N-PX 1 d74083dnpx.txt PIMCO INCOME STRATEGY FUND II ================================================================================ 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: 811-21601 ----------------- PIMCO Income Strategy Fund II (Exact name of registrant as specified in charter) ----------------- 1633 Broadway, New York, NY 10019 (Address of principal executive office) Bradley Todd Treasurer (Principal Financial & Accounting Officer) PIMCO Income Strategy Fund II 650 Newport Center Drive, Newport Beach, CA 92660 (Name and address of agent for service) Copies to: David C. Sullivan Ropes & Gray LLP Prudential Tower 800 Boylston Street Boston, MA 02199 ----------------- Registrant's telephone number, including area code: (844) 337-4626 Date of fiscal year end: July 31 Date of reporting period: July 1, 2019 to June 30, 2020 Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 ((S)(S) 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. (S) 3507. ================================================================================ ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-21601 Reporting Period: 07/01/2019 - 06/30/2020 PIMCO Income Strategy Fund II ======================== PIMCO Income Strategy Fund II ========================= CAESARS ENTERTAINMENT CORPORATION Ticker: CZR Security ID: 127686103 Meeting Date: JUL 02, 2019 Meeting Type: Annual Record Date: MAY 06, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Thomas Benninger For For Management 1b Elect Director Juliana Chugg For For Management 1c Elect Director Keith Cozza For For Management 1d Elect Director John Dionne For For Management 1e Elect Director James Hunt For For Management 1f Elect Director Courtney R. Mather For For Management 1g Elect Director Anthony Rodio For For Management 1h Elect Director Richard Schifter 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 LLP as Auditor For For Management 5 Provide Right to Call Special Meeting For For Management 6 Amendment to the Company's Charter to For For Management Restrict the Company's Ability to Adopt Any "Rights Plan" or "Poison Pill" -------------------------------------------------------------------------------- CAESARS ENTERTAINMENT CORPORATION Ticker: CZR Security ID: 127686103 Meeting Date: NOV 15, 2019 Meeting Type: Special Record Date: OCT 04, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Advisory Vote on Golden Parachutes For For Management 3 Adjourn Meeting For For Management -------------------------------------------------------------------------------- CLEAR CHANNEL OUTDOOR HOLDINGS, INC. Ticker: CCO Security ID: 18453H106 Meeting Date: MAY 19, 2020 Meeting Type: Annual Record Date: MAR 23, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John Dionne For For Management 1.2 Elect Director Andrew Hobson For For Management 1.3 Elect Director Joe Marchese 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 -------------------------------------------------------------------------------- IHEARTMEDIA, INC. Ticker: IHRT Security ID: 45174J509 Meeting Date: JUN 15, 2020 Meeting Type: Annual Record Date: APR 22, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gary Barber For For Management 1.2 Elect Director Brad Gerstner For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- VICI PROPERTIES INC. Ticker: VICI Security ID: 925652109 Meeting Date: APR 30, 2020 Meeting Type: Annual Record Date: MAR 02, 2020 # 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 4 Eliminate Supermajority Vote For For Management Requirement ========== 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. PIMCO Income Strategy Fund II By: /s/ Eric D. Johnson Eric D. Johnson, President (Principal Executive Officer) Date: August 27, 2020