================================================================================ 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 811-08399 ----------------- PIMCO VARIABLE INSURANCE TRUST (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) ----------------- 840 NEWPORT CENTER DRIVE, NEWPORT BEACH, CA 92660 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) BRENT R. HARRIS PACIFIC INVESTMENT MANAGEMENT COMPANY LLC 840 NEWPORT CENTER DRIVE NEWPORT BEACH, CA 92660 (NAME AND ADDRESS OF AGENT FOR SERVICE) COPIES TO: BRENDAN FOX DECHERT LLP 1775 I STREET, N.W. WASHINGTON, D.C. 20006 REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 1-800-927-4648 DATE OF FISCAL YEAR END: DECEMBER 31 DATE OF REPORTING PERIOD: JULY 1, 2011 - JUNE 30, 2012 ================================================================================ ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-08399 Reporting Period: 07/01/2011 - 06/30/2012 PIMCO Variable Insurance Trust ========================== PIMCO All Asset Portfolio =========================== PIMCO EQS PATHFINDER INST Ticker: Security ID: 72201T102 Meeting Date: OCT 24, 2011 Meeting Type: Special Record Date: SEP 15, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Allan B. Hubbard For For Management 1.2 Elect Director Neel T. Kashkari For For Management 1.3 Elect Director Peter B. McCarthy For For Management -------------------------------------------------------------------------------- PIMCO EQS PATHFINDER INST Ticker: Security ID: 72201T102 Meeting Date: OCT 24, 2011 Meeting Type: Special Record Date: SEP 15, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Allan B. Hubbard For Withhold Management 1.2 Elect Director Neel T. Kashkari For Withhold Management 1.3 Elect Director Peter B. McCarthy For Withhold Management =============== PIMCO CommodityRealReturn(R) Strategy Portfolio ================ There is no proxy voting activity for the fund, as the fund did not hold any votable positions during the reporting period. ==================== PIMCO Emerging Markets Bond Portfolio ===================== There is no proxy voting activity for the fund, as the fund did not hold any votable positions during the reporting period. ============== PIMCO Foreign Bond Portfolio (U.S. Dollar-Hedged) =============== DG FUNDING TRUST Ticker: Security ID: 23324D201 Meeting Date: AUG 11, 2011 Meeting Type: Written Consent Record Date: JUL 29, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 To Provide Consent To The Proposed For For Management Amendments -------------------------------------------------------------------------------- JLOC 36 LLC Ticker: Security ID: 466279AA4 Meeting Date: OCT 05, 2011 Meeting Type: Bondholder Record Date: SEP 15, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Bondholder Proposal: Allow Borrower For For Management of JCA IV Loan and Borrower of JCA VI Loan to Pay Fees to Asset Managers and to Replace Asset Managers, Each with Consent of Trustee Pursuant to Trust Deed =================== PIMCO Foreign Bond Portfolio (Unhedged) ==================== RMAC SECURITIES NO.1 PLC Ticker: Security ID: G7604CBK6 Meeting Date: FEB 22, 2012 Meeting Type: Bondholder Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Authorise Series Note Trustee to Amend For For Management Clause 24.1 and Waive Any Breach of Terms of the Series Liquidity Facility Agreement; Sanction Variation of Noteholders' Rights; Discharge Series Note Trustee from Any and All Liability -------------------------------------------------------------------------------- RMAC SECURITIES NO.1 PLC Ticker: Security ID: G7604EAA5 Meeting Date: FEB 23, 2012 Meeting Type: Bondholder Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Sanction the Downgrade of the Credit For For Management Rating of RBS by Fitch Ratings; Waive the Provisions of Clause 24.1 and Any Breach of Terms of the Sterling Liquidity Facility Agreement; Sanction Abrogation of Noteholders' Rights; Discharge Trustee from Any Liability ============== PIMCO Global Advantage(R) Strategy Bond Portfolio =============== There is no proxy voting activity for the fund, as the fund did not hold any votable positions during the reporting period. ==================== PIMCO Global Bond Portfolio (Unhedged) ==================== DG FUNDING TRUST Ticker: Security ID: 23324D201 Meeting Date: AUG 11, 2011 Meeting Type: Written Consent Record Date: JUL 29, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 To Provide Consent To The Proposed For For Management Amendments ================ PIMCO Global Diversified Allocation Portfolio ================= There is no proxy voting activity for the fund, as the fund did not hold any votable positions during the reporting period. ============ PIMCO Global Multi-Asset Managed Volatility Portfolio ============= There is no proxy voting activity for the fund, as the fund did not hold any votable positions during the reporting period. ====================== PIMCO Global Multi-Asset Portfolio ====================== PIMCO EQS PATHFINDER INST Ticker: Security ID: 72201T102 Meeting Date: OCT 24, 2011 Meeting Type: Special Record Date: SEP 15, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Allan B. Hubbard For For Management 1.2 Elect Director Neel T. Kashkari For For Management 1.3 Elect Director Peter B. McCarthy For For Management -------------------------------------------------------------------------------- PIMCO EQS PATHFINDER INST Ticker: Security ID: 72201T102 Meeting Date: OCT 24, 2011 Meeting Type: Special Record Date: SEP 15, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Allan B. Hubbard For Withhold Management 1.2 Elect Director Neel T. Kashkari For Withhold Management 1.3 Elect Director Peter B. McCarthy For Withhold Management -------------------------------------------------------------------------------- PIMCO EQS EMERGING MARKETS INST Ticker: Security ID: 72201T839 Meeting Date: OCT 24, 2011 Meeting Type: Special Record Date: SEP 15, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Allan B. Hubbard For For Management 1.2 Elect Director Neel T. Kashkari For For Management 1.3 Elect Director Peter B. McCarthy For For Management -------------------------------------------------------------------------------- PIMCO EQS EMERGING MARKETS INST Ticker: Security ID: 72201T839 Meeting Date: OCT 24, 2011 Meeting Type: Special Record Date: SEP 15, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Allan B. Hubbard For Withhold Management 1.2 Elect Director Neel T. Kashkari For Withhold Management 1.3 Elect Director Peter B. McCarthy For Withhold Management ========================== PIMCO High Yield Portfolio ========================== DEX ONE CORPORATION Ticker: DEXO Security ID: 25212W100 Meeting Date: MAY 08, 2012 Meeting Type: Annual Record Date: MAR 15, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Jonathan B. Bulkeley For For Management 2 Elect Director Eugene I. Davis For For Management 3 Elect Director Richard L. Kuersteiner For For Management 4 Elect Director W. Kirk Liddell For For Management 5 Elect Director Mark A. McEachen For For Management 6 Elect Director Alfred T. Mockett For For Management 7 Elect Director Alan F. Schultz For For Management 8 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 9 Ratify Auditors For For Management -------------------------------------------------------------------------------- THE ROYAL BANK OF SCOTLAND GROUP PLC Ticker: RBS Security ID: 780097AU5 Meeting Date: MAY 30, 2012 Meeting Type: Annual Record Date: APR 20, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Elect Alison Davis as Director For For Management 4 Elect Tony Di Iorio as Director For For Management 5 Elect Baroness Noakes as Director For For Management 6 Re-elect Sandy Crombie as Director For For Management 7 Re-elect Philip Hampton as Director For For Management 8 Re-elect Stephen Hester as Director For For Management 9 Re-elect Penny Hughes as Director For For Management 10 Re-elect Joe MacHale as Director For For Management 11 Re-elect Brendan Nelson as Director For For Management 12 Re-elect Art Ryan as Director For For Management 13 Re-elect Bruce Van Saun as Director For For Management 14 Re-elect Philip Scott as Director For For Management 15 Reappoint Deloitte LLP as Auditors For For Management 16 Authorise the Group Audit Committee to For For Management Fix Remuneration of Auditors 17 Authorise Issue of Equity with For For Management Pre-emptive Rights 18 Authorise Issue of Equity without For For Management Pre-emptive Rights 19 Approve Sub-division and Consolidation For For Management of Ordinary Shares 20 Amend Articles of Association Re: For For Management Deferred Shares 21 Authorise Issue of Equity with For For Management Pre-emptive Rights to Convert B Shares Into Ordinary Shares 22 Authorise Issue of Equity without For For Management Pre-emptive Rights to Convert B Shares Into Ordinary Shares 23 Amend 2007 Sharesave Plan and 2007 For For Management Irish Sharesave Plan 24 Authorise the Company to Call EGM with For For Management Two Weeks' Notice 25 Approve EU Political Donations and For For Management Expenditure ================== PIMCO Long-Term U.S. Government Portfolio =================== There is no proxy voting activity for the fund, as the fund did not hold any votable positions during the reporting period. ========================= PIMCO Low Duration Portfolio ========================= DG FUNDING TRUST Ticker: Security ID: 23324D201 Meeting Date: AUG 11, 2011 Meeting Type: Written Consent Record Date: JUL 29, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 To Provide Consent To The Proposed For For Management Amendments ========================= PIMCO Money Market Portfolio ========================= There is no proxy voting activity for the fund, as the fund did not hold any votable positions during the reporting period. ========================= PIMCO Real Return Portfolio ========================== There is no proxy voting activity for the fund, as the fund did not hold any votable positions during the reporting period. ========================== PIMCO Short-Term Portfolio ========================== There is no proxy voting activity for the fund, as the fund did not hold any votable positions during the reporting period. ========================= PIMCO Total Return Portfolio ========================= DG FUNDING TRUST Ticker: Security ID: 23324D201 Meeting Date: AUG 11, 2011 Meeting Type: Written Consent Record Date: JUL 29, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 To Provide Consent To The Proposed For For Management Amendments ======================== PIMCO Unconstrained Bond Fund ========================= There is no proxy voting activity for the fund, as the fund did not hold any votable positions during the reporting period. ========== 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. PIMCO Variable Insurance Trust By: /s/ Brent R. Harris Brent R. Harris, President and Chairman of the Board, Principal Executive Officer Date: August 16, 2012