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Form N-PX · fund registrantSEC filer no. 831016

VARIABLE INSURANCE PRODUCTS FUND II

fund voting report, part of Fidelity

Vote records reported
90,935year to 30 June 2026
Against management
4.5%3,837 of 85,076 marked votes
Say-on-pay support
94.7%for, of for + against + abstain
Shareholder-proposal support
23.6%for, of for + against + abstain
92.5% for5.0% against2.5% other4.5% against management86,518 votes

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

VARIABLE INSURANCE PRODUCTS FUND II reported 90,935 vote records for the year to 30 June 2026. It marked 4.5% of its votes as cast against management (3,837 of 85,076), 1.7 percentage points below the median fund registrant, which was 6.2%.

Weighted by the number of shares voted, the against-management share is 9.3%. 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 94.7% of the section 14A say-on-pay items it reported (the median fund registrant: 91.6%) and it voted for 23.6% 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 (16.5% of 267), EXTRAORDINARY TRANSACTIONS (15.4% of 878) and COMPENSATION (10.1% of 5,646).

It reported 179.0 million shares out on loan at record dates, 1.53% 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 share4.5%6.2%10.6%
Say-on-pay support rate94.7%91.6%86.0%
Shareholder-proposal support rate23.6%27.5%33.9%
Shares on loan, share of shares held1.53%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 ELECTIONS51,91249,3509783.4%
SECTION 14A SAY-ON-PAY VOTES6,0595,2922965.6%
AUDIT-RELATED7,2797,1511241.5%
INVESTMENT COMPANY MATTERS2200.0%
SHAREHOLDER RIGHTS AND DEFENSES2892403316.5%
EXTRAORDINARY TRANSACTIONS87973714215.4%
CAPITAL STRUCTURE4,8254,4084178.7%
COMPENSATION5,6915,05561610.1%
CORPORATE GOVERNANCE10,1068,9621,0855.4%
ENVIRONMENT OR CLIMATE4021032991.7%
HUMAN RIGHTS OR HUMAN CAPITAL/WORKFORCE182811012.2%
DIVERSITY, EQUITY, AND INCLUSION210811291.9%
OTHER SOCIAL ISSUES5741923829.4%
OTHER6143772218.9%

By season

SeasonVote recordsAgainst managementSay-on-pay supportShareholder-proposal supportSplit
year to 30 June 202493,9235.8%93.4%25.2%
year to 30 June 202592,0444.7%95.0%23.3%
year to 30 June 202690,9354.5%94.7%23.6%

Say-on-pay votes against management

Counting one say-on-pay item per company meeting, VARIABLE INSURANCE PRODUCTS FUND II voted against management on 119 of the 2,380 it marked either way (5.0%) in the year to 30 June 2026. The 40 companies with the most reporting filers are listed.

A further 4 say-on-pay items were reported without a management mark and are left out of both sides of that fraction.

Shareholder proposals it supported

Of 882 proposals from security holders that could be told apart in the filings and on which it cast a vote, VARIABLE INSURANCE PRODUCTS FUND II voted for 202 (22.9%). 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 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 equal shareholder voting
The Home Depot, Inc.21 May 2026Shareholder Proposal Regarding Report on Packaging Policies for Plastics
Berkshire Hathaway Inc.2 May 2026Shareholder proposal requesting that the Company issue a report disclosing the Board's oversight framework...
The Coca-Cola Company29 Apr 2026Vote on a shareowner proposal requesting a report on the extent of the Company's diversity, equity and...
The Coca-Cola Company29 Apr 2026Vote on a shareowner proposal requesting a report on the Company's plans to increase sustainability disclosure
Tesla, Inc.6 Nov 2025A shareholder proposal to amend the bylaws to repeal 3% derivative suit ownership threshold.
Tesla, Inc.6 Nov 2025Declassify the Board of Directors
Tesla, Inc.6 Nov 2025Shareholder proposal: CORPORATE GOVERNANCE
Wells Fargo & Company28 Apr 2026Shareholder Proposal - Govern by Majority Vote.
Starbucks Corporation25 Mar 2026Shareholder proposal requesting supermajority shareholder voting requirements be replaced with majority...
Palo Alto Networks, Inc.9 Dec 2025To consider and vote upon a shareholder proposal, if properly presented at the Annual Meeting, regarding...
Meta Platforms, Inc.27 May 2026A shareholder proposal regarding annual vote regarding executive pay.
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 report on climate change-related commitments.
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.
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...
AppLovin Corporation3 Jun 2026Stockholder proposal regarding disclosure of voting results by class of shares
WEC Energy Group, Inc.7 May 2026Stockholder proposal to govern by majority vote
Airbnb, Inc.5 Jun 2026Dual-class sunset; and
Datadog, Inc.15 Jun 2026The stockholder proposal, if properly presented at the Annual Meeting, requesting the adoption of a simple...
Keysight Technologies, Inc.19 Mar 2026Consider, on a non-binding advisory basis, a Stockholder Proposal: Shareholder Ability to Call for a...
Workday, Inc.16 Jun 2026To consider and vote upon a stockholder proposal regarding disclosure of voting results based on share class.
Citizens Financial Group, Inc.23 Apr 2026Shareholder proposal for the adoption of a majority voting standard.
Lennar Corporation8 Apr 2026Vote on a stockholder proposal on Disclosure of Voting Result by Share Class.
Lennar Corporation8 Apr 2026Shareholder proposal: SHAREHOLDER RIGHTS AND DEFENSES
ON Semiconductor Corporation14 May 2026To vote on a stockholder proposal regarding simple majority voting
Albemarle Corporation5 May 2026Shareholder Proposal regarding shareholders ability to call for a special shareholder meeting.
lululemon athletica inc.25 Jun 2026Declassify the Board of Directors
CF Industries Holdings, Inc.28 Apr 2026Shareholder proposal regarding shareholder approval requirement for excessive golden parachutes
Zscaler, Inc.12 Jan 2026To vote on a non-binding stockholder proposal requesting the declassification of our board of directors.
Tyson Foods, Inc.5 Feb 2026Shareholder proposal regarding disclosure of voting results based on class of shares.
HubSpot, Inc.15 Jun 2026A stockholder proposal to change the Company's Sixth Amended and Restated Bylaws to allow 10% holders of...
BJ's Wholesale Club Holdings, Inc.18 Jun 2026Vote on a shareholder proposal regarding adopting a majority voting standard
Norwegian Cruise Line Holdings Ltd.11 Jun 2026A shareholder proposal requesting the declassification of our board of directors
Campbell Soup Company18 Nov 2025To vote on a shareholder proposal regarding simple majority voting.
Universal Health Services, Inc.20 May 2026Disclosure of Voting Results Based on Shareholders' Money at Risk

Shares on loan

VARIABLE INSURANCE PRODUCTS FUND II reported 179.0 million shares on loan at record dates against 11.49 billion shares voted: 1.53% 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

8 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
VIP International Index Portfolio30,8916.7%100.0%29.4%
VIP Total Market Index Portfolio24,3463.0%95.1%13.9%
VIP Extended Market Index Portfolio17,6673.2%94.6%28.4%
VIP Index 500 Portfolio6,5911.8%97.3%10.0%
VIP Disciplined Small Cap Portfolio5,0337.0%93.3%16.7%
VIP Contrafund Portfolio4,3845.2%96.9%16.2%
VIP International Capital Appreciation Portfolio1,0442.5%100.0%0.0%
VIP Emerging Markets Portfolio97912.2%not reported86.7%

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 VARIABLE INSURANCE PRODUCTS FUND II vote on executive pay?

In the year to 30 June 2026 VARIABLE INSURANCE PRODUCTS FUND II reported 5,588 votes in the category SECTION 14A SAY-ON-PAY VOTES that were cast for, against or abstain. 5,292 were for (94.7%), 296 against and 0 abstentions. Counting one item per company meeting, it voted against management on 119 of the 2,380 say-on-pay items it marked either way. A further 4 say-on-pay items were reported without a management mark and are not counted in that figure.

How often does VARIABLE INSURANCE PRODUCTS FUND II vote against management?

4.5% of the time in the year to 30 June 2026: 3,837 of the 85,076 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 VARIABLE INSURANCE PRODUCTS FUND II support shareholder proposals on climate?

In the category ENVIRONMENT OR CLIMATE it reported 304 votes on proposals from security holders in the year to 30 June 2026 and voted for 6 of them (2.0%). Across every category it voted for 23.6% 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 VARIABLE INSURANCE PRODUCTS FUND II (filer no. 831016), 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.