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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-PX
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ANNUAL REPORT OF PROXY VOTING RECORD OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-03732
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MFS VARIABLE INSURANCE TRUST II
(Exact name of registrant as specified in charter)
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111 Huntington Avenue, Boston, Massachusetts 02199
(Address of principal executive offices) (Zip code)
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Susan S. Newton
Massachusetts Financial Services Company
111 Huntington Avenue
Boston, Massachusetts 02199
(Name and address of agents for service)
Registrant's telephone number, including area code: (617) 954-5000
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Date of fiscal year end: December 31
Date of reporting period: July 1, 2013 - August 16, 2013*
* The MFS Total Return Portfolio, a series of the Registrant, reorganized into
the MFS Total Return Series, a series of MFS Variable Insurance Trust
("VIT"), on 08/16/2013. The Reporting Period for the MFS Total Return
Portfolio is 07/01/2013 - 08/16/2013.
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ITEM 1. PROXY VOTING RECORD.
******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-03732
Reporting Period: 07/01/2013 - 08/16/2013
MFS Variable Insurance Trust II
========= MFS Variable Insurance Trust II - MFS Total Return Portfolio =========
CA, INC.
Ticker: CA Security ID: 12673P105
Meeting Date: JUL 31, 2013 Meeting Type: Annual
Record Date: JUN 06, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1A Elect Director Jens Alder For For Management
1B Elect Director Raymond J. Bromark For For Management
1C Elect Director Gary J. Fernandes For For Management
1D Elect Director Michael P. Gregoire For For Management
1E Elect Director Rohit Kapoor For For Management
1F Elect Director Kay Koplovitz For For Management
1G Elect Director Christopher B. Lofgren For For Management
1H Elect Director Richard Sulpizio For For Management
1I Elect Director Laura S. Unger For For Management
1J Elect Director Arthur F. Weinbach For For Management
1K Elect Director Renato (Ron) Zambonini For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Amend Shareholder Rights Plan (Poison For For Management
Pill)
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MICROCHIP TECHNOLOGY INCORPORATED
Ticker: MCHP Security ID: 595017104
Meeting Date: AUG 16, 2013 Meeting Type: Annual
Record Date: JUN 20, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Steve Sanghi For For Management
1.2 Elect Director Matthew W. Chapman For For Management
1.3 Elect Director L.B. Day For For Management
1.4 Elect Director Albert J. Hugo-Martinez For For Management
1.5 Elect Director Wade F. Meyercord For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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PRECISION CASTPARTS CORP.
Ticker: PCP Security ID: 740189105
Meeting Date: AUG 13, 2013 Meeting Type: Annual
Record Date: JUN 11, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Mark Donegan For For Management
1.2 Elect Director Daniel J. Murphy For For Management
1.3 Elect Director Vernon E. Oechsle For For Management
1.4 Elect Director Ulrich Schmidt For For Management
1.5 Elect Director Richard L. Wambold For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Amend Omnibus Stock Plan For For Management
5 Adopt Majority Voting for Uncontested For For Management
Election of Directors
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THE J. M. SMUCKER COMPANY
Ticker: SJM Security ID: 832696405
Meeting Date: AUG 14, 2013 Meeting Type: Annual
Record Date: JUN 17, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Kathryn W. Dindo For For Management
1b Elect Director Robert B. Heisler, Jr. For For Management
1c Elect Director Richard K. Smucker For For Management
1d Elect Director Paul Smucker Wagstaff For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Increase Authorized Common Stock For For Management
5 Declassify the Board of Directors For For Management
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VODAFONE GROUP PLC
Ticker: VOD Security ID: G93882135
Meeting Date: JUL 23, 2013 Meeting Type: Annual
Record Date: JUL 19, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1 Accept Financial Statements and For For Management
Statutory Reports
2 Re-elect Gerard Kleisterlee as Director For For Management
3 Re-elect Vittorio Colao as Director For For Management
4 Re-elect Andy Halford as Director For For Management
5 Re-elect Stephen Pusey as Director For For Management
6 Re-elect Renee James as Director For For Management
7 Re-elect Alan Jebson as Director For For Management
8 Re-elect Samuel Jonah as Director For For Management
9 Elect Omid Kordestani as Director For For Management
10 Re-elect Nick Land as Director For For Management
11 Re-elect Anne Lauvergeon as Director For For Management
12 Re-elect Luc Vandevelde as Director For For Management
13 Re-elect Anthony Watson as Director For For Management
14 Re-elect Philip Yea as Director For For Management
15 Approve Final Dividend For For Management
16 Approve Remuneration Report For For Management
17 Reappoint Deloitte LLP as Auditors For For Management
18 Authorise the Audit and Risk Committee For For Management
to Fix Remuneration of Auditors
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19 Authorise Issue of Equity with For For Management
Pre-emptive Rights
20 Authorise Issue of Equity without For For Management
Pre-emptive Rights
21 Authorise Market Purchase of Ordinary For For Management
Shares
22 Authorise EU Political Donations and For For Management
Expenditure
23 Authorise the Company to Call EGM with For For Management
Two Weeks' Notice
========== END NPX REPORT
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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: MFS VARIABLE INSURANCE TRUST II
By (Signature and Title): JOHN M. CORCORAN*
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John M. Corcoran, Principal Executive
Officer & President
Date: November 21, 2013
*By (Signature and Title) /s/ Susan S. Newton
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Susan S. Newton, as attorney-in-fact
* Executed by Susan S. Newton on behalf of John M. Corcoran pursuant to a
Power of Attorney dated July 8th, 2013. (1)
(1) Incorporated by reference to MFS Municipal Series Trust (File Nos. 2-92915
and 811-4096) Post-Effective Amendment No. 56 filed with the SEC via EDGAR
on July 26, 2013.