SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

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☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

WESTERN ASSET HIGH INCOME OPPORTUNITY FUND INC.

(Name of Registrant as Specified in Its Charter)

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May 22, 2020

Time is Short, and Our Records Indicate You Have Not Voted Your Shares. Your Vote is Needed to Ensure that the Fund Can Continue to Operate

The Western Asset High Income Opportunity Fund Inc. (the “Fund”) Special Meeting of Shareholders is quickly approaching. Ahead of the meeting scheduled to be held on June 5, 2020, you are being asked to vote to approve new agreements¹ between the Fund and its investment manager and subadvisers that will enable the Fund to continue to operate and deliver the returns you rely on.

Vote Today to Support the Management Team that is Committed to Enhancing Shareholder Value

Vote “FOR” the new agreements with the Fund’s investment manager and subadvisers that are building on the Fund’s proven track record of significant value creation by…

  Delivering a 1-year annualized distribution² of 8.84% as of April 30, 2020, an increase from 6.96% as of the same period in 2019   Delivering 5-year annualized total returns² of 3.72%, above its benchmark³ average of 3.45% over the same time period   Outperforming² Lipper Peer Group⁴ averages across key timeframes, including 1.45% vs. 1.15% on a 3-year basis, and 3.72% vs. 2.90% on a 5-year basis

If these new agreements are not approved, the Fund may be forced to liquidate, which could result in serious negative implications for long-term shareholders such as a significant loss of shareholder value, the discontinuation of the Fund’s distributions and negative tax consequences. Remember, a failure to vote is the same as voting against the new agreements.

Protect the Value of Your Investment — Vote the WHITE Proxy Card Today
The Fund’s Board of Directors unanimously recommends that you vote on the WHITE proxy card “FOR” the approval of the new management agreement for the Fund’s investment manager and the new subadvisory agreement for the Fund’s subadvisers to ensure shareholders receive uninterrupted value.

	Your Vote is Important, No Matter How Many or How Few Shares You Own
	You can vote by internet, telephone or by signing and dating the WHITE proxy card and mailing it in the envelope provided.
	If you have any questions about how to vote your shares or need additional assistance, please contact:
	Innisfree M&A		Shareholders Call Toll Free: (877) 825-8621
	Incorporated		Banks and Brokers Call: (212) 750-5833
	REMEMBER We urge you NOT to vote using any other colored proxy card as doing so will revoke your vote on the WHITE proxy card.

Notes

¹  Due to the “change of control” resulting from the pending combination of Legg Mason Inc. (“Legg Mason”), the parent company of the Fund’s investment manager and subadvisers, and Franklin Resources, Inc., a global investment management organization operating as Franklin Templeton.

²  Based on market price for the period ended April 30, 2020.

³  The benchmark is based on the Bloomberg Barclays U.S. Corporate High Yield — 2% Issuer Cap Index. The Bloomberg Barclays U.S. Corporate High Yield — 2% Issuer Cap Index is an index of the 2% Issuer Cap component of the Bloomberg Barclays U.S. Corporate High Yield Index, which covers the U.S. dollar denominated, non-investment grade, fixed-rate, taxable corporate bond market.

⁴  The Fund’s Lipper peer group refers to the peer group of high-yield, levered closed-end funds as selected by Lipper, an independent nationally recognized provider of investment company information.

Forward Looking Statement

Past performance is no guarantee of future results. The information provided is not intended to be a forecast of future events, a guarantee of future results or investment advice.

All investments are subject to risk including the possible loss of principal. All benchmark performance reflects no deduction for fees, expenses or taxes. Please note that an investor cannot invest directly in a benchmark.