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 811-07920
Western Asset High Income Opportunity Fund Inc.
(Exact name of registrant as specified in charter)
620 EIGHTH AVENUE, 49TH FLOOR, NEW YORK, NEW YORK 10018
(Address of principal executive offices) (Zip code)
Robert I. Frenkel, Esq.
100 First Stamford Place
Stamford, Connecticut 06902
(Name and address of agent for service)
Registrant’s telephone number, including area code: 1-888-777-0102
Date of fiscal year end: September 30
Date of reporting period: July 1, 2014–June 30, 2015
Item 1. Proxy Voting Record
******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-07920
Reporting Period: 07/01/2014 - 06/30/2015
Western Asset High Income Opportunity Fund Inc.
=============== Western Asset High Income Opportunity Fund 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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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
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.
| Western Asset High Income Opportunity Fund Inc. |
| By: | /s/ Jane E. Trust Jane E. Trust Chairman, President and Chief Executive Officer |
| Date: | August 17, 2015 |