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: 811-23346
Name of Fund: BlackRock Variable Series Funds II, Inc.
BlackRock High Yield V.I. Fund
BlackRock Total Return V.I. Fund
BlackRock U.S. Government Bond V.I. Fund
Fund Address: 100 Bellevue Parkway, Wilmington, DE 19809
Name and address of agent for service: John Perlowski, Chief Executive Officer, BlackRock Variable Series Funds II, Inc., 55 East 52nd Street, New York City, NY 10055.
Registrant’s telephone number, including area code: (800) 441-7762
Date of fiscal year end: 12/31
Date of reporting period: 07/01/2020 – 06/30/2021
Item 1 – Proxy Voting Record – Attached hereto.
******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-23346
Reporting Period: 07/01/2020 - 06/30/2021
BlackRock Variable Series Funds II, Inc.
======================== BlackRock High Yield V.I. Fund ========================
ALLY FINANCIAL INC.
Ticker: ALLY Security ID: 02005N100
Meeting Date: MAY 04, 2021 Meeting Type: Annual
Record Date: MAR 08, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Franklin W. Hobbs For For Management
1b Elect Director Kenneth J. Bacon For For Management
1c Elect Director Katryn (Trynka) For For Management
Shineman Blake
1d Elect Director Maureen A. For For Management
Breakiron-Evans
1e Elect Director William H. Cary For For Management
1f Elect Director Mayree C. Clark For For Management
1g Elect Director Kim S. Fennebresque For For Management
1h Elect Director Marjorie Magner For For Management
1i Elect Director Brian H. Sharples For For Management
1j Elect Director John J. Stack For For Management
1k Elect Director Michael F. Steib For For Management
1l Elect Director Jeffrey J. Brown For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Advisory Vote on Say on Pay Frequency One Year One Year Management
4 Amend Omnibus Stock Plan For For Management
5 Amend Non-Employee Director Omnibus For For Management
Stock Plan
6 Amend Qualified Employee Stock For For Management
Purchase Plan
7 Ratify Deloitte & Touche LLP as For For Management
Auditors
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ALTICE EUROPE NV
Ticker: ATC Security ID: N0R25F103
Meeting Date: JAN 07, 2021 Meeting Type: Special
Record Date: DEC 10, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1 Open Meeting None None Management
2.a Receive Explanation of the Recommended None None Management
Public Offer by Next Private B.V.
2.b Approve Merger For For Management
2.c Approve Asset Sale For For Management
2.d Amend Articles of Association For For Management
3.a Discuss Treatment of Stock Options in None None Management
Connection with the Recommended Public
Offer
3.b Approve Settlement of Stock Option For Against Management
Held by Natacha Marty
3.c Amend Terms and Conditions of the 2016 For Against Management
FPPS and 2018 FPPS in Connection with
the Recommended Public Offer Held by
Alain Weill
4 Other Business (Non-Voting) None None Management
5 Close Meeting None None Management
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AVANTOR, INC.
Ticker: AVTR Security ID: 05352A100
Meeting Date: MAY 13, 2021 Meeting Type: Annual
Record Date: MAR 19, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Matthew Holt For For Management
1b Elect Director Christi Shaw For For Management
1c Elect Director Michael Severino For For Management
1d Elect Director Gregory Summe For For Management
2a Provide Right to Call Special Meeting For For Management
2b Eliminate Supermajority Vote For For Management
Requirements
3 Ratify Deloitte & Touche LLP as For For Management
Auditors
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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BAUSCH HEALTH COMPANIES INC.
Ticker: BHC Security ID: 071734107
Meeting Date: APR 27, 2021 Meeting Type: Annual
Record Date: MAR 01, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Richard U. De Schutter For For Management
1b Elect Director D. Robert Hale For For Management
1c Elect Director Brett Icahn For For Management
1d Elect Director Argeris (Jerry) N. For For Management
Karabelas
1e Elect Director Sarah B. Kavanagh For For Management
1f Elect Director Steven D. Miller For For Management
1g Elect Director Joseph C. Papa For For Management
1h Elect Director John A. Paulson For For Management
1i Elect Director Robert N. Power For For Management
1j Elect Director Russel C. Robertson For For Management
1k Elect Director Thomas W. Ross, Sr. For Withhold Management
1l Elect Director Andrew C. von Eschenbach For For Management
1m Elect Director Amy B. Wechsler For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Approve PricewaterhouseCoopers LLP as For For Management
Auditors and Authorize Board to Fix
Their Remuneration
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CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
Ticker: CCO Security ID: 18453H106
Meeting Date: MAY 05, 2021 Meeting Type: Annual
Record Date: MAR 09, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director C. William Eccleshare For For Management
1.2 Elect Director Lisa Hammitt For For Management
1.3 Elect Director Mary Teresa Rainey For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Amend Omnibus Stock Plan For For Management
4 Ratify Ernst & Young LLP as Auditors For For Management
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COMMSCOPE HOLDING COMPANY, INC.
Ticker: COMM Security ID: 20337X109
Meeting Date: MAY 07, 2021 Meeting Type: Annual
Record Date: MAR 09, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1 Declassify the Board of Directors For For Management
3a Elect Director Mary S. Chan For For Management
3b Elect Director Stephen (Steve) C. Gray For Against Management
3c Elect Director L. William (Bill) Krause For Against Management
3d Elect Director Derrick A. Roman For For Management
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
5 Amend Omnibus Stock Plan For For Management
6 Approve Termination of Executive For For Management
Performance Options and Grant of
Selective Performance-Based Retention
Equity Awards
7 Ratify Ernst & Young LLP as Auditors For For Management
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CONSTELLIUM SE
Ticker: CSTM Security ID: F21107101
Meeting Date: MAY 11, 2021 Meeting Type: Annual/Special
Record Date: MAY 07, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Isabelle Boccon-Gibod as Director For For Management
2 Elect Christine Browne as Director For For Management
3 Elect Jean-Christophe Deslarzes as For For Management
Director
4 Elect Jean-Philippe Puig as Director For For Management
5 Reelect Michiel Brandjes as Director For For Management
6 Reelect John Ormerod as Director For For Management
7 Reelect Werner Paschke as Director For For Management
8 Approve Financial Statements and For For Management
Statutory Reports
9 Approve Consolidated Financial For For Management
Statements and Statutory Reports
10 Approve Discharge of Directors, CEO For For Management
and Auditors
11 Approve Allocation of Income and For For Management
Absence of Dividends
12 Approve Termination Package of For For Management
Jean-Marc Germain, CEO
13 Approval of the Overall Envelope of For For Management
Annual Fixed Fees Granted to the
Directors
14 Authorize Issuance of Equity or For For Management
Equity-Linked Securities with
Preemptive Rights up to Aggregate
Nominal Amount of EUR 1,399,833.46
15 Authorize Issuance of Equity or For For Management
Equity-Linked Securities without
Preemptive Rights up to Aggregate
Nominal Amount of EUR 1,399,833.46
16 Approve Issuance of Equity or For For Management
Equity-Linked Securities for Private
Placements, up to Aggregate Nominal
Amount of EUR 559,933.38
17 Authorize Board to Increase Capital in For For Management
the Event of Additional Demand Related
to Delegation Submitted to Shareholder
Vote Above Under Items 14-16
18 Authorize Capital Issuances for Use in For For Management
Employee Stock Purchase Plans
19 Authorize up to 6,800,000 Shares of For For Management
Issued Capital for Use in Restricted
Stock Plans
20 Amend Article 12.1 of Bylaws Re: For For Management
Employee Representatives
21 Amend Article 20.2 of Bylaws Re: Proxy For For Management
Cards
22 Authorize Filing of Required For For Management
Documents/Other Formalities
--------------------------------------------------------------------------------
ELEMENT SOLUTIONS INC
Ticker: ESI Security ID: 28618M106
Meeting Date: JUN 08, 2021 Meeting Type: Annual
Record Date: APR 12, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Martin E. Franklin For For Management
1b Elect Director Benjamin Gliklich For For Management
1c Elect Director Ian G.H. Ashken For For Management
1d Elect Director Elyse Napoli Filon For For Management
1e Elect Director Christopher T. Fraser For For Management
1f Elect Director Michael F. Goss For For Management
1g Elect Director Nichelle Maynard-Elliott For For Management
1h Elect Director E. Stanley O' Neal For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
--------------------------------------------------------------------------------
EXTRACTION OIL & GAS, INC.
Ticker: XOGAQ Security ID: 30227MAA3
Meeting Date: DEC 11, 2020 Meeting Type: Written Consent
Record Date: NOV 04, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve the Plan For For Management
2 Opt Out of the Third-Party Release In Against Abstain Management
Article VIII of the Plan
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EXTRACTION OIL & GAS, INC.
Ticker: XOGAQ Security ID: 30227MAB1
Meeting Date: DEC 11, 2020 Meeting Type: Written Consent
Record Date: NOV 04, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve the Plan For For Management
2 Opt Out of the Third-Party Release In Against Abstain Management
Article VIII of the Plan
--------------------------------------------------------------------------------
FRONTIER COMMUNICATIONS CORPORATION
Ticker: FTRCQ Security ID: 35906ABC1
Meeting Date: JUL 31, 2020 Meeting Type: Written Consent
Record Date: JUL 02, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1 Vote On The Plan (For = Accept, For Against Management
Against = Reject; Abstain Votes Do Not
Count)
2 Opt Out Of The Third-party Release For For Management
(For = Opt Out, Against Or Abstain =
Do Not Opt Out)
--------------------------------------------------------------------------------
GAMING AND LEISURE PROPERTIES, INC.
Ticker: GLPI Security ID: 36467J108
Meeting Date: JUN 10, 2021 Meeting Type: Annual
Record Date: APR 05, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Peter M. Carlino For For Management
1b Elect Director Carol (Lili) Lynton For For Management
1c Elect Director Joseph W. Marshall, III For For Management
1d Elect Director James B. Perry For For Management
1e Elect Director Barry F. Schwartz For For Management
1f Elect Director Earl C. Shanks For For Management
1g Elect Director E. Scott Urdang For For Management
2 Ratify Deloitte & Touche LLP as For For Management
Auditors
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
KINDER MORGAN, INC.
Ticker: KMI Security ID: 49456B101
Meeting Date: MAY 12, 2021 Meeting Type: Annual
Record Date: MAR 15, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Richard D. Kinder For For Management
1.2 Elect Director Steven J. Kean For For Management
1.3 Elect Director Kimberly A. Dang For For Management
1.4 Elect Director Ted A. Gardner For Against Management
1.5 Elect Director Anthony W. Hall, Jr. For Against Management
1.6 Elect Director Gary L. Hultquist For For Management
1.7 Elect Director Ronald L. Kuehn, Jr. For Against Management
1.8 Elect Director Deborah A. Macdonald For For Management
1.9 Elect Director Michael C. Morgan For For Management
1.10 Elect Director Arthur C. Reichstetter For For Management
1.11 Elect Director C. Park Shaper For For Management
1.12 Elect Director William A. Smith For For Management
1.13 Elect Director Joel V. Staff For For Management
1.14 Elect Director Robert F. Vagt For Against Management
1.15 Elect Director Perry M. Waughtal For For Management
2 Amend Omnibus Stock Plan For For Management
3 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
LIVE NATION ENTERTAINMENT, INC.
Ticker: LYV Security ID: 538034109
Meeting Date: JUN 10, 2021 Meeting Type: Annual
Record Date: APR 14, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Maverick Carter For For Management
1.2 Elect Director Ari Emanuel - Withdrawn None None Management
1.3 Elect Director Ping Fu For For Management
1.4 Elect Director Jeffrey T. Hinson For For Management
1.5 Elect Director Chad Hollingsworth For For Management
1.6 Elect Director James Iovine For For Management
1.7 Elect Director James S. Kahan For For Management
1.8 Elect Director Gregory B. Maffei For Against Management
1.9 Elect Director Randall T. Mays For Against Management
1.10 Elect Director Michael Rapino For For Management
1.11 Elect Director Mark S. Shapiro For For Management
1.12 Elect Director Dana Walden For For Management
2 Ratify Ernst & Young LLP as Auditors For For Management
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PLAINS ALL AMERICAN PIPELINE, L.P.
Ticker: PAA Security ID: 726503105
Meeting Date: MAY 19, 2021 Meeting Type: Annual
Record Date: MAR 26, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Greg L. Armstrong For For Management
1.2 Elect Director John T. Raymond For For Management
1.3 Elect Director Bobby S. Shackouls For Withhold Management
1.4 Elect Director Christopher M. Temple For Withhold Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditor
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Amend Omnibus Stock Plan For For Management
--------------------------------------------------------------------------------
PPD, INC.
Ticker: PPD Security ID: 69355F102
Meeting Date: APR 23, 2021 Meeting Type: Annual
Record Date: FEB 25, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Stephen Ensley For For Management
1.2 Elect Director Maria Teresa Hilado For For Management
1.3 Elect Director David Simmons For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Advisory Vote on Say on Pay Frequency One Year One Year Management
4 Ratify Deloitte & Touche as Auditors For For Management
--------------------------------------------------------------------------------
SENSATA TECHNOLOGIES HOLDING PLC
Ticker: ST Security ID: G8060N102
Meeting Date: MAY 27, 2021 Meeting Type: Annual
Record Date: APR 01, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Andrew C. Teich For For Management
1b Elect Director Jeffrey J. Cote For For Management
1c Elect Director John P. Absmeier For For Management
1d Elect Director Daniel L. Black For For Management
1e Elect Director Lorraine A. Bolsinger For For Management
1f Elect Director James E. Heppelmann For Against Management
1g Elect Director Charles W. Peffer For For Management
1h Elect Director Constance E. Skidmore For For Management
1i Elect Director Steven A. Sonnenberg For For Management
1j Elect Director Martha N. Sullivan For For Management
1k Elect Director Stephen M. Zide For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Approve Omnibus Stock Plan For For Management
4 Ratify Ernst & Young LLP as Auditors For For Management
5 Approve Director Compensation Report For For Management
6 Ratify Ernst & Young LLP as U.K. For For Management
Statutory Auditor
7 Authorize Audit Committee to Fix For For Management
Remuneration of Auditors
8 Accept Financial Statements and For For Management
Statutory Reports
9 Authorize Issue of Equity For For Management
10 Authorize Issue of Equity without For For Management
Pre-emptive Rights
11 Authorize the Board of Directors to For For Management
Allot Shares Under the Equity
Incentive Plans
12 Authorize the Board of Directors to For For Management
Allot Shares Under the Equity
Incentive Plans without Pre-emptive
Rights
--------------------------------------------------------------------------------
TARGA RESOURCES CORP.
Ticker: TRGP Security ID: 87612G101
Meeting Date: MAY 25, 2021 Meeting Type: Annual
Record Date: MAR 29, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Beth A. Bowman For For Management
1.2 Elect Director Lindsey M. Cooksen For Against Management
1.3 Elect Director Robert B. Evans For For Management
1.4 Elect Director Joe Bob Perkins For For Management
1.5 Elect Director Ershel C. Redd, Jr. For For Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Increase Authorized Common Stock For For Management
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THE AZEK COMPANY INC.
Ticker: AZEK Security ID: 05478C105
Meeting Date: MAY 18, 2021 Meeting Type: Annual
Record Date: MAR 25, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Sallie B. Bailey For For Management
1.2 Elect Director Ashfaq Qadri For For Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
--------------------------------------------------------------------------------
THE WILLIAMS COMPANIES, INC.
Ticker: WMB Security ID: 969457100
Meeting Date: APR 27, 2021 Meeting Type: Annual
Record Date: MAR 01, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Alan S. Armstrong For For Management
1.2 Elect Director Stephen W. Bergstrom For For Management
1.3 Elect Director Nancy K. Buese For For Management
1.4 Elect Director Stephen I. Chazen For Against Management
1.5 Elect Director Charles I. Cogut For For Management
1.6 Elect Director Michael A. Creel For For Management
1.7 Elect Director Stacey H. Dore For For Management
1.8 Elect Director Vicki L. Fuller For For Management
1.9 Elect Director Peter A. Ragauss For For Management
1.10 Elect Director Rose M. Robeson For For Management
1.11 Elect Director Scott D. Sheffield For For Management
1.12 Elect Director Murray D. Smith For For Management
1.13 Elect Director William H. Spence For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Ernst & Young LLP as Auditors For For Management
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VICI PROPERTIES INC.
Ticker: VICI Security ID: 925652109
Meeting Date: APR 28, 2021 Meeting Type: Annual
Record Date: MAR 01, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director James R. Abrahamson For For Management
1b Elect Director Diana F. Cantor For For Management
1c Elect Director Monica H. Douglas For For Management
1d Elect Director Elizabeth I. Holland For For Management
1e Elect Director Craig Macnab For For Management
1f Elect Director Edward B. Pitoniak For For Management
1g Elect Director Michael D. Rumbolz For For Management
2 Ratify Deloitte & Touche LLP as For For Management
Auditors
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
======================= BlackRock Total Return V.I. Fund =======================
STONEWAY CAPITAL CORPORATION
Ticker: Security ID: 86188PAA5
Meeting Date: DEC 28, 2020 Meeting Type: Special
Record Date: OCT 08, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1 Noteholder Resolution: Approve Secured For For Management
Noteholders' Arrangement Resolution
--------------------------------------------------------------------------------
STONEWAY CAPITAL CORPORATION
Ticker: Security ID: C86155AA3
Meeting Date: DEC 28, 2020 Meeting Type: Special
Record Date: OCT 08, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1 Noteholder Resolution: Approve Secured For For Management
Noteholders' Arrangement Resolution
=================== BlackRock U.S. Government Bond V.I. 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
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.
BlackRock Variable Series Funds II, Inc.
| By: | /s/ John Perlowski | |
| John Perlowski | ||
| Chief Executive Officer of | ||
| BlackRock Variable Series Funds II, Inc. | ||
| Date: | August 27, 2021 | |