N-PX 1 d347990dnpx.htm BLACKROCK VARIABLE SERIES FUNDS II, INC. BlackRock Variable Series Funds II, Inc.

 

 

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: 07/01/2021 – 06/30/2022

 

 

 


Item 1 – Proxy Voting Record – Attached hereto.

 



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

ICA File Number: 811-23346
Reporting Period: 07/01/2021 - 06/30/2022
BlackRock Variable Series Funds II, Inc.









======================== BlackRock High Yield V.I. Fund ========================


ALLY FINANCIAL INC.

Ticker:       ALLY           Security ID:  02005N100
Meeting Date: MAY 03, 2022   Meeting Type: Annual
Record Date:  MAR 07, 2022

#     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 Maureen A.               For       For          Management
      Breakiron-Evans
1d    Elect Director William H. Cary          For       For          Management
1e    Elect Director Mayree C. Clark          For       For          Management
1f    Elect Director Kim S. Fennebresque      For       For          Management
1g    Elect Director Melissa Goldman          For       For          Management
1h    Elect Director Marjorie Magner          For       For          Management
1i    Elect Director David Reilly             For       For          Management
1j    Elect Director Brian H. Sharples        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     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors


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ARAMARK

Ticker:       ARMK           Security ID:  03852U106
Meeting Date: FEB 01, 2022   Meeting Type: Annual
Record Date:  DEC 08, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Susan M. Cameron         For       For          Management
1b    Elect Director Greg Creed               For       For          Management
1c    Elect Director Richard W. Dreiling      For       For          Management
1d    Elect Director Daniel J. Heinrich       For       For          Management
1e    Elect Director Bridgette P. Heller      For       For          Management
1f    Elect Director Paul C. Hilal            For       For          Management
1g    Elect Director Kenneth M. Keverian      For       For          Management
1h    Elect Director Karen M. King            For       For          Management
1i    Elect Director Patricia E. Lopez        For       For          Management
1j    Elect Director Stephen I. Sadove        For       For          Management
1k    Elect Director Arthur B. Winkleblack    For       For          Management
1l    Elect Director AJohn J. Zillmer         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


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AVANTOR, INC.

Ticker:       AVTR           Security ID:  05352A100
Meeting Date: MAY 12, 2022   Meeting Type: Annual
Record Date:  MAR 18, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Juan Andres              For       For          Management
1b    Elect Director John Carethers           For       For          Management
1c    Elect Director Matthew Holt             For       For          Management
1d    Elect Director Lan Kang                 For       For          Management
1e    Elect Director Joseph Massaro           For       For          Management
1f    Elect Director Mala Murthy              For       For          Management
1g    Elect Director Jonathan Peacock         For       For          Management
1h    Elect Director Michael Severino         For       For          Management
1i    Elect Director Christi Shaw             For       For          Management
1j    Elect Director Michael Stubblefield     For       For          Management
1k    Elect Director Gregory Summe            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


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BLOCK, INC.

Ticker:       SQ             Security ID:  852234103
Meeting Date: JUN 14, 2022   Meeting Type: Annual
Record Date:  APR 21, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jack Dorsey              For       For          Management
1.2   Elect Director Paul Deighton            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 Ernst & Young LLP as Auditors    For       For          Management
5     Approve Recapitalization Plan for all   Against   For          Shareholder
      Stock to Have One-vote per Share


--------------------------------------------------------------------------------

CHENIERE ENERGY, INC.

Ticker:       LNG            Security ID:  16411R208
Meeting Date: MAY 12, 2022   Meeting Type: Annual
Record Date:  MAR 28, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director G. Andrea Botta          For       Against      Management
1b    Elect Director Jack A. Fusco            For       For          Management
1c    Elect Director Vicky A. Bailey          For       For          Management
1d    Elect Director Patricia K. Collawn      For       For          Management
1e    Elect Director David B. Kilpatrick      For       For          Management
1f    Elect Director Lorraine Mitchelmore     For       For          Management
1g    Elect Director Scott Peak               For       For          Management
1h    Elect Director Donald F. Robillard, Jr. For       For          Management
1i    Elect Director Neal A. Shear            For       For          Management
1j    Elect Director Andrew J. Teno           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify KPMG LLP as Auditors             For       For          Management


--------------------------------------------------------------------------------

CHESAPEAKE ENERGY CORPORATION

Ticker:       CHK            Security ID:  165167735
Meeting Date: JUN 09, 2022   Meeting Type: Annual
Record Date:  APR 11, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Domenic J. Dell'Osso,    For       For          Management
      Jr.
1b    Elect Director Timothy S. Duncan        For       For          Management
1c    Elect Director Benjamin C. Duster, IV   For       For          Management
1d    Elect Director Sarah A. Emerson         For       For          Management
1e    Elect Director Matthew M. Gallagher     For       For          Management
1f    Elect Director Brian Steck              For       For          Management
1g    Elect Director Michael A. Wichterich    For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditor


--------------------------------------------------------------------------------

CLEAR CHANNEL OUTDOOR HOLDINGS, INC.

Ticker:       CCO            Security ID:  18453H106
Meeting Date: MAY 04, 2022   Meeting Type: Annual
Record Date:  MAR 08, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Thomas C. King           For       For          Management
1.2   Elect Director W. Benjamin Moreland     For       For          Management
1.3   Elect Director Jinhy Yoon               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


--------------------------------------------------------------------------------

COMMSCOPE HOLDING COMPANY, INC.

Ticker:       COMM           Security ID:  20337X109
Meeting Date: MAY 06, 2022   Meeting Type: Annual
Record Date:  MAR 08, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
2a    Elect Director Mary S. Chan             For       For          Management
2b    Elect Director Stephen (Steve) C. Gray  For       For          Management
2c    Elect Director L. William (Bill) Krause For       For          Management
2d    Elect Director Derrick A. Roman         For       For          Management
2e    Elect Director Charles L. Treadway      For       For          Management
2f    Elect Director Claudius (Bud) E.        For       For          Management
      Watts, IV
2g    Elect Director Timothy T. Yates         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Ratify Ernst & Young LLP as Auditors    For       For          Management


--------------------------------------------------------------------------------

CONSTELLIUM SE

Ticker:       CSTM           Security ID:  F21107101
Meeting Date: JUN 10, 2022   Meeting Type: Annual
Record Date:  JUN 08, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Emmanuel Blot as Director         For       For          Management
2     Reelect Martha Brooks as Director       For       For          Management
3     Reelect Lori Walker as Director         For       For          Management
4     Approve Financial Statements and        For       For          Management
      Statutory Reports
5     Approve Consolidated Financial          For       For          Management
      Statements and Statutory Reports
6     Approve Discharge of Directors and      For       For          Management
      Auditors
7     Approve Treatment of Losses             For       For          Management
8     Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


--------------------------------------------------------------------------------

DIAMONDBACK ENERGY, INC.

Ticker:       FANG           Security ID:  25278X109
Meeting Date: JUN 09, 2022   Meeting Type: Annual
Record Date:  APR 14, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Travis D. Stice          For       For          Management
1.2   Elect Director Vincent K. Brooks        For       For          Management
1.3   Elect Director Michael P. Cross         For       For          Management
1.4   Elect Director David L. Houston         For       For          Management
1.5   Elect Director Stephanie K. Mains       For       For          Management
1.6   Elect Director Mark L. Plaumann         For       For          Management
1.7   Elect Director Melanie M. Trent         For       For          Management
1.8   Elect Director Steven E. West           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Grant Thornton LLP as Auditors   For       For          Management


--------------------------------------------------------------------------------

DIVERSEY HOLDINGS, LTD.

Ticker:       DSEY           Security ID:  G28923103
Meeting Date: MAY 04, 2022   Meeting Type: Annual
Record Date:  MAR 15, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Philip Wieland           For       For          Management
1.2   Elect Director Kenneth Hanau            For       For          Management
1.3   Elect Director Rodney Hochman           For       For          Management
1.4   Elect Director Jonathon Penn            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 Ernst & Young LLP as Auditors    For       For          Management


--------------------------------------------------------------------------------

DT MIDSTREAM, INC.

Ticker:       DTM            Security ID:  23345M107
Meeting Date: MAY 06, 2022   Meeting Type: Annual
Record Date:  MAR 09, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert Skaggs, Jr.       For       For          Management
1.2   Elect Director David Slater             For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


--------------------------------------------------------------------------------

ELEMENT SOLUTIONS INC

Ticker:       ESI            Security ID:  28618M106
Meeting Date: JUN 07, 2022   Meeting Type: Annual
Record Date:  APR 11, 2022

#     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     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors


--------------------------------------------------------------------------------

EQT CORPORATION

Ticker:       EQT            Security ID:  26884L109
Meeting Date: APR 20, 2022   Meeting Type: Annual
Record Date:  FEB 04, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Lydia I. Beebe           For       For          Management
1.2   Elect Director Lee M. Canaan            For       For          Management
1.3   Elect Director Janet L. Carrig          For       For          Management
1.4   Elect Director Frank C. Hu              For       For          Management
1.5   Elect Director Kathryn J. Jackson       For       For          Management
1.6   Elect Director John F. McCartney        For       For          Management
1.7   Elect Director James T. McManus, II     For       For          Management
1.8   Elect Director Anita M. Powers          For       For          Management
1.9   Elect Director Daniel J. Rice, IV       For       For          Management
1.10  Elect Director Toby Z. Rice             For       For          Management
1.11  Elect Director Hallie A. Vanderhider    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


--------------------------------------------------------------------------------

EXTRACTION OIL & GAS, INC.

Ticker:       XOG            Security ID:  30227M303
Meeting Date: OCT 29, 2021   Meeting Type: Special
Record Date:  SEP 01, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Merger Agreement                For       For          Management
2     Advisory Vote on Golden Parachutes      For       For          Management


--------------------------------------------------------------------------------

GAMING AND LEISURE PROPERTIES, INC.

Ticker:       GLPI           Security ID:  36467J108
Meeting Date: JUN 16, 2022   Meeting Type: Annual
Record Date:  APR 12, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Peter M. Carlino         For       For          Management
1b    Elect Director JoAnne A. Epps           For       For          Management
1c    Elect Director Carol (Lili) Lynton      For       For          Management
1d    Elect Director Joseph W. Marshall, III  For       For          Management
1e    Elect Director James B. Perry           For       For          Management
1f    Elect Director Barry F. Schwartz        For       For          Management
1g    Elect Director Earl C. Shanks           For       For          Management
1h    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


--------------------------------------------------------------------------------

INFORMATICA INC.

Ticker:       INFA           Security ID:  45674M101
Meeting Date: JUN 14, 2022   Meeting Type: Annual
Record Date:  APR 18, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Bruce Chizen             For       For          Management
1.2   Elect Director Elizabeth Rafael         For       For          Management
1.3   Elect Director Amit Walia               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
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


--------------------------------------------------------------------------------

INTELSAT JACKSON HOLDINGS SA

Ticker:                      Security ID:  45824TAR6
Meeting Date: OCT 29, 2021   Meeting Type: Written Consent
Record Date:  AUG 25, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    Vote On The Plan - Class A7 Claims      For       For          Management
      (For = Accept, Against = Reject,
      Abstain Is Not Counted)
1B    Elect To Opt Out Of The Third Party     None      Abstain      Management
      Release - Class A7 Claims (For = Opt
      Out, Against Or Abstain = Do Not Opt
      Out)


--------------------------------------------------------------------------------

MATADOR RESOURCES COMPANY

Ticker:       MTDR           Security ID:  576485205
Meeting Date: JUN 10, 2022   Meeting Type: Annual
Record Date:  APR 13, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director R. Gaines Baty           For       For          Management
1b    Elect Director James M. Howard          For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Ratify KPMG LLP as Auditors             For       For          Management


--------------------------------------------------------------------------------

OCCIDENTAL PETROLEUM CORPORATION

Ticker:       OXY            Security ID:  674599105
Meeting Date: MAY 06, 2022   Meeting Type: Annual
Record Date:  MAR 11, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Vicky A. Bailey          For       For          Management
1b    Elect Director Stephen I. Chazen        For       For          Management
1c    Elect Director Andrew Gould             For       For          Management
1d    Elect Director Carlos M. Gutierrez      For       For          Management
1e    Elect Director Vicki Hollub             For       For          Management
1f    Elect Director William R. Klesse        For       For          Management
1g    Elect Director Jack B. Moore            For       For          Management
1h    Elect Director Avedick B. Poladian      For       For          Management
1i    Elect Director Robert M. Shearer        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify KPMG LLP as Auditors             For       For          Management
4     Report on Quantitative Short, Medium    Against   Against      Shareholder
      and Long-Term GHG Emissions Reduction
      Targets


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PIONEER ENERGY SERVICES CORP.

Ticker:       PESXQ          Security ID:  723664207
Meeting Date: SEP 28, 2021   Meeting Type: Special
Record Date:  AUG 25, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Merger Agreement                For       For          Management
2     Advisory Vote on Golden Parachutes      For       Abstain      Management


--------------------------------------------------------------------------------

PIONEER ENERGY SERVICES CORP.

Ticker:       PESXQ          Security ID:  723664AC2
Meeting Date: SEP 28, 2021   Meeting Type: Special
Record Date:  AUG 25, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Merger Agreement                For       For          Management
2     Advisory Vote on Golden Parachutes      For       Abstain      Management


--------------------------------------------------------------------------------

PIONEER NATURAL RESOURCES COMPANY

Ticker:       PXD            Security ID:  723787107
Meeting Date: MAY 25, 2022   Meeting Type: Annual
Record Date:  MAR 31, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director A.R. Alameddine          For       For          Management
1b    Elect Director Lori G. Billingsley      For       For          Management
1c    Elect Director Edison C. Buchanan       For       For          Management
1d    Elect Director Maria S. Dreyfus         For       For          Management
1e    Elect Director Matthew M. Gallagher     For       For          Management
1f    Elect Director Phillip A. Gobe          For       For          Management
1g    Elect Director Stacy P. Methvin         For       For          Management
1h    Elect Director Royce W. Mitchell        For       For          Management
1i    Elect Director Frank A. Risch           For       For          Management
1j    Elect Director Scott D. Sheffield       For       For          Management
1k    Elect Director J. Kenneth Thompson      For       For          Management
1l    Elect Director Phoebe A. Wood           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


--------------------------------------------------------------------------------

SENSATA TECHNOLOGIES HOLDING PLC

Ticker:       ST             Security ID:  G8060N102
Meeting Date: MAY 26, 2022   Meeting Type: Annual
Record Date:  MAR 31, 2022

#     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 Constance E. Skidmore    For       For          Management
1h    Elect Director Steven A. Sonnenberg     For       For          Management
1i    Elect Director Martha N. Sullivan       For       For          Management
1j    Elect Director Stephen M. Zide          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
4     Approve Director Compensation Report    For       For          Management
5     Approve Director Compensation Policy    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 Directed Share Repurchase     For       For          Management
      Program
10    Authorize Issue of Equity               For       For          Management
11    Authorize Issue of Equity without       For       For          Management
      Pre-emptive Rights
12    Authorize the Board of Directors to     For       For          Management
      Allot Shares Under the Equity
      Incentive Plans
13    Authorize the Board of Directors to     For       For          Management
      Allot Shares Under the Equity
      Incentive Plans without Pre-emptive
      Rights


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SYNEOS HEALTH, INC.

Ticker:       SYNH           Security ID:  87166B102
Meeting Date: MAY 25, 2022   Meeting Type: Annual
Record Date:  MAR 28, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Todd M. Abbrecht         For       For          Management
1b    Elect Director John M. Dineen           For       For          Management
1c    Elect Director William E. Klitgaard     For       For          Management
1d    Elect Director David S. Wilkes          For       For          Management
2     Declassify the Board of Directors       For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors


--------------------------------------------------------------------------------

TARGA RESOURCES CORP.

Ticker:       TRGP           Security ID:  87612G101
Meeting Date: MAY 24, 2022   Meeting Type: Annual
Record Date:  MAR 29, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Waters S. Davis, IV      For       For          Management
1.2   Elect Director Rene R. Joyce            For       Against      Management
1.3   Elect Director Matthew J. Meloy         For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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THE AZEK COMPANY INC.

Ticker:       AZEK           Security ID:  05478C105
Meeting Date: MAR 08, 2022   Meeting Type: Annual
Record Date:  JAN 11, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Fumbi Chima              For       For          Management
1.2   Elect Director Brian Spaly              For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Eliminate Supermajority Voting          For       For          Management
      Requirements
5     Declassify the Board of Directors       For       For          Management
6     Approve Nonqualified Employee Stock     For       For          Management
      Purchase Plan


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TWILIO INC.

Ticker:       TWLO           Security ID:  90138F102
Meeting Date: JUN 22, 2022   Meeting Type: Annual
Record Date:  APR 25, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Donna L. Dubinsky        For       For          Management
1.2   Elect Director Deval Patrick            For       For          Management
2     Ratify KPMG LLP as Auditors             For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

UBER TECHNOLOGIES, INC.

Ticker:       UBER           Security ID:  90353T100
Meeting Date: MAY 09, 2022   Meeting Type: Annual
Record Date:  MAR 14, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Ronald Sugar             For       For          Management
1b    Elect Director Revathi Advaithi         For       For          Management
1c    Elect Director Ursula Burns             For       For          Management
1d    Elect Director Robert Eckert            For       For          Management
1e    Elect Director Amanda Ginsberg          For       For          Management
1f    Elect Director Dara Khosrowshahi        For       For          Management
1g    Elect Director Wan Ling Martello        For       For          Management
1h    Elect Director Yasir Al-Rumayyan        For       For          Management
1i    Elect Director John Thain               For       For          Management
1j    Elect Director David I. Trujillo        For       For          Management
1k    Elect Director Alexander Wynaendts      For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
4     Report on Lobbying Payments and Policy  Against   Against      Shareholder


--------------------------------------------------------------------------------

VICI PROPERTIES INC.

Ticker:       VICI           Security ID:  925652109
Meeting Date: OCT 29, 2021   Meeting Type: Special
Record Date:  SEP 21, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Issue Shares in Connection with Merger  For       For          Management
2     Adjourn Meeting                         For       For          Management


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VICI PROPERTIES INC.

Ticker:       VICI           Security ID:  925652109
Meeting Date: APR 27, 2022   Meeting Type: Annual
Record Date:  MAR 01, 2022

#     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: APR 25, 2022   Meeting Type: Written Consent
Record Date:  MAR 24, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Private Company Resolution: Vote On     For       For          Management
      The Plan (For = Accept, Against =
      Reject) (Abstain Votes Do Not Count)
2     Private Company Resolution: Opt Out Of  For       Abstain      Management
      The Third-Party Release (For = Opt
      Out, Against Or Abstain = Do Not Opt
      Out)




=================== 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 25, 2022