UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
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Investment Company Act file number | 811-06711 |
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Morgan Stanley Special Growth Fund |
(Exact name of registrant as specified in charter) |
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522 Fifth Avenue, New York, New York | 10036 |
(Address of principal executive offices) | (Zip code) |
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Stefanie V. Chang Yu, Esq. |
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Managing Director |
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Morgan Stanley Investment Management Inc. |
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522 Fifth Avenue |
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New York, New York 10036 |
(Name and address of agent for service) |
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Registrant’s telephone number, including area code: | 800-869-6397 |
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Date of fiscal year end: | 2/28 |
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Date of reporting period: | 7/1/11 – 6/30/12 |
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******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-06711 Reporting Period: 07/01/2011 - 06/30/2012 Morgan Stanley Special Growth Fund ====================== Morgan Stanley Special Growth Fund ====================== ABCAM PLC Ticker: ABC Security ID: G0060R118 Meeting Date: OCT 21, 2011 Meeting Type: Annual Record Date: OCT 19, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Final Dividend For For Management 4 Reappoint Deloitte LLP as Auditors and For For Management Authorise Their Remuneration 5 Re-elect Tony Kouzarides as Director For For Management 6 Re-elect Jim Warwick as Director For For Management 7 Elect Tony Martin as Director For For Management 8 Authorise Issue of Equity with For For Management Pre-emptive Rights 9 Authorise Issue of Equity without For For Management Pre-emptive Rights 10 Authorise Market Purchase For For Management -------------------------------------------------------------------------------- BROOKFIELD INCORPORACOES SA Ticker: BISA3 Security ID: P1901G105 Meeting Date: AUG 31, 2011 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles to Reflect Changes in For For Management Capital -------------------------------------------------------------------------------- BROOKFIELD INCORPORACOES SA Ticker: BISA3 Security ID: P1901G105 Meeting Date: SEP 14, 2011 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Ratify Increase in Capital Through For For Management Issuance of 22,043,542 Shares Re: Authorization Granted by May 10, 2011 EGM -------------------------------------------------------------------------------- BROOKFIELD INCORPORACOES SA Ticker: BISA3 Security ID: P1901G105 Meeting Date: SEP 23, 2011 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles Several Articles of For For Management Bylaws in Compliance with BM&F Bovespa New Listing Regulation 2 Consolidate and Approve Revised Bylaws For For Management -------------------------------------------------------------------------------- CETIP S.A. BALCAO ORGANIZADO DE ATIVOS E DERIVATIVOS Ticker: CTIP3 Security ID: P23840104 Meeting Date: SEP 12, 2011 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1.1 Approve Change in Company Name For For Management 1.2 Amend Articles Re: Novo Mercado For For Management Regulations 1.3 Amend Articles to Reflect Changes in For For Management Capital 1.4 Amend Articles Re: Executive Committees For For Management 1.5 Amend Articles Re: Changes in For For Management Corporate Governance 2 Elect Paulo Eduardo de Souza Sampaio For For Management as Independent Director 3 Elect Gilson Finkelsztain as Director For For Management 4 Elect David Goone as Director For For Management 5 Ratify Reinaldo Pereira da Costa Rios For For Management as Vice-Chairman 6 Approve Amendment to the Remuneration For For Management of Executive Officers, Non-Executive Directors, and Fiscal Council Members -------------------------------------------------------------------------------- COMSCORE, INC. Ticker: SCOR Security ID: 20564W105 Meeting Date: JUL 26, 2011 Meeting Type: Annual Record Date: MAY 31, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Magid M. Abraham For For Management 1.2 Elect Director William Katz For For Management 1.3 Elect Director Jarl Mohn For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- COUNTRY STYLE COOKING RESTAURANT CHAIN CO LTD Ticker: CCSC Security ID: 22238M109 Meeting Date: AUG 15, 2011 Meeting Type: Annual Record Date: JUL 08, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Omnibus Stock Plan For Against Management 2 Other Business (Voting) For Against Management -------------------------------------------------------------------------------- EAGLE MATERIALS INC. Ticker: EXP Security ID: 26969P108 Meeting Date: AUG 04, 2011 Meeting Type: Annual Record Date: JUN 09, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Laurence E. Hirsch For For Management 1.2 Elect Director Michael R. Nicolais For For Management 1.3 Elect Director Richard R. Stewart For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency None One Year Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- HMS HOLDINGS CORP. Ticker: HMSY Security ID: 40425J101 Meeting Date: JUL 06, 2011 Meeting Type: Annual Record Date: MAY 17, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William F. Miller III For Withhold Management 1.2 Elect Director Ellen A. Rudnick For For Management 1.3 Elect Director Michael A. Stocker For For Management 1.4 Elect Director Richard H. Stowe For For Management 2 Increase Authorized Common Stock For For Management 3 Adopt Majority Voting for Uncontested For For Management Election of Directors 4 Amend Omnibus Stock Plan For For Management 5 Approve Executive Incentive Bonus Plan For For Management 6 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 7 Advisory Vote on Say on Pay Frequency Three One Year Management Years 8 Ratify Auditors For For Management -------------------------------------------------------------------------------- LLX LOGISTICA S.A Ticker: LLXL3 Security ID: P6398Y105 Meeting Date: NOV 04, 2011 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles Re: Location of Company For For Management Headquarters, Changes to Share Capital, and Novo Mercado Regulatory Changes 2 Elect Director For For Management -------------------------------------------------------------------------------- MAKEMYTRIP LTD Ticker: MMYT Security ID: V5633W109 Meeting Date: SEP 30, 2011 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve KPMG as Auditors and Authorize For For Management Board to Fix Their Remuneration 2 Accept Consolidated Financial For For Management Statements and Statutory Reports 3 Reelect Deep Kalra as Director For For Management 4 Reelect Ravi Adusumalli as Director For For Management 5 Reelect Philip C. Wolf as Director For For Management -------------------------------------------------------------------------------- SOLERA HOLDINGS, INC. Ticker: SLH Security ID: 83421A104 Meeting Date: NOV 10, 2011 Meeting Type: Annual Record Date: SEP 30, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Tony Aquila For For Management 1.2 Elect Director Arthur F. Kingsbury For For Management 1.3 Elect Director Kenneth A. Viellieu For For Management 1.4 Elect Director Thomas C. Wajnert For For Management 1.5 Elect Director Stuart J. Yarbrough For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- TECHNE CORPORATION Ticker: TECH Security ID: 878377100 Meeting Date: OCT 27, 2011 Meeting Type: Annual Record Date: SEP 02, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Fix Number of Directors For For Management 2.1 Elect Director Thomas E. Oland For For Management 2.2 Elect Director Roger C. Lucas For For Management 2.3 Elect Director Howard V. O'Connell For For Management 2.4 Elect Director Randolph C Steer For For Management 2.5 Elect Director Robert V. Baumgartner For For Management 2.6 Elect Director Charles A. Dinarello For Withhold Management 2.7 Elect Director Karen A. Holbrook For For Management 2.8 Elect Director John L. Higgins For For Management 2.9 Elect Director Roeland Nusse For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- TEXAS INDUSTRIES, INC. Ticker: TXI Security ID: 882491103 Meeting Date: OCT 12, 2011 Meeting Type: Annual Record Date: AUG 15, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Mel G. Brekhus For For Management 2 Elect Director Eugenio Clariond For For Management 3 Elect Director Sam Coats For For Management 4 Elect Director Thomas R. Ransdell For For Management 5 Elect Director Robert D. Rogers For For Management 6 Elect Director Ronald G. Steinhart For For Management 7 Ratify Auditors For For Management 8 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 9 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- THE ADVISORY BOARD COMPANY Ticker: ABCO Security ID: 00762W107 Meeting Date: SEP 13, 2011 Meeting Type: Annual Record Date: JUL 18, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sanju K. Bansal For For Management 1.2 Elect Director Peter J. Grua For For Management 1.3 Elect Director Kelt Kindick For For Management 1.4 Elect Director Robert W. Musslewhite For For Management 1.5 Elect Director Mark R. Neaman For For Management 1.6 Elect Director Leon D. Shapiro For For Management 1.7 Elect Director Frank J. Williams For For Management 1.8 Elect Director LeAnne M. Zumwalt For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- VAIL RESORTS, INC. Ticker: MTN Security ID: 91879Q109 Meeting Date: DEC 02, 2011 Meeting Type: Annual Record Date: OCT 06, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Roland A. Hernandez For For Management 2 Elect Director Thomas D. Hyde For For Management 3 Elect Director Jeffrey W. Jones For For Management 4 Elect Director Robert A. Katz For For Management 5 Elect Director Richard D. Kincaid For For Management 6 Elect Director John T. Redmond For For Management 7 Elect Director Hilary A. Schneider For For Management 8 Elect Director John F. Sorte For For Management 9 Adopt Plurality Voting for Contested For For Management Election of Directors 10 Ratify Auditors For For Management 11 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 12 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- VISTAPRINT N.V. Ticker: VPRT Security ID: N93540107 Meeting Date: SEP 30, 2011 Meeting Type: Special Record Date: SEP 02, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Authorize Repurchase of Up to 20 For For Management Percent of Issued Share Capital -------------------------------------------------------------------------------- VISTAPRINT N.V. Ticker: VPRT Security ID: N93540107 Meeting Date: NOV 03, 2011 Meeting Type: Annual Record Date: OCT 06, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Peter Gyenes to Supervisory Board For For Management 2 Approve Financial Statements For For Management 3 Approve Discharge of Management Board For For Management 4 Approve Discharge of Supervisory Board For For Management 5 Approve Remuneration of Supervisory For For Management Board 6 Grant Management Board Authority to For For Management Issue Shares 7 Authorize Board to Issue Preference For Against Management Shares up to 100 percent of the Issued Share Capital 8 Authorize Board to Exclude Preemptive For For Management Rights from Issuance under Item 6 and 7 9 Ratify Ernst & Young LLP as Auditors For For Management 10 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 11 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- YOUKU.COM INC. Ticker: YOKU Security ID: 98742U100 Meeting Date: OCT 17, 2011 Meeting Type: Annual Record Date: AUG 24, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Change Company Name to Youku Inc. For For Management ========== END NPX REPORT
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.
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(Registrant): | Morgan Stanley Special Growth Fund | ||
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By (Signature and Title)* |
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| /s/ Arthur Lev |
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| Arthur Lev |
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| President and Principal Executive Officer |
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Date | August 28, 2012 | ||
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* Print the name and title of each signing officer under his or her signature.