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Form N-PX · fund registrantSEC filer no. 1317146

MML Series Investment Fund II

fund voting report, part of MassMutual

Vote records reported
3,771year to 30 June 2026
Against management
7.0%265 of 3,770 marked votes
Say-on-pay support
87.5%for, of for + against + abstain
Shareholder-proposal support
54.8%for, of for + against + abstain
93.0% for5.1% against2.0% other7.0% against management3,771 votes

foragainstabstain, withhold or otheramber tick: the portion cast against management

MML Series Investment Fund II reported 3,771 vote records for the year to 30 June 2026. It marked 7.0% of its votes as cast against management (265 of 3,770), close to the median fund registrant, which was 6.2%.

Weighted by the number of shares voted, the against-management share is 8.9%. The two figures differ when the votes against management fall on larger or smaller holdings than the rest.

On pay and on shareholder proposals: it voted for 87.5% of the section 14A say-on-pay items it reported (the median fund registrant: 91.6%) and it voted for 54.8% of the proposals put forward by security holders (the median fund registrant: 27.5%).

By category, votes against management were most frequent in CORPORATE GOVERNANCE (45.8% of 168), COMPENSATION (18.4% of 98) and ENVIRONMENT OR CLIMATE (12.5% of 40).

It reported 5.0 million shares out on loan at record dates, 3.03% of the shares it held or had lent across the meetings it reported. Shares on loan are not voted.

Compared with other filers

Each rate is defined once, in the methodology. The median is taken over 1,241 fund registrants with at least 25 vote records in the season.

year to 30 June 2026This filerMedian fund registrantAll filers pooled
Against-management share7.0%6.2%10.6%
Say-on-pay support rate87.5%91.6%86.0%
Shareholder-proposal support rate54.8%27.5%33.9%
Shares on loan, share of shares held3.03%0.00%3.12%
Largest families, year to 30 June 2026Against managementSay-on-pay supportShareholder-proposal support
Vanguard20.1%94.1%42.0%
BlackRock and iShares7.5%88.3%11.9%
Fidelity6.0%94.7%27.6%
Dimensional16.4%78.9%57.4%
State Street and SPDR16.9%77.1%50.4%

Votes by category

Filers choose one or more categories for each vote, so a vote can appear in more than one row. Category names are printed as Form N-PX defines them.

Category (as the form names it)VotesForAgainstAgainst managementSplit
DIRECTOR ELECTIONS2,7342,625514.0%
SECTION 14A SAY-ON-PAY VOTES3272723912.2%
AUDIT-RELATED31431041.3%
SHAREHOLDER RIGHTS AND DEFENSES1412242.9%
EXTRAORDINARY TRANSACTIONS282627.1%
CAPITAL STRUCTURE4141012.2%
COMPENSATION98821618.4%
CORPORATE GOVERNANCE1691402945.8%
ENVIRONMENT OR CLIMATE4063412.5%
HUMAN RIGHTS OR HUMAN CAPITAL/WORKFORCE121110.0%
DIVERSITY, EQUITY, AND INCLUSION192175.3%
OTHER SOCIAL ISSUES4063412.5%

By season

SeasonVote recordsAgainst managementSay-on-pay supportShareholder-proposal supportSplit
year to 30 June 20248,3054.7%91.2%21.4%
year to 30 June 20255,2663.8%85.0%16.0%
year to 30 June 20263,7717.0%87.5%54.8%

Say-on-pay votes against management

Counting one say-on-pay item per company meeting, MML Series Investment Fund II voted against management on 38 of the 300 it marked either way (12.7%) in the year to 30 June 2026.

Shareholder proposals it supported

Of 153 proposals from security holders that could be told apart in the filings and on which it cast a vote, MML Series Investment Fund II voted for 83 (54.2%). The 40 at the companies with the most reporting filers are listed. Titles are the most common wording among filers; where a wording could name a person, the SEC category is printed instead.

CompanyMeetingProposal
JPMorgan Chase & Co.19 May 2026Independent board chairman
Johnson & Johnson23 Apr 2026Independent Board Chair
Bank of America Corporation4 May 2026Shareholder proposal requesting independent board chair
PEPSICO, INC.6 May 2026Shareholder Proposal - Independent Board Chair.
QUALCOMM Incorporated17 Mar 2026Stockholder proposal entitled "Shareholder Ability to Call for a Special Meeting."
Pfizer Inc.23 Apr 2026Adopt an Independent Chair Policy
AT&T INC.14 May 2026EEO-1 Report Disclosure Policy
Wells Fargo & Company28 Apr 2026Require Independent Board Chair
Wells Fargo & Company28 Apr 2026Shareholder Proposal - Govern by Majority Vote.
Amgen Inc.19 May 2026Stockholder proposal to require an independent board chairman.
ConocoPhillips12 May 2026Stockholder Proposal - Independent Board Chairman.
The Goldman Sachs Group, Inc.29 Apr 2026Shareholder Proposal Regarding Lobbying Disclosure
The Goldman Sachs Group, Inc.29 Apr 2026Shareholder Proposal Regarding Special Shareholder Meeting Thresholds
Morgan Stanley14 May 2026Shareholder proposal requesting an independent Board Chairman
Lowe's Companies, Inc.29 May 2026Shareholder Proposal requesting an independent board chairman.
Comcast Corporation10 Jun 2026Adopt policy to have an independent chair
Gilead Sciences, Inc.30 Apr 2026To vote on a stockholder proposal requesting an independent Board Chair policy
CVS Health Corporation14 May 2026Stockholder Proposal for Reducing the Threshold for Our Stockholder Right to Act By Written Consent.
Mondelez International, Inc.20 May 2026Shareholder proposal requesting adoption of an independent board chairman policy
Meta Platforms, Inc.27 May 2026A shareholder proposal regarding annual vote regarding executive pay.
Meta Platforms, Inc.27 May 2026Shareholder Proposal Regarding Data Protection Impact Assessment
Meta Platforms, Inc.27 May 2026A shareholder proposal regarding disclosure of voting results by share class.
Meta Platforms, Inc.27 May 2026A shareholder proposal regarding dual class capital structure.
United Parcel Service, Inc.7 May 2026To take steps to reduce the voting power of UPS class A stock from 10 votes per share to one vote per share.
THE SOUTHERN COMPANY13 May 2026Stockholder proposal regarding independent board chairman
Target Corporation10 Jun 2026Require Independent Board Chair
The Travelers Companies, Inc.20 May 2026Require Independent Board Chair
FORD MOTOR COMPANY14 May 2026A shareholder proposal relating to a request that the Board take steps to implement one vote per share for...
FORD MOTOR COMPANY14 May 2026A shareholder proposal relating to public disclosure by share class of voting results on matters subject...
Sysco Corporation14 Nov 2025Adopt Mandatory Policy Separating the Roles of CEO and Board Chair
General Motors Company2 Jun 2026Shareholder Proposal Regarding Separation of Chair and CEO Roles
United Rentals, Inc.8 May 2026Advisory approval of executive compensation
Prudential Financial, Inc.12 May 2026Shareholder proposal regarding an Independent Board Chairman.
Aflac Incorporated4 May 2026Independent Board Chairman
Delta Air Lines, Inc.18 Jun 2026A shareholder proposal requesting the ability for shareholders to act by written consent.
WEC Energy Group, Inc.7 May 2026Stockholder proposal to govern by majority vote
HCA Healthcare, Inc.23 Apr 2026Stockholder proposal, if properly presented at the meeting, regarding stockholders' right to act by...
eBay Inc.17 Jun 2026Special stockholder meeting threshold
The Hartford Insurance Group, Inc.20 May 2026Shareholder proposal that the Company adopt written consent rights for shareholders
State Street Corporation20 May 2026Shareholder proposal requesting the adoption of a policy and amendment to the by-laws requiring the Chair...

Shares on loan

MML Series Investment Fund II reported 5.0 million shares on loan at record dates against 159.6 million shares voted: 3.03% of the two together. Median fund registrant: 0.00%. Shares lent out at the record date cannot be voted by the lender, which is why Form N-PX asks for the figure. More on lending and votes.

Fund series in this filing

2 series reported votes. A vote record can list several series. Series with 500 or more vote records have their own page.

SeriesVote recordsAgainst managementSay-on-pay supportShareholder-proposal support
MML VIP Franklin Templeton Equity Fund2,9377.7%92.7%56.3%
MML VIP Invesco Small Cap Equity Fund8344.6%74.7%16.7%

The filings

These figures are read from the filer's own Form N-PX. If a vote on this page looks wrong, the filing is the record: a dispute about a filed vote is a matter for the filer, and an error in how this site read the filing is a matter for corrections.

Questions

How did MML Series Investment Fund II vote on executive pay?

In the year to 30 June 2026 MML Series Investment Fund II reported 311 votes in the category SECTION 14A SAY-ON-PAY VOTES that were cast for, against or abstain. 272 were for (87.5%), 39 against and 0 abstentions. Counting one item per company meeting, it voted against management on 38 of the 300 say-on-pay items it marked either way.

How often does MML Series Investment Fund II vote against management?

7.0% of the time in the year to 30 June 2026: 265 of the 3,770 votes it marked as for or against management. Form N-PX asks each filer to state, vote by vote, whether the vote was for or against management's recommendation; this figure counts those marks.

Did MML Series Investment Fund II support shareholder proposals on climate?

In the category ENVIRONMENT OR CLIMATE it reported 39 votes on proposals from security holders in the year to 30 June 2026 and voted for 5 of them (12.8%). Across every category it voted for 54.8% of security-holder proposals. Filers choose the category for each vote, so the same proposal can sit in different categories in different filings.

Is this the result of the meetings?

No. Form N-PX shows how this filer voted the shares it held. It does not show how other shareholders voted or whether a proposal was approved. Companies report certified results separately, on Form 8-K.

Where does the data come from?

From the Form N-PX filings of this filer on the SEC's EDGAR system, read as filed. The SEC does not verify the contents. Amended filings (N-PX/A) replace the filings they amend. Data on this page runs through 23 Sep 2026.

Provenance: SEC EDGAR, Form N-PX and N-PX/A filings by MML Series Investment Fund II (filer no. 1317146), read as filed and not verified by the SEC. Amended filings replace the filings they amend. Filings read through 23 Sep 2026; page built 26 Sep 2026.