FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-02896 Prudential Investment Portfolios, Inc. 15 (Exact name of registrant as specified in charter) 100 Mulberry Street, Gateway Center Three, 4th Floor, Newark, NJ 07102 (Address of principal executive offices) (Zip Code) Jonathan D. Shain, Esq. 100 Mulberry Street, Gateway Center Three, 4th 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, 2012 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: 07/01/2011 - 06/30/2012 Prudential Investment Portfolios, Inc. 15 ================ Prudential High Yield Fund - Sub-Adviser: PIM ================= CENTURYTEL INC Ticker: Security ID: 156700106 Meeting Date: MAY 22, 2012 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 APPROVE CHARTER AMENDMENT TO None For Management DECLASSIFY OUR BOARD OF DIRECTORS. 2 Approve Charter Amendment to Increase None For Management Our Authorized Shares. 3 the Directors Recommended by the None For Management Board of Directors 4 RATIFY THE APPOINTMENT OF KPMG LLP AS None For Management OUR INDEPENDENT AUDITOR FOR 2012. 5 ADVISORY VOTE REGARDING OUR EXECUTIVE None For Management COMPENSATION. 6 SHAREHOLDER PROPOSAL REGARDING BONUS None For Management DEFERRALS. 7 SHAREHOLDER PROPOSAL REGARDING None For Management PERFORMANCE-BASED RESTRICTED STOCK. 8 SHAREHOLDER PROPOSAL REGARDING None For Management POLITICAL CONTRIBUTIONS REPORTS. -------------------------------------------------------------------------------- DEX ONE CORP Ticker: Security ID: 25212W100 Meeting Date: MAY 08, 2012 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 the Directors Recommended by the None For Management Board of Directors -------------------------------------------------------------------------------- GENON ENERGY INC Ticker: Security ID: US37244E1073 Meeting Date: MAY 09, 2012 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Voted for the Directors Recommended None For Management by the Board of Directors 2 Ratify the audit committee's selection None For Management of KPMG as our independent auditors for fiscal year 2011 3 Adopt an amendment to our third None For Management restated certificate of incorporation to help protect the tax benefits of our net operating losses 4 Approve the stockholder rights plan, None For Management adopted by the board on Jn 5, 2001, as amended Nov 23, 2010 5 Approve, on an advisory basis, the None For Management compensation of our named executive officers 6 Determine on an advisory basis the None For Management frequency of conducting future advisory votes on the compensation of our named executive officers 7 Consider a stockholder proposal if None For Management properly presented at the meeting described in the proxy materials -------------------------------------------------------------------------------- PETROPLUS FIN LTD Ticker: PPHNSW Security ID: US716745AA25 Meeting Date: MAR 21, 2012 Meeting Type: Creditors Meeting Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 That the Administrators proposal None For Management dates 2 March 2012 be approved 2 That the Creditors committee be formed None For Management if there are sufficient creditors willing to act -------------------------------------------------------------------------------- PETROPLUS FIN LTD Ticker: PPHNSW Security ID: US716745AA25 Meeting Date: MAR 21, 2012 Meeting Type: Creditors Meeting Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 That the Administrators proposal None For Management dates 2 March 2012 be approved 2 That the Creditors committee be formed None For Management if there are sufficient creditors willing to act -------------------------------------------------------------------------------- SPRINT FON GRP Ticker: Security ID: 852061100 Meeting Date: MAY 15, 2012 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 the Directors Recommended by the None For Management Board of Directors 2 To ratify the appointment of KPMG LLP None For Management as the independent registered public accounting firm of Sprint Nextel for 2011 3 To approve by a non-binding advisory None For Management vote our executive compensation 4 To recommend by a non-binding advisory None For Management vote the frequency of advisory votes on our executive compensation 5 To vote on a shareholder proposal None For Management concerning political contributions 6 To vote on a shareholder proposal None For Management concerning the retention of equity awards 7 To vote on a shareholder proposal None For Management requesting change to a voting requirement -------------------------------------------------------------------------------- XEROX CORP Ticker: Security ID: 984121103 Meeting Date: MAY 24, 2012 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Voted for the Directors Recommended None For Management by the Board of Directors 2 RATIFICATION OF THE SELECTION OF None For Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012. 3 APPROVAL, ON AN ADVISORY BASIS, OF THE None For Management 2011 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 Investment Portfolios, Inc. 15 By /s/ Stuart S. Parker (Jonathan D. Shain) ---------------------------------------- Stuart S. Parker, President Date: August 22, 2012 POWER OF ATTORNEY The undersigned Directors, Trustees and Officers of the Prudential Investments Mutual Funds, the Target Funds and The Prudential Variable Contract Accounts 2, 10 and 11 (collectively, the "Funds"), hereby constitute, appoint and authorize each of, Andrew French, Claudia DiGiacomo, Deborah A. Docs, Katherine P. Feld, Raymond O'Hara, Amanda Ryan and Jonathan D. Shain, as true and lawful agents and attorneys-in-fact, to sign, execute and deliver on his or her behalf in the appropriate capacities indicated, any Registration Statements of the Funds on the appropriate forms, any and all amendments thereto (including pre- and post-effective amendments), and any and all supplements or other instruments in connection therewith, including Form N-PX, Forms 3, 4 and 5, as appropriate, to file the same, with all exhibits thereto, with the Securities and Exchange Commission (the "SEC") and the securities regulators of appropriate states and territories, and generally to do all such things in his or her name and behalf in connection therewith as said attorney-in-fact deems necessary or appropriate to comply with the provisions of the Securities Act of 1933, section 16(a) of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, all related requirements of the SEC and all requirements of appropriate states and territories. The undersigned do hereby give to said agents and attorneys-in-fact full power and authority to act in these premises, including, but not limited to, the power to appoint a substitute or substitutes to act hereunder with the same power and authority as said agents and attorneys-in-fact would have if personally acting. The undersigned do hereby approve, ratify and confirm all that said agents and attorneys-in-fact, or any substitute or substitutes, may do by virtue hereof. /s/ Kevin J. Bannon ------------------- Kevin J. Bannon /s/ Stuart S. Parker -------------------- Stuart S. Parker /s/ Scott E. Benjamin --------------------- Scott E. Benjamin /s/ Richard A. Redeker ---------------------- Richard A. Redeker /s/ Linda W. Bynoe ------------------ Linda W. Bynoe /s/Robin B. Smith ----------------- Robin B. Smith /s/ Michael S. Hyland --------------------- Michael S. Hyland /s/ Stephen Stoneburn --------------------- Stephen Stoneburn /s/ Douglas H. McCorkindale --------------------------- Douglas H. McCorkindale /s/ Grace C. Torres ------------------- Grace C. Torres /s/ Stephen P. Munn ------------------- Stephen P. Munn Dated: June 6, 2012