******************************* FORM N-Px REPORT *******************************

ICA File Number: 811-08709
Reporting Period: 07/01/2014 - 06/30/2015
Western Asset High Income Fund II Inc.









==================== Western Asset High Income Fund II Inc. ====================


CITIGROUP INC

Ticker:       C              Security ID:  172967424
Meeting Date: APR 28, 2015   Meeting Type: ANNUAL
Record Date:  FEB 27, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A.   Election of Directors - Michael L.      FOR       FOR          Management
      Corbat
1B.   Election of Directors - Duncan P.       FOR       FOR          Management
      Hennes
1C.   Election of Directors - Peter B. Henry  FOR       FOR          Management
1D.   Election of Directors - Franz B. Humer  FOR       FOR          Management
1E.   Election of Directors - Michael E.      FOR       FOR          Management
      O'Neill
1F.   Election of Directors -  Gary M. Reiner FOR       FOR          Management
1G.   Election of Directors - Judith Rodin    FOR       FOR          Management
1H.   Election of Directors - Anthony M.      FOR       FOR          Management
      Santomero
1I.   Election of Directors - Joan E. Spero   FOR       FOR          Management
1J.   Election of Directors - Diana. L.       FOR       FOR          Management
      Taylor
1K.   Election of Directors - William S.      FOR       FOR          Management
      Thompson, Jr.
1L.   Election of Directors - James S. Turley FOR       FOR          Management
1M.   Election of Directors - Ernesto         FOR       FOR          Management
      Zedillo Ponce de leon
2     PROPOSAL TO RATIFY THE SELECTION OF     FOR       FOR          Management
      KPMG LLP AS CITI'S INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM FOR
      2015
3     ADVISORY APPROVAL OF CITI'S 2014        FOR       FOR          Management
      EXECUTIVE COMPENSATION
4     APPROVAL OF AN AMENDMENT TO THE         FOR       FOR          Management
      CITIGROUP 2014 STOCK INCENTIVE PLAN
      AUTHORIZING ADDITIONAL SHARES
5     STOCKHOLDER PROPOSAL REQUESTING PROXY   FOR       FOR          Management
      ACCESS FOR SHAREHOLDERS
6     STOCKHOLDER PROPOSAL REQUESTING A       AGAINST   AGAINST      Management
      REPORT ON LOBBYING AND GRASSROOTS
      LOBBYING CONTRIBUTIONS
7     STOCKHOLDER PROPOSAL REQUESTING AN      AGAINST   AGAINST      Management
      AMENDMENT TO THE GENERAL CLAWBACK
      POLICY
8     STOCKHOLDER PROPOSAL REQUESTING A       AGAINST   AGAINST      Management
      BY-LAW AMENDMENT TO EXCLUDE FROM THE
      BOARD OF DIRECTORS' AUDIT COMMITTEE
      ANY DIRECTOR WHO WAS A DIRECTOR AT A
      PUBLIC COMPANY WHILE THAT COMPANY
      FILED FOR REORGANIZATION UNDER CHAPTER
      11
9     STOCKHOLDER PROPOSAL REQUESTING A       AGAINST   AGAINST      Management
      REPORT REGARDING THE VESTING OF
      EQUITY-BASED AWARDS FOR SENIOR
      EXECUTIVES DUE TO A VOLUNTARY
      RESIGNATION TO ENTER GOVERNMENT SERVICE


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FORD MOTOR COMPANY

Ticker:       F              Security ID:  345370860
Meeting Date: MAY 14, 2015   Meeting Type: ANNUAL
Record Date:  MAR 17, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A.   Election of Directors - Stephen G.      FOR       ABSTAIN      Management
      Butler
1B.   Election of Directors - Kimberly A.     FOR       ABSTAIN      Management
      Casiano
1C.   Election of Directors - Anthony F.      FOR       ABSTAIN      Management
      Earley, Jr.
1D.   Election of Directors - Mark Fields     FOR       ABSTAIN      Management
1E.   Election of Directors Edsel B. Ford II  FOR       ABSTAIN      Management
1F.   Election of Directors - William Clay    FOR       ABSTAIN      Management
      Ford, Jr.
1G.   Election of Directors - James P.        FOR       ABSTAIN      Management
      Hackett
1H.   Election of Directors - James H.        FOR       ABSTAIN      Management
      Hance, Jr.
1I.   Election of Directors - William W.      FOR       ABSTAIN      Management
      Helman IV
1J.   Election of Directors - Jon M.          FOR       ABSTAIN      Management
      Huntsman, Jr.
1K.   Election of Directors - William E.      FOR       ABSTAIN      Management
      Kennard
1L.   Election of Directors - John C.         FOR       ABSTAIN      Management
      Lechleiter
1M.   Election of Directors - Ellen R. Marram FOR       ABSTAIN      Management
1N.   Election of Directors - Gerald L.       FOR       ABSTAIN      Management
      Shaheen
1O.   Election of Directors - John L.         FOR       ABSTAIN      Management
      Thornton
2     Ratify Appointment of Independent       FOR       ABSTAIN      Management
      Auditors
3     Say on Pay - An advisory vote to        FOR       ABSTAIN      Management
      approve the compensation of the named
      executives
4     Relating to consideration of a          AGAINST   ABSTAIN      Shareholder
      recapitalization plan to provide that
      all of the company's outstanding stock
      have one vote per share
5     Relating to allowing holders of 20% of  AGAINST   ABSTAIN      Shareholder
      outstanding common stock to call
      special meetings of shareholders


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GENERAL MOTORS CO

Ticker:       GM             Security ID:  37045V100
Meeting Date: JUN 09, 2015   Meeting Type: ANNUAL
Record Date:  APR 10, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A.   ELECTION OF DIRECTOR: JOSEPH J. ASHTON  FOR       FOR          Management
1B.   ELECTION OF DIRECTOR: MARY T. BARRA     FOR       FOR          Management
1C.   ELECTION OF DIRECTOR: STEPHEN J. GIRSKY FOR       FOR          Management
1D.   ELECTION OF DIRECTOR: LINDA R. GOODEN   FOR       FOR          Management
1E.   ELECTION OF DIRECTOR: JOSEPH JIMENEZ,   FOR       FOR          Management
      JR.
1F.   ELECTION OF DIRECTOR: KATHRYN V.        FOR       FOR          Management
      MARINELLO
1G.   ELECTION OF DIRECTOR: MICHAEL G. MULLEN FOR       FOR          Management
1H.   ELECTION OF DIRECTOR: JAMES J. MULVA    FOR       FOR          Management
1I.   ELECTION OF DIRECTOR: PATRICIA F. RUSSO FOR       FOR          Management
1J.   ELECTION OF DIRECTOR: THOMAS M. SCHOEWE FOR       FOR          Management
1K.   ELECTION OF DIRECTOR: THEODORE M. SOLSO FOR       FOR          Management
1L.   ELECTION OF DIRECTOR: CAROL M.          FOR       FOR          Management
      STEPHENSON
2     RATIFICATION OF THE SELECTION OF        FOR       FOR          Management
      DELOITTE & TOUCHE LLP AS GM'S
      INDEPENDENT REGISTERED PUBLIC
      ACCOUNTING FIRM FOR 2015
3     ADVISORY VOTE TO APPROVE EXECUTIVE      FOR       FOR          Management
      COMPENSATION
4     INDEPENDENT BOARD CHAIRMAN              AGAINST   AGAINST      Shareholder
5     CUMULATIVE VOTING                       AGAINST   AGAINST      Shareholder


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HORIZON LINES INC

Ticker:       HRZL           Security ID:  44044K309
Meeting Date: FEB 25, 2015   Meeting Type: CONSENT
Record Date:  JAN 27, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Merger Agreement                FOR       FOR          Management
2     14A Extraordinary Transaction           FOR       FOR          Management
      Executive Compensation
3     Approve Motion to Adjourn Meeting       FOR       FOR          Management


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JPMORGAN CHASE & CO

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 19, 2015   Meeting Type: ANNUAL
Record Date:  MAR 20, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A.   ELECTION OF DIRECTOR: LINDA B. BAMMANN  For       For          Management
1B.   ELECTION OF DIRECTOR: JAMES A. BELL     For       For          Management
1C.   ELECTION OF DIRECTOR: CRANDALL C.       For       For          Management
      BOWLES
1D.   ELECTION OF DIRECTOR: STEPHEN B. BURKE  For       For          Management
1E.   ELECTION OF DIRECTOR: JAMES S. CROWN    For       For          Management
1F.   ELECTION OF DIRECTOR: JAMES DIMON       For       For          Management
1G.   ELECTION OF DIRECTOR: TIMOTHY P. FLYNN  For       For          Management
1H.   ELECTION OF DIRECTOR: LABAN P.          For       For          Management
      JACKSON, JR.
1I.   ELECTION OF DIRECTOR: MICHAEL A. NEAL   For       For          Management
1J.   ELECTION OF DIRECTOR: LEE R. RAYMOND    For       For          Management
1K.   ELECTION OF DIRECTOR: WILLIAM C. WELDON For       For          Management
2     ADVISORY RESOLUTION TO APPROVE          Against   Against      Management
      EXECUTIVE COMPENSATION
3     RATIFICATION OF INDEPENDENT REGISTERED  For       For          Management
      PUBLIC ACCOUNTING FIRM
4     APPROVAL OF AMENDMENT TO LONG-TERM      Against   Against      Management
      INCENTIVE PLAN
5     INDEPENDENT BOARD CHAIRMAN - REQUIRE    Against   For          Shareholder
      AN INDEPENDENT CHAIR
6     LOBBYING - REPORT ON POLICIES,          Against   For          Shareholder
      PROCEDURES AND EXPENDITURES
7     SPECIAL SHAREOWNER MEETINGS - REDUCE    For       Against      Shareholder
      OWNERSHIP THRESHOLD FROM 20% TO 10%
8     HOW VOTES ARE COUNTED - COUNT VOTES     Against   For          Shareholder
      USING ONLY FOR AND AGAINST
9     ACCELERATED VESTING PROVISIONS -        Against   For          Shareholder
      REPORT NAMES OF SENIOR EXECUTIVES AND
      VALUE OF EQUITY AWARDS THAT WOULD VEST
      IF THEY RESIGN TO ENTER GOVERNMENT
      SERVICE
10    CLAWBACK DISCLOSURE POLICY - DISCLOSE   Against   For          Shareholder
      WHETHER THE FIRM RECOUPED ANY
      INCENTIVE COMPENSATION FROM SENIOR
      EXECUTIVES


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LYONDELLBASELL INDUSTRIES N.V.

Ticker:       LYB            Security ID:  NL0009434992
Meeting Date: MAY 06, 2015   Meeting Type: ANNUAL
Record Date:  MAR 16, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A.   ELECTION OF CLASS II SUPERVISORY        FOR       FOR          Management
      DIRECTOR TO SERVE UNTIL THE ANNUAL
      GENERAL MEETING IN 2018: ROBIN BUCHANAN
1B.   ELECTION OF CLASS II SUPERVISORY        FOR       FOR          Management
      DIRECTOR TO SERVE UNTIL THE ANNUAL
      GENERAL MEETING IN 2018: STEPHEN F.
      COOPER
1C.   ELECTION OF CLASS II SUPERVISORY        FOR       FOR          Management
      DIRECTOR TO SERVE UNTIL THE ANNUAL
      GENERAL MEETING IN 2018: ISABELLA D.
      GOREN
1D.   ELECTION OF CLASS II SUPERVISORY        FOR       FOR          Management
      DIRECTOR TO SERVE UNTIL THE ANNUAL
      GENERAL MEETING IN 2018: ROBERT G. GWIN
2A.   ELECTION OF MANAGING DIRECTOR TO SERVE  FOR       FOR          Management
      A THREE-YEAR TERM: KEVIN W. BROWN
2B.   ELECTION OF MANAGING DIRECTOR TO SERVE  FOR       FOR          Management
      A THREE-YEAR TERM: JEFFREY A. KAPLAN
3     ADOPTION OF ANNUAL ACCOUNTS FOR 2014    FOR       FOR          Management
4     DISCHARGE FROM LIABILITY OF MEMBERS OF  FOR       FOR          Management
      THE MANAGEMENT BOARD
5     DISCHARGE FROM LIABILITY OF MEMBERS OF  FOR       FOR          Management
      THE SUPERVISORY BOARD
6     RATIFICATION OF PRICEWATERHOUSECOOPERS  FOR       FOR          Management
      LLP AS OUR INDEPENDENT REGISTERED
      PUBLIC ACCOUNTING FIRM
7     APPOINTMENT OF PRICEWATERHOUSECOOPERS   FOR       FOR          Management
      ACCOUNTANTS N.V. AS OUR AUDITOR FOR
      THE DUTCH ANNUAL ACCOUNTS
8     RATIFICATION AND APPROVAL OF DIVIDENDS  FOR       FOR          Management
      IN RESPECT OF THE 2014 FISCAL YEAR
9     ADVISORY (NON-BINDING) VOTE APPROVING   FOR       FOR          Management
      EXECUTIVE COMPENSATION
10    APPROVAL OF AUTHORITY OF THE            FOR       FOR          Management
      SUPERVISORY BOARD TO ISSUE SHARES OR
      GRANT RIGHTS TO ACQUIRE SHARES
11    APPROVAL FOR THE SUPERVISORY BOARD TO   FOR       FOR          Management
      LIMIT OR EXCLUDE PRE-EMPTIVE RIGHTS
      FROM ANY SHARES OR GRANTS OF RIGHTS TO
      ACQUIRE SHARES THAT IT ISSUES
12    APPROVAL OF AMENDMENT TO THE            FOR       FOR          Management
      LYONDELLBASELL N.V. 2012 GLOBAL
      EMPLOYEE STOCK PURCHASE PLAN
13    APPROVAL TO REPURCHASE UP TO 10% OF     FOR       FOR          Management
      ISSUED SHARE CAPITAL


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MIRABELA NICKEL LTD

Ticker:       MBN            Security ID:  AU000000MBN9
Meeting Date: MAY 28, 2015   Meeting Type: ANNUAL
Record Date:  MAY 26, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     ADOPTION OF REMUNERATION REPORT         FOR       FOR          Management
2     RE-ELECTION OF MR ROSS EDWARD           FOR       FOR          Management
      GRIFFITHS AS A DIRECTOR

========== END NPX REPORT