================================================================================ 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: 811-21338 ----------------- AllianzGI Convertible & Income Fund II (Exact name of registrant as specified in charter) ----------------- 1633 Broadway, New York, NY 10019 (Address of Principal Executive Office) ----------------- Allianz Global Investors Fund Management LLC 1633 Broadway New York, NY 10019 (Name and Address of Agent for Service) ----------------- Registrant's telephone number, including area code: 212-739-3000 Date of fiscal year end: February 28 Date of reporting period: July 1, 2014 through June 30, 2015 ================================================================================ Item 1. Proxy Voting Record ==================== AllianzGI Convertible & Income Fund II ==================== BAKER HUGHES INCORPORATED Ticker: BHI Security ID: 057224107 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAR 18, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Larry D. Brady For For Management 1b Elect Director Gregory D. Brenneman For For Management 1c Elect Director Clarence P. Cazalot, Jr. For For Management 1d Elect Director Martin S. Craighead For Against Management 1e Elect Director William H. Easter, III For For Management 1f Elect Director Lynn L. Elsenhans For For Management 1g Elect Director Anthony G. Fernandes For For Management 1h Elect Director Claire W. Gargalli For For Management 1i Elect Director Pierre H. Jungels For For Management 1j Elect Director James A. Lash For For Management 1k Elect Director J. Larry Nichols For For Management 1l Elect Director James W. Stewart For For Management 1m Elect Director Charles L. Watson 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 -------------------------------------------------------------------------------- CHASSIX HOLDINGS, INC Ticker: Security ID: 16169PAA5 Meeting Date: JUN 29, 2015 Meeting Type: Written Consent Record Date: APR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 To Accept The Plan None For Management 2 Opt Out Release None For Management -------------------------------------------------------------------------------- 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 Elect Director Michael L. Corbat For For Management 1b Elect Director Duncan P. Hennes For For Management 1c Elect Director Peter B. Henry For For Management 1d Elect Director Franz B. Humer For Against Management 1e Elect Director Michael E. O'Neill For For Management 1f Elect Director Gary M. Reiner For For Management 1g Elect Director Judith Rodin For For Management 1h Elect Director Anthony M. Santomero For For Management 1i Elect Director Joan E. Spero For For Management 1j Elect Director Diana L. Taylor For For Management 1k Elect Director William S. Thompson, Jr. For For Management 1l Elect Director James S. Turley For For Management 1m Elect Director Ernesto Zedillo Ponce For For Management de Leon 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management 5 Adopt Proxy Access Right For For Shareholder 6 Report on Lobbying Payments and Policy Against For Shareholder 7 Claw-back of Payments under Against Against Shareholder Restatements 8 Limits for Directors Involved with Against Against Shareholder Bankruptcy 9 Report on Certain Vesting Program Against For Shareholder -------------------------------------------------------------------------------- CLIFFS NATURAL RESOURCES INC Ticker: CLF Security ID: 18683K408 Meeting Date: JUL 29, 2014 Meeting Type: Annual Record Date: JUN 02, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Gary B. Halverson For Take No Action Management 1.2 Elect Barry J. Eldridge [NOMINEE For Take No Action Management WITHDRAWN] 1.3 Elect Mark E. Gaumond For Take No Action Management 1.4 Elect Susan M. Green For Take No Action Management 1.5 Elect Janice K. Henry For Take No Action Management 1.6 Elect Stephen M. Johnson [NOMINEE For Take No Action Management WITHDRAWN] 1.7 Elect James Kirsch For Take No Action Management 1.8 Elect Richard K. Riederer For Take No Action Management 1.9 Elect Timothy W. Sullivan For Take No Action Management 2 2014 Nonemployee Directors' For Take No Action Management Compensation Plan 3 Advisory Vote on Executive Compensation For Take No Action Management 4 Amendment to the 2012 Incentive Equity For Take No Action Management Plan 5 Ratification of Auditor For Take No Action Management 1.1 Elect Gary B. Halverson For For Management 1.2 Elect Mark E. Gaumond For For Management 1.3 Elect Susan M. Green For For Management 1.4 Elect Janice K. Henry For For Management 1.5 Elect James Kirsch For For Management 1.6 Elect Richard K. Riederer For For Management 1.7 Elect Timothy W. Sullivan For For Management 2 2014 Nonemployee Directors' For For Management Compensation Plan 3 Advisory Vote on Executive Compensation For For Management 4 Amendment to the 2012 Incentive Equity For For Management Plan 5 Ratification of Auditor For For Management 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. (Registrant): AllianzGI Convertible & Income Fund II By (Signature and Title)*: /s/ Julian F. Sluyters ---------------------------------------------- Name: Julian F. Sluyters Title: President and Chief Executive Officer Date: August 21, 2015 * Print the name and title of each signing officer under his or her signature.