As filed with the Securities and Exchange Commission on August 27, 2004 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-PX Annual Report of Proxy Voting Record of Registered Management Investment Company Investment Company Act File No.811-21332 RMK HIGH INCOME FUND, INC. (Exact Name of Registrant as Specified in Articles of Incorporation) Morgan Keegan Tower Fifty Front Street Memphis, Tennessee 38103 (Address of Principal Executive Offices) (901) 524-4100 (Registrant's Telephone Number, including Area Code) Charles D. Maxwell Morgan Keegan Tower Fifty Front Street Memphis, Tennessee 38103 (Name and Address of Agent for Service) Copies to: ARTHUR J. BROWN, ESQ. Kirkpatrick & Lockhart LLP 1800 Massachusetts Ave., N.W. Washington, D.C. 20036-1800 Telephone: (202) 778-9000 Date of fiscal year end: June 30 Date of Reporting Period: Twelve-month period ended March 31, 2004 Form N-PX is to be used by a registered investment management company, other than a small business investment company registered on Form N-5 (s.s. 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31, of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended, June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection and policymaking roles. A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained on Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden of the Secretary, Securities of Exchange Commission, 450 Fifth Street, NW, Washington DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. s. 3507. 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. RMK HIGH INCOME FUND, INC. By: /s/ Carter E. Anthony --------------------- Carter E. Anthony President Date: August 23, 2004 ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-21332 Reporting Period: 07/01/2003 - 06/30/2004 RMK High Income Fund, Inc. ========================== RMK HIGH INCOME FUND INC. =========================== AMB PROPERTY CORP. Ticker: AMB Security ID: 00163T109 Meeting Date: MAY 20, 2004 Meeting Type: Annual Record Date: MAR 5, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Hamid R. Moghadam For For Management 1.2 Elect Director W. Blake Baird For For Management 1.3 Elect Director T. Robert Burke For For Management 1.4 Elect Director David A. Cole For For Management 1.5 Elect Director J. Michael Losh For For Management 1.6 Elect Director Frederick W. Reid For For Management 1.7 Elect Director Jeffrey L. Skelton For For Management 1.8 Elect Director Thomas W. Tusher For For Management 1.9 Elect Director Caryl B. Welborn For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AMERICAN CAPITAL STRATEGIES, LTD. Ticker: ACAS Security ID: 024937104 Meeting Date: APR 29, 2004 Meeting Type: Annual Record Date: MAR 12, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mary C. Baskin For For Management 1.2 Elect Director Alvin N. Puryear For For Management 2 Approve Stock Option Plan For For Management 3 Increase Authorized Common Stock For For Management 4 Approve Issuance of Warrants For For Management 5 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ANDRX CORP. Ticker: ADRX Security ID: 034553107 Meeting Date: JUN 4, 2004 Meeting Type: Annual Record Date: APR 14, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lawrence J. DuBow For For Management Page 1 1.2 Elect Director Elliot F. Hahn, Ph.D. For For Management 1.3 Elect Director Thomas P. Rice For For Management 2 Increase Authorized Common Stock For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ANTHRACITE CAPITAL, INC. Ticker: AHR Security ID: 037023108 Meeting Date: MAY 25, 2004 Meeting Type: Annual Record Date: MAR 31, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Donald G. Drapkin For Withhold Management 1.2 Elect Director Carl F. Geuther For For Management 1.3 Elect Director Leon T. Kendall For For Management 1.4 Elect Director Clay G. Lebhar For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- BANK OF AMERICA CORP. Ticker: BAC Security ID: 060505104 Meeting Date: MAR 17, 2004 Meeting Type: Special Record Date: JAN 26, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For Did Not Management Vote 2 Amend Omnibus Stock Plan For Did Not Management Vote 3 Increase Authorized Common Stock For Did Not Management Vote 4 Adjourn Meeting For Did Not Management Vote - -------------------------------------------------------------------------------- BANK OF AMERICA CORP. Ticker: BAC Security ID: 060505104 Meeting Date: MAY 26, 2004 Meeting Type: Annual Record Date: APR 7, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William Barnet, III For For Management 1.2 Elect Director Charles W. Coker For For Management 1.3 Elect Director John T. Collins For For Management 1.4 Elect Director Gary L. Countryman For For Management 1.5 Elect Director Paul Fulton For For Management 1.6 Elect Director Charles K. Gifford For For Management 1.7 Elect Director Donald E. Guinn For For Management 1.8 Elect Director James H. Hance, Jr. For For Management 1.9 Elect Director Kenneth D. Lewis For For Management 1.10 Elect Director Walter E. Massey For For Management 1.11 Elect Director Thomas J. May For For Management 1.12 Elect Director C. Steven McMillan For For Management 1.13 Elect Director Eugene M. McQuade For For Management Page 2 1.14 Elect Director Patricia E. Mitchell For For Management 1.15 Elect Director Edward L. Romero For For Management 1.16 Elect Director Thomas M. Ryan For For Management 1.17 Elect Director O. Temple Sloan, Jr. For For Management 1.18 Elect Director Meredith R. Spangler For For Management 1.19 Elect Director Jackie M. Ward For For Management 2 Ratify Auditors For For Management 3 Change Date of Annual Meeting Against Against Shareholder 4 Adopt Nomination Procedures for the Board Against Against Shareholder 5 Charitable Contributions Against Against Shareholder 6 Establish Independent Committee to Review Against Against Shareholder Mutual Fund Policy 7 Adopt Standards Regarding Privacy and Against Against Shareholder Information Security - -------------------------------------------------------------------------------- BAXTER INTERNATIONAL INC. Ticker: BAX Security ID: 071813109 Meeting Date: MAY 4, 2004 Meeting Type: Annual Record Date: MAR 5, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John D. Forsyth For For Management 1.2 Elect Director Gail D. Fosler For For Management 1.3 Elect Director Carole J. Uhrich For For Management 2 Ratify Auditors For For Management 3 Provide for Cumulative Voting Against For Shareholder - -------------------------------------------------------------------------------- BLACK & DECKER CORP., THE Ticker: BDK Security ID: 091797100 Meeting Date: APR 27, 2004 Meeting Type: Annual Record Date: FEB 17, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Nolan D. Archibald For Did Not Management Vote 1.2 Elect Director Norman R. Augustine For Did Not Management Vote 1.3 Elect Director Barbara L. Bowles For Did Not Management Vote 1.4 Elect Director M. Anthony Burns For Did Not Management Vote 1.5 Elect Director Kim B. Clark For Did Not Management Vote 1.6 Elect Director Manuel A. Fernandez For Did Not Management Vote 1.7 Elect Director Benjamin H. Griswold, IV For Did Not Management Vote 1.8 Elect Director Anthony Luiso For Did Not Management Vote 2 Ratify Auditors For Did Not Management Vote 3 Approve Restricted Stock Plan For Did Not Management Vote 4 Limit Executive Compensation Against Did Not Shareholder Vote Page 3 - -------------------------------------------------------------------------------- CINCINNATI BELL INC. Ticker: CBB Security ID: 171871106 Meeting Date: APR 23, 2004 Meeting Type: Annual Record Date: FEB 25, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Phillip R. Cox For For Management 1.2 Elect Director Michael G. Morris For For Management 1.3 Elect Director John M. Zrno For For Management - -------------------------------------------------------------------------------- COORS (ADOLPH) COMPANY Ticker: RKY Security ID: 217016104 Meeting Date: OCT 3, 2003 Meeting Type: Special Record Date: AUG 25, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1 Change State of Incorporation from For Did Not Management Colorado to Delaware Vote 2 Adjourn Meeting For Did Not Management Vote - -------------------------------------------------------------------------------- CVS CORPORATION Ticker: CVS Security ID: 126650100 Meeting Date: MAY 12, 2004 Meeting Type: Annual Record Date: MAR 15, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director W. Don Cornwell For For Management 1.2 Elect Director Thomas P. Gerrity For For Management 1.3 Elect Director Stanley P. Goldstein For For Management 1.4 Elect Director Marian L. Heard For For Management 1.5 Elect Director William H. Joyce For For Management 1.6 Elect Director Terry R. Lautenbach For For Management 1.7 Elect Director Terrence Murray For For Management 1.8 Elect Director Sheli Z. Rosenberg For For Management 1.9 Elect Director Thomas M. Ryan For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Limit Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- GENERAL CABLE CORP. Ticker: BGC Security ID: 369300108 Meeting Date: MAY 11, 2004 Meeting Type: Annual Record Date: MAR 12, 2004 # Proposal Mgt Rec Vote Cast Sponsor Page 4 1.1 Elect Director Jeffrey Noddle For For Management 1.2 Elect Director John E. Welsh, III For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- GENERAL MOTORS CORP. Ticker: GM Security ID: 370442105 Meeting Date: JUN 2, 2004 Meeting Type: Annual Record Date: APR 5, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Percy N. Barnevik For For Management 1.2 Elect Director John H. Bryan For For Management 1.3 Elect Director Armando M. Codina For For Management 1.4 Elect Director George M.C. Fisher For For Management 1.5 Elect Director Karen Katen For For Management 1.6 Elect Director Kent Kresa For For Management 1.7 Elect Director Alan G. Lafley For For Management 1.8 Elect Director Philip A. Laskawy For For Management 1.9 Elect Director E.Stanley O'Neal For For Management 1.10 Elect Director Eckhard Pfeiffer For For Management 1.11 Elect Director G.Richard Wagoner, Jr. For For Management 2 Ratify Auditors For For Management 3 Prohibit Awards to Executives Against Against Shareholder 4 Prohibit Awards to Executives Against Against Shareholder 5 Separate Chairman and CEO Positions Against Against Shareholder 6 Limit Composition of Committees to Against Against Shareholder Independent Directors 7 Report on Greenhouse Gas Emissions Against Against Shareholder 8 Submit Severance Agreement Against For Shareholder (Change-in-Control) to Shareholder Vote 9 Establish Executive and Director Stock Against Against Shareholder Ownership Guidelines - -------------------------------------------------------------------------------- HARLEY-DAVIDSON, INC. Ticker: HDI Security ID: 412822108 Meeting Date: APR 24, 2004 Meeting Type: Annual Record Date: MAR 10, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Barry K. Allen For For Management 1.2 Elect Director Richard I. Beattie For For Management 2 Amend Executive Incentive Bonus Plan For For Management 3 Approve Omnibus Stock Plan For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- HEALTH MANAGEMENT ASSOCIATES, INC. Ticker: HMA Security ID: 421933102 Meeting Date: FEB 17, 2004 Meeting Type: Annual Record Date: DEC 19, 2003 # Proposal Mgt Rec Vote Cast Sponsor Page 5 1.1 Elect Director William J. Schoen For For Management 1.2 Elect Director Joseph V. Vumbacco For For Management 1.3 Elect Director Kent P. Dauten For For Management 1.4 Elect Director Donald E. Kiernan For For Management 1.5 Elect Director Robert A. Knox For For Management 1.6 Elect Director William E. Mayberry, M.D. For For Management 1.7 Elect Director William C. Steere, Jr. For For Management 1.8 Elect Director Randolph W. Westerfield, For For Management Ph.D. - -------------------------------------------------------------------------------- JPMORGAN CHASE & CO. Ticker: JPM Security ID: 46625H100 Meeting Date: MAY 25, 2004 Meeting Type: Annual Record Date: APR 2, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2.1 Elect Director Hans W. Becherer For For Management 2.2 Elect Director Frank A. Bennack, Jr. For For Management 2.3 Elect Director John H. Biggs For For Management 2.4 Elect Director Lawrence A. Bossidy For For Management 2.5 Elect Director Ellen V. Futter For For Management 2.6 Elect Director William H. Gray, III For For Management 2.7 Elect Director William B. Harrison, Jr For For Management 2.8 Elect Director Helene L. Kaplan For For Management 2.9 Elect Director Lee R. Raymond For For Management 2.10 Elect Director John R. Stafford For For Management 3 Ratify Auditors For For Management 4 Amend Executive Incentive Bonus Plan For For Management 5 Adjourn Meeting For Against Management 6 Establish Term Limits for Directors Against Against Shareholder 7 Charitable Contributions Against Against Shareholder 8 Political Contributions Against Against Shareholder 9 Separate Chairman and CEO Positions Against For Shareholder 10 Provide Adequate Disclosure for over the Against Against Shareholder counter Derivatives 11 Auditor Independence Against Against Shareholder 12 Submit Non-Employee Director Compensation Against Against Shareholder to Vote 13 Report on Pay Disparity Against Against Shareholder - -------------------------------------------------------------------------------- KERR-MCGEE CORP. Ticker: KMG Security ID: 492386107 Meeting Date: JUN 25, 2004 Meeting Type: Special Record Date: MAY 20, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management - -------------------------------------------------------------------------------- KERR-MCGEE CORP. Ticker: KMG Security ID: 492386107 Page 6 Meeting Date: MAY 11, 2004 Meeting Type: Annual Record Date: MAR 12, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William E. Bradford For For Management 1.2 Elect Director Luke R. Corbett For For Management 1.3 Elect Director David C Genever-Watling For For Management 1.4 Elect Director Farah M. Walters For For Management 2 Ratify Auditors For For Management 3 Establishment of an Office of the Board Against For Shareholder of Directors - -------------------------------------------------------------------------------- KFX INC. Ticker: KFX Security ID: 48245L107 Meeting Date: MAY 20, 2004 Meeting Type: Annual Record Date: MAR 31, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stanford M. Adelstein For For Management 1.2 Elect Director Mark S. Sexton For For Management 1.3 Elect Director Richard S. Spencer III For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- KING PHARMACEUTICALS INC. Ticker: KG Security ID: 495582108 Meeting Date: NOV 4, 2003 Meeting Type: Annual Record Date: SEP 5, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Earnest W. Deavenport, Jr. For For Management as Class II Director 1.2 Elect Director Elizabeth M. Greetham as For For Management Class II Director 1.3 Elect Director James R. Lattanzi as Class For For Management III Director 1.4 Elect Director Philip M. Pfeffer as Class For For Management II Director 1.5 Elect Director Ted G. Wood as Class I For For Management Director 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- KNIGHTSBRIDGE TANKERS LTD Ticker: VLCCF Security ID: G5299G106 Meeting Date: JUN 10, 2004 Meeting Type: Annual Record Date: MAY 14, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ola Lorentzon For For Management 1.2 Elect Director Tor Olav Troim For For Management 1.3 Elect Director Douglas C. Wolcott For For Management 1.4 Elect Director David M. White For For Management Page 7 1.5 Elect Director Timothy Counsell For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- L-3 COMMUNICATIONS HOLDINGS, INC. Ticker: LLL Security ID: 502424104 Meeting Date: APR 27, 2004 Meeting Type: Annual Record Date: MAR 19, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Claude R. Canizares For For Management 1.2 Elect Director Thomas A. Corcoran For For Management 1.3 Elect Director Alan H. Washkowitz For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- LIMITED BRANDS Ticker: LTD Security ID: 532716107 Meeting Date: MAY 17, 2004 Meeting Type: Annual Record Date: MAR 31, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Eugene M. Freedman For For Management 1.2 Elect Director V. Ann Hailey For For Management 1.3 Elect Director David T. Kollat For For Management 1.4 Elect Director Leslie H. Wexner For For Management 2 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- MAYTAG CORP. Ticker: MYG Security ID: 578592107 Meeting Date: MAY 13, 2004 Meeting Type: Annual Record Date: MAR 16, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Wayland R. Hicks For Withhold Management 1.2 Elect Director James A. McCaslin For For Management 1.3 Elect Director W. Ann Reynolds For Withhold Management 1.4 Elect Director Fred G. Steingraber For Withhold Management 2 Ratify Auditors For For Management 3 Amend Employee Stock Purchase Plan For For Management 4 Amend Articles For For Management 5 Declassify the Board of Directors Against For Shareholder 6 Submit Shareholder Rights Plan (Poison Against For Shareholder Pill) to Shareholder Vote - -------------------------------------------------------------------------------- MCG CAPITAL CORP Ticker: MCGC Security ID: 58047P107 Page 8 Meeting Date: MAY 19, 2004 Meeting Type: Annual Record Date: APR 13, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Norman W. Alpert For For Management 1.2 Elect Director Joseph H. Gleberman For Withhold Management 1.3 Elect Director Steven F. Tunney For Withhold Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- NORDIC AMERICAN TANKER SHIPP Ticker: NAT Security ID: G65773106 Meeting Date: MAR 15, 2004 Meeting Type: Special Record Date: JAN 9, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 TO SELL THE COMPANY S VESSELS AND For Against Management DISTRIBUTE THE PROCEEDS, OR, IN THE ALTERNATIVE, TO CONTINUE THE COMPANY IN BUSINESS. MARK THE FOR BOX TO VOTE TO SELL, MARK THE AGAINST BOX TO VOTE TO CONTINUE THE COMPANY IN BUSINESS. 2 TO AMEND THE COMPANY S BYE-LAWS. For For Management - -------------------------------------------------------------------------------- SANMINA-SCI CORP. Ticker: SANM Security ID: 800907107 Meeting Date: JAN 26, 2004 Meeting Type: Annual Record Date: DEC 1, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John C. Bolger For Did Not Management Vote 1.2 Elect Director Neil R. Bonke For Did Not Management Vote 1.3 Elect Director Randy W. Furr For Did Not Management Vote 1.4 Elect Director Mario M. Rosati For Did Not Management Vote 1.5 Elect Director A. Eugene Sapp, Jr. For Did Not Management Vote 1.6 Elect Director Wayne Shortridge For Did Not Management Vote 1.7 Elect Director Peter J. Simone For Did Not Management Vote 1.8 Elect Director Jure Sola For Did Not Management Vote 1.9 Elect Director Bernard V Vonderschmitt For Did Not Management Vote 1.10 Elect Director Jacqueline M. Ward For Did Not Management Vote 2 Ratify Auditors For Did Not Management Vote - -------------------------------------------------------------------------------- Page 9 TECHNOLOGY INVESTMENT CAPITAL CORP. Ticker: TICC Security ID: 878717305 Meeting Date: JUN 17, 2004 Meeting Type: Annual Record Date: APR 27, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Tonia L. Pankopf For For Management 2 Ratify Auditors For For Management 3 Approve Investment Advisory Agreement For For Management - -------------------------------------------------------------------------------- WELLS FARGO & COMPANY Ticker: WFC Security ID: 949746101 Meeting Date: APR 27, 2004 Meeting Type: Annual Record Date: MAR 9, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J.A. Blanchard III For For Management 1.2 Elect Director Susan E. Engel For For Management 1.3 Elect Director Enrique Hernandez, Jr. For For Management 1.4 Elect Director Robert L. Joss For For Management 1.5 Elect Director Reatha Clark King For For Management 1.6 Elect Director Richard M. Kovacevich For For Management 1.7 Elect Director Richard D. McCormick For For Management 1.8 Elect Director Cynthia H. Milligan For For Management 1.9 Elect Director Philip J. Quigley For For Management 1.10 Elect Director Donald B. Rice For Withhold Management 1.11 Elect Director Judith M. Runstad For Withhold Management 1.12 Elect Director Stephen W. Sanger For For Management 1.13 Elect Director Susan G. Swenson For For Management 1.14 Elect Director Michael W. Wright For Withhold Management 2 Approve Retirement Plan For For Management 3 Ratify Auditors For For Management 4 Expense Stock Options Against For Shareholder 5 Limit Executive Compensation Against Against Shareholder 6 Link Executive Compensation to Social Against Against Shareholder Issues 7 Report on Political Against Against Shareholder Contributions/Activities - -------------------------------------------------------------------------------- XL CAPITAL LTD (FORMERLY EXEL LTD. ) Ticker: XL Security ID: G98255105 Meeting Date: APR 30, 2004 Meeting Type: Annual Record Date: MAR 15, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect John Loudon, Robert S. Parker, and For Did Not Management Alan Z. Senter as Directors Vote 2 Appoint PricewaterhouseCoopers as For Did Not Management Auditors Vote 3 Transact Other Business (Non-Voting) None Did Not Management Vote Page 10