SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number: 811-00204 AB Discovery Growth Fund, Inc. (Exact name of registrant as specified in charter) AllianceBernstein L.P. 1345 Avenue of the Americas, New York, New York l0105 (Address of Principal Executive Office) (Zip Code) Registrant's Telephone Number, including Area Code: (800) 221-5672 EMILIE D. WRAPP AllianceBernstein L.P. 1345 Avenue of the Americas New York, New York l0105 (Name and address of agent for service) Copies of communications to: Kathleen K. Clarke Seward & Kissel LLP 901 K Street, N.W. Washington, D.C. 20001 Date of fiscal year end: July 31 Date of reporting period: July 1, 2014 - June 30, 2015 Item 1. Proxy Voting Record. ******************************* FORM N-PX REPORT ******************************* ICA File Number: 811-00204 Reporting Period: 07/01/2014 - 06/30/2015 AB Discovery Growth Fund, Inc. (formerly, AllianceBernstein Discovery Growth Fund, Inc.) ======================== AB Discovery Growth Fund, Inc. ======================== ACADIA HEALTHCARE COMPANY, INC. Ticker: ACHC Security ID: 00404A109 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director E. Perot Bissell For For Management 1.2 Elect Director Hartley R. Rogers For Withhold Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- ACHILLION PHARMACEUTICALS, INC. Ticker: ACHN Security ID: 00448Q201 Meeting Date: JUN 02, 2015 Meeting Type: Annual Record Date: APR 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Milind S. Deshpande For For Management 1.2 Elect Director Jason S. Fisherman For For Management 1.3 Elect Director Gary E. Frashier For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Qualified Employee Stock For For Management Purchase Plan 4 Approve Omnibus Stock Plan For For Management 5 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- ACTUANT CORPORATION Ticker: ATU Security ID: 00508X203 Meeting Date: JAN 21, 2015 Meeting Type: Annual Record Date: NOV 14, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert C. Arzbaecher For Withhold Management 1.2 Elect Director Gurminder S. Bedi For Withhold Management 1.3 Elect Director E. James Ferland For For Management 1.4 Elect Director Thomas J. Fischer For Withhold Management 1.5 Elect Director Mark E. Goldstein For Withhold Management 1.6 Elect Director R. Alan Hunter, Jr. For Withhold Management 1.7 Elect Director Robert A. Peterson For Withhold Management 1.8 Elect Director Holly A. Van Deursen For Withhold Management 1.9 Elect Director Dennis K. Williams For Withhold Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- AFFILIATED MANAGERS GROUP, INC. Ticker: AMG Security ID: 008252108 Meeting Date: JUN 15, 2015 Meeting Type: Annual Record Date: APR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Samuel T. Byrne For For Management 1b Elect Director Dwight D. Churchill For For Management 1c Elect Director Glenn Earle For For Management 1d Elect Director Niall Ferguson For For Management 1e Elect Director Sean M. Healey For For Management 1f Elect Director Tracy P. Palandjian For For Management 1g Elect Director Patrick T. Ryan For For Management 1h Elect Director Jide J. Zeitlin For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Executive Incentive Bonus Plan For For Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- AGIOS PHARMACEUTICALS, INC. Ticker: AGIO Security ID: 00847X104 Meeting Date: JUN 23, 2015 Meeting Type: Annual Record Date: APR 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Douglas G. Cole For For Management 1.2 Elect Director Kaye Foster-Cheek For For Management 1.3 Elect Director John M. Maraganore For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- ALDER BIOPHARMACEUTICALS, INC. Ticker: ALDR Security ID: 014339105 Meeting Date: MAY 19, 2015 Meeting Type: Annual Record Date: MAR 25, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephen M. Dow For For Management 1.2 Elect Director A. Bruce Montgomery For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- ALIGN TECHNOLOGY, INC. Ticker: ALGN Security ID: 016255101 Meeting Date: MAY 13, 2015 Meeting Type: Annual Record Date: MAR 18, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joseph Lacob For For Management 1.2 Elect Director C. Raymond Larkin, Jr. For For Management 1.3 Elect Director George J. Morrow For For Management 1.4 Elect Director David C. Nagel For For Management 1.5 Elect Director Thomas M. Prescott For For Management 1.6 Elect Director Andrea L. Saia For For Management 1.7 Elect Director Greg J. Santora For For Management 1.8 Elect Director Warren S. Thaler For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- AMC NETWORKS INC. Ticker: AMCX Security ID: 00164V103 Meeting Date: JUN 09, 2015 Meeting Type: Annual Record Date: APR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jonathan F. Miller For Withhold Management 1.2 Elect Director Leonard Tow For For Management 1.3 Elect Director David E. Van Zandt For For Management 1.4 Elect Director Carl E. Vogel For Withhold Management 1.5 Elect Director Robert C. Wright For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- AMETEK, INC. Ticker: AME Security ID: 031100100 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James R. Malone For For Management 1.2 Elect Director Elizabeth R. Varet For For Management 1.3 Elect Director Dennis K. Williams For For Management 2 Provide Right to Call Special Meeting For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- ASPEN TECHNOLOGY, INC. Ticker: AZPN Security ID: 045327103 Meeting Date: DEC 04, 2014 Meeting Type: Annual Record Date: OCT 10, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joan C. McArdle For For Management 1.2 Elect Director Simon J. Orebi Gann For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- BRIGHT HORIZONS FAMILY SOLUTIONS INC. Ticker: BFAM Security ID: 109194100 Meeting Date: MAY 11, 2015 Meeting Type: Annual Record Date: MAR 25, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director E. Townes Duncan For For Management 1.2 Elect Director Jordan Hitch For For Management 1.3 Elect Director Linda Mason For For Management 1.4 Elect Director Mary Ann Tocio For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- BUFFALO WILD WINGS, INC. Ticker: BWLD Security ID: 119848109 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sally J. Smith For For Management 1.2 Elect Director J. Oliver Maggard For For Management 1.3 Elect Director James M. Damian For For Management 1.4 Elect Director Dale M. Applequist For For Management 1.5 Elect Director Warren E. Mack For For Management 1.6 Elect Director Michael P. Johnson For For Management 1.7 Elect Director Jerry R. Rose For For Management 1.8 Elect Director Cynthia L. Davis For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- CABELA'S INCORPORATED Ticker: CAB Security ID: 126804301 Meeting Date: JUN 03, 2015 Meeting Type: Annual Record Date: APR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Theodore M. Armstrong For For Management 1.2 Elect Director James W. Cabela For For Management 1.3 Elect Director John H. Edmondson For For Management 1.4 Elect Director Dennis Highby For For Management 1.5 Elect Director Michael R. McCarthy For For Management 1.6 Elect Director Thomas L. Millner For For Management 1.7 Elect Director Donna M. Milrod For For Management 1.8 Elect Director Beth M. Pritchard For For Management 1.9 Elect Director James F. Wright For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CADENCE DESIGN SYSTEMS, INC. Ticker: CDNS Security ID: 127387108 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mark W. Adams For For Management 1.2 Elect Director Susan L. Bostrom For For Management 1.3 Elect Director James D. Plummer For For Management 1.4 Elect Director Alberto For For Management Sangiovanni-Vincentelli 1.5 Elect Director George M. Scalise For For Management 1.6 Elect Director John B. Shoven For For Management 1.7 Elect Director Roger S. Siboni For For Management 1.8 Elect Director Young K. Sohn For For Management 1.9 Elect Director Lip-Bu Tan For For Management 2 Amend Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- CARLISLE COMPANIES INCORPORATED Ticker: CSL Security ID: 142339100 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAR 11, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James D. Frias For For Management 1.2 Elect Director Lawrence A. Sala For For Management 1.3 Elect Director Magalen C. Webert For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Increase Authorized Common Stock For For Management 5 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- CAVIUM, INC. Ticker: CAVM Security ID: 14964U108 Meeting Date: JUN 18, 2015 Meeting Type: Annual Record Date: APR 22, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sanjay Mehrotra For For Management 1.2 Elect Director Madhav V. Rajan For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CONCHO RESOURCES INC. Ticker: CXO Security ID: 20605P101 Meeting Date: JUN 04, 2015 Meeting Type: Annual Record Date: APR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Steven L. Beal For For Management 1.2 Elect Director Tucker S. Bridwell For For Management 1.3 Elect Director Mark B. Puckett For For Management 2 Ratify Grant Thornton LLP as Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CONCUR TECHNOLOGIES, INC. Ticker: CNQR Security ID: 206708109 Meeting Date: NOV 19, 2014 Meeting Type: Special Record Date: OCT 08, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Advisory Vote on Golden Parachutes For Against Management 3 Adjourn Meeting For For Management -------------------------------------------------------------------------------- COSTAR GROUP, INC. Ticker: CSGP Security ID: 22160N109 Meeting Date: JUN 03, 2015 Meeting Type: Annual Record Date: APR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael R. Klein For For Management 1.2 Elect Director Andrew C. Florance For For Management 1.3 Elect Director Michael J. Glosserman For For Management 1.4 Elect Director Warren H. Haber For For Management 1.5 Elect Director John W. Hill For For Management 1.6 Elect Director Christopher J. Nassetta For For Management 1.7 Elect Director David J. Steinberg For For Management 2 Amend Qualified Employee Stock For For Management Purchase Plan 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- DBV TECHNOLOGIES Ticker: DBV Security ID: 23306J101 Meeting Date: JUN 23, 2015 Meeting Type: Annual/Special Record Date: MAY 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Treatment of Losses For For Management 4 Acknowledge Auditors' Special Report For For Management on Related-Party Transactions Mentioning the Absence of New Transactions 5 Ratify Appointment of Chahra Louafi as For Against Management Director 6 Ratify Appointment of Daniel Soland as For For Management Director 7 Approve Remuneration of Directors in For For Management the Aggregate Amount of EUR 350,000 8 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 9 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 10 Authorize Capitalization of Reserves For For Management of Up to 50 Percent of Issued Capital for Bonus Issue or Increase in Par Value 11 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to 30 Percent of Issued Share Capital 12 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights up to 30 Percent of Issued Share Capital 13 Approve Issuance of Equity or For For Management Equity-Linked Securities for up to 20 Percent of Issued Capital Per Year for Private Placements, up to 30 Percent of Issued Share Capital 14 Authorize Board to Set Issue Price for For For Management 10 Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights 15 Authorize Board to Increase Capital in For For Management the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above under Items 11-13 16 Authorize Capital Increase of up to 10 For For Management Percent of Issued Capital for Contributions in Kind 17 Approve Issuance of Warrants (BSA, For For Management BSAANE and/or BSAAR) without Preemptive Rights up to 4 Percent of Issued Capital Reserved for Corporate Officers, Scientific Committee Members, Employees, Consultants and/or Services Providers 18 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 19 Authorize up to 5 Percent of Issued For For Management Capital for Use in Restricted Stock Plans 20 Set Total Limit for Capital Increase For For Management to Result from Issuance Requests under Items 11-13 and 16 at 65 percent of Issued Share Capital 21 Amend Article 23 of Bylaws Re: Absence For For Management of Double Voting Rights 22 Approve Merger Agreement with Phys For For Management Participations 23 Approve Merger Agreement with DBCS For For Management Participations 24 Issue 301,788 Shares in Connection For For Management with Acquisition of Phys Participations 25 Issue 288,785 Shares in Connection For For Management with Acquisition of DBCS Participations 26 Pursuant to Items 22 and 24, Approve For For Management Allocation of Merger Premium 27 Pursuant to Items 23 and 25, Approve For For Management Allocation of Merger Premium 28 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares, Following the Merger with Phys Participations 29 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares, Following the Merger with DBCS Participations 30 Amend Article 6 of Bylaws to Reflect For For Management Changes in Capital Pursuant to Merger with Phys Participations 31 Amend Article 6 of Bylaws to Reflect For For Management Changes in Capital Pursuant to Merger with DBCS Participations 32 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- DEXCOM, INC. Ticker: DXCM Security ID: 252131107 Meeting Date: MAY 28, 2015 Meeting Type: Annual Record Date: APR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Terrance H. Gregg For For Management 1b Elect Director Kevin Sayer For For Management 1c Elect Director Nicholas Augustinos For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Omnibus Stock Plan For Against Management 5 Approve Qualified Employee Stock For For Management Purchase Plan -------------------------------------------------------------------------------- DIPLOMAT PHARMACY, INC. Ticker: DPLO Security ID: 25456K101 Meeting Date: JUN 05, 2015 Meeting Type: Annual Record Date: APR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Philip R. Hagerman For For Management 1.2 Elect Director David Dreyer For For Management 2 Ratify BDO USA, LLP as 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 -------------------------------------------------------------------------------- ENVISION HEALTHCARE HOLDINGS, INC. Ticker: EVHC Security ID: 29413U103 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: APR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Carol J. Burt For For Management 1.2 Elect Director Leonard M. Riggs, Jr. For For Management 1.3 Elect Director James D. Shelton For For Management 2 Approve Qualified Employee Stock For For Management Purchase Plan 3 Approve Nonqualified Employee Stock For For Management Purchase Plan 4 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- EXPEDITORS INTERNATIONAL OF WASHINGTON, INC. Ticker: EXPD Security ID: 302130109 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert R. Wright For For Management 1.2 Elect Director Mark A. Emmert For For Management 1.3 Elect Director Dan P. Kourkoumelis For For Management 1.4 Elect Director Michael J. Malone For For Management 1.5 Elect Director Richard B. McCune For For Management 1.6 Elect Director John W. Meisenbach For For Management 1.7 Elect Director Jeffrey S. Musser For For Management 1.8 Elect Director Liane J. Pelletier For For Management 1.9 Elect Director James L.K. Wang For For Management 1.10 Elect Director Tay Yoshitani For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Approve Stock Option Plan For For Management 4 Ratify KPMG LLP as Auditors For For Management 5 Provide Proxy Access Right For Against Management 6 Proxy Access Against For Shareholder 7 Require Shareholder Approval of Against Against Shareholder Specific Performance Metrics in Equity Compensation Plans 8 Pro-rata Vesting of Equity Awards Against For Shareholder 9 Stock Retention Against Against Shareholder 10 Clawback of Incentive Payments Against For Shareholder -------------------------------------------------------------------------------- F5 NETWORKS, INC. Ticker: FFIV Security ID: 315616102 Meeting Date: MAR 12, 2015 Meeting Type: Annual Record Date: JAN 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director A. Gary Ames For For Management 1b Elect Director Sandra Bergeron For For Management 1c Elect Director Jonathan Chadwick For For Management 1d Elect Director Michael Dreyer For For Management 1e Elect Director Peter Klein For For Management 1f Elect Director Stephen Smith For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Qualified Employee Stock For For Management Purchase Plan 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- FIRST REPUBLIC BANK Ticker: FRC Security ID: 33616C100 Meeting Date: MAY 12, 2015 Meeting Type: Annual Record Date: MAR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James H. Herbert, II For For Management 1.2 Elect Director Katherine August-deWilde For For Management 1.3 Elect Director Thomas J. Barrack, Jr. For For Management 1.4 Elect Director Frank J. Fahrenkopf, Jr. For For Management 1.5 Elect Director L. Martin Gibbs For For Management 1.6 Elect Director Boris Groysberg For For Management 1.7 Elect Director Sandra R. Hernandez For For Management 1.8 Elect Director Pamela J. Joyner For For Management 1.9 Elect Director Reynold Levy For For Management 1.10 Elect Director Jody S. Lindell For For Management 1.11 Elect Director Duncan L. Niederauer For For Management 1.12 Elect Director George G.C. Parker For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify KPMG LLP as Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- FIVE BELOW, INC. Ticker: FIVE Security ID: 33829M101 Meeting Date: JUN 18, 2015 Meeting Type: Annual Record Date: APR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David M. Mussafer For For Management 1.2 Elect Director David Schlessinger For For Management 1.3 Elect Director Thomas G. Vellios For For Management 1.4 Elect Director Catherine E. Buggeln For For Management 1.5 Elect Director Joel D. Anderson For For Management 1.6 Elect Director Kathleen S. Barclay For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Adopt Majority Voting for Uncontested For For Management Election of Directors -------------------------------------------------------------------------------- FMC TECHNOLOGIES, INC. Ticker: FTI Security ID: 30249U101 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Mike R. Bowlin For For Management 1b Elect Director Clarence P. Cazalot, Jr. For For Management 1c Elect Director Eleazar de Carvalho For For Management Filho 1d Elect Director C. Maury Devine For For Management 1e Elect Director Claire S. Farley For For Management 1f Elect Director John T. Gremp For For Management 1g Elect Director Thomas M. Hamilton For For Management 1h Elect Director Peter Mellbye For For Management 1i Elect Director Joseph H. Netherland For For Management 1j Elect Director Peter Oosterveer For For Management 1k Elect Director Richard A. Pattarozzi For For Management 1l Elect Director James M. Ringler For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- GENESEE & WYOMING INC. Ticker: GWR Security ID: 371559105 Meeting Date: MAY 12, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a.1 Elect Director Richard H. Allert For For Management 1a.2 Elect Director Michael Norkus For For Management 1a.3 Elect Director Ann N. Reese For For Management 1b.4 Elect Director Hunter C. Smith For For Management 2 Amend Omnibus Stock Plan For Against Management 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- GRAND CANYON EDUCATION, INC. Ticker: LOPE Security ID: 38526M106 Meeting Date: MAY 18, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Brent D. Richardson For Against Management 1.2 Elect Director Brian E. Mueller For For Management 1.3 Elect Director David J. Johnson For For Management 1.4 Elect Director Jack A. Henry For For Management 1.5 Elect Director Bradley A. Casper For For Management 1.6 Elect Director Kevin F. Warren For For Management 1.7 Elect Director Sara R. Dial For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- GUIDEWIRE SOFTWARE, INC. Ticker: GWRE Security ID: 40171V100 Meeting Date: DEC 04, 2014 Meeting Type: Annual Record Date: OCT 08, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Andrew Brown For For Management 1.2 Elect Director Craig Cornway For For Management 1.3 Elect Director Clifton Thomas For For Management Weatherford 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 -------------------------------------------------------------------------------- GW PHARMACEUTICALS PLC Ticker: GWP Security ID: 36197T103 Meeting Date: FEB 05, 2015 Meeting Type: Annual Record Date: JAN 07, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For Against Management 3 Approve Remuneration Policy For For Management 4 Re-elect Justin Gover as Director For For Management 5 Re-elect Dr Stephen Wright as Director For For Management 6 Reappoint Deloitte LLP as Auditors For For Management 7 Authorise Board to Fix Remuneration of For For Management Auditors 8 Authorise Issue of Equity with For Against Management Pre-emptive Rights 9 Amend Long-Term Incentive Plan For Against Management 10 Authorise Issue of Equity without For Against Management Pre-emptive Rights -------------------------------------------------------------------------------- HEARTWARE INTERNATIONAL, INC. Ticker: HTWR Security ID: 422368100 Meeting Date: JUN 04, 2015 Meeting Type: Annual Record Date: APR 08, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Cynthia Feldmann For For Management 1.2 Elect Director Denis Wade For For Management 2 Ratify Grant Thornton LLP as Auditors For For Management 3 Increase Authorized Common Stock For For Management 4 Amend Omnibus Stock Plan For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- HEXCEL CORPORATION Ticker: HXL Security ID: 428291108 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Nick L. Stanage For For Management 1.2 Elect Director Joel S. Beckman For For Management 1.3 Elect Director Lynn Brubaker For For Management 1.4 Elect Director Jeffrey C. Campbell For For Management 1.5 Elect Director Cynthia M. Egnotovich For For Management 1.6 Elect Director W. Kim Foster For For Management 1.7 Elect Director Thomas A. Gendron For For Management 1.8 Elect Director Jeffrey A. Graves For For Management 1.9 Elect Director Guy C. Hachey For For Management 1.10 Elect Director David C. Hill For For Management 1.11 Elect Director David L. Pugh For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- HOMEAWAY, INC. Ticker: AWAY Security ID: 43739Q100 Meeting Date: JUN 04, 2015 Meeting Type: Annual Record Date: APR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Simon Breakwell For For Management 1.2 Elect Director Carl G. Shepherd For For Management 1.3 Elect Director Simon Lehmann For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- IBERIABANK CORPORATION Ticker: IBKC Security ID: 450828108 Meeting Date: MAR 31, 2015 Meeting Type: Special Record Date: FEB 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Increase Authorized Common Stock For For Management -------------------------------------------------------------------------------- IBERIABANK CORPORATION Ticker: IBKC Security ID: 450828108 Meeting Date: MAY 05, 2015 Meeting Type: Annual Record Date: MAR 19, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ernest P. Breaux, Jr. For For Management 1.2 Elect Director Daryl G. Byrd For For Management 1.3 Elect Director John N. Casbon For For Management 1.4 Elect Director John E. Koerner, III For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- ICON PLC Ticker: ICLR Security ID: G4705A100 Meeting Date: JUL 29, 2014 Meeting Type: Annual Record Date: JUN 05, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Reelect John Climax as Director For For Management 1.2 Reelect Dermot Kelleher as Director For For Management 1.3 Elect Mary Pendergast as Director For For Management 1.4 Elect Hugh Brady as Director For For Management 2 Accept Financial Statements and For For Management Statutory Reports 3 Authorise Board to Fix Remuneration of For For Management Auditors 4 Authorise Share Repurchase Program For For Management 5 Approve the Price Range for the For For Management Reissuance of Shares -------------------------------------------------------------------------------- IDEX CORPORATION Ticker: IEX Security ID: 45167R104 Meeting Date: APR 08, 2015 Meeting Type: Annual Record Date: FEB 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William M. Cook For For Management 1.2 Elect Director Cynthia J. Warner For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- INTERCEPT PHARMACEUTICALS, INC. Ticker: ICPT Security ID: 45845P108 Meeting Date: JUL 17, 2014 Meeting Type: Annual Record Date: MAY 30, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Srinivas Akkaraju For For Management 1.2 Elect Director Luca Benatti For For Management 1.3 Elect Director Paolo Fundaro For For Management 1.4 Elect Director Sanj K. Patel For For Management 1.5 Elect Director Mark Pruzanski For For Management 1.6 Elect Director Glenn Sblendorio For For Management 1.7 Elect Director Jonathan T. Silverstein For For Management 1.8 Elect Director Klaus Veitinger For For Management 1.9 Elect Director Nicole S. Williams For For Management 2 Increase Authorized Common Stock For For Management 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- INTERSIL CORPORATION Ticker: ISIL Security ID: 46069S109 Meeting Date: APR 24, 2015 Meeting Type: Annual Record Date: FEB 25, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Necip Sayiner For For Management 1b Elect Director Donald Macleod For For Management 1c Elect Director Mercedes Johnson For For Management 1d Elect Director Sohail Khan For For Management 1e Elect Director Gregory Lang For For Management 1f Elect Director Forrest E. Norrod For For Management 1g Elect Director Jan Peeters For For Management 1h Elect Director James A. Urry For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- ISIS PHARMACEUTICALS, INC. Ticker: ISIS Security ID: 464330109 Meeting Date: JUN 30, 2015 Meeting Type: Annual Record Date: MAY 04, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Breaux B. Castleman For For Management 1.2 Elect Director Frederick T. Muto For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Non-Employee Director Stock For For Management Option Plan 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- JAZZ PHARMACEUTICALS PLC Ticker: JAZZ Security ID: G50871105 Meeting Date: JUL 31, 2014 Meeting Type: Annual Record Date: MAY 27, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Bruce C. Cozadd For For Management 1b Elect Director Heather Ann McSharry For For Management 1c Elect Director Rick E. Winningham For For Management 2 Approve Auditors and Authorize Board For For Management to Fix Their Remuneration 3 Authorize Jazz Pharmaceuticals plc For For Management and/or Any Subsidiary of Jazz Pharmaceuticals plc to Make Market Purchases of Jazz Pharmaceuticals plc's Ordinary Shares 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- KEURIG GREEN MOUNTAIN, INC. Ticker: GMCR Security ID: 49271M100 Meeting Date: JAN 29, 2015 Meeting Type: Annual Record Date: DEC 01, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Brian P. Kelley For For Management 1.2 Elect Director Robert A. Steele For For Management 1.3 Elect Director Jose Octavio Reyes For For Management Lagunes 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- KIRBY CORPORATION Ticker: KEX Security ID: 497266106 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: MAR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Barry E. Davis For For Management 1.2 Elect Director Monte J. Miller For For Management 1.3 Elect Director Joseph H. Pyne For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify KPMG LLP as Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Other Business None Against Management -------------------------------------------------------------------------------- LAZARD LTD Ticker: LAZ Security ID: G54050102 Meeting Date: APR 21, 2015 Meeting Type: Annual Record Date: MAR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Andrew M. Alper as Director For For Management 1.2 Elect Ashish Bhutani as Director For For Management 1.3 Elect Steven J. Heyer as Director For For Management 1.4 Elect Sylvia Jay as Director For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Approve Deloitte & Touche LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration Auditors -------------------------------------------------------------------------------- LINCOLN ELECTRIC HOLDINGS, INC. Ticker: LECO Security ID: 533900106 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: MAR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Curtis E. Espeland For For Management 1.2 Elect Director Stephen G. Hanks For For Management 1.3 Elect Director Phillip J. Mason For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Omnibus Stock Plan For For Management 5 Approve Non-Employee Director Omnibus For For Management Stock Plan -------------------------------------------------------------------------------- LKQ CORPORATION Ticker: LKQ Security ID: 501889208 Meeting Date: MAY 04, 2015 Meeting Type: Annual Record Date: MAR 11, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Sukhpal Singh Ahluwalia For For Management 1b Elect Director A. Clinton Allen For For Management 1c Elect Director Ronald G. Foster For For Management 1d Elect Director Joseph M. Holsten For For Management 1e Elect Director Blythe J. McGarvie For For Management 1f Elect Director Paul M. Meister For For Management 1g Elect Director John F. O'Brien For For Management 1h Elect Director Guhan Subramanian For For Management 1i Elect Director Robert L. Wagman For For Management 1j Elect Director William M. Webster, IV For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- MEDIVATION, INC. Ticker: MDVN Security ID: 58501N101 Meeting Date: JUN 16, 2015 Meeting Type: Annual Record Date: APR 29, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kim D. Blickenstaff For For Management 1.2 Elect Director Kathryn E. Falberg For For Management 1.3 Elect Director David T. Hung For For Management 1.4 Elect Director C. Patrick Machado For For Management 1.5 Elect Director Dawn Svoronos For For Management 1.6 Elect Director W. Anthony Vernon For For Management 1.7 Elect Director Wendy L. Yarno For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management 5 Increase Authorized Common Stock For For Management -------------------------------------------------------------------------------- MELLANOX TECHNOLOGIES, LTD. Ticker: MLNX Security ID: M51363113 Meeting Date: MAY 11, 2015 Meeting Type: Annual Record Date: APR 08, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Eyal Waldman For For Management 1.2 Elect Director Irwin Federman For For Management 1.3 Elect Director Dov Baharav For For Management 1.4 Elect Director Glenda Dorchak For For Management 1.5 Elect Director Thomas Weatherford For For Management 2 Approve Compensation of Eyal Waldman For For Management 3 Approve Restricted Stock Units to Eyal For Against Management Waldman 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Approve Director and Officer Liability For For Management Insurance 6 Amend Annual Retainer Fees Paid to For For Management Non-employee Directors and Amend Non-Employee Director Option Grant 7 Increase Authorized Common Stock For For Management 8 Reappoint PricewaterhouseCoopers LLP For For Management as Auditors and Authorize Board to Fix Their Remuneration -------------------------------------------------------------------------------- MSC INDUSTRIAL DIRECT CO., INC. Ticker: MSM Security ID: 553530106 Meeting Date: JAN 15, 2015 Meeting Type: Annual Record Date: NOV 26, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mitchell Jacobson For For Management 1.2 Elect Director David Sandler For For Management 1.3 Elect Director Erik Gershwind For For Management 1.4 Elect Director Jonathan Byrnes For For Management 1.5 Elect Director Roger Fradin For For Management 1.6 Elect Director Louise Goeser For For Management 1.7 Elect Director Denis Kelly For For Management 1.8 Elect Director Philip Peller For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Omnibus Stock Plan For For Management 5 Amend Qualified Employee Stock For For Management Purchase Plan -------------------------------------------------------------------------------- NETSUITE INC. Ticker: N Security ID: 64118Q107 Meeting Date: JUN 10, 2015 Meeting Type: Annual Record Date: APR 14, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Evan Goldberg For For Management 1.2 Elect Director Steven J. Gomo For For Management 1.3 Elect Director Catherine R. Kinney For For Management 2 Approve Qualified Employee Stock For For Management Purchase Plan 3 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- NORWEGIAN CRUISE LINE HOLDINGS LTD. Ticker: NCLH Security ID: G66721104 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Adam M. Aron For For Management 1b Elect Director Kevin Crowe For For Management 1c Elect Director F. Robert Salerno For For Management 1d Elect Director Walter L. Revell For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 4 Amend Bylaws to Clarify the Notice For For Management Provisions -------------------------------------------------------------------------------- OCEANEERING INTERNATIONAL, INC. Ticker: OII Security ID: 675232102 Meeting Date: MAY 08, 2015 Meeting Type: Annual Record Date: MAR 25, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John R. Huff For For Management 1.2 Elect Director M. Kevin McEvoy For For Management 1.3 Elect Director Steven A. Webster For Withhold Management 2 Amend Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- ON SEMICONDUCTOR CORPORATION Ticker: ON Security ID: 682189105 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Atsushi Abe For For Management 1.2 Elect Director Curtis J. Crawford For For Management 1.3 Elect Director Paul A. Mascarenas For For Management 1.4 Elect Director Daryl A. Ostrander For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Amend Omnibus Stock Plan For For Management 5 Amend Qualified Employee Stock For For Management Purchase Plan -------------------------------------------------------------------------------- PALO ALTO NETWORKS, INC. Ticker: PANW Security ID: 697435105 Meeting Date: DEC 12, 2014 Meeting Type: Annual Record Date: OCT 15, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Carl Eschenbach For For Management 1b Elect Director Daniel J. Warmenhoven For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- POLARIS INDUSTRIES INC. Ticker: PII Security ID: 731068102 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: MAR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Annette K. Clayton For For Management 1.2 Elect Director Kevin M. Farr For For Management 1.3 Elect Director John P. Wiehoff For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- POLYONE CORPORATION Ticker: POL Security ID: 73179P106 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard H. Fearon For For Management 1.2 Elect Director Gregory J. Goff For For Management 1.3 Elect Director Sandra B. Lin For For Management 1.4 Elect Director Richard A. Lorraine For For Management 1.5 Elect Director Stephen D. Newlin For For Management 1.6 Elect Director Robert M. Patterson For For Management 1.7 Elect Director William H. Powell For For Management 1.8 Elect Director Kerry J. Preete For For Management 1.9 Elect Director Farah M. Walters For For Management 1.10 Elect Director William A. Wulfsohn For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Amend Executive Incentive Bonus Plan For For Management 5 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- PREMIER, INC. Ticker: PINC Security ID: 74051N102 Meeting Date: DEC 05, 2014 Meeting Type: Annual Record Date: OCT 06, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephen R. D'Arcy For Withhold Management 1.2 Elect Director Lloyd H. Dean For Withhold Management 1.3 Elect Director Charles E. Hart For Withhold Management 1.4 Elect Director Philip A. Incarnati For For Management 1.5 Elect Director Alan R. Yordy For For Management 2 Ratify Auditors For For Management 3 Approve Qualified Employee Stock For For Management Purchase Plan -------------------------------------------------------------------------------- PTC THERAPEUTICS, INC. Ticker: PTCT Security ID: 69366J200 Meeting Date: JUN 10, 2015 Meeting Type: Annual Record Date: APR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Adam Koppel For For Management 1.2 Elect Director Michael Schmertzler For For Management 1.3 Elect Director Glenn D. Steele Jr. For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- QUINTILES TRANSNATIONAL HOLDINGS INC. Ticker: Q Security ID: 74876Y101 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Fred E. Cohen For Withhold Management 1.2 Elect Director John P. Connaughton For Withhold Management 1.3 Elect Director John M. Leonard For For Management 1.4 Elect Director Leonard D. Schaeffer For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- RECEPTOS, INC. Ticker: RCPT Security ID: 756207106 Meeting Date: MAY 28, 2015 Meeting Type: Annual Record Date: APR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard A. Heyman For For Management 1.2 Elect Director William H. Rastetter For Withhold Management 1.3 Elect Director Mary Szela For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Amend Qualified Employee Stock For For Management Purchase Plan -------------------------------------------------------------------------------- ROBERT HALF INTERNATIONAL INC. Ticker: RHI Security ID: 770323103 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: APR 01, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Andrew S. Berwick, Jr. For For Management 1.2 Elect Director Harold M. Messmer, Jr. For For Management 1.3 Elect Director Barbara J. Novogradac For For Management 1.4 Elect Director Robert J. Pace For For Management 1.5 Elect Director Frederick A. Richman For For Management 1.6 Elect Director M. Keith Waddell For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- SELECT COMFORT CORPORATION Ticker: SCSS Security ID: 81616X103 Meeting Date: MAY 22, 2015 Meeting Type: Proxy Contest Record Date: MAR 30, 2015 # Proposal Mgt Rec Vote Cast Sponsor Management Proxy (White Card) None 1.1 Elect Director Daniel I. Alegre For For Management 1.2 Elect Director Stephen L. Gulis, Jr. For For Management 1.3 Elect Director Brenda J. Lauderback For For Management 2 Amend Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify Deloitte & Touche LLP as For For Management Auditors 5 Adjourn Meeting For For Management # Proposal Diss Rec Vote Cast Sponsor Dissident Proxy (Blue Card) None 1.1 Elect Director Brian A. Spaly For Did Not Vote Shareholder 1.2 Elect Director Adam J. Wright For Did Not Vote Shareholder 1.3 Management Nominee - Daniel I. Alegre For Did Not Vote Shareholder 2 Amend Omnibus Stock Plan None Did Not Vote Management 3 Advisory Vote to Ratify Named None Did Not Vote Management Executive Officers' Compensation 4 Ratify Deloitte & Touche LLP as None Did Not Vote Management Auditors 5 Adjourn Meeting None Did Not Vote Management -------------------------------------------------------------------------------- SERVICENOW, INC. Ticker: NOW Security ID: 81762P102 Meeting Date: JUL 08, 2014 Meeting Type: Annual Record Date: MAY 12, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Susan L. Bostrom For For Management 1.2 Elect Director Charles H. Giancarlo For For Management 1.3 Elect Director Anita M. Sands For For Management 1.4 Elect Director William L. Strauss For For Management 2 Advisory Vote on Say on Pay Frequency One Year One Year Management 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- SERVICENOW, INC. Ticker: NOW Security ID: 81762P102 Meeting Date: JUN 10, 2015 Meeting Type: Annual Record Date: APR 21, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Douglas M. Leone For For Management 1.2 Elect Director Frederic B. Luddy For For Management 1.3 Elect Director Jeffrey A. Miller For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- SIGNATURE BANK Ticker: SBNY Security ID: 82669G104 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: MAR 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kathryn A. Byrne For For Management 1.2 Elect Director Alfonse M. D'Amato For For Management 1.3 Elect Director Jeffrey W. Meshel For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- SIRONA DENTAL SYSTEMS, INC. Ticker: SIRO Security ID: 82966C103 Meeting Date: FEB 25, 2015 Meeting Type: Annual Record Date: JAN 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David K. Beecken For For Management 1.2 Elect Director Arthur D. Kowaloff For For Management 2 Ratify KPMG AG, For For Management Wirtschaftsprufungsgesellschaft, Frankfurt, Germany as Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- SOLARWINDS, INC. Ticker: SWI Security ID: 83416B109 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ellen F. Siminoff For For Management 1.2 Elect Director Lloyd G. Waterhouse For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Omnibus Stock Plan For For Management 5 Adjourn Meeting For Against Management -------------------------------------------------------------------------------- SPROUTS FARMERS MARKET, INC. Ticker: SFM Security ID: 85208M102 Meeting Date: MAY 01, 2015 Meeting Type: Annual Record Date: MAR 04, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joseph Fortunato For For Management 1.2 Elect Director Lawrence P. Molloy For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- SUPERIOR ENERGY SERVICES, INC. Ticker: SPN Security ID: 868157108 Meeting Date: MAY 22, 2015 Meeting Type: Annual Record Date: APR 08, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Harold J. Bouillion For For Management 1.2 Elect Director David D. Dunlap For For Management 1.3 Elect Director James M. Funk For For Management 1.4 Elect Director Terence E. Hall For For Management 1.5 Elect Director Peter D. Kinnear For For Management 1.6 Elect Director Michael M. McShane For For Management 1.7 Elect Director W. Matt Ralls For For Management 1.8 Elect Director Justin L. Sullivan For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- SVB FINANCIAL GROUP Ticker: SIVB Security ID: 78486Q101 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: FEB 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Greg W. Becker For For Management 1.2 Elect Director Eric A. Benhamou For For Management 1.3 Elect Director David M. Clapper For For Management 1.4 Elect Director Roger F. Dunbar For For Management 1.5 Elect Director Joel P. Friedman For For Management 1.6 Elect Director C. Richard Kramlich For For Management 1.7 Elect Director Lata Krishnan For For Management 1.8 Elect Director Jeffrey N. Maggioncalda For For Management 1.9 Elect Director Kate D. Mitchell For For Management 1.10 Elect Director John F. Robinson For For Management 1.11 Elect Director Garen K. Staglin For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- TABLEAU SOFTWARE, INC. Ticker: DATA Security ID: 87336U105 Meeting Date: MAY 11, 2015 Meeting Type: Annual Record Date: MAR 18, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Forest Baskett For For Management 1.2 Elect Director Billy Bosworth For For Management 1.3 Elect Director Patrick Hanrahan For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- TEMPUR SEALY INTERNATIONAL, INC. Ticker: TPX Security ID: 88023U101 Meeting Date: MAY 08, 2015 Meeting Type: Proxy Contest Record Date: MAR 11, 2015 # Proposal Mgt Rec Vote Cast Sponsor Management Proxy (White Card) None 1a Elect Director Evelyn S. Dilsaver For For Management 1b Elect Director Frank Doyle For For Management 1c Elect Director John A. Heil For For Management 1d Elect Director Peter K. Hoffman For For Management 1e Elect Director Paul Judge For For Management 1f Elect Director Nancy F. Koehn For For Management 1g Elect Director Christopher A. Masto For Against Management 1h Elect Director P. Andrews McLane For Against Management 1i Elect Director Lawrence J. Rogers For For Management 1j Elect Director Mark Sarvary For Against Management 1k Elect Director Robert B. Trussell, Jr. For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation # Proposal Diss Rec Vote Cast Sponsor Dissident Proxy (Blue Card) None 1a Management Nominee - Evelyn S. Dilsaver None Did Not Vote Shareholder 1b Management Nominee - Frank Doyle None Did Not Vote Shareholder 1c Management Nominee - John A. Heil None Did Not Vote Shareholder 1d Management Nominee - Peter K. Hoffman None Did Not Vote Shareholder 1e Management Nominee - Paul Judge None Did Not Vote Shareholder 1f Management Nominee - Nancy F. Koehn None Did Not Vote Shareholder 1g Management Nominee - Lawrence J. Rogers None Did Not Vote Shareholder 1h Management Nominee - Robert B. None Did Not Vote Shareholder Trussell, Jr. 2 Ratify Ernst & Young LLP as Auditors None Did Not Vote Management 3 Amend Executive Incentive Bonus Plan None Did Not Vote Management 4 Advisory Vote to Ratify Named None Did Not Vote Management Executive Officers' Compensation -------------------------------------------------------------------------------- TESARO, INC. Ticker: TSRO Security ID: 881569107 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAR 25, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Leon (Lonnie) O. For For Management Moulder, Jr. 1.2 Elect Director Mary Lynne Hedley For For Management 1.3 Elect Director David M. Mott For For Management 1.4 Elect Director Lawrence M. Alleva For For Management 1.5 Elect Director James O. Armitage For For Management 1.6 Elect Director Earl M. (Duke) Collier, For For Management Jr. 1.7 Elect Director Garry A. Nicholson For For Management 1.8 Elect Director Arnold L. Oronsky For For Management 1.9 Elect Director Beth Seidenberg For For Management 2 Ratify Ernst & Young, LLP as Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Approve Non-Employee Director Omnibus For Against Management Stock Plan -------------------------------------------------------------------------------- TETRAPHASE PHARMACEUTICALS, INC. Ticker: TTPH Security ID: 88165N105 Meeting Date: JUN 10, 2015 Meeting Type: Annual Record Date: APR 14, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey A. Chodakewitz For For Management 1.2 Elect Director Gerri Henwood For For Management 1.3 Elect Director Guy Macdonald For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- THE BOSTON BEER COMPANY, INC. Ticker: SAM Security ID: 100557107 Meeting Date: MAY 27, 2015 Meeting Type: Annual Record Date: MAR 30, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David A. Burwick For For Management 1.2 Elect Director Pearson C. Cummin, III For For Management 1.3 Elect Director Jean-Michel Valette For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- THE HABIT RESTAURANTS, INC. Ticker: HABT Security ID: 40449J103 Meeting Date: JUN 23, 2015 Meeting Type: Annual Record Date: MAY 04, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ira Fils For For Management 1.2 Elect Director Christopher Reilly For For Management 2 Ratify Moss Adams LLP as Auditors For For Management -------------------------------------------------------------------------------- THE MIDDLEBY CORPORATION Ticker: MIDD Security ID: 596278101 Meeting Date: MAY 12, 2015 Meeting Type: Annual Record Date: MAR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Selim A. Bassoul For For Management 1.2 Elect Director Sarah Palisi Chapin For For Management 1.3 Elect Director Robert B. Lamb For For Management 1.4 Elect Director John R. Miller, III For For Management 1.5 Elect Director Gordon O'Brien For For Management 1.6 Elect Director Philip G. Putnam For For Management 1.7 Elect Director Sabin C. Streeter For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- THE ULTIMATE SOFTWARE GROUP, INC. Ticker: ULTI Security ID: 90385D107 Meeting Date: MAY 18, 2015 Meeting Type: Annual Record Date: MAR 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Marc D. Scherr For For Management 1b Elect Director Rick A. Wilber For For Management 1c Elect Director James A. FitzPatrick, For For Management Jr. 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- TRACTOR SUPPLY COMPANY Ticker: TSCO Security ID: 892356106 Meeting Date: MAY 05, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Cynthia T. Jamison For For Management 1.2 Elect Director Johnston C. Adams For For Management 1.3 Elect Director Peter D. Bewley For For Management 1.4 Elect Director Richard W. Frost For For Management 1.5 Elect Director Keith R. Halbert For For Management 1.6 Elect Director George MacKenzie For For Management 1.7 Elect Director Edna K. Morris For For Management 1.8 Elect Director Gregory A. Sandfort For For Management 1.9 Elect Director Mark J. Weikel For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- TRANSDIGM GROUP INCORPORATED Ticker: TDG Security ID: 893641100 Meeting Date: OCT 02, 2014 Meeting Type: Special Record Date: AUG 11, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Stock Option Plan For Against Management -------------------------------------------------------------------------------- TRANSDIGM GROUP INCORPORATED Ticker: TDG Security ID: 893641100 Meeting Date: MAR 05, 2015 Meeting Type: Annual Record Date: JAN 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William Dries For For Management 1.2 Elect Director W. Nicholas Howley For For Management 1.3 Elect Director Raymond Laubenthal For For Management 1.4 Elect Director Robert Small For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- ULTA SALON, COSMETICS & FRAGRANCE, INC. Ticker: ULTA Security ID: 90384S303 Meeting Date: JUN 03, 2015 Meeting Type: Annual Record Date: APR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert F. DiRomualdo For For Management 1.2 Elect Director Catherine A. Halligan For For Management 1.3 Elect Director Lorna E. Nagler For For Management 1.4 Elect Director Michelle L. Collins For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- UNDER ARMOUR, INC. Ticker: UA Security ID: 904311107 Meeting Date: APR 29, 2015 Meeting Type: Annual Record Date: FEB 25, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kevin A. Plank For For Management 1.2 Elect Director Byron K. Adams, Jr. For For Management 1.3 Elect Director George W. Bodenheimer For For Management 1.4 Elect Director Douglas E. Coltharp For For Management 1.5 Elect Director Anthony W. Deering For For Management 1.6 Elect Director Karen W. Katz For For Management 1.7 Elect Director A.B. Krongard For For Management 1.8 Elect Director William R. McDermott For For Management 1.9 Elect Director Eric T. Olson For For Management 1.10 Elect Director Harvey L. Sanders For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- UNITED RENTALS, INC. Ticker: URI Security ID: 911363109 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jenne K. Britell For For Management 1.2 Elect Director Jose B. Alvarez For For Management 1.3 Elect Director Bobby J. Griffin For For Management 1.4 Elect Director Michael J. Kneeland For For Management 1.5 Elect Director Singleton B. McAllister For For Management 1.6 Elect Director Brian D. McAuley For For Management 1.7 Elect Director John S. McKinney For For Management 1.8 Elect Director James H. Ozanne For For Management 1.9 Elect Director Jason D. Papastavrou For For Management 1.10 Elect Director Filippo Passerini For For Management 1.11 Elect Director Donald C. Roof For For Management 1.12 Elect Director Keith Wimbush For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- VALMONT INDUSTRIES, INC. Ticker: VMI Security ID: 920253101 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: MAR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel P. Neary For For Management 1.2 Elect Director Kenneth E. Stinson For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- VERIFONE SYSTEMS, INC. Ticker: PAY Security ID: 92342Y109 Meeting Date: MAR 26, 2015 Meeting Type: Annual Record Date: JAN 30, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert W. Alspaugh For For Management 1.2 Elect Director Karen Austin For For Management 1.3 Elect Director Paul Galant For For Management 1.4 Elect Director Alex W. (Pete) Hart For For Management 1.5 Elect Director Robert B. Henske For For Management 1.6 Elect Director Wenda Harris Millard For For Management 1.7 Elect Director Eitan Raff For For Management 1.8 Elect Director Jonathan I. Schwartz For For Management 1.9 Elect Director Jane J. Thompson For For Management 2 Amend Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION Ticker: WAB Security ID: 929740108 Meeting Date: MAY 13, 2015 Meeting Type: Annual Record Date: MAR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Brian P. Hehir For For Management 1.2 Elect Director Michael W.D. Howell For For Management 1.3 Elect Director Nickolas W. Vande Steeg For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- WYNDHAM WORLDWIDE CORPORATION Ticker: WYN Security ID: 98310W108 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAR 19, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephen P. Holmes For For Management 1.2 Elect Director Myra J. Biblowit For For Management 1.3 Elect Director James E. Buckman For For Management 1.4 Elect Director George Herrera For For Management 1.5 Elect Director Brian Mulroney For For Management 1.6 Elect Director Pauline D.E. Richards For For Management 1.7 Elect Director Michael H. Wargotz For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- ZEBRA TECHNOLOGIES CORPORATION Ticker: ZBRA Security ID: 989207105 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAR 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard L. Keyser For For Management 1.2 Elect Director Ross W. Manire For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Approve Executive Incentive Bonus Plan For For Management 4 Approve Omnibus Stock Plan For For Management 5 Ratify Ernst & Young LLP as Auditors 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. Registrant: AB Discovery Growth Fund, Inc. By: Robert M. Keith* ----------------------- Chief Executive Officer Date: August 31, 2015 *By: /s/ Emilie D. Wrapp -------------------- Emilie D. Wrapp Secretary POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below hereby revokes all prior powers granted by the undersigned to the extent inconsistent herewith and constitutes and appoints Robert M. Keith, Emilie D. Wrapp, Eric C. Freed, Nancy E. Hay and Stephen J. Laffey and each of them, to act severally as attorney-in-fact and agent, with power of substitution and resubstitution, for the undersigned in any and all capacities, solely for the purpose of signing the respective Registration Statements, and any amendments thereto, on Form N-1A and any other filings of: -AB Blended Style Series, Inc. -AB Bond Fund, Inc. -AB Cap Fund, Inc. -AB Core Opportunities Fund, Inc. -AB Corporate Shares -AB Discovery Growth Fund, Inc. -AB Equity Income Fund, Inc. -AB Exchange Reserves -AB Fixed-Income Shares, Inc. -AB Global Bond Fund, Inc. -AB Global Real Estate Investment Fund, Inc. -AB Global Risk Allocation Fund, Inc. -AB Global Thematic Growth Fund, Inc. -AB Growth and Income Fund, Inc. -AB High Income Fund, Inc. -AB Institutional Funds, Inc. -AB International Growth Fund, Inc. -AB Large Cap Growth Fund, Inc. -AB Municipal Income Fund, Inc. -AB Municipal Income Fund II -AB Trust -AB Unconstrained Bond Fund, Inc. -AB Variable Products Series Fund, Inc. -The AB Portfolios -The AB Pooling Portfolios -Sanford C. Bernstein Fund II, Inc. and filing the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof. /s/ Robert M. Keith ------------------------ Robert M. Keith Dated: August 4, 2015