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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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