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Form N-PX · fund registrantSEC filer no. 719269

MFS VARIABLE INSURANCE TRUST II

fund voting report, part of MFS

Vote records reported
16,846year to 30 June 2026
Against management
4.0%656 of 16,481 marked votes
Say-on-pay support
94.1%for, of for + against + abstain
Shareholder-proposal support
27.5%for, of for + against + abstain
93.3% for5.5% against1.2% other4.0% against management16,676 votes

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

For the year to 30 June 2026, MFS VARIABLE INSURANCE TRUST II reported 16,846 vote records on Form N-PX. 656 of the 16,481 votes that were marked for or against management went against management: 4.0%, 2.2 percentage points below the median fund registrant (6.2%).

Weighted by the number of shares voted, the against-management share is 2.2%. 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 94.1% of the section 14A say-on-pay items it reported (the median fund registrant: 91.6%) and it voted for 27.5% of the proposals put forward by security holders (the median fund registrant: 27.5%).

By category, votes against management were most frequent in SHAREHOLDER RIGHTS AND DEFENSES (30.2% of 53), OTHER SOCIAL ISSUES (9.4% of 299) and ENVIRONMENT OR CLIMATE (8.9% of 190).

It reported 37.8 million shares out on loan at record dates, 1.95% 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 share4.0%6.2%10.6%
Say-on-pay support rate94.1%91.6%86.0%
Shareholder-proposal support rate27.5%27.5%33.9%
Shares on loan, share of shares held1.95%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 ELECTIONS9,3658,9812213.5%
SECTION 14A SAY-ON-PAY VOTES582525335.8%
AUDIT-RELATED1,0821,07720.0%
SHAREHOLDER RIGHTS AND DEFENSES58381630.2%
EXTRAORDINARY TRANSACTIONS10510232.9%
CAPITAL STRUCTURE1,7821,739433.3%
COMPENSATION1,4531,372784.5%
CORPORATE GOVERNANCE2,2721,9932606.4%
ENVIRONMENT OR CLIMATE190611298.9%
HUMAN RIGHTS OR HUMAN CAPITAL/WORKFORCE9435591.1%
DIVERSITY, EQUITY, AND INCLUSION10235671.0%
OTHER SOCIAL ISSUES2991081919.4%
OTHER544682.2%

By season

SeasonVote recordsAgainst managementSay-on-pay supportShareholder-proposal supportSplit
year to 30 June 202417,7324.7%93.9%31.0%
year to 30 June 202517,2464.3%96.1%24.3%
year to 30 June 202616,8464.0%94.1%27.5%

Say-on-pay votes against management

Counting one say-on-pay item per company meeting, MFS VARIABLE INSURANCE TRUST II voted against management on 19 of the 267 it marked either way (7.1%) in the year to 30 June 2026.

Shareholder proposals it supported

Of 269 proposals from security holders that could be told apart in the filings and on which it cast a vote, MFS VARIABLE INSURANCE TRUST II voted for 72 (26.8%). 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
Amazon.com, Inc.20 May 2026Shareholder proposal requesting a report on impact of climate commitments
Amazon.com, Inc.20 May 2026Shareholder proposal requesting additional reporting on impact of data centers on climate commitments
NVIDIA Corporation24 Jun 2026Approval of a non-binding stockholder proposal requesting the replacement of supermajority voting...
Alphabet Inc.5 Jun 2026Shareholder proposal regarding a report on AI data usage oversight
Alphabet Inc.5 Jun 2026Shareholder proposal regarding a report on AI-generated misinformation
Alphabet Inc.5 Jun 2026Shareholder proposal regarding equal shareholder voting
Netflix, Inc.4 Jun 2026Stockholder proposal entitled, "Proposal 4 - Shareholder Right to Act by Written Consent,"
Berkshire Hathaway Inc.2 May 2026Shareholder proposal requesting that the Company issue a report disclosing the Board's oversight framework...
Tesla, Inc.6 Nov 2025A shareholder proposal to amend the bylaws to repeal 3% derivative suit ownership threshold.
Tesla, Inc.6 Nov 2025A shareholder proposal to seek shareholder approval before adopting an amendment to the bylaws pursuant to...
Tesla, Inc.6 Nov 2025Declassify the Board of Directors
Tesla, Inc.6 Nov 2025Shareholder proposal: CORPORATE GOVERNANCE
NextEra Energy, Inc.21 May 2026Report on Plans to Reduce and Align GHG Emissions with Paris Agreement Goals
QUALCOMM Incorporated17 Mar 2026Stockholder proposal entitled "Shareholder Ability to Call for a Special Meeting."
International Business Machines Corporation28 Apr 2026Stockholder Proposal Requesting a Right to Act by Written Consent
CATERPILLAR INC.10 Jun 2026Shareholder Proposal - Shareholder Right to Act by Written Consent
Wells Fargo & Company28 Apr 2026Shareholder Proposal - Govern by Majority Vote.
Texas Instruments Incorporated16 Apr 2026Stockholder proposal to permit stockholders to act by written consent.
The Goldman Sachs Group, Inc.29 Apr 2026Shareholder Proposal Regarding Lobbying Disclosure
Deere & Company25 Feb 2026Shareholder proposal on shareholder right to act by written consent
Starbucks Corporation25 Mar 2026Shareholder proposal requesting supermajority shareholder voting requirements be replaced with majority...
THE BOEING COMPANY17 Apr 2026Action by Written Consent.
Palo Alto Networks, Inc.9 Dec 2025To consider and vote upon a shareholder proposal, if properly presented at the Annual Meeting, regarding...
Booking Holdings Inc.2 Jun 2026Non-binding stockholder vote on a proposal to avoid brand damage due to corporate political spending.
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.
The Cigna Group22 Apr 2026Shareholder Proposal - Shareholder Right to Act by Written Consent
O'Reilly Automotive, Inc.14 May 2026Shareholder proposal entitled "Avoid Brand Damage due to Corporate Political Spending."
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...
Otis Worldwide Corporation27 May 2026Shareholder proposal regarding reporting on political contributions and expenditures
Snowflake Inc.29 Jun 2026To consider and vote on, if properly presented at the meeting, a non-binding stockholder proposal...
General Mills, Inc.30 Sep 2025Shareholder Proposal - Disclosure of Regenerative Agriculture Practices Within Supply Chain.
Airbnb, Inc.5 Jun 2026Dual-class sunset; and
The Hartford Insurance Group, Inc.20 May 2026Shareholder proposal that the Company adopt written consent rights for shareholders
Datadog, Inc.15 Jun 2026The stockholder proposal, if properly presented at the Annual Meeting, requesting the adoption of a simple...
Verisk Analytics, Inc.19 May 2026Shareholder Proposal - Shareholder Right to Act by Written Consent.
Church & Dwight Co., Inc.1 May 2026Stockholder Proposal - Permit Stockholder Action by Written Consent.

Shares on loan

MFS VARIABLE INSURANCE TRUST II reported 37.8 million shares on loan at record dates against 1.90 billion shares voted: 1.95% 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

11 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
MFS Global Tactical Allocation Portfolio2,7922.4%96.3%19.0%
MFS Core Equity Portfolio2,2525.0%96.3%21.7%
MFS Global Research Portfolio1,8753.7%95.0%24.7%
MFS Research International Portfolio1,7912.6%100.0%25.0%
MFS Blended Research Core Equity Portfolio1,6335.9%92.0%25.7%
MFS International Intrinsic Equity Portfolio1,4622.3%100.0%25.0%
MFS International Growth Portfolio1,3043.2%not reportednot reported
MFS Emerging Markets Equity Portfolio1,2846.2%not reported62.5%
MFS Global Growth Portfolio1,1333.3%95.6%22.6%
MFS Massachusetts Investors Growth Stock Portfolio7623.3%95.6%22.6%
MFS Technology Portfolio55810.9%81.6%29.1%

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 MFS VARIABLE INSURANCE TRUST II vote on executive pay?

In the year to 30 June 2026 MFS VARIABLE INSURANCE TRUST II reported 558 votes in the category SECTION 14A SAY-ON-PAY VOTES that were cast for, against or abstain. 525 were for (94.1%), 33 against and 0 abstentions. Counting one item per company meeting, it voted against management on 19 of the 267 say-on-pay items it marked either way.

How often does MFS VARIABLE INSURANCE TRUST II vote against management?

4.0% of the time in the year to 30 June 2026: 656 of the 16,481 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 MFS VARIABLE INSURANCE TRUST II support shareholder proposals on climate?

In the category ENVIRONMENT OR CLIMATE it reported 146 votes on proposals from security holders in the year to 30 June 2026 and voted for 17 of them (11.6%). Across every category it voted for 27.5% 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 MFS VARIABLE INSURANCE TRUST II (filer no. 719269), 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.