N-PX/A 1 hyffinal.txt N-PX/A FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-02896 Dryden High Yield Fund, Inc. (Exact name of registrant as specified in charter) 100 Mulberry Street, Gateway Center Three, 4 th Floor, Newark, NJ 07102 (Address of principal executive offices) (Zip Code) Jonathan D. Shain, Esq. 100 Mulberry Street, Gateway Center Three, 4 th Floor, Newark, NJ 07102 (Name and address of agent for service) Registrant's telephone number, including area code: 973-802-6469 Date of fiscal year-end: August 31, 2007 Date of reporting period: June 30, 2007 Item 1. Proxy Voting Record In determining votes against management, any ballot that management did not make a recommendation is considered to be "FOR" regardless of the vote cast. Any "Abstain" vote cast is considered as voted, and to be against the management recommendation. ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-02896 Reporting Period: 07/01/2006 - 06/30/2007 Dryden High Yield Fund, Inc. ================== DRYDEN HIGH YIELD FUND - SUB-ADVISER: PIM =================== ADELPHIA COMMUNICATIONS CORP. Ticker: ADELQ Security ID: 006848303 Meeting Date: SEP 12, 2006 Meeting Type: GENERAL Record Date: MAY 1, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 HOLDERS HAVE THE OPTION TO ELECT TO FOR FOR Management ACCEPT THE "FIFTH AMENDED JOINT CHAPTER 11 PLAN OF REORGANIZATION -------------------------------------------------------------------------------- EMBARQ CORP Ticker: EQ Security ID: 29078E105 Meeting Date: APR 26, 2007 Meeting Type: GENERAL Record Date: MAR 5, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR(S) FOR FOR Management 2 TO RATIFY THE APPOINTMENT OF KPMG LLP AS FOR FOR Management OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2007 FISCAL YEAR. -------------------------------------------------------------------------------- IMPSAT FIBER Ticker: IMPT Security ID: 45321T202 Meeting Date: JAN 17, 2007 Meeting Type: SPECIAL Record Date: DEC 12, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 ADOPTION OF THE AGREEMENT AND PLAN OF FOR FOR Management MERGER, DATED AS OF OCTOBER 25, 2006, BY AND AMONG IMPSAT FIBER NETWORKS, INC., GLOBAL CROSSING LIMITED AND GC CRYSTAL ACQUISITION, INC. -------------------------------------------------------------------------------- PREMIUM STANDARD FARMS INC. Ticker: PSF Security ID: 74060C105 Meeting Date: SEP 14, 2006 Meeting Type: GENERAL Record Date: JUL 17, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR(S) FOR FOR Management 2 RATIFY THE SELECTION OF DELOITTE & TOUCHE FOR FOR Management LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY. -------------------------------------------------------------------------------- PREMIUM STANDARD FARMS INC. Ticker: PSF Security ID: 74060C105 Meeting Date: FEB 23, 2007 Meeting Type: SPECIAL Record Date: JAN 19, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 ADOPT THE AGREEMENT AND PLAN OF MERGER, FOR FOR Management DATED AS OF SEPTEMBER 17, 2006, AMONG SMITHFIELD FOODS, INC., KC2 MERGER SUB, INC. AND PREMIUM STANDARD FARMS, INC., AS IT MAY BE AMENDED FROM TIME TO TIME. 2 IN THEIR DISCRETION, THE NAMED PROXIES FOR FOR Management ARE AUTHORIZED TO VOTE ON ANY PROCEDURAL MATTERS INCIDENT TO THE CONDUCT OF THE SPECIAL MEETING, SUCH AS ADJOURNMENT OF THE SPECIAL MEETING, INCLUDING ANY ADJOURNMENT FOR THE PURPOSE OF SOLICITING ADDITIONAL PROXIES -------------------------------------------------------------------------------- SPRINT NEXTEL CORPORATION Ticker: S Security ID: 852061100 Meeting Date: MAY 8, 2007 Meeting Type: GENERAL Record Date: MAR 20, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR(S) FOR FOR Management 2 TO RATIFY APPOINTMENT OF KPMG LLP AS FOR FOR Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF SPRINT NEXTEL FOR 2007. 3 TO APPROVE THE 2007 OMNIBUS INCENTIVE FOR FOR Management PLAN. 4 SHAREHOLDER PROPOSAL CONCERNING ADVISORY AGAINST FOR Shareholder VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------- STAGE STORES INC Ticker: STGS Security ID: 85254C305 Meeting Date: JUN 7, 2007 Meeting Type: GENERAL Record Date: APR 16, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR(S) FOR FOR Management 2 RATIFICATION OF THE SELECTION OF DELOITTE FOR FOR Management & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2007. 3 AMENDMENT OF ARTICLES OF INCORPORATION TO FOR FOR Management INCREASE AUTHORIZED COMMON STOCK. 4 AMENDMENT OF ARTICLES OF INCORPORATION TO FOR FOR Management SPECIFY AUTHORIZED PREFERRED STOCK -------------------------------------------------------------------------------- XEROX CORP Ticker: XRX Security ID: 984121103 Meeting Date: MAY 24, 2007 Meeting Type: GENERAL Record Date: MAR 26, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 DIRECTOR(S) FOR FOR Management 2 RATIFICATION OF THE SELECTION OF FOR FOR Management PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2007. 3 AMENDMENT OF THE 2004 PERFORMANCE FOR ABSTAIN Management INCENTIVE PLAN. 4 SHAREHOLDER PROPOSAL RELATING TO THE AGAINST FOR Shareholder ADOPTION OF A VENDOR CODE OF CONDUCT. ========= 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. Dryden High Yield Fund, Inc. By /s/ Judy A. Rice* (Jonathan D. Shain) Judy A. Rice, President (q) Power of Attorney dated March 8, 2007. Incorporated by reference to corresponding exhibit to Post-Effective Amendment No. 15 to the Registration Statement on Form N1-A for the Dryden Global Total Return Fund (File No. 33-63943) filed via EDGAR on March 30, 2007. Date: August 10, 2007