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: 811-06310
Legg Mason Partners Variable Income Trust
(Exact name of registrant as specified in charter)
620 EIGHTH AVENUE, NEW YORK, NEW YORK 10018
(Address of principal executive offices) (Zip code)
Robert I. Frenkel, Esq.
100 First Stamford Place
Stamford, Connecticut 06902
(Name and address of agent for service)
Registrant’s telephone number, including area code: 1-877-721-1926
Date of fiscal year end: December 31
Date of reporting period: July 1, 2015–June 30, 2016
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).
******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-06310
Reporting Period: 07/01/2015 - 06/30/2016
Legg Mason Partners Variable Income Trust
==================== Western Asset Core Plus VIT Portfolio =====================
CITIGROUP INC
Ticker: C Security ID: 172967424
Meeting Date: APR 26, 2016 Meeting Type: ANNUAL
Record Date: FEB 29, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1A. ELECTION OF DIRECTOR: MICHAEL L. CORBAT FOR FOR Management
1B. ELECTION OF DIRECTOR: ELLEN M. COSTELLO FOR FOR Management
1C. ELECTION OF DIRECTOR: DUNCAN P. HENNES FOR FOR Management
1D. ELECTION OF DIRECTOR: PETER B. HENRY FOR FOR Management
1E. ELECTION OF DIRECTOR: FRANZ B. HUMER FOR FOR Management
1F. ELECTION OF DIRECTOR: RENEE J. JAMES FOR FOR Management
1G. ELECTION OF DIRECTOR: EUGENE M. MCQUADE FOR FOR Management
1H. ELECTION OF DIRECTOR: MICHAEL E. FOR FOR Management
O'NEILL
1I. ELECTION OF DIRECTOR: GARY M. REINER FOR FOR Management
1J. ELECTION OF DIRECTOR: JUDITH RODIN FOR FOR Management
1K. ELECTION OF DIRECTOR: ANTHONY M. FOR FOR Management
SANTOMERO
1L. ELECTION OF DIRECTOR: JOAN E. SPERO FOR FOR Management
1M. ELECTION OF DIRECTOR: DIANA L. TAYLOR FOR FOR Management
1N. ELECTION OF DIRECTOR: WILLIAM S. FOR FOR Management
THOMPSON, JR.
1O. ELECTION OF DIRECTOR: JAMES S. TURLEY FOR FOR Management
1P. ELECTION OF DIRECTOR: ERNESTO ZEDILLO FOR FOR Management
PONCE DE LEON
2 PROPOSAL TO RATIFY THE SELECTION OF FOR FOR Management
KPMG LLP AS CITI'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR
2016.
3 ADVISORY APPROVAL OF CITI'S 2015 FOR FOR Management
EXECUTIVE COMPENSATION.
4 APPROVAL OF AN AMENDMENT TO THE FOR FOR Management
CITIGROUP 2014 STOCK INCENTIVE PLAN
AUTHORIZING ADDITIONAL SHARES.
5 APPROVAL OF THE AMENDED AND RESTATED FOR FOR Management
2011 CITIGROUP EXECUTIVE PERFORMANCE
PLAN.
6 STOCKHOLDER PROPOSAL REQUESTING A FOR FOR Management
REPORT DEMONSTRATING THE COMPANY DOES
NOT HAVE A GENDER PAY GAP.
7 STOCKHOLDER PROPOSAL REQUESTING A FOR FOR Management
REPORT ON LOBBYING AND GRASSROOTS
LOBBYING CONTRIBUTIONS.
8 STOCKHOLDER PROPOSAL REQUESTING THAT FOR FOR Management
THE BOARD APPOINT A STOCKHOLDER VALUE
COMMITTEE.
9 STOCKHOLDER PROPOSAL REQUESTING AN FOR FOR Management
AMENDMENT TO THE GENERAL CLAWBACK
POLICY.
10 STOCKHOLDER PROPOSAL REQUESTING THAT FOR FOR Management
THE BOARD ADOPT A POLICY PROHIBITING
THE VESTING OF EQUITY-BASED AWARDS FOR
SENIOR EXECUTIVES DUE TO A VOLUNTARY
RESIGNATION TO ENTER GOVERNMENT
SERVICE.
--------------------------------------------------------------------------------
JPMORGAN CHASE & CO
Ticker: JPM Security ID: 46625H100
Meeting Date: MAY 17, 2016 Meeting Type: ANNUAL
Record Date: MAR 18, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN FOR ABSTAIN Management
1B. ELECTION OF DIRECTOR: JAMES A. BELL FOR ABSTAIN Management
1C. ELECTION OF DIRECTOR: CRANDALL C. FOR ABSTAIN Management
BOWLES
1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE FOR ABSTAIN Management
1E. ELECTION OF DIRECTOR: JAMES S. CROWN FOR ABSTAIN Management
1F. ELECTION OF DIRECTOR: JAMES DIMON FOR ABSTAIN Management
1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN FOR ABSTAIN Management
1H. ELECTION OF DIRECTOR: LABAN P. FOR ABSTAIN Management
JACKSON, JR.
1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL FOR ABSTAIN Management
1J. ELECTION OF DIRECTOR: LEE R. RAYMOND FOR ABSTAIN Management
1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON FOR ABSTAIN Management
2 ADVISORY RESOLUTION TO APPROVE FOR ABSTAIN Management
EXECUTIVE COMPENSATION
3 RATIFICATION OF INDEPENDENT REGISTERED FOR ABSTAIN Management
PUBLIC ACCOUNTING FIRM
4 INDEPENDENT BOARD CHAIRMAN - REQUIRE FOR ABSTAIN Management
AN INDEPENDENT CHAIR
5 HOW VOTES ARE COUNTED - COUNT VOTES FOR ABSTAIN Management
USING ONLY FOR AND AGAINST AND IGNORE
ABSTENTIONS
6 VESTING FOR GOVERNMENT SERVICE FOR ABSTAIN Management
-PROHIBIT VESTING OF EQUITY-BASED
AWARDS FOR SENIOR EXECUTIVES DUE TO
VOLUNTARY RESIGNATION TO ENTER
GOVERNMENT SERVICE
7 APPOINT A STOCKHOLDER VALUE COMMITTEE FOR ABSTAIN Management
- ADDRESS WHETHER DIVESTITURE OF ALL
NON- CORE BANKING BUSINESS SEGMENTS
WOULD ENHANCE SHAREHOLDER VALUE
8 CLAWBACK AMENDMENT - DEFER FOR ABSTAIN Management
COMPENSATION FOR 10 YEARS TO HELP
SATISFY ANY MONETARY PENALTY
ASSOCIATED WITH VIOLATION OF LAW
9 EXECUTIVE COMPENSATION PHILOSOPHY - FOR ABSTAIN Management
ADOPT A BALANCED EXECUTIVE
COMPENSATION PHILOSOPHY WITH SOCIAL
FACTORS TO IMPROVE THE FIRM'S ETHICAL
CONDUCT AND PUBLIC REPUTATION
=========== Western Asset Variable Global High Yield Bond Portfolio ============
AXTEL, S.A.B. DE C.V.
Ticker: AXTLY Security ID: 05461Y106
Meeting Date: MAR 28, 2016 Meeting Type: ANNUAL
Record Date: MAR 14, 2016
# Proposal Mgt Rec Vote Cast Sponsor
I DISCUSSION AND, AS THE CASE MAY BE, N/A ABSTAIN Management
APPROVAL OF THE REPORTS AND OPINION
REFERRED TO IN ARTICLE 28, SECTION IV
OF THE SECURITIES MARKET LAW, IN
CONNECTION WITH THE FISCAL YEAR 2015.
II PROPOSAL ON THE IMPLEMENTATION OF THE N/A ABSTAIN Management
RESULTS ACCOUNT FOR THE FISCAL YEAR
2015.
III APPOINTMENT OF THE MEMBERS OF THE N/A ABSTAIN Management
BOARD OF DIRECTORS, AND CHAIRMAN OF
THE AUDIT AND CORPORATE PRACTICES
COMMITTEE; DETERMINATION OF THEIR
REMUNERATION AND RELATED AGREEMENTS.
IV DESIGNATION OF DELEGATES. N/A ABSTAIN Management
V PRESENTATION AND, IF APPLICABLE, N/A ABSTAIN Management
APPROVAL OF THE MINUTE OF THE MEETING.
--------------------------------------------------------------------------------
CITIGROUP INC
Ticker: C Security ID: 172967424
Meeting Date: APR 26, 2016 Meeting Type: ANNUAL
Record Date: FEB 29, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1A. ELECTION OF DIRECTOR: MICHAEL L. CORBAT FOR FOR Management
1B. ELECTION OF DIRECTOR: ELLEN M. COSTELLO FOR FOR Management
1C. ELECTION OF DIRECTOR: DUNCAN P. HENNES FOR FOR Management
1D. ELECTION OF DIRECTOR: PETER B. HENRY FOR FOR Management
1E. ELECTION OF DIRECTOR: FRANZ B. HUMER FOR FOR Management
1F. ELECTION OF DIRECTOR: RENEE J. JAMES FOR FOR Management
1G. ELECTION OF DIRECTOR: EUGENE M. MCQUADE FOR FOR Management
1H. ELECTION OF DIRECTOR: MICHAEL E. FOR FOR Management
O'NEILL
1I. ELECTION OF DIRECTOR: GARY M. REINER FOR FOR Management
1J. ELECTION OF DIRECTOR: JUDITH RODIN FOR FOR Management
1K. ELECTION OF DIRECTOR: ANTHONY M. FOR FOR Management
SANTOMERO
1L. ELECTION OF DIRECTOR: JOAN E. SPERO FOR FOR Management
1M. ELECTION OF DIRECTOR: DIANA L. TAYLOR FOR FOR Management
1N. ELECTION OF DIRECTOR: WILLIAM S. FOR FOR Management
THOMPSON, JR.
1O. ELECTION OF DIRECTOR: JAMES S. TURLEY FOR FOR Management
1P. ELECTION OF DIRECTOR: ERNESTO ZEDILLO FOR FOR Management
PONCE DE LEON
2 PROPOSAL TO RATIFY THE SELECTION OF FOR FOR Management
KPMG LLP AS CITI'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR
2016.
3 ADVISORY APPROVAL OF CITI'S 2015 FOR FOR Management
EXECUTIVE COMPENSATION.
4 APPROVAL OF AN AMENDMENT TO THE FOR FOR Management
CITIGROUP 2014 STOCK INCENTIVE PLAN
AUTHORIZING ADDITIONAL SHARES.
5 APPROVAL OF THE AMENDED AND RESTATED FOR FOR Management
2011 CITIGROUP EXECUTIVE PERFORMANCE
PLAN.
6 STOCKHOLDER PROPOSAL REQUESTING A FOR FOR Management
REPORT DEMONSTRATING THE COMPANY DOES
NOT HAVE A GENDER PAY GAP.
7 STOCKHOLDER PROPOSAL REQUESTING A FOR FOR Management
REPORT ON LOBBYING AND GRASSROOTS
LOBBYING CONTRIBUTIONS.
8 STOCKHOLDER PROPOSAL REQUESTING THAT FOR FOR Management
THE BOARD APPOINT A STOCKHOLDER VALUE
COMMITTEE.
9 STOCKHOLDER PROPOSAL REQUESTING AN FOR FOR Management
AMENDMENT TO THE GENERAL CLAWBACK
POLICY.
10 STOCKHOLDER PROPOSAL REQUESTING THAT FOR FOR Management
THE BOARD ADOPT A POLICY PROHIBITING
THE VESTING OF EQUITY-BASED AWARDS FOR
SENIOR EXECUTIVES DUE TO A VOLUNTARY
RESIGNATION TO ENTER GOVERNMENT
SERVICE.
--------------------------------------------------------------------------------
JPMORGAN CHASE & CO
Ticker: JPM Security ID: 46625H100
Meeting Date: MAY 17, 2016 Meeting Type: ANNUAL
Record Date: MAR 18, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN FOR ABSTAIN Management
1B. ELECTION OF DIRECTOR: JAMES A. BELL FOR ABSTAIN Management
1C. ELECTION OF DIRECTOR: CRANDALL C. FOR ABSTAIN Management
BOWLES
1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE FOR ABSTAIN Management
1E. ELECTION OF DIRECTOR: JAMES S. CROWN FOR ABSTAIN Management
1F. ELECTION OF DIRECTOR: JAMES DIMON FOR ABSTAIN Management
1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN FOR ABSTAIN Management
1H. ELECTION OF DIRECTOR: LABAN P. FOR ABSTAIN Management
JACKSON, JR.
1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL FOR ABSTAIN Management
1J. ELECTION OF DIRECTOR: LEE R. RAYMOND FOR ABSTAIN Management
1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON FOR ABSTAIN Management
2 ADVISORY RESOLUTION TO APPROVE FOR ABSTAIN Management
EXECUTIVE COMPENSATION
3 RATIFICATION OF INDEPENDENT REGISTERED FOR ABSTAIN Management
PUBLIC ACCOUNTING FIRM
4 INDEPENDENT BOARD CHAIRMAN - REQUIRE FOR ABSTAIN Management
AN INDEPENDENT CHAIR
5 HOW VOTES ARE COUNTED - COUNT VOTES FOR ABSTAIN Management
USING ONLY FOR AND AGAINST AND IGNORE
ABSTENTIONS
6 VESTING FOR GOVERNMENT SERVICE FOR ABSTAIN Management
-PROHIBIT VESTING OF EQUITY-BASED
AWARDS FOR SENIOR EXECUTIVES DUE TO
VOLUNTARY RESIGNATION TO ENTER
GOVERNMENT SERVICE
7 APPOINT A STOCKHOLDER VALUE COMMITTEE FOR ABSTAIN Management
- ADDRESS WHETHER DIVESTITURE OF ALL
NON- CORE BANKING BUSINESS SEGMENTS
WOULD ENHANCE SHAREHOLDER VALUE
8 CLAWBACK AMENDMENT - DEFER FOR ABSTAIN Management
COMPENSATION FOR 10 YEARS TO HELP
SATISFY ANY MONETARY PENALTY
ASSOCIATED WITH VIOLATION OF LAW
9 EXECUTIVE COMPENSATION PHILOSOPHY - FOR ABSTAIN Management
ADOPT A BALANCED EXECUTIVE
COMPENSATION PHILOSOPHY WITH SOCIAL
FACTORS TO IMPROVE THE FIRM'S ETHICAL
CONDUCT AND PUBLIC REPUTATION
========== END NPX REPORT
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 Variable Income Trust
By: /s/ Jane Trust
Jane Trust
President and Chief Executive Officer
Date: August 8, 2016
