================================================================================ UNITED STATES 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 number 811-05639 Pacholder High Yield Fund, Inc. (Exact name of registrant as specified in charter) 270 Park Avenue, New York, NY 10017 (Address of principal executive offices) (Zip code) JPMorgan Funds Management, Inc., 270 Park Avenue, New York, NY 10017 (Name and address of agent for service) Registrant's telephone number, including area code: 1-877-217-9502 Date of fiscal year end: December 31 Date of reporting period: July 1, 2011 through June 30, 2012 ================================================================================ Item 1. Proxy Voting Record ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-05639 Reporting Period: 07/01/2011 - 06/30/2012 Pacholder High Yield Fund, Inc. ======================= Pacholder High Yield Fund, Inc. ======================== ABITIBIBOWATER INC. Ticker: ABH Security ID: 003687209 Meeting Date: MAY 23, 2012 Meeting Type: Annual Record Date: APR 03, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard B. Evans For For Management 1.2 Elect Director Richard D. Falconer For For Management 1.3 Elect Director Richard Garneau For For Management 1.4 Elect DirectorJeffrey A. Hearn For For Management 1.5 Elect Director Bradley P. Martin For For Management 1.6 Elect Director Alain Rheaume For For Management 1.7 Elect Director Michael S. Rousseau For For Management 1.8 Elect Director David H. Wilkins For For Management 2 Change Company Name For For Management 3 Ratify Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CAPMARK FINANCIAL GROUP INC. Ticker: CPMK Security ID: 140661109 Meeting Date: MAY 16, 2012 Meeting Type: Annual Record Date: MAR 19, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles H. Cremens For Withhold Management 1.2 Elect Director Eugene I. Davis For Withhold Management 1.3 Elect Director Thomas L. Fairfield For Withhold Management 1.4 Elect Director William C. Gallagher For Withhold Management 1.5 Elect Director Michael Hegarty For Withhold Management 1.6 Elect Director Thomas F. Maher For For Management 1.7 Elect Director John S. Poelker For Withhold Management 1.8 Elect Director Scott A. Schroepfer For For Management -------------------------------------------------------------------------------- GENERAL MARITIME CORPORATION Ticker: GMRRQ Security ID: 370290AF5 Meeting Date: APR 25, 2012 Meeting Type: Written Consent Record Date: FEB 28, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 The Plan-class 7a Claims None Did Not Vote Management 2 Opt Out Of The Release None Did Not Vote Management Provisions-class 7a Claims 3 The Plan-class 7b Claims None Did Not Vote Management 4 Opt Out Of The Release None Did Not Vote Management Provisions-class 7b Claims -------------------------------------------------------------------------------- GENERAL MARITIME CORPORATION Ticker: GMRRQ Security ID: 370290AF5 Meeting Date: APR 25, 2012 Meeting Type: Written Consent Record Date: MAR 29, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 The Plan For For Management 2 Opt Out Of The Release Provisions For Abstain Management -------------------------------------------------------------------------------- GENERAL MOTORS COMPANY Ticker: GM Security ID: 37045V100 Meeting Date: JUN 12, 2012 Meeting Type: Annual Record Date: APR 13, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Daniel F. Akerson For For Management 2 Elect Director David Bonderman For Against Management 3 Elect Director Erroll B. Davis, Jr. For For Management 4 Elect Director Stephen J. Girsky For For Management 5 Elect Director E. Neville Isdell For For Management 6 Elect Director Robert D. Krebs For For Management 7 Elect Director Philip A. Laskawy For Against Management 8 Elect Director Kathryn V. Marinello For For Management 9 Elect Director James J. Mulva For For Management 10 Elect Director Patricia F. Russo For For Management 11 Elect Director Thomas M. Schoewe For For Management 12 Elect Director Carol M. Stephenson For For Management 13 Elect Director Theodore M. Solso For For Management 14 Elect Director Cynthia A. Telles For For Management 15 Ratify Auditors For For Management 16 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- GENON ENERGY, INC. Ticker: GEN Security ID: 37244E107 Meeting Date: MAY 09, 2012 Meeting Type: Annual Record Date: MAR 12, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director E. Spencer Abraham For For Management 2 Elect Director Terry G. Dallas For For Management 3 Elect Director Thomas H. Johnson For For Management 4 Elect Director Steven L. Miller For For Management 5 Elect Director Elizabeth A. Moler For For Management 6 Elect Director Edward R. Muller For For Management 7 Elect Director Robert C. Murray For For Management 8 Elect Director Laree E. Perez For For Management 9 Elect Director Evan J. Silverstein For For Management 10 Elect Director William L. Thacker For For Management 11 Ratify Auditors For For Management 12 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 13 Adopt Quantitative Goals for GHG and Against For Shareholder Other Air Emissions -------------------------------------------------------------------------------- LYONDELLBASELL INDUSTRIES N.V. Ticker: LYB Security ID: N53745100 Meeting Date: MAY 09, 2012 Meeting Type: Annual Record Date: APR 11, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Robin Buchanan as Class II For For Management Director to the Supervisory Board 1b Elect Stephen F. Cooper as Class II For For Management Director to the Supervisory Board 1c Elect Robert G. Gwin as Class II For For Management Director to the Supervisory Board 1d Elect Marvin O. Schlanger as Class II For For Management Director to the Supervisory Board 2 Approve Financial Statements and For For Management Statutory Reports 3 Approve Discharge of Management Board For For Management 4 Approve Discharge of Supervisory Board For For Management 5 Ratify PricewaterhouseCoopers as For For Management Auditors 6 Ratify PricewaterhouseCoopers as For For Management Auditors 7 Approve Remuneration of Supervisory For Against Management Board 8 Approve Dividends of USD 0.25 Per Share For For Management 9 Approve Remuneration Report Containing For For Management Remuneration Policy for Management Board Members 10 Amend Omnibus Stock Plan For For Management 11 Approve Qualified Employee Stock For For Management Purchase Plan -------------------------------------------------------------------------------- MAGNACHIP SEMICONDUCTOR CORPORATION Ticker: MX Security ID: 55933J203 Meeting Date: MAY 30, 2012 Meeting Type: Annual Record Date: APR 12, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ilbok Lee For For Management 1.2 Elect Director R. Douglas Norby For Withhold Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency Three One Year Management Years 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- NEBRASKA BOOK COMPANY INC Ticker: - - Security ID: 639579AF8 Meeting Date: MAY 21, 2012 Meeting Type: Written Consent Record Date: APR 05, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 The Plan For For Management 2 Elect To Opt Out Of The Release For Abstain Management Provisions -------------------------------------------------------------------------------- NEBRASKA BOOK COMPANY INC Ticker: - - Security ID: 639579AJ0 Meeting Date: MAY 21, 2012 Meeting Type: Written Consent Record Date: APR 05, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 The Plan For For Management 2 Elect To Opt Out Of The Release For Abstain Management Provisions -------------------------------------------------------------------------------- QUAD/GRAPHICS, INC. Ticker: QUAD Security ID: 747301109 Meeting Date: MAY 14, 2012 Meeting Type: Annual Record Date: MAR 23, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William J. Abraham, Jr. For Withhold Management 1.2 Elect Director Douglas P. Buth For For Management 1.3 Elect Director Christopher B. Harned For Withhold Management 1.4 Elect Director Betty Ewens Quadracci For Withhold Management 1.5 Elect Director J. Joel Quadracci For Withhold Management 1.6 Elect Director Thomas O. Ryder For For Management 1.7 Elect Director John S. Shiely For For Management 2 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- SEVAN MARINE ASA Ticker: SEVAN Security ID: R776D4AD5 Meeting Date: AUG 05, 2011 Meeting Type: Bondholder Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Summons For Did Not Vote Management 2 Approve Agenda For Did Not Vote Management 3 Elect Minutes Keepers For Did Not Vote Management 4 Concent to Board's Proposals Regarding For Did Not Vote Management Restructuring of Loans -------------------------------------------------------------------------------- SEVAN MARINE ASA Ticker: SEVAN Security ID: R776D4AD5 Meeting Date: NOV 10, 2011 Meeting Type: Bondholder Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Summons For Did Not Vote Management 2 Approve Agenda For Did Not Vote Management 3 Elect Minutes Keepers For Did Not Vote Management 4 Approve Proposals and Specific For Did Not Vote Management Resolutions -------------------------------------------------------------------------------- SPANISH BROADCASTING SYSTEM, INC. Ticker: SBSA Security ID: 846425841 Meeting Date: JUN 07, 2012 Meeting Type: Annual Record Date: APR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Raul Alarcon For Withhold Management 1.2 Elect Director Joseph A. Garcia For Withhold Management 1.3 Elect Director Manuel E. Machado For For Management 1.4 Elect Director Jason L. Shrinsky For For Management 1.5 Elect Director Jose A. Villamil For For Management 1.6 Elect Director Mitchell A. Yelen For For Management -------------------------------------------------------------------------------- STRATUS TECHNOLOGIES BERMUDA LTD. Ticker: - - Security ID: 894992C95 Meeting Date: AUG 05, 2011 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For Did Not Vote Management Statutory Reports (Voting) 2 Ratify PricewaterhouseCoopers as For Did Not Vote Management Auditors 3 Fix Number of Directors at 15 For Did Not Vote Management 4 Elect Directors (Bundled) For Did Not Vote Management 5 Authorize Board to Fill Vacancies For Did Not Vote Management 6 Elect Alternate Directors For Did Not Vote Management -------------------------------------------------------------------------------- STRATUS TECHNOLOGIES BERMUDA LTD. Ticker: - - Security ID: 899991129 Meeting Date: AUG 05, 2011 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For Did Not Vote Management Statutory Reports (Voting) 2 Ratify PricewaterhouseCoopers as For Did Not Vote Management Auditors 3 Fix Number of Directors at 15 For Did Not Vote Management 4 Elect Directors (Bundled) For Did Not Vote Management 5 Authorize Board to Fill Vacancies For Did Not Vote Management 6 Elect Alternate Directors For Did Not Vote Management -------------------------------------------------------------------------------- STRATUS TECHNOLOGIES BERMUDA LTD. Ticker: - - Security ID: 894992C95 Meeting Date: AUG 05, 2011 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Acknowledge Proper Convening of Meeting For Did Not Vote Management 2 Accept Financial Statements and For Did Not Vote Management Statutory Reports (Voting) 3 Appoint PricewaterhouseCoopers as For Did Not Vote Management Auditors 4 Fix Number of Directors at 15 (Fifteen) For Did Not Vote Management 5 Approve Appointment of Directors and For Did Not Vote Management Officers 6 Authorize Board to Ratify and Execute For Did Not Vote Management Approved Resolutions -------------------------------------------------------------------------------- STRATUS TECHNOLOGIES BERMUDA LTD. Ticker: - - Security ID: 899991129 Meeting Date: AUG 05, 2011 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Acknowledge Proper Convening of Meeting For Did Not Vote Management 2 Accept Financial Statements and For Did Not Vote Management Statutory Reports (Voting) 3 Appoint PricewaterhouseCoopers as For Did Not Vote Management Auditors 4 Fix Number of Directors at 15 (Fifteen) For Did Not Vote Management 5 Approve Appointment of Directors and For Did Not Vote Management Officers 6 Authorize Board to Ratify and Execute For Did Not Vote Management Approved Resolutions -------------------------------------------------------------------------------- U.S. CONCRETE, INC. Ticker: USCR Security ID: 90333L201 Meeting Date: AUG 16, 2011 Meeting Type: Annual Record Date: JUN 07, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Eugene I. Davis For Withhold Management 1.2 Elect Director Michael W. Harlan For For Management 1.3 Elect Director Kurt M. Cellar For For Management 1.4 Elect Director Michael D. Lundin For For Management 1.5 Elect Director Robert M. Rayner For For Management 1.6 Elect Director Colin M. Sutherland For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- U.S. CONCRETE, INC. Ticker: USCR Security ID: 90333L201 Meeting Date: MAY 07, 2012 Meeting Type: Annual Record Date: MAR 13, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Eugene I. Davis For Withhold Management 1.2 Elect Director William J. Sandbrook For For Management 1.3 Elect Director Kurt M. Cellar For Withhold Management 1.4 Elect Director Michael D. Lundin For For Management 1.5 Elect Director Robert M. Rayner For For Management 1.6 Elect Director Colin M. Sutherland For For Management 1.7 Elect Director Theodore P. Rossi For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- UNISYS CORPORATION Ticker: UIS Security ID: 909214306 Meeting Date: MAY 01, 2012 Meeting Type: Annual Record Date: MAR 02, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director J. Edward Coleman For For Management 2 Elect Director Alison Davis For For Management 3 Elect Director Nathaniel A. Davis For For Management 4 Elect Director James J. Duderstadt For For Management 5 Elect Director Henry C. Duques For For Management 6 Elect Director Matthew J. Espe For For Management 7 Elect Director Denise K. Fletcher For For Management 8 Elect Director Leslie F. Kenne For For Management 9 Elect Director Lee D. Roberts For For Management 10 Elect Director Paul E. Weaver For For Management 11 Ratify Auditors For For Management 12 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation ========== 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. (Registrant) Pacholder High Yield Fund, Inc. ----------------------------------------------------------------- By (Signature and Title) \s\ Patricia A. Maleski ------------------------------------------------------ Patricia A. Maleski, President and Principal Executive Officer Date August 29, 2012 ------------------------------------------------------------------------, Pursuant to the requirements of the Investment Company Act of 1940, this report has been signed below by the principal executive officer on behalf of the registrant and on the date indicated. By (Signature and Title \s\ Patricia A. Maleski ------------------------------------------------------- Patricia A. Maleski, President and Principal Executive Officer Date August 29, 2012 ------------------------------------------------------------------------, * Print the name and title of each signing officer under his or her signature.