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: 811-8709
Western Asset High Income Fund II Inc.
(Exact name of registrant as specified in charter)
55 WATER STREET, NEW YORK, NEW YORK 10041
(Address of principal executive offices) (Zip code)
Robert I. Frenkel, Esq.
100 First Stamford Place, 7th Floor
Stamford, Connecticut 06902
(Name and address of agent for service)
Registrant’s telephone number, including area code: 1-888-777-0102
Date of fiscal year end: April 30
Date of reporting period: July 1, 2009–June 30, 2010
Item 1. Proxy Voting Record
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ICA File Number: 811-08709
Reporting Period: 07/01/2009 - 06/30/2010
Western Asset High Income Fund II Inc.
==================== WESTERN ASSET HIGH INCOME FUND II INC. ====================
GEORGIA GULF CORPORATION
Ticker: GGC Security ID: 373200302
Meeting Date: SEP 17, 2009 Meeting Type: Special
Record Date: AUG 17, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 To consider and vote upon an amendment FOR FOR Management
to our certificate of incorporation to
increase the number of authorized shares
of common stock from 3 million to 100
million
2 To consider and vote upon the 2009 FOR FOR Management
equity and performance incentive plan
providing for the issuance of up to
3,033,000 shares of common stock
--------------------------------------------------------------------------------
GEORGIA GULF CORPORATION
Ticker: GGC Security ID: 373200302
Meeting Date: MAY 18, 2010 Meeting Type: Annual
Record Date: MAR 26, 2010
# Proposal Mgt Rec Vote Cast Sponsor
1 To elect three directors to serve for a FOR FOR Management
term of three years
2 To approve an amendment to the FOR FOR Management
Company's certificate of incorporation,
as amended (the "Certificate") to
amend Article XV to remove the
requirement of plurality voting for
directors
3 To approve an amendment to Article FOR FOR Management
XV of the Certificate to declassify the
board of directors
4 To approve an amendment to Article FOR FOR Management
XV of the Certificate to remove the
requirement of a four-fifths stockholder
vote to repeal or amend such article
5 To ratify the appointment of Deloitte & FOR FOR Management
Touche LLP to serve as Georgia Gulf's
independent registered public
accounting firm for the year ending
December 31, 2010
6 To transact any other business as may Non-Voting Non-Voting Management
properly come before the meeting
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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.
WESTERN ASSET HIGH INCOME FUND II INC.
By:
/s/ R. Jay Gerken
R. Jay Gerken
Chairman, President and Chief Executive Officer of Western Asset High Income Fund II Inc.
Date: August 6, 2010