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: Paul M. Miller Seward & Kissel LLP 901 K Street, N.W. Suite 800 Washington, D.C. 20001 Date of fiscal year end: July 31 Date of reporting period: July 1, 2015 - June 30, 2016 Item 1. Proxy Voting Record. ******************************* FORM N-PX REPORT ******************************* ICA File Number: 811-00204 Reporting Period: 07/01/2015 - 06/30/2016 AB Discovery Growth Fund, Inc. ====================== AB Discovery Growth Fund, Inc. ========================== ACADIA HEALTHCARE COMPANY, INC. Ticker: ACHC Security ID: 00404A109 Meeting Date: MAR 03, 2016 Meeting Type: Special Record Date: JAN 25, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1 Increase Authorized Common Stock For For Management 2 Adjourn Meeting For For Management -------------------------------------------------------------------------------- ACADIA HEALTHCARE COMPANY, INC. Ticker: ACHC Security ID: 00404A109 Meeting Date: MAY 19, 2016 Meeting Type: Annual Record Date: MAR 24, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William F. Grieco For For Management 1.2 Elect Director Joey A. Jacobs For For Management 1.3 Elect Director Reeve B. Waud 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 5 Require a Majority Vote for the Against For Shareholder Election of Directors 6 Report on Sustainability Against For Shareholder -------------------------------------------------------------------------------- AFFILIATED MANAGERS GROUP, INC. Ticker: AMG Security ID: 008252108 Meeting Date: JUN 14, 2016 Meeting Type: Annual Record Date: APR 15, 2016 # 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 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- ALDER BIOPHARMACEUTICALS, INC. Ticker: ALDR Security ID: 014339105 Meeting Date: MAY 26, 2016 Meeting Type: Annual Record Date: APR 22, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Paul R. Carter For For Management 1.2 Elect Director Deepa R. Pakianathan For Withhold 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 -------------------------------------------------------------------------------- ALIGN TECHNOLOGY, INC. Ticker: ALGN Security ID: 016255101 Meeting Date: MAY 18, 2016 Meeting Type: Annual Record Date: MAR 24, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joseph M. Hogan For For Management 1.2 Elect Director Joseph Lacob For For Management 1.3 Elect Director C. Raymond Larkin, Jr. For For Management 1.4 Elect Director George J. Morrow 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 4 Provide Directors May Be Removed With For For Management or Without Cause 5 Eliminate Supermajority Vote For For Management Requirement to Remove Directors 6 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- AMC NETWORKS INC. Ticker: AMCX Security ID: 00164V103 Meeting Date: JUN 08, 2016 Meeting Type: Annual Record Date: APR 12, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jonathan F. Miller For For Management 1.2 Elect Director Leonard Tow For Withhold Management 1.3 Elect Director David E. Van Zandt For For Management 1.4 Elect Director Carl E. Vogel For For Management 1.5 Elect Director Robert C. Wright For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Approve Executive Incentive Bonus Plan For For Management -------------------------------------------------------------------------------- AMETEK, INC. Ticker: AME Security ID: 031100100 Meeting Date: MAY 04, 2016 Meeting Type: Annual Record Date: MAR 17, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ruby R. Chandy For For Management 1.2 Elect Director Steven W. Kohlhagen 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 -------------------------------------------------------------------------------- AMSURG CORP. Ticker: AMSG Security ID: 03232P405 Meeting Date: MAY 26, 2016 Meeting Type: Annual Record Date: APR 08, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James A. Deal For For Management 1.2 Elect Director Steven I. Geringer For For Management 1.3 Elect Director Claire M. Gulmi 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 -------------------------------------------------------------------------------- ANACOR PHARMACEUTICALS, INC. Ticker: ANAC Security ID: 032420101 Meeting Date: JUN 07, 2016 Meeting Type: Annual Record Date: APR 12, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1A Elect Director Paul L. Berns For For Management 1B Elect Director Lucy Shapiro For For Management 1C Elect Director Wendell Wierenga 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 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- ASPEN TECHNOLOGY, INC. Ticker: AZPN Security ID: 045327103 Meeting Date: DEC 11, 2015 Meeting Type: Annual Record Date: OCT 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gary E. Haroian For For Management 1.2 Elect Director Antonio J. Pietri For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- BARRACUDA NETWORKS, INC. Ticker: CUDA Security ID: 068323104 Meeting Date: JUL 29, 2015 Meeting Type: Annual Record Date: JUN 01, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James J. Goetz For For Management 1.2 Elect Director Michael D. Perone For For Management 1.3 Elect Director Gordon L. Stitt For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Approve Qualified Employee Stock For For Management Purchase Plan -------------------------------------------------------------------------------- BRIGHT HORIZONS FAMILY SOLUTIONS INC. Ticker: BFAM Security ID: 109194100 Meeting Date: MAY 12, 2016 Meeting Type: Annual Record Date: MAR 21, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lawrence Alleva For For Management 1.2 Elect Director Joshua Bekenstein For Withhold Management 1.3 Elect Director Roger Brown For For Management 1.4 Elect Director Marguerite Kondracke 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 -------------------------------------------------------------------------------- BUFFALO WILD WINGS, INC. Ticker: BWLD Security ID: 119848109 Meeting Date: MAY 12, 2016 Meeting Type: Annual Record Date: MAR 14, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dale M. Applequist For For Management 1.2 Elect Director James M. Damian For For Management 1.3 Elect Director Cynthia L. Davis For For Management 1.4 Elect Director Michael P. Johnson For For Management 1.5 Elect Director Warren E. Mack For For Management 1.6 Elect Director J. Oliver Maggard For For Management 1.7 Elect Director Jerry R. Rose For For Management 1.8 Elect Director Sally J. Smith For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- CADENCE DESIGN SYSTEMS, INC. Ticker: CDNS Security ID: 127387108 Meeting Date: MAY 05, 2016 Meeting Type: Annual Record Date: MAR 08, 2016 # 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 Amend Executive Incentive Bonus Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- CARLISLE COMPANIES INCORPORATED Ticker: CSL Security ID: 142339100 Meeting Date: MAY 18, 2016 Meeting Type: Annual Record Date: MAR 23, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Robin J. Adams For For Management 1b Elect Director D. Christian Koch For For Management 1c Elect Director David A. Roberts 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 -------------------------------------------------------------------------------- CAVIUM, INC. Ticker: CAVM Security ID: 14964U108 Meeting Date: JUN 15, 2016 Meeting Type: Annual Record Date: APR 21, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Syed B. Ali For For Management 1.2 Elect Director Anthony S. Thornley 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 -------------------------------------------------------------------------------- CIENA CORPORATION Ticker: CIEN Security ID: 171779309 Meeting Date: MAR 24, 2016 Meeting Type: Annual Record Date: JAN 28, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Lawton W. Fitt For For Management 1b Elect Director Patrick H. Nettles For For Management 1c Elect Director Michael J. Rowny For For Management 2 Amend Omnibus Stock Plan For Against Management 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- COMMSCOPE HOLDING COMPANY, INC. Ticker: COMM Security ID: 20337X109 Meeting Date: MAY 06, 2016 Meeting Type: Annual Record Date: MAR 10, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Austin A. Adams For For Management 1.2 Elect Director Marvin 'Eddie' S. For For Management Edwards, Jr. 1.3 Elect Director Claudius 'Bud' E. For For Management Watts, IV 1.4 Elect Director Timothy T. Yates For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For Against Management 4 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- CONCHO RESOURCES INC. Ticker: CXO Security ID: 20605P101 Meeting Date: JUN 02, 2016 Meeting Type: Annual Record Date: APR 04, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gary A. Merriman For For Management 1.2 Elect Director Ray M. Poage For For Management 2 Ratify Grant Thornton LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- COSTAR GROUP, INC. Ticker: CSGP Security ID: 22160N109 Meeting Date: JUN 09, 2016 Meeting Type: Annual Record Date: APR 11, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Michael R. Klein For For Management 1b Elect Director Andrew C. Florance For For Management 1c Elect Director Michael J. Glosserman For For Management 1d Elect Director Warren H. Haber For For Management 1e Elect Director John W. Hill For For Management 1f Elect Director Laura Cox Kaplan For For Management 1g Elect Director Christopher J. Nassetta For For Management 1h Elect Director David J. Steinberg For For Management 2 Approve Omnibus Stock Plan For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Ratify Ernst & Young LLP as Auditors For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- DAVE & BUSTER'S ENTERTAINMENT, INC. Ticker: PLAY Security ID: 238337109 Meeting Date: JUN 16, 2016 Meeting Type: Annual Record Date: APR 22, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael J. Griffith For For Management 1.2 Elect Director Jonathan S. Halkyard For For Management 1.3 Elect Director David A. Jones For For Management 1.4 Elect Director Stephen M. King For For Management 1.5 Elect Director Alan J. Lacy For For Management 1.6 Elect Director Kevin M. Mailender For For Management 1.7 Elect Director Patricia H. Mueller For For Management 1.8 Elect Director Kevin M. Sheehan For For Management 1.9 Elect Director Jennifer Storms For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Provide Directors May Be Removed With For For Management or Without Cause 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 -------------------------------------------------------------------------------- DBV TECHNOLOGIES Ticker: DBV Security ID: 23306J101 Meeting Date: SEP 21, 2015 Meeting Type: Special Record Date: AUG 21, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Authorize up to 5 Percent of Issued For Against Management Capital for Use in Restricted Stock Plans -------------------------------------------------------------------------------- DBV TECHNOLOGIES Ticker: DBV Security ID: 23306J101 Meeting Date: JUN 21, 2016 Meeting Type: Annual/Special Record Date: MAY 17, 2016 # 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 Approve Auditors' Special Report on For For Management Related-Party Transactions 5 Approve Severance Agreement with For Against Management Pierre-Henri Benhamou, Chairman and CEO 6 Elect Claire Giraut as Director For For Management 7 Elect Mailys Ferrere as Director For For Management 8 Reelect Pierre-Henri Benhamou as For For Management Director 9 Reelect Torbjorn Bjerke as Director For For Management 10 Reelect George Horner as Director For For Management 11 Reelect Daniel Soland as Director For Against Management 12 Ratify Appointment of Michael Goller For For Management as Director 13 Reelect Michael Goller as Director For For Management 14 Change Location of Registered Office For For Management to 177-181, avenue Pierre Brossolette, 92120 Montrouge 15 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 16 Authorize Capitalization of Reserves For For Management of Up to 50 Percent of Issued Capital for Bonus Issue or Increase in Par Value 17 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to 30 Percent of Issued Share Capital 18 Authorize Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights up to 30 Percent of Issued Share Capital 19 Approve Issuance of Equity or For Against 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 20 Authorize Board to Set Issue Price for For Against Management 10 Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights 21 Authorize Board to Increase Capital in For Against Management the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above under Items 17-19 22 Authorize Capital Increase of up to 10 For Against Management Percent of Issued Capital for Contributions in Kind 23 Set Total Limit for Capital Increase For Against Management to Result from All Issuance Requests under Items 17-19 and 22 at 65 percent of Issued Share Capital 24 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 25 Approve Issuance of Warrants (BSA, For Against Management BSAANE and/or BSAAR) without Preemptive Rights up to 2 Percent of Issued Capital Reserved for Corporate Officers, Scientific Committee Members, Employees, Consultants and/or Subsidiaries 26 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- DENTSPLY SIRONA INC. Ticker: XRAY Security ID: 24906P109 Meeting Date: MAY 25, 2016 Meeting Type: Annual Record Date: MAR 28, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Michael C. Alfano For For Management 1b Elect Director David K. Beecken For For Management 1c Elect Director Eric K. Brandt For For Management 1d Elect Director Michael J. Coleman For For Management 1e Elect Director Willie A. Deese For For Management 1f Elect Director Thomas Jetter For For Management 1g Elect Director Arthur D. Kowaloff For For Management 1h Elect Director Harry M. Jansen For For Management Kraemer, Jr. 1i Elect Director Francis J. Lunger For For Management 1j Elect Director Jeffrey T. Slovin For For Management 1k Elect Director Bret W. Wise For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- DEXCOM, INC. Ticker: DXCM Security ID: 252131107 Meeting Date: MAY 19, 2016 Meeting Type: Annual Record Date: MAR 30, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Steven R. Altman For For Management 1b Elect Director Barbara E. Kahn For For Management 1c Elect Director Jay S. Skyler 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 -------------------------------------------------------------------------------- DIPLOMAT PHARMACY, INC. Ticker: DPLO Security ID: 25456K101 Meeting Date: JUN 06, 2016 Meeting Type: Annual Record Date: APR 11, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Benjamin Wolin For For Management 1.2 Elect Director Kenneth O. Klepper 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 -------------------------------------------------------------------------------- EXPEDITORS INTERNATIONAL OF WASHINGTON, INC. Ticker: EXPD Security ID: 302130109 Meeting Date: MAY 03, 2016 Meeting Type: Annual Record Date: MAR 08, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert R. Wright For For Management 1.2 Elect Director James M. DuBois For For Management 1.3 Elect Director Mark A. Emmert For For Management 1.4 Elect Director Diane H. Gulyas For For Management 1.5 Elect Director Dan P. Kourkoumelis For For Management 1.6 Elect Director Michael J. Malone For For Management 1.7 Elect Director Richard B. McCune For For Management 1.8 Elect Director Jeffrey S. Musser For For Management 1.9 Elect Director Liane J. Pelletier For For Management 1.10 Elect Director James L.K. Wang For For Management 1.11 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 For Management 6 Clawback of Incentive Payments Against For Shareholder -------------------------------------------------------------------------------- FIRST REPUBLIC BANK Ticker: FRC Security ID: 33616C100 Meeting Date: MAY 10, 2016 Meeting Type: Annual Record Date: MAR 14, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1 Establish Range For Board Size For For Management 2.1 Elect Director James H. Herbert, II For For Management 2.2 Elect Director Katherine August-deWilde For For Management 2.3 Elect Director Thomas J. Barrack, Jr. For Against Management 2.4 Elect Director Frank J. Fahrenkopf, Jr. For For Management 2.5 Elect Director L. Martin Gibbs For For Management 2.6 Elect Director Boris Groysberg For For Management 2.7 Elect Director Sandra R. Hernandez For For Management 2.8 Elect Director Pamela J. Joyner For For Management 2.9 Elect Director Reynold Levy For For Management 2.10 Elect Director Jody S. Lindell For For Management 2.11 Elect Director Duncan L. Niederauer For For Management 2.12 Elect Director George G.C. Parker 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 21, 2016 Meeting Type: Annual Record Date: APR 26, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1A Elect Director Catherine E. Buggeln For For Management 1B Elect Director Michael F. Devine, III For For Management 1C Elect Director Ronald L. Sargent For For Management 1D Elect Director Daniel J. Kaufman For For Management 1E Elect Director Richard L. Markee For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Approve Executive Incentive Bonus Plan For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- FORTINET, INC. Ticker: FTNT Security ID: 34959E109 Meeting Date: JUN 17, 2016 Meeting Type: Annual Record Date: APR 20, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ming Hsieh For For Management 1.2 Elect Director Christopher B. Paisley 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 -------------------------------------------------------------------------------- GENESEE & WYOMING INC. Ticker: GWR Security ID: 371559105 Meeting Date: MAY 17, 2016 Meeting Type: Annual Record Date: MAR 21, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a.1 Elect Director Richard H. Bott For For Management 1a.2 Elect Director Oivind Lorentzen, III For For Management 1a.3 Elect Director Mark A. Scudder For For Management 1b.4 Elect Director Albert J. Neupaver For For Management 1b.5 Elect Director Joseph H. Pyne For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- GRAND CANYON EDUCATION, INC. Ticker: LOPE Security ID: 38526M106 Meeting Date: JUN 16, 2016 Meeting Type: Annual Record Date: APR 22, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Brent D. Richardson For For 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 Amend Executive Incentive Bonus Plan For For Management 3 Amend Omnibus Stock Plan For For Management 4 Provide Directors May Be Removed With For For Management or Without Cause 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- GUIDEWIRE SOFTWARE, INC. Ticker: GWRE Security ID: 40171V100 Meeting Date: DEC 03, 2015 Meeting Type: Annual Record Date: OCT 08, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter Gassner For For Management 1.2 Elect Director Paul Lavin For For Management 1.3 Elect Director Marcus S. Ryu For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- GW PHARMACEUTICALS PLC Ticker: GWP Security ID: 36197T103 Meeting Date: MAR 23, 2016 Meeting Type: Annual Record Date: FEB 16, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Re-elect Adam George as Director For For Management 4 Re-elect James Noble as Director For For Management 5 Re-elect Christopher Tovey as Director For For Management 6 Re-elect Julian Gangolli as Director For Against Management 7 Reappoint Deloitte LLP Auditors For For Management 8 Authorize Board to Fix Remuneration of For For Management Auditors 9 Approve Increase in the Aggregate For For Management Limits of Directors' Fee 10 Authorise Issue of Equity without For For Management Pre-emptive Rights -------------------------------------------------------------------------------- HEXCEL CORPORATION Ticker: HXL Security ID: 428291108 Meeting Date: MAY 05, 2016 Meeting Type: Annual Record Date: MAR 09, 2016 # 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 Amend Executive Incentive Bonus Plan For For Management 4 Approve Qualified Employee Stock For For Management Purchase Plan 5 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- HUBSPOT, INC. Ticker: HUBS Security ID: 443573100 Meeting Date: JUN 23, 2016 Meeting Type: Annual Record Date: APR 26, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lorrie Norrington For Withhold Management 1.2 Elect Director Dharmesh Shah For For Management 1.3 Elect Director David Skok For Withhold Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- IBERIABANK CORPORATION Ticker: IBKC Security ID: 450828108 Meeting Date: MAY 04, 2016 Meeting Type: Annual Record Date: MAR 16, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Elaine D. Abell For For Management 1.2 Elect Director Angus R. Cooper, II For For Management 1.3 Elect Director William H. Fenstermaker For For Management 1.4 Elect Director Rick E. Maples 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 -------------------------------------------------------------------------------- ICON PLC Ticker: ICLR Security ID: G4705A100 Meeting Date: JUL 24, 2015 Meeting Type: Annual Record Date: JUN 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ciaran Murray For For Management 1.2 Elect Director Ronan Lambe For For Management 1.3 Elect Director Declan McKeon 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 Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights 5 Authorise Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights 6 Authorise Share Repurchase Program For For Management 7 Approve the Price Range for the For For Management Reissuance of Shares -------------------------------------------------------------------------------- IDEX CORPORATION Ticker: IEX Security ID: 45167R104 Meeting Date: APR 06, 2016 Meeting Type: Annual Record Date: FEB 10, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ernest J. Mrozek For For Management 1.2 Elect Director David C. Parry For For Management 1.3 Elect Director Livingston L. For For Management Satterthwaite 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- IMAX CORPORATION Ticker: IMAX Security ID: 45245E109 Meeting Date: JUN 06, 2016 Meeting Type: Annual/Special Record Date: APR 08, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Neil S. Braun For For Management 1.2 Elect Director Eric A. Demirian For For Management 1.3 Elect Director Richard L. Gelfond For For Management 1.4 Elect Director David W. Leebron For For Management 1.5 Elect Director Michael Lynne For Withhold Management 1.6 Elect Director Michael MacMillan For For Management 1.7 Elect Director I. Martin Pompadur For For Management 1.8 Elect Director Dana Settle For For Management 1.9 Elect Director Darren Throop For For Management 1.10 Elect Director Bradley J. Wechsler For For Management 2 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 3 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- JAZZ PHARMACEUTICALS PLC Ticker: JAZZ Security ID: G50871105 Meeting Date: JUL 30, 2015 Meeting Type: Annual Record Date: JUN 01, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Peter Gray For For Management 1b Elect Director Kenneth W. O'Keefe For For Management 1c Elect Director Elmar Schnee For For Management 1d Elect Director Catherine A. Sohn For For Management 2 Approve KPMG, Dublin as Auditors and For For Management Authorize Board to Fix Their Remuneration 3 Authorize Share Repurchase Program For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- KIRBY CORPORATION Ticker: KEX Security ID: 497266106 Meeting Date: APR 26, 2016 Meeting Type: Annual Record Date: MAR 01, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Anne-Marie N. Ainsworth For For Management 1.2 Elect Director C. Sean Day For For Management 1.3 Elect Director William M. Waterman For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Other Business For Against Management -------------------------------------------------------------------------------- LAREDO PETROLEUM, INC. Ticker: LPI Security ID: 516806106 Meeting Date: MAY 25, 2016 Meeting Type: Annual Record Date: MAR 28, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Pamela S. Pierce For For Management 1.2 Elect Director B.Z. (Bill) Parker For For Management 1.3 Elect Director Francis Rooney For Withhold Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Grant Thornton LLP as Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- LAZARD LTD Ticker: LAZ Security ID: G54050102 Meeting Date: APR 19, 2016 Meeting Type: Annual Record Date: MAR 02, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Richard N. Haass as Director For For Management 1.2 Elect Jane L. Mendillo as Director For For Management 1.3 Elect Richard D. Parsons as Director For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Approve Deloitte & Touche LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration Auditors 5 Limit/Prohibit Accelerated Vesting of Against For Shareholder Awards -------------------------------------------------------------------------------- LENNOX INTERNATIONAL INC. Ticker: LII Security ID: 526107107 Meeting Date: MAY 12, 2016 Meeting Type: Annual Record Date: MAR 18, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Todd M. Bluedorn For For Management 1.2 Elect Director Kim K. W. Rucker For For Management 1.3 Elect Director Terry D. Stinson For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- LINCOLN ELECTRIC HOLDINGS, INC. Ticker: LECO Security ID: 533900106 Meeting Date: APR 21, 2016 Meeting Type: Annual Record Date: MAR 01, 2016 # 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 Michael F. Hilton For For Management 1.4 Elect Director Kathryn Jo Lincoln For For Management 1.5 Elect Director William E. MacDonald, For For Management III 1.6 Elect Director Phillip J. Mason For For Management 1.7 Elect Director George H. Walls, Jr. 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 -------------------------------------------------------------------------------- LITHIA MOTORS, INC. Ticker: LAD Security ID: 536797103 Meeting Date: APR 22, 2016 Meeting Type: Annual Record Date: FEB 29, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sidney B. DeBoer For For Management 1.2 Elect Director Thomas R. Becker For For Management 1.3 Elect Director Susan O. Cain For For Management 1.4 Elect Director Bryan B. DeBoer For For Management 1.5 Elect Director Shau-wai Lam For For Management 1.6 Elect Director Kenneth E. Roberts For For Management 1.7 Elect Director David J. Robino For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- MARTIN MARIETTA MATERIALS, INC. Ticker: MLM Security ID: 573284106 Meeting Date: MAY 19, 2016 Meeting Type: Annual Record Date: MAR 11, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director C. Howard Nye For For Management 1.2 Elect Director Laree E. Perez For For Management 1.3 Elect Director Dennis L. Rediker For For Management 1.4 Elect Director Donald W. Slager For For Management 2 Declassify the Board of Directors For For Management 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 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 -------------------------------------------------------------------------------- MELLANOX TECHNOLOGIES, LTD. Ticker: MLNX Security ID: M51363113 Meeting Date: MAY 09, 2016 Meeting Type: Annual Record Date: APR 05, 2016 # 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 1.6 Elect Director Shai Cohen For For Management 2A Elect Director Amal Johnson For For Management 2B Elect Director Thomas Riordan For For Management 2C If you do have a Personal Interest in None Against Management 2A and 2B Please Select "FOR". If you do not have a Personal Interest in 2A and 2B Please Select "AGAINST". 3A Approve Salary Increase, Contributions For For Management to Severance, Pensions and Education Funds, and Cash Bonus to Eyal Waldman 3B If you do have a Personal Interest in None Against Management 3A Please Select "FOR". If you do not have a Personal Interest in 3A Please Select "AGAINST". 4A Approve the Grant of Restricted Shares For Against Management to Eyal Waldman 4B If you do have a Personal Interest in None Against Management 4A Please Select "FOR". If you do not have a Personal Interest in 4A Please Select "AGAINST". 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Amend Omnibus Stock Plan For For Management 7 Amend Qualified Employee Stock For Against Management Purchase Plan 8A Amend Director/Officer Liability and For For Management Indemnification Insurance 8B If you do have a Personal Interest in None Against Management 8A Please Select "FOR". If you do not have a Personal Interest in 8A Please Select "AGAINST". 9A Approve Compensation Policy for the For For Management Directors and Officers of the Company 9B If you do have a Personal Interest in None Against Management 9A Please Select "FOR". If you do not have a Personal Interest in 9A Please Select "AGAINST". 10 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration -------------------------------------------------------------------------------- NEVRO CORP. Ticker: NVRO Security ID: 64157F103 Meeting Date: MAY 18, 2016 Meeting Type: Annual Record Date: MAR 23, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ali Behbahani For Withhold Management 1.2 Elect Director Rami Elghandour For For Management 1.3 Elect Director Wilfred E. Jaeger For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- NORWEGIAN CRUISE LINE HOLDINGS LTD. Ticker: NCLH Security ID: G66721104 Meeting Date: MAY 19, 2016 Meeting Type: Annual Record Date: MAR 14, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Steve Martinez For For Management 1b Elect Director Frank J. Del Rio For For Management 1c Elect Director Chad A. Leat For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 4 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- OASIS PETROLEUM INC. Ticker: OAS Security ID: 674215108 Meeting Date: MAY 04, 2016 Meeting Type: Annual Record Date: MAR 08, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas B. Nusz For For Management 1.2 Elect Director Michael McShane For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Amend Omnibus Stock Plan For For Management 4 Amend Omnibus Stock Plan For For Management 5 Increase Authorized Common Stock For For Management -------------------------------------------------------------------------------- OCEANEERING INTERNATIONAL, INC. Ticker: OII Security ID: 675232102 Meeting Date: MAY 06, 2016 Meeting Type: Annual Record Date: MAR 23, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director M. Kevin McEvoy For For Management 1.2 Elect Director Paul B. Murphy, Jr. 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 -------------------------------------------------------------------------------- ON SEMICONDUCTOR CORPORATION Ticker: ON Security ID: 682189105 Meeting Date: MAY 18, 2016 Meeting Type: Annual Record Date: MAR 29, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alan Campbell For For Management 1.2 Elect Director Gilles Delfassy For For Management 1.3 Elect Director Emmanuel T. Hernandez For For Management 1.4 Elect Director J. Daniel McCranie For For Management 1.5 Elect Director Teresa M. Ressel For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- PALO ALTO NETWORKS, INC. Ticker: PANW Security ID: 697435105 Meeting Date: DEC 11, 2015 Meeting Type: Annual Record Date: OCT 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John M. Donovan For For Management 1.2 Elect Director Stanley J. Meresman For For Management 1.3 Elect Director Nir Zuk 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 -------------------------------------------------------------------------------- PANDORA MEDIA, INC. Ticker: P Security ID: 698354107 Meeting Date: JUN 01, 2016 Meeting Type: Annual Record Date: APR 06, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mickie Rosen For For Management 1.2 Elect Director James M.P. Feuille For For Management 1.3 Elect Director Peter Gotcher For For Management 1.4 Elect Director Elizabeth A. Nelson For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Approve Securities Transfer For For Management Restrictions -------------------------------------------------------------------------------- PDC ENERGY, INC. Ticker: PDCE Security ID: 69327R101 Meeting Date: JUN 09, 2016 Meeting Type: Annual Record Date: APR 13, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Larry F. Mazza For For Management 1.2 Elect Director Barton R. Brookman For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- PENUMBRA, INC. Ticker: PEN Security ID: 70975L107 Meeting Date: JUN 08, 2016 Meeting Type: Annual Record Date: APR 15, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Don Kassing For For Management 1.2 Elect Director Kevin Sullivan For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- POLYONE CORPORATION Ticker: POL Security ID: 73179P106 Meeting Date: MAY 12, 2016 Meeting Type: Annual Record Date: MAR 15, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard H. Fearon For For Management 1.2 Elect Director Gregory J. Goff For Withhold Management 1.3 Elect Director William R. Jellison For For Management 1.4 Elect Director Sandra Beach Lin For For Management 1.5 Elect Director Richard A. Lorraine 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 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- PREMIER, INC. Ticker: PINC Security ID: 74051N102 Meeting Date: DEC 04, 2015 Meeting Type: Annual Record Date: OCT 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Barclay E. Berdan For For Management 1.2 Elect Director William E. Mayer For For Management 1.3 Elect Director Scott Reiner For For Management 1.4 Elect Director Terry D. Shaw For For Management 1.5 Elect Director Richard J. Statuto For For Management 1.6 Elect Director Ellen C. Wolf For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Adopt the Jurisdiction of For For Management Incorporation as the Exclusive Forum for Certain Disputes 4 Amend Omnibus Stock Plan For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- QLIK TECHNOLOGIES INC. Ticker: QLIK Security ID: 74733T105 Meeting Date: MAY 12, 2016 Meeting Type: Annual Record Date: MAR 17, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director John Gavin, Jr. For For Management 1b Elect Director Alexander Ott 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 -------------------------------------------------------------------------------- ROBERT HALF INTERNATIONAL INC. Ticker: RHI Security ID: 770323103 Meeting Date: MAY 16, 2016 Meeting Type: Annual Record Date: MAR 24, 2016 # 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 Marc H. Morial For For Management 1.4 Elect Director Barbara J. Novogradac For For Management 1.5 Elect Director Robert J. Pace For For Management 1.6 Elect Director Frederick A. Richman For For Management 1.7 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 -------------------------------------------------------------------------------- SAGE THERAPEUTICS, INC. Ticker: SAGE Security ID: 78667J108 Meeting Date: JUN 22, 2016 Meeting Type: Annual Record Date: APR 25, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1A Elect Director Kevin P. Starr For For Management 1B Elect Director James Frates For Against Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- SELECT COMFORT CORPORATION Ticker: SCSS Security ID: 81616X103 Meeting Date: MAY 16, 2016 Meeting Type: Annual Record Date: MAR 21, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Michael J. Harrison For For Management 1b Elect Director Shelly R. Ibach For For Management 1c Elect Director Barbara R. Matas 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 -------------------------------------------------------------------------------- SIGNATURE BANK Ticker: SBNY Security ID: 82669G104 Meeting Date: APR 21, 2016 Meeting Type: Annual Record Date: MAR 02, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John Tamberlane For For Management 1.2 Elect Director Judith A. Huntington For For Management 1.3 Elect Director Derrick D. Cephas For For Management 2 Ratify KPMG LLP as 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: JAN 11, 2016 Meeting Type: Special Record Date: DEC 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Advisory Vote on Golden Parachutes For For Management 3 Adjourn Meeting For For Management -------------------------------------------------------------------------------- SOLARWINDS, INC. Ticker: SWI Security ID: 83416B109 Meeting Date: JAN 08, 2016 Meeting Type: Special Record Date: DEC 14, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adjourn Meeting For For Management 3 Advisory Vote on Golden Parachutes For Against Management -------------------------------------------------------------------------------- STIFEL FINANCIAL CORP. Ticker: SF Security ID: 860630102 Meeting Date: JUL 07, 2015 Meeting Type: Annual Record Date: APR 14, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles A. Dill For For Management 1.2 Elect Director Richard J. Himelfarb For For Management 1.3 Elect Director Alton F. Irby, III For For Management 1.4 Elect Director Victor J. Nesi For For Management 1.5 Elect Director James M. Zemlyak For For Management 1.6 Elect Director Michael J. Zimmerman 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 Ratify Ernst &Young LLP as Auditors For For Management -------------------------------------------------------------------------------- STIFEL FINANCIAL CORP. Ticker: SF Security ID: 860630102 Meeting Date: JUN 15, 2016 Meeting Type: Annual Record Date: APR 18, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael W. Brown For For Management 1.2 Elect Director John P. Dubinsky For For Management 1.3 Elect Director Robert E. Grady For For Management 1.4 Elect Director Thomas B. Michaud For For Management 1.5 Elect Director James M. Oates For For Management 1.6 Elect Director Ben A. Plotkin For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Declassify the Board of Directors For For Management 4 Amend Omnibus Stock Plan For For Management 5 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- SVB FINANCIAL GROUP Ticker: SIVB Security ID: 78486Q101 Meeting Date: APR 21, 2016 Meeting Type: Annual Record Date: FEB 23, 2016 # 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 Lata Krishnan For For Management 1.7 Elect Director Jeffrey N. Maggioncalda For For Management 1.8 Elect Director Mary J. Miller 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 Amend Employee Stock Purchase 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 -------------------------------------------------------------------------------- TAKE-TWO INTERACTIVE SOFTWARE, INC. Ticker: TTWO Security ID: 874054109 Meeting Date: SEP 24, 2015 Meeting Type: Annual Record Date: JUL 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Strauss Zelnick For For Management 1.2 Elect Director Robert A. Bowman For For Management 1.3 Elect Director Michael Dornemann For For Management 1.4 Elect Director J Moses For For Management 1.5 Elect Director Michael Sheresky For For Management 1.6 Elect Director Susan Tolson 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 -------------------------------------------------------------------------------- TEMPUR SEALY INTERNATIONAL, INC. Ticker: TPX Security ID: 88023U101 Meeting Date: MAY 05, 2016 Meeting Type: Annual Record Date: MAR 09, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Evelyn S. Dilsaver For For Management 1b Elect Director John A. Heil For For Management 1c Elect Director Jon L. Luther For For Management 1d Elect Director Usman Nabi For For Management 1e Elect Director Richard W. Neu For For Management 1f Elect Director Scott L. Thompson For For Management 1g Elect Director Robert B. Trussell, Jr. 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 -------------------------------------------------------------------------------- TEXAS ROADHOUSE, INC. Ticker: TXRH Security ID: 882681109 Meeting Date: MAY 19, 2016 Meeting Type: Annual Record Date: MAR 22, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gregory N. Moore For For Management 1.2 Elect Director James F. Parker For For Management 1.3 Elect Director Kathleen N. Widmer For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Declassify the Board of Directors For For Management -------------------------------------------------------------------------------- THE HABIT RESTAURANTS, INC. Ticker: HABT Security ID: 40449J103 Meeting Date: JUN 22, 2016 Meeting Type: Annual Record Date: APR 25, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Allan Karp For Withhold Management 1.2 Elect Director Joseph J. Kadow For For Management 2 Ratify Moss Adams LLP as Auditors For For Management -------------------------------------------------------------------------------- THE MEDICINES COMPANY Ticker: MDCO Security ID: 584688105 Meeting Date: MAY 26, 2016 Meeting Type: Annual Record Date: APR 15, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1A Elect Director William W. Crouse For For Management 1B Elect Director John C. Kelly For For Management 1C Elect Director Hiroaki Shigeta For For Management 2 Declassify the Board of Directors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Amend Qualified Employee Stock For For Management Purchase Plan 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- THE MIDDLEBY CORPORATION Ticker: MIDD Security ID: 596278101 Meeting Date: MAY 11, 2016 Meeting Type: Annual Record Date: MAR 18, 2016 # 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 Cathy L. McCarthy For For Management 1.5 Elect Director John R. Miller, III For For Management 1.6 Elect Director Gordon O'Brien For For Management 1.7 Elect Director Philip G. Putnam 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 Amend Omnibus Stock Plan For For Management 5 Amend Executive Incentive Bonus Plan For For Management -------------------------------------------------------------------------------- THE ULTIMATE SOFTWARE GROUP, INC. Ticker: ULTI Security ID: 90385D107 Meeting Date: MAY 16, 2016 Meeting Type: Annual Record Date: MAR 22, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1A Elect Director Scott Scherr For For Management 1B Elect Director Alois T. Leiter For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- TRACTOR SUPPLY COMPANY Ticker: TSCO Security ID: 892356106 Meeting Date: MAY 03, 2016 Meeting Type: Annual Record Date: MAR 07, 2016 # 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 Keith R. Halbert For For Management 1.5 Elect Director George MacKenzie For For Management 1.6 Elect Director Edna K. Morris For For Management 1.7 Elect Director Mark J. Weikel For For Management 1.8 Elect Director Gregory A. Sandfort 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: MAR 02, 2016 Meeting Type: Annual Record Date: JAN 04, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William Dries For For Management 1.2 Elect Director Mervin Dunn For For Management 1.3 Elect Director Michael Graff For For Management 1.4 Elect Director W. Nicholas Howley For For Management 1.5 Elect Director Raymond Laubenthal For For Management 1.6 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 01, 2016 Meeting Type: Annual Record Date: APR 04, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mary N. Dillon For For Management 1.2 Elect Director Charles Heilbronn For For Management 1.3 Elect Director Michael R. MacDonald For For Management 1.4 Elect Director George R. Mrkonic 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 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- UNDER ARMOUR, INC. Ticker: UA Security ID: 904311107 Meeting Date: AUG 26, 2015 Meeting Type: Special Record Date: JUL 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Amend Charter to Provide the For For Management Conversion of Each Class B into One Share of Class A, if Kevin Plank Sells or Disposes More than 2.5 Million of the Company's Shares 1b Amend Charter to Provide the For For Management Conversion of Each Class B into One Share of Class A, Upon Departure of Kevin Plank from the Company 1c Amend Charter to Provide Equal For For Management Treatment Provisions 1d Amend Charter to Enhance Board For For Management Independence Provisions 1e Amend Charter to Provide that For For Management Amendments to Equal Treatment Provisions and Board Indepence Provisions Require a Supermajority Vote 2 Amend Omnibus Stock Plan For Against Management 3 Approve Nonqualified Employee Stock For For Management Purchase Plan -------------------------------------------------------------------------------- UNITED RENTALS, INC. Ticker: URI Security ID: 911363109 Meeting Date: MAY 03, 2016 Meeting Type: Annual Record Date: MAR 07, 2016 # 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 Jason D. Papastavrou For For Management 1.9 Elect Director Filippo Passerini For For Management 1.10 Elect Director Donald C. Roof For For Management 1.11 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 4 Reduce Supermajority Vote Requirement Against For Shareholder -------------------------------------------------------------------------------- VANTIV, INC. Ticker: VNTV Security ID: 92210H105 Meeting Date: MAY 10, 2016 Meeting Type: Annual Record Date: MAR 24, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lee Adrean For For Management 1.2 Elect Director Mark Heimbouch For For Management 1.3 Elect Director Gary Lauer For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Change Range for Size of the Board For For Management 5 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- VERIFONE SYSTEMS, INC. Ticker: PAY Security ID: 92342Y109 Meeting Date: MAR 24, 2016 Meeting Type: Annual Record Date: JAN 28, 2016 # 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 Executive Incentive Bonus 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 -------------------------------------------------------------------------------- WATSCO, INC. Ticker: WSO Security ID: 942622200 Meeting Date: JUN 06, 2016 Meeting Type: Annual Record Date: APR 07, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David C. Darnell For For Management 1.2 Elect Director George P. Sape For For Management 2 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- WYNDHAM WORLDWIDE CORPORATION Ticker: WYN Security ID: 98310W108 Meeting Date: MAY 10, 2016 Meeting Type: Annual Record Date: MAR 18, 2016 # 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 4 Report on Political Contributions Against For Shareholder ========== 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, 2016 *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