FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-02896 Prudential High Yield Fund, Inc. (Exact name of registrant as specified in charter) 100 Mulberry Street, Gateway Center Three, 4 th Floor, Newark, NJ 07102 (Address of principal executive offices) (Zip Code) Jonathan D. Shain, Esq. 100 Mulberry Street, Gateway Center Three, 4 th Floor, Newark, NJ 07102 (Name and address of agent for service) Registrant's telephone number, including area code: 973-802-6469 Date of fiscal year-end: August 31 Date of reporting period: June 30, 2011 Item 1. Proxy Voting Record In determining votes against management, any ballot that management did not make a recommendation is considered to be "FOR" regardless of the vote cast. Any "Abstain" vote cast is considered as voted, and to be against the management recommendation. ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-02896 Reporting Period: 07/01/2010 - 06/30/2011 Prudential High Yield Fund, Inc. ============== PRUDENTIAL HIGH YIELD FUND, INC.- SUB-ADVISER: PIM ============== CENTURYLINK, INC. Ticker: CTL Security ID: 156700106 Meeting Date: AUG 24, 2010 Meeting Type: Special Record Date: JUL 13, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 APPROVE THE ISSUANCE OF SHARES OF FOR ABSTAIN Management CENTURYLINK COMMON STOCK IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER, DATED AS OF APRIL 21, 2010, BY AND AMONG QWEST COMMUNICATIONS INTERNATIONAL INC., THE COMPANY, AND SB44 ACQUISITION 2 APPROVE THE ADJOURNMENT OF THE MEETING, FOR ABSTAIN Management IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES FOR THE PROPOSAL TO ISSUE CENTURYLINK COMMON STOCK IN COMPANY IN CONNECTION WITH THE MERGER. -------------------------------------------------------------------------------- CENTURYLINK, INC. Ticker: CTL Security ID: 156700106 Meeting Date: MAY 18, 2011 Meeting Type: Annual Record Date: MAR 21, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR 1) VIRGINIA BOULET 2) PETER For For Management C. BROWN 3) RICHARD A. GEPHARDT 4) GREGORY J. MCCRAY 5) MICHAEL J. ROBERTS 2 RATIFY THE APPOINTMENT OF KPMG LLP AS For For Management OUR INDEPENDENT AUDITOR FOR 2011. 3 APPROVE OUR 2011 EQUITY INCENTIVE PLAN. For For Management 4A ADVISORY VOTE REGARDING OUR EXECUTIVE For For Management COMPENSATION. 4B ADVISORY VOTE REGARDING THE FREQUENCY 1 Year 1 Year Management OF OUR EXECUTIVE COMPENSATION VOTES. 5A SHAREHOLDER PROPOSAL REGARDING Against For Shareholder POLITICAL CONTRIBUTIONS REPORTS. 5B SHAREHOLDER PROPOSAL REGARDING BOARD Against For Shareholder DECLASSIFICATION. -------------------------------------------------------------------------------- DEX ONE CORPORATION Ticker: DEXO Security ID: 25212W100 Meeting Date: MAY 03, 2011 Meeting Type: Annual Record Date: MAR 10, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1A Election of Director: Jonathan B. For For Management Bulkeley 1B Election of Director: Eugene I. Davis For For Management 1C Election of Director: Richard L. For For Management Kuersteiner 1D Election of Director: W. Kirk Liddell For For Management 1E Election of Director: Mark A. McEachen For For Management 1F Election of Director: Alfred T. Mockett For For Management 1G Election of Director: Alan F. Schultz For For Management 2 Proposal to approve by non-binding vote For For Management executive compensation 3 Proposal to recommend by non-binding 1 Year Abstain Management vote, the frequency of executive compensation votes 4 To ratify the appointment of KPMG LLP For For Management as the independent registered public accounting firm for 2011 -------------------------------------------------------------------------------- GENON ENERGY, INC. Ticker: GEN Security ID: 37244E107 Meeting Date: MAY 04, 2011 Meeting Type: Annual Record Date: MAR 07, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1A ELECTION OF DIRECTOR: E. WILLIAM For For Management BARNETT 1B ELECTION OF DIRECTOR: TERRY G. DALLAS For For Management 1C ELECTION OF DIRECTOR: MARK M. JACOBS For For Management 1D ELECTION OF DIRECTOR: THOMAS H. JOHNSON For For Management 1E ELECTION OF DIRECTOR: STEVEN L. MILLER For For Management 1F ELECTION OF DIRECTOR: EDWARD R. MULLER For For Management 1G ELECTION OF DIRECTOR: ROBERT C. MURRAY For For Management 1H ELECTION OF DIRECTOR: LAREE E. PEREZ For For Management 1I ELECTION OF DIRECTOR: EVAN J. For For Management SILVERSTEIN 1J ELECTION OF DIRECTOR: WILLIAM L. For For Management THACKER 2 RATIFY THE AUDIT COMMITTEE'S SELECTION For For Management OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR FISCAL YEAR 2011. 3 ADOPT AN AMENDMENT TO OUR THIRD For For Management RESTATED CERTIFICATE OF INCORPORATION TO HELP PROTECT THE TAX BENEFITS OF OUR NET OPERATING LOSSES. 4 APPROVE THE STOCKHOLDER RIGHTS PLAN, For For Management ADOPTED BY THE BOARD ON JANUARY 15, 2001, AS AMENDED NOVEMBER 23, 2010. 5 APPROVE, ON AN ADVISORY BASIS, THE For For Management COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 6 DETERMINE, ON AN ADVISORY BASIS, THE 1 Year 1 Year Management FREQUENCY OF CONDUCTING FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 7 CONSIDER A STOCKHOLDER PROPOSAL, IF Against Against Shareholder PROPERLY PRESENTED AT THE MEETING, DESCRIBED IN THE PROXY MATERIALS. -------------------------------------------------------------------------------- MIRANT CORP Ticker: MIR Security ID: 60467R100 Meeting Date: OCT 25, 2010 Meeting Type: Special Record Date: SEP 13, 2010 # Proposal Mgt Rec Vote Cast Sponsor 01 Proposal to adopt the agreement and For For Management plan of merger, dated as April 11, 2010, by and among RRI Energy, INC RRI Energy Holdings, INC., and Mirant Corporation 02 Proposal to approve any motion to For For Management adjourn the Mirant special meeting, if necessary, to solicit additonal proxies -------------------------------------------------------------------------------- SPRINT NEXTEL CORPORATION Ticker: S Security ID: 852061100 Meeting Date: MAY 10, 2011 Meeting Type: Annual Record Date: MAR 11, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1A ELECTION OF DIRECTOR: ROBERT R. BENNETT For For Management 1B ELECTION OF DIRECTOR: GORDON M. BETHUNE For For Management 1C ELECTION OF DIRECTOR: LARRY C. For For Management GLASSCOCK 1D ELECTION OF DIRECTOR: JAMES H. HANCE, For For Management JR. 1E ELECTION OF DIRECTOR: DANIEL R. HESSE For For Management 1F ELECTION OF DIRECTOR: V. JANET HILL For For Management 1G ELECTION OF DIRECTOR: FRANK IANNA For For Management 1H ELECTION OF DIRECTOR: SVEN-CHRISTER For For Management NILSSON 1I ELECTION OF DIRECTOR: WILLIAM R. NUTI For For Management 1J ELECTION OF DIRECTOR: RODNEY O'NEAL For For Management 2 TO RATIFY THE APPOINTMENT OF KPMG LLP For For Management AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF SPRINT NEXTEL FOR 2011. 3 TO APPROVE, BY A NON-BINDING ADVISORY For For Management VOTE, OUR EXECUTIVE COMPENSATION. 4 TO RECOMMEND, BY A NON-BINDING ADVISORY 1 Year 1 Year Management VOTE, THE FREQUENCY OF ADVISORY VOTES ON OUR EXECUTIVE COMPENSATION. 5 TO VOTE ON A SHAREHOLDER PROPOSAL Against For Shareholder CONCERNING POLITICAL CONTRIBUTIONS. 6 TO VOTE ON A SHAREHOLDER PROPOSAL Against For Shareholder CONCERNING THE RETENTION OF EQUITY AWARDS. 7 TO VOTE ON A SHAREHOLDER PROPOSAL Against For Shareholder REQUESTING CHANGE TO A VOTING REQUIREMENT. -------------------------------------------------------------------------------- XEROX CORPORATION Ticker: XRX Security ID: 984121103 Meeting Date: MAY 26, 2011 Meeting Type: Annual Record Date: MAR 28, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1A ELECTION OF DIRECTOR: GLENN A. BRITT For For Management 1B ELECTION OF DIRECTOR: URSULA M. BURNS For For Management 1C ELECTION OF DIRECTOR: RICHARD J. For For Management HARRINGTON 1D ELECTION OF DIRECTOR: WILLIAM CURT For For Management HUNTER 1E ELECTION OF DIRECTOR: ROBERT J. KEEGAN For For Management 1F ELECTION OF DIRECTOR: ROBERT A. For For Management MCDONALD 1G ELECTION OF DIRECTOR: N.J. NICHOLAS, For For Management JR. 1H ELECTION OF DIRECTOR: CHARLES PRINCE For For Management 1I ELECTION OF DIRECTOR: ANN N. REESE For For Management 1J ELECTION OF DIRECTOR: MARY AGNES For For Management WILDEROTTER 2 RATIFICATION OF THE SELECTION OF For For Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011. 3 APPROVAL, ON AN ADVISORY BASIS, OF THE For For Management 2010 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 4 SELECTION, ON AN ADVISORY BASIS, OF THE 1 Year 1 Year Management FREQUENCY OF A SHAREHOLDER VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. ========== 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. Prudential High Yield Fund, Inc. By /s/ Judy A. Rice* (Jonathan D. Shain) Judy A. Rice, President *By Power of Attorney dated March 9, 2010. Incorporated by reference to corresponding exhibit to Post-Effective Amendment No. 17 to the Registration Statement on Form N-1A for Prudential Investment Portfolios 12 (File No. 333-42705) filed via EDGAR on March 15, 2010 Date: August 23, 2011