ticker: N/A Security ID: BYQ3WZ9
Meeting Date: NOV 18, 2015 Meeting Type: Consent
Record Date: NOV 18, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1 Consent to the proposed amendments and N/A Yes Management
waivers. Subject to proration.
--------------------------------------------------------------------------------
SWISSSPORT INVESTMENT REG S 6.75% NOTES DUE DECEMBER 15, 2021
Ticker: N/A Security ID: 9453155
Meeting Date: JAN 26, 2016 Meeting Type: Consent
Record Date: JAN 26, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1 We wish to vote in favour and receive N/A Yes Management
the consent fee
--------------------------------------------------------------------------------
T-MOBILE US, INC.
Ticker: TMUS Security ID: 872590104
Meeting Date: JUN 16, 2016 Meeting Type: Annual
Record Date: APR 19, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director W. Michael Barnes For For Management
1.2 Elect Director Thomas Dannenfeldt For Withhold Management
1.3 Elect Director Srikant M. Datar For For Management
1.4 Elect Director Lawrence H. Guffey For For Management
1.5 Elect Director Timotheus Hottges For For Management
1.6 Elect Director Bruno Jacobfeuerborn For For Management
1.7 Elect Director Raphael Kubler For Withhold Management
1.8 Elect Director Thorsten Langheim For Withhold Management
1.9 Elect Director John J. Legere For For Management
1.10 Elect Director Teresa A. Taylor For For Management
1.11 Elect Director Kelvin R. Westbrook For For Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
3 Proxy Access Against For Shareholder
4 Pro-rata Vesting of Equity Awards Against For Shareholder
5 Amend Clawback Policy Against Against Shareholder
--------------------------------------------------------------------------------
TEREX CORP, 6.5% NOTES DUE APRIL 1, 2020
Ticker: N/A Security ID: B7ZPQV1
Meeting Date: AUG 28, 2015 Meeting Type: Consent
Record Date: AUG 28, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1 Consent to the proposed amendments. N/A Yes Management
--------------------------------------------------------------------------------
TEREX CORP,6.00% NOTES DUE MAY 15, 2021
Ticker: N/A Security ID: B8N05Q3
Meeting Date: AUG 28, 2015 Meeting Type: Consent
Record Date: AUG 28, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1 Consent to the proposed amendments. N/A Yes Management
--------------------------------------------------------------------------------
TERRAFORM POWER 5.875% NOTES DUE FEBRUARY 1, 2023
Ticker: N/A Security ID: BVM7Q29
Meeting Date: JUN 27, 2016 Meeting Type: Consent
Record Date: JUN 27, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1 The holder consents to the proposed N/A Take No Management
waiver. Action
--------------------------------------------------------------------------------
TERRAFORM POWER 6.125% NOTES DUE JUNE 15, 2025
Ticker: N/A Security ID: BYNP203
Meeting Date: JUN 27, 2016 Meeting Type: Consent
Record Date: JUN 27, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1 The holder consents to the proposed N/A Take No Management
waiver. Action
--------------------------------------------------------------------------------
THE HOWARD HUGHES CORPORATION
Ticker: HHC Security ID: 44267D107
Meeting Date: MAY 19, 2016 Meeting Type: Annual
Record Date: MAR 24, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William A. Ackman For For Management
1.2 Elect Director Adam Flatto For For Management
1.3 Elect Director Jeffrey Furber For For Management
1.4 Elect Director Allen Model For For Management
1.5 Elect Director R. Scot Sellers For For Management
1.6 Elect Director Steven Shepsman For For Management
1.7 Elect Director Burton M. Tansky For For Management
1.8 Elect Director Mary Ann Tighe For For Management
1.9 Elect Director David R. Weinreb For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Provide Directors May Be Removed With For For Management
or Without Cause
4 Ratify Ernst & Young LLP as Auditors For For Management
--------------------------------------------------------------------------------
TIME WARNER CABLE INC.
Ticker: TWC Security ID: 88732J207
Meeting Date: JUL 01, 2015 Meeting Type: Annual
Record Date: MAY 07, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Carole Black For For Management
1b Elect Director Thomas H. Castro For For Management
1c Elect Director David C. Chang For For Management
1d Elect Director James E. Copeland, Jr. For For Management
1e Elect Director Peter R. Haje For For Management
1f Elect Director Donna A. James For For Management
1g Elect Director Don Logan For For Management
1h Elect Director Robert D. Marcus For For Management
1i Elect Director N.J. Nicholas, Jr. For For Management
1j Elect Director Wayne H. Pace For For Management
1k Elect Director Edward D. Shirley For For Management
1l Elect Director John E. Sununu For For Management
2 Ratify Ernst & Young LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Report on Lobbying Payments and Policy Against Against Shareholder
5 Pro-rata Vesting of Equity Awards Against For Shareholder
================================ END NPX REPORT ================================