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, 2016 - June 30, 2017 Item 1. Proxy Voting Record. ******************************* FORM N-PX REPORT ******************************* ICA File Number: 811-00204 Reporting Period: 07/01/2016 - 06/30/2017 AB Discovery Growth Fund, Inc. ======================== AB Discovery Growth Fund, Inc. ======================== 2U, INC. Ticker: TWOU Security ID: 90214J101 Meeting Date: JUN 05, 2017 Meeting Type: Annual Record Date: APR 24, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sallie L. Krawcheck For For Management 1.2 Elect Director Mark J. Chernis For For Management 1.3 Elect Director John M. Larson For For Management 1.4 Elect Director Edward S. Macias 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 Approve Qualified Employee Stock For For Management Purchase Plan -------------------------------------------------------------------------------- A. O. SMITH CORPORATION Ticker: AOS Security ID: 831865209 Meeting Date: APR 13, 2017 Meeting Type: Annual Record Date: FEB 21, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gloster B. Current, Jr. For For Management 1.2 Elect Director William P. Greubel For For Management 1.3 Elect Director Idelle K. Wolf For For Management 1.4 Elect Director Gene C. Wulf For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Ernst & Young LLP as Auditors For For Management 5 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- ADVANCED DISPOSAL SERVICES, INC. Ticker: ADSW Security ID: 00790X101 Meeting Date: MAY 24, 2017 Meeting Type: Annual Record Date: MAR 27, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jared Parker For For Management 1.2 Elect Director Matthew Rinklin 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 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- ADVANCEPIERRE FOODS HOLDINGS, INC. Ticker: APFH Security ID: 00782L107 Meeting Date: MAY 17, 2017 Meeting Type: Annual Record Date: APR 04, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Neil F. Dimick None None Management *Withdrawn Resolution* 1.2 Elect Director Stephen A. Kaplan For For Management 1.3 Elect Director Christopher D. Sliva For For Management 2 Approve Qualified Employee Stock For For Management Purchase Plan 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 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 -------------------------------------------------------------------------------- AFFILIATED MANAGERS GROUP, INC. Ticker: AMG Security ID: 008252108 Meeting Date: JUN 13, 2017 Meeting Type: Annual Record Date: APR 17, 2017 # 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 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Provide Directors May Be Removed With For For Management or Without Cause 5 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- AKORN, INC. Ticker: AKRX Security ID: 009728106 Meeting Date: JUL 01, 2016 Meeting Type: Annual Record Date: MAY 11, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John N. Kapoor For For Management 1.2 Elect Director Kenneth S. Abramowitz For For Management 1.3 Elect Director Adrienne L. Graves For For Management 1.4 Elect Director Ronald M. Johnson For For Management 1.5 Elect Director Steven J. Meyer For For Management 1.6 Elect Director Terry Allison Rappuhn For For Management 1.7 Elect Director Brian Tambi For For Management 1.8 Elect Director Alan Weinstein 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 -------------------------------------------------------------------------------- AKORN, INC. Ticker: AKRX Security ID: 009728106 Meeting Date: DEC 16, 2016 Meeting Type: Special Record Date: OCT 28, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Qualified Employee Stock For For Management Purchase Plan 2 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- AKORN, INC. Ticker: AKRX Security ID: 009728106 Meeting Date: APR 27, 2017 Meeting Type: Annual Record Date: MAR 13, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John Kapoor For For Management 1.2 Elect Director Kenneth Abramowitz For For Management 1.3 Elect Director Adrienne Graves For For Management 1.4 Elect Director Ronald Johnson For For Management 1.5 Elect Director Steven Meyer For For Management 1.6 Elect Director Terry Allison Rappuhn For For Management 1.7 Elect Director Brian Tambi For For Management 1.8 Elect Director Alan Weinstein For For Management 2 Ratify BDO USA, LLP as Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- ALDER BIOPHARMACEUTICALS, INC. Ticker: ALDR Security ID: 014339105 Meeting Date: MAY 24, 2017 Meeting Type: Annual Record Date: APR 21, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Randall C. Schatzman For For Management 1.2 Elect Director Heather Preston For Withhold Management 1.3 Elect Director Clay B. Siegall For Withhold Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- ALIGN TECHNOLOGY, INC. Ticker: ALGN Security ID: 016255101 Meeting Date: MAY 17, 2017 Meeting Type: Annual Record Date: MAR 22, 2017 # 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 Susan E. Siegel For For Management 1.9 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 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- AMETEK, INC. Ticker: AME Security ID: 031100100 Meeting Date: MAY 09, 2017 Meeting Type: Annual Record Date: MAR 24, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas A. Amato For For Management 1.2 Elect Director Anthony J. Conti For For Management 1.3 Elect Director Frank S. Hermance For For Management 1.4 Elect Director Gretchen W. McClain For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- AMSURG CORP. Ticker: AMSG Security ID: 03232P405 Meeting Date: NOV 28, 2016 Meeting Type: Special Record Date: OCT 07, 2016 # 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 -------------------------------------------------------------------------------- ARISTA NETWORKS, INC. Ticker: ANET Security ID: 040413106 Meeting Date: JUN 01, 2017 Meeting Type: Annual Record Date: APR 12, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mark Templeton For For Management 1.2 Elect Director Nikos Theodosopoulos For Withhold Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- ASPEN TECHNOLOGY, INC. Ticker: AZPN Security ID: 045327103 Meeting Date: DEC 08, 2016 Meeting Type: Annual Record Date: OCT 20, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert M. Whelan, Jr. For For Management 1.2 Elect Director Donald P. Casey For For Management 2 Approve Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- ATLASSIAN CORPORATION PLC Ticker: TEAM Security ID: G06242104 Meeting Date: DEC 06, 2016 Meeting Type: Annual Record Date: OCT 17, 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 Approve Remuneration Policy For Against Management 4 Appoint Ernst & Young LLP as Auditors For For Management 5 Authorise the Audit Committee to Fix For For Management Remuneration of Auditors 6 Authorise Issue of Equity with For For Management Pre-emptive Rights 7 Authorise Issue of Equity without For For Management Pre-emptive Rights 8 Amend Articles of Association For For Management -------------------------------------------------------------------------------- BLUEPRINT MEDICINES CORPORATION Ticker: BPMC Security ID: 09627Y109 Meeting Date: JUN 20, 2017 Meeting Type: Annual Record Date: APR 24, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alexis Borisy For Withhold Management 1.2 Elect Director Lonnel Coats For For Management 1.3 Elect Director Charles A. Rowland, Jr. For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- BRIGHT HORIZONS FAMILY SOLUTIONS INC. Ticker: BFAM Security ID: 109194100 Meeting Date: JUN 01, 2017 Meeting Type: Annual Record Date: APR 04, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Sara Lawrence-Lightfoot For For Management 1b Elect Director David H. Lissy For For Management 1c Elect Director Cathy E. Minehan 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 Amend Omnibus Stock Plan For For Management 5 Approve Executive Incentive Bonus Plan For For Management -------------------------------------------------------------------------------- BUFFALO WILD WINGS, INC. Ticker: BWLD Security ID: 119848109 Meeting Date: JUN 02, 2017 Meeting Type: Proxy Contest Record Date: APR 13, 2017 # Proposal Mgt Rec Vote Cast Sponsor Management Proxy (Yellow Proxy Card) None 1.1 Elect Director Cynthia L. Davis For Did Not Vote Management 1.2 Elect Director Andre J. Fernandez For Did Not Vote Management 1.3 Elect Director Janice L. Fields For Did Not Vote Management 1.4 Elect Director Harry A. Lawton For Did Not Vote Management 1.5 Elect Director J. Oliver Maggard For Did Not Vote Management 1.6 Elect Director Jerry R. Rose For Did Not Vote Management 1.7 Elect Director Sam B. Rovit For Did Not Vote Management 1.8 Elect Director Harmit J. Singh For Did Not Vote Management 1.9 Elect Director Sally J. Smith For Did Not Vote Management 2 Advisory Vote to Ratify Named For Did Not Vote Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year Did Not Vote Management 4 Approve Omnibus Stock Plan For Did Not Vote Management 5 Ratify KPMG LLP as Auditors For Did Not Vote Management # Proposal Diss Rec Vote Cast Sponsor Dissident Proxy (White Proxy Card) None 1.1 Elect Director Scott O. Bergren For For Shareholder 1.2 Elect Director Richard T. McGuire, III For For Shareholder 1.3 Management Nominee Sam B. Rovit For For Shareholder 1.4 Elect Director Emil Lee Sanders For For Shareholder 1.5 Management Nominee Andre J. Fernandez For For Shareholder 1.6 Management Nominee Janice L. Fields For For Shareholder 1.7 Management Nominee Harry A. Lawton For For Shareholder 1.8 Management Nominee Harmit J. Singh For For Shareholder 1.9 Management Nominee Sally J. Smith For For Shareholder 2 Amend Bylaws For For Management 3 Ratify KPMG LLP as Auditors For For Management 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- BURLINGTON STORES, INC. Ticker: BURL Security ID: 122017106 Meeting Date: MAY 17, 2017 Meeting Type: Annual Record Date: MAR 23, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ted English For For Management 1.2 Elect Director Jordan Hitch For For Management 1.3 Elect Director Mary Ann Tocio 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 4 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- CARLISLE COMPANIES INCORPORATED Ticker: CSL Security ID: 142339100 Meeting Date: APR 26, 2017 Meeting Type: Annual Record Date: MAR 01, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Robert G. Bohn For For Management 1b Elect Director Terry D. Growcock For For Management 1c Elect Director Gregg A. Ostrander For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- CLOVIS ONCOLOGY, INC. Ticker: CLVS Security ID: 189464100 Meeting Date: JUN 08, 2017 Meeting Type: Annual Record Date: APR 10, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Keith Flaherty For For Management 1.2 Elect Director Ginger L. Graham For For Management 1.3 Elect Director Edward J. McKinley For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- COSTAR GROUP, INC. Ticker: CSGP Security ID: 22160N109 Meeting Date: JUN 06, 2017 Meeting Type: Annual Record Date: APR 10, 2017 # 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 Laura Cox Kaplan For For Management 1d Elect Director Michael J. Glosserman For For Management 1e Elect Director Warren H. Haber For For Management 1f Elect Director John W. Hill For For Management 1g Elect Director Christopher J. Nassetta For For Management 1h Elect Director David J. Steinberg 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 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- CYBERARK SOFTWARE LTD. Ticker: CYBR Security ID: M2682V108 Meeting Date: JUN 27, 2017 Meeting Type: Annual Record Date: MAY 19, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Reelect Ron Gutler as director for a For For Management three-year term 1.2 Reelect Kim Perdikou as director for a For For Management three-year term 1.3 Reelect Gadi Tirosh as director for a For For Management two-year term 2 Ratify grant of options to purchase For For Management shares, RSU, and performance share units, to Ehud (Udi) Mokady, Chairman and CEO, for 2017 3 Ratify amendment to the equity For For Management compensation arrangements provided to the Company's newly appointed non-executive directors, enabling reduction of equity awards 4 Ratify revisions to the Company's For For Management liability insurance coverage in favor of the Company's directors, CEO and other officers 5 Ratify articles amendment Re: increase For For Management maximum number of directors on the Company's board of directors, or Board, from eleven to nine 6 Reappoint Kost Forer Gabbay & Kasierer For For Management as Auditors and Authorize Board to Fix Their Remuneration A Vote FOR if you are a controlling None Against Management shareholder or have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation to your account manager -------------------------------------------------------------------------------- DAVE & BUSTER'S ENTERTAINMENT, INC. Ticker: PLAY Security ID: 238337109 Meeting Date: JUN 08, 2017 Meeting Type: Annual Record Date: APR 13, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Victor L. Crawford For For Management 1.2 Elect Director Hamish A. Dodds For For Management 1.3 Elect Director Michael J. Griffith For For Management 1.4 Elect Director Jonathan S. Halkyard For For Management 1.5 Elect Director Stephen M. King For For Management 1.6 Elect Director Patricia M. Mueller For For Management 1.7 Elect Director Kevin M. Sheehan For For Management 1.8 Elect Director Jennifer Storms For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Adopt Majority Voting for Uncontested For For Management Election of Directors 4 Eliminate Supermajority Vote For For Management Requirement to Amend Certificate of Incorporation 5 Eliminate Supermajority Vote For For Management Requirement to Amend Bylaws 6 Amend Certificate of Incorporation to For For Management Eliminate Obsolete Provisions 7 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- DBV TECHNOLOGIES Ticker: DBV Security ID: 23306J101 Meeting Date: JUN 15, 2017 Meeting Type: Annual/Special Record Date: MAY 11, 2017 # 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 Loses and Absence For For Management of Dividends 4 Approve Auditors' Special Report on For For Management Related-Party Transactions Regarding New Transactions 5 Renew Appointment of Deloitte & For For Management associes as Auditor 6 Acknowledge End of Mandate of BEAS as For For Management Alternate Auditor, and Approve Decision to Neither Renew nor Replace the Alternate Auditor 7 Elect Julie O'Neill as Director For For Management 8 Approve Remuneration of Directors in For For Management the Aggregate Amount of EUR 600,000 9 Approve Remuneration Policy of For For Management Pierre-Henri Benhamou, Chairman and CEO 10 Approve Remuneration Policy of David For For Management Schilansky, Vice-CEO 11 Approve Remuneration Policy of Laurent For For Management Martin, Vice-CEO 12 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 13 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 14 Authorize up to 5.5 Percent of Issued For For Management Capital for Use in Stock Option Plans 15 Authorize up to 5 Percent of Issued For For Management Capital for Use in Restricted Stock Plans 16 Approve Issuance of Warrants (BSA, For For 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 17 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 18 Amend Article 36 of Bylaws Re: Auditors For For Management 19 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- DENTSPLY SIRONA INC. Ticker: XRAY Security ID: 24906P109 Meeting Date: MAY 24, 2017 Meeting Type: Annual Record Date: MAR 27, 2017 # 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 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- DEXCOM, INC. Ticker: DXCM Security ID: 252131107 Meeting Date: MAY 31, 2017 Meeting Type: Annual Record Date: APR 07, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Richard Collins For For Management 1b Elect Director Mark Foletta For For Management 1c Elect Director Eric J. Topol 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 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Amend Omnibus Stock Plan For For Management 6 Increase Authorized Common Stock For For Management -------------------------------------------------------------------------------- ELLIE MAE, INC. Ticker: ELLI Security ID: 28849P100 Meeting Date: MAY 17, 2017 Meeting Type: Annual Record Date: MAR 22, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Karen Blasing For For Management 1.2 Elect Director Jonathan Corr For For Management 1.3 Elect Director Robert J. Levin For For Management 1.4 Elect Director Jeb S. Spencer 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 4 Declassify the Board of Directors Against For Shareholder -------------------------------------------------------------------------------- EXPEDIA, INC. Ticker: EXPE Security ID: 30212P303 Meeting Date: SEP 14, 2016 Meeting Type: Annual Record Date: AUG 09, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Susan C. Athey For For Management 1b Elect Director A. George 'Skip' Battle For For Management 1c Elect Director Pamela L. Coe For For Management 1d Elect Director Barry Diller For For Management 1e Elect Director Jonathan L. Dolgen For Withhold Management 1f Elect Director Craig A. Jacobson For For Management 1g Elect Director Victor A. Kaufman For For Management 1h Elect Director Peter M. Kern For For Management 1i Elect Director Dara Khosrowshahi For For Management 1j Elect Director John C. Malone For Withhold Management 1k Elect Director Scott Rudin For For Management 1l Elect Director Christopher W. Shean For For Management 1m Elect Director Alexander Von For For Management Furstenberg 2 Amend Omnibus Stock Plan For Against Management 3 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- EXPEDIA, INC. Ticker: EXPE Security ID: 30212P303 Meeting Date: JUN 13, 2017 Meeting Type: Annual Record Date: APR 17, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Susan C. Athey For For Management 1b Elect Director A. George "Skip" Battle For For Management 1c Elect Director Chelsea Clinton For For Management 1d Elect Director Pamela L. Coe For For Management 1e Elect Director Barry Diller For For Management 1f Elect Director Jonathan L. Dolgen For For Management 1g Elect Director Craig A. Jacobson For For Management 1h Elect Director Victor A. Kaufman For Withhold Management 1i Elect Director Peter M. Kern For Withhold Management 1j Elect Director Dara Khosrowshahi For For Management 1k Elect Director John C. Malone For Withhold Management 1l Elect Director Scott Rudin For For Management 1m Elect Director Christopher W. Shean For For Management 1n Elect Director Alexander von For For Management Furstenberg 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency Three One Year Management Years 4 Ratify Ernst & Young LLP as Auditors For For Management 5 Report on Political Contributions and Against For Shareholder Expenditures -------------------------------------------------------------------------------- EXPEDITORS INTERNATIONAL OF WASHINGTON, INC. Ticker: EXPD Security ID: 302130109 Meeting Date: MAY 02, 2017 Meeting Type: Annual Record Date: MAR 07, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert R. Wright For For Management 1.2 Elect Director Glenn M. Alger For For Management 1.3 Elect Director James M. DuBois For For Management 1.4 Elect Director Mark A. Emmert For For Management 1.5 Elect Director Diane H. Gulyas For For Management 1.6 Elect Director Dan P. Kourkoumelis For For Management 1.7 Elect Director Richard B. McCune For For Management 1.8 Elect Director Alain Monie For For Management 1.9 Elect Director Jeffrey S. Musser For For Management 1.10 Elect Director Liane J. Pelletier 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 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Approve Omnibus Stock Plan For For Management 5 Ratify KPMG LLP as Auditors For For Management 6 Link Executive Compensation to Against Against Shareholder Sustainability Performance -------------------------------------------------------------------------------- FINISAR CORPORATION Ticker: FNSR Security ID: 31787A507 Meeting Date: SEP 06, 2016 Meeting Type: Annual Record Date: JUL 15, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jerry S. Rawls For For Management 1.2 Elect Director Robert N. Stephens 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 -------------------------------------------------------------------------------- FIRST REPUBLIC BANK Ticker: FRC Security ID: 33616C100 Meeting Date: MAY 09, 2017 Meeting Type: Annual Record Date: MAR 13, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director James H. Herbert, II For For Management 1b Elect Director Katherine August-deWilde For For Management 1c Elect Director Thomas J. Barrack, Jr. For For Management 1d Elect Director Frank J. Fahrenkopf, Jr. For For Management 1e Elect Director L. Martin Gibbs For For Management 1f Elect Director Boris Groysberg For For Management 1g Elect Director Sandra R. Hernandez For For Management 1h Elect Director Pamela J. Joyner For For Management 1i Elect Director Reynold Levy For For Management 1j Elect Director Duncan L. Niederauer For For Management 1k Elect Director George G.C. Parker For For Management 1l Elect Director Cheryl Spielman For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Approve Omnibus Stock Plan For For Management 5 Advisory Vote on Say on Pay Frequency One Year One Year Management 6 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 7 Prepare Employment Diversity Report Against Against Shareholder and Report on Diversity Policies -------------------------------------------------------------------------------- FIVE BELOW, INC. Ticker: FIVE Security ID: 33829M101 Meeting Date: JUN 20, 2017 Meeting Type: Annual Record Date: APR 25, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Joel D. Anderson For For Management 1b Elect Director Kathleen S. Barclay For For Management 1c Elect Director Thomas M. Ryan For For Management 2 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- GENESEE & WYOMING INC. Ticker: GWR Security ID: 371559105 Meeting Date: MAY 24, 2017 Meeting Type: Annual Record Date: MAR 27, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John C. Hellmann For For Management 1.2 Elect Director Albert J. Neupaver For For Management 1.3 Elect Director Joseph H. Pyne For For Management 1.4 Elect Director Hunter C. Smith For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- GLAUKOS CORPORATION Ticker: GKOS Security ID: 377322102 Meeting Date: MAY 31, 2017 Meeting Type: Annual Record Date: APR 05, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William J. Link For Withhold Management 1.2 Elect Director Jonathan T. Silverstein For For Management 1.3 Elect Director Aimee S. Weisner For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- GRAND CANYON EDUCATION, INC. Ticker: LOPE Security ID: 38526M106 Meeting Date: JUN 14, 2017 Meeting Type: Annual Record Date: APR 20, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Brian E. Mueller For For Management 1.2 Elect Director Sara R. Dial For For Management 1.3 Elect Director Jack A. Henry For For Management 1.4 Elect Director Kevin F. Warren For For Management 1.5 Elect Director David J. Johnson For For Management 2 Approve Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- GRUBHUB INC. Ticker: GRUB Security ID: 400110102 Meeting Date: MAY 11, 2017 Meeting Type: Annual Record Date: MAR 17, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lloyd Frink For For Management 1.2 Elect Director Girish Lakshman For For Management 1.3 Elect Director Keith Richman For Withhold Management 2 Ratify Crowe Horwath LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- GUIDEWIRE SOFTWARE, INC. Ticker: GWRE Security ID: 40171V100 Meeting Date: DEC 01, 2016 Meeting Type: Annual Record Date: OCT 07, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Craig Conway For For Management 1.2 Elect Director Guy Dubois For For Management 2 Adopt the Jurisdiction of For For Management Incorporation as the Exclusive Forum for Certain Disputes 3 Ratify KPMG LLP as Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- HEXCEL CORPORATION Ticker: HXL Security ID: 428291108 Meeting Date: MAY 04, 2017 Meeting Type: Annual Record Date: MAR 09, 2017 # 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 L. Pugh For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- HUBSPOT, INC. Ticker: HUBS Security ID: 443573100 Meeting Date: JUN 07, 2017 Meeting Type: Annual Record Date: APR 12, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Julie Herendeen For Withhold Management 1.2 Elect Director Michael Simon For Withhold Management 1.3 Elect Director Jay Simons 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 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- ICON PLC Ticker: ICLR Security ID: G4705A100 Meeting Date: JUL 22, 2016 Meeting Type: Annual Record Date: MAY 27, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William Hall For For Management 1.2 Elect Director John Climax For For Management 1.3 Elect Director Steve Cutler For For Management 2 Accept Financial Statements and For For Management Statutory Reports 3 Authorize Board to Fix Remuneration of For For Management Auditors 4 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights 5 Authorize 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 8 Amend Articles of Association For For Management 9 Amend Memorandum of Association For For Management -------------------------------------------------------------------------------- IDEX CORPORATION Ticker: IEX Security ID: 45167R104 Meeting Date: APR 26, 2017 Meeting Type: Annual Record Date: MAR 01, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Andrew K. Silvernail For For Management 1.2 Elect Director Katrina L. Helmkamp For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- IMAX CORPORATION Ticker: IMAX Security ID: 45245E109 Meeting Date: JUN 06, 2017 Meeting Type: Annual Record Date: APR 11, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Neil S. Braun For For Management 1.2 Elect Director Eric A. Demirian For Withhold Management 1.3 Elect Director Kevin Douglas For For Management 1.4 Elect Director Greg Foster For For Management 1.5 Elect Director Richard L. Gelfond For For Management 1.6 Elect Director David W. Leebron For For Management 1.7 Elect Director Michael Lynne For Withhold Management 1.8 Elect Director Michael MacMillan For For Management 1.9 Elect Director Dana Settle For For Management 1.10 Elect Director Darren Throop For Withhold Management 1.11 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 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- LAZARD LTD Ticker: LAZ Security ID: G54050102 Meeting Date: APR 25, 2017 Meeting Type: Annual Record Date: MAR 02, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kenneth M. Jacobs For For Management 1.2 Elect Director Michelle Jarrard For For Management 1.3 Elect Director Philip A. Laskawy For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Approve Deloitte & Touche LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 5 Limit/Prohibit Accelerated Vesting of Against For Shareholder Awards -------------------------------------------------------------------------------- LENNOX INTERNATIONAL INC. Ticker: LII Security ID: 526107107 Meeting Date: MAY 18, 2017 Meeting Type: Annual Record Date: MAR 22, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Janet K. Cooper For For Management 1.2 Elect Director John W. Norris, III For For Management 1.3 Elect Director Karen H. Quintos For For Management 1.4 Elect Director Paul W. Schmidt 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 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- LINCOLN ELECTRIC HOLDINGS, INC. Ticker: LECO Security ID: 533900106 Meeting Date: APR 20, 2017 Meeting Type: Annual Record Date: MAR 01, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Curtis E. Espeland For For Management 1.2 Elect Director David H. Gunning For For Management 1.3 Elect Director Stephen G. Hanks For For Management 1.4 Elect Director Michael F. Hilton For For Management 1.5 Elect Director G. Russell Lincoln For For Management 1.6 Elect Director Kathryn Jo Lincoln For For Management 1.7 Elect Director William E. MacDonald, For For Management III 1.8 Elect Director Christopher L. Mapes For For Management 1.9 Elect Director Phillip J. Mason For For Management 1.10 Elect Director Hellene S. Runtagh For For Management 1.11 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 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Amend Executive Incentive Bonus Plan For For Management 6 Amend Non-Employee Director Omnibus For For Management Stock Plan -------------------------------------------------------------------------------- LITHIA MOTORS, INC. Ticker: LAD Security ID: 536797103 Meeting Date: APR 19, 2017 Meeting Type: Annual Record Date: FEB 28, 2017 # 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 Kenneth E. Roberts For For Management 1.6 Elect Director David J. Robino For For Management 2 Amend Executive Incentive Bonus Plan For For Management 3 Amend Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management 6 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- LOGMEIN, INC. Ticker: LOGM Security ID: 54142L109 Meeting Date: JAN 25, 2017 Meeting Type: Special Record Date: DEC 09, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with Merger For For Management 2 Increase Authorized Common Stock For For Management 3 Amend Omnibus Stock Plan For For Management 4 Adjourn Meeting For For Management -------------------------------------------------------------------------------- LOGMEIN, INC. Ticker: LOGM Security ID: 54142L109 Meeting Date: JUN 01, 2017 Meeting Type: Annual Record Date: APR 03, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David J. Henshall For For Management 1.2 Elect Director Peter J. Sacripanti For For Management 1.3 Elect Director William R. Wagner 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 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- LOXO ONCOLOGY, INC. Ticker: LOXO Security ID: 548862101 Meeting Date: JUN 22, 2017 Meeting Type: Annual Record Date: APR 24, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Steven A. Elms For Withhold Management 1.2 Elect Director Alan Fuhrman For For Management 1.3 Elect Director Avi Z. Naider For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- MARTIN MARIETTA MATERIALS, INC. Ticker: MLM Security ID: 573284106 Meeting Date: MAY 18, 2017 Meeting Type: Annual Record Date: MAR 10, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sue W. Cole For For Management 1.2 Elect Director Michael J. Quillen For For Management 1.3 Elect Director John J. Koraleski For For Management 1.4 Elect Director Stephen P. Zelnak, Jr. 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 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Adopt Proxy Access Right Against For Shareholder -------------------------------------------------------------------------------- MICROSEMI CORPORATION Ticker: MSCC Security ID: 595137100 Meeting Date: FEB 14, 2017 Meeting Type: Annual Record Date: DEC 19, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James J. Peterson For For Management 1.2 Elect Director Dennis R. Leibel For For Management 1.3 Elect Director Kimberly E. Alexy For For Management 1.4 Elect Director Thomas R. Anderson For For Management 1.5 Elect Director William E. Bendush For For Management 1.6 Elect Director Paul F. Folino For For Management 1.7 Elect Director William L. Healey For For Management 1.8 Elect Director Matthew E. Massengill For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- NEUROCRINE BIOSCIENCES, INC. Ticker: NBIX Security ID: 64125C109 Meeting Date: MAY 22, 2017 Meeting Type: Annual Record Date: MAR 31, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kevin C. Gorman For For Management 1.2 Elect Director Gary A. Lyons For For Management 1.3 Elect Director Alfred W. Sandrock, Jr. For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Amend Omnibus Stock Plan For For Management 5 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- NEVRO CORP. Ticker: NVRO Security ID: 64157F103 Meeting Date: MAY 25, 2017 Meeting Type: Annual Record Date: APR 03, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Frank Fischer For Withhold Management 1.2 Elect Director Shawn T McCormick For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- NORDSON CORPORATION Ticker: NDSN Security ID: 655663102 Meeting Date: FEB 28, 2017 Meeting Type: Annual Record Date: JAN 03, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joseph P. Keithley For For Management 1.2 Elect Director Michael J. Merriman, Jr. For For Management 1.3 Elect Director Mary G. Puma 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 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- OCEANEERING INTERNATIONAL, INC. Ticker: OII Security ID: 675232102 Meeting Date: MAY 05, 2017 Meeting Type: Annual Record Date: MAR 22, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William B. Berry For For Management 1.2 Elect Director T. Jay Collins For For Management 1.3 Elect Director Jon Erik Reinhardsen For Withhold Management 2 Amend Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- OLLIE'S BARGAIN OUTLET HOLDINGS, INC. Ticker: OLLI Security ID: 681116109 Meeting Date: JUN 07, 2017 Meeting Type: Annual Record Date: APR 18, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert Fisch For For Management 1.2 Elect Director Richard Zannino For For Management 2 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- ON SEMICONDUCTOR CORPORATION Ticker: ON Security ID: 682189105 Meeting Date: MAY 17, 2017 Meeting Type: Annual Record Date: MAR 28, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Atsushi Abe For For Management 1.2 Elect Director Alan Campbell For For Management 1.3 Elect Director Curtis J. Crawford For For Management 1.4 Elect Director Gilles Delfassy For For Management 1.5 Elect Director Emmanuel T. Hernandez For For Management 1.6 Elect Director Keith D. Jackson For For Management 1.7 Elect Director Paul A. Mascarenas For For Management 1.8 Elect Director Daryl A. Ostrander For For Management 1.9 Elect Director Teresa M. Ressel For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 5 Amend Omnibus Stock Plan For For Management 6 Amend Qualified Employee Stock For For Management Purchase Plan 7 Amend Certificate of Incorporation to For For Management Eliminate Certain Restrictions on Removal of Directors 8 Increase Authorized Common Stock For For Management -------------------------------------------------------------------------------- PARSLEY ENERGY, INC. Ticker: PE Security ID: 701877102 Meeting Date: JUN 02, 2017 Meeting Type: Annual Record Date: APR 06, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Bryan Sheffield For For Management 1b Elect Director A.R. Alameddine 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 Adopt Majority Voting for Uncontested For For Management Election of Directors -------------------------------------------------------------------------------- PDC ENERGY, INC. Ticker: PDCE Security ID: 69327R101 Meeting Date: MAY 30, 2017 Meeting Type: Annual Record Date: MAR 31, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David C. Parke For For Management 1.2 Elect Director Jeffrey C. Swoveland 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 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- PENUMBRA, INC. Ticker: PEN Security ID: 70975L107 Meeting Date: JUN 07, 2017 Meeting Type: Annual Record Date: APR 12, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Arani Bose For Against Management 1b Elect Director Bridget O'Rourke 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 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- PLANET FITNESS, INC. Ticker: PLNT Security ID: 72703H101 Meeting Date: MAY 09, 2017 Meeting Type: Annual Record Date: MAR 15, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephen Spinelli, Jr. For For Management 1.2 Elect Director David Berg For For Management 2 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- POLYONE CORPORATION Ticker: POL Security ID: 73179P106 Meeting Date: MAY 11, 2017 Meeting Type: Annual Record Date: MAR 14, 2017 # 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 Kim Ann Mink For For Management 1.7 Elect Director Robert M. Patterson For For Management 1.8 Elect Director William H. Powell For For Management 1.9 Elect Director Kerry J. Preete For For Management 1.10 Elect Director William A. Wulfsohn 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 Approve Omnibus Stock Plan For For Management 5 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- PREMIER, INC. Ticker: PINC Security ID: 74051N102 Meeting Date: DEC 02, 2016 Meeting Type: Annual Record Date: OCT 03, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Susan D. DeVore For For Management 1.2 Elect Director Jody R. Davids For For Management 1.3 Elect Director Peter S. Fine For For Management 1.4 Elect Director David H. Langstaff For For Management 1.5 Elect Director Marvin R. O'Quinn 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 -------------------------------------------------------------------------------- PROTHENA CORPORATION PLC Ticker: PRTA Security ID: G72800108 Meeting Date: MAY 17, 2017 Meeting Type: Annual Record Date: MAR 13, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Lars G. Ekman For For Management 1b Elect Director Gene G. Kinney For For Management 1c Elect Director Dennis J. Selkoe For For Management 2 Approve KPMG LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management 5 Authorize Issuance of Equity For For Management Securities with Preemptive Rights 6 Authorize Issuance of Equity For For Management Securities without Preemptive Rights 7 Adjourn Meeting For For Management -------------------------------------------------------------------------------- QLIK TECHNOLOGIES INC. Ticker: QLIK Security ID: 74733T105 Meeting Date: AUG 17, 2016 Meeting Type: Special Record Date: JUL 06, 2016 # 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 For Management -------------------------------------------------------------------------------- SAGE THERAPEUTICS, INC. Ticker: SAGE Security ID: 78667J108 Meeting Date: JUN 07, 2017 Meeting Type: Annual Record Date: APR 10, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1A Elect Director Michael F. Cola For Against Management 1B Elect Director Jeffrey M. Jonas For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- SIGNATURE BANK Ticker: SBNY Security ID: 82669G104 Meeting Date: APR 20, 2017 Meeting Type: Annual Record Date: MAR 01, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Scott A. Shay For For Management 1.2 Elect Director Joseph J. DePaolo For For Management 1.3 Elect Director Barney Frank For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Adopt Majority Voting for Uncontested For For Management Election of Directors 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- SPLUNK INC. Ticker: SPLK Security ID: 848637104 Meeting Date: JUN 08, 2017 Meeting Type: Annual Record Date: APR 13, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director John Connors For For Management 1b Elect Director Patricia Morrison For For Management 1c Elect Director Stephen Newberry For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- STIFEL FINANCIAL CORP. Ticker: SF Security ID: 860630102 Meeting Date: JUN 06, 2017 Meeting Type: Annual Record Date: APR 18, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Frederick O. Hanser For For Management 1.2 Elect Director Ronald J. Kruszewski For For Management 1.3 Elect Director Thomas W. Weisel For For Management 1.4 Elect Director Kelvin R. Westbrook For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency None One Year Management 4 Ratify Ernst &Young LLP as Auditors For For Management -------------------------------------------------------------------------------- SUPERIOR ENERGY SERVICES, INC. Ticker: SPN Security ID: 868157108 Meeting Date: MAY 23, 2017 Meeting Type: Annual Record Date: APR 03, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Harold J. Bouillion For For Management 1.2 Elect Director David D. Dunlap For For Management 1.3 Elect Director James M. Funk For For Management 1.4 Elect Director Terence E. Hall For For Management 1.5 Elect Director Peter D. Kinnear For For Management 1.6 Elect Director Janiece M. Longoria For For Management 1.7 Elect Director Michael M. McShane For For Management 1.8 Elect Director W. Matt Ralls For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- SVB FINANCIAL GROUP Ticker: SIVB Security ID: 78486Q101 Meeting Date: APR 27, 2017 Meeting Type: Annual Record Date: FEB 27, 2017 # 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 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- TAKE-TWO INTERACTIVE SOFTWARE, INC. Ticker: TTWO Security ID: 874054109 Meeting Date: SEP 22, 2016 Meeting Type: Annual Record Date: JUL 26, 2016 # 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 Amend Omnibus Stock Plan For For Management 4 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- TELADOC, INC. Ticker: TDOC Security ID: 87918A105 Meeting Date: MAY 25, 2017 Meeting Type: Annual Record Date: MAR 31, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Increase Authorized Common Stock For For Management 1b Declassify the Board of Directors For For Management 1c Eliminate Supermajority Vote For For Management Requirement to Remove Directors 1d Eliminate Supermajority Vote For For Management Requirement to Amend Certificate of Incorporation 1e Eliminate Supermajority Vote For For Management Requirement to Amend Bylaws 2.1 Elect Director Helen Darling For For Management 2.2 Elect Director William H. Frist For For Management 2.3 Elect Director Michael Goldstein For For Management 2.4 Elect Director Jason Gorevic For For Management 2.5 Elect Director Thomas Mawhinney For For Management 2.6 Elect Director Thomas G. McKinley For For Management 2.7 Elect Director Arneek Multani For For Management 2.8 Elect Director Kenneth H. Paulus For For Management 2.9 Elect Director David Shedlarz For For Management 2.10 Elect Director David B. Snow, Jr. For For Management 2.1 Elect Director Thomas Mawhinney For For Management 2.2 Elect Director Thomas G. McKinley For For Management 2.3 Elect Director Arneek Multani For For Management 3 Amend Omnibus Stock Plan For For Management 4 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- TESARO, INC. Ticker: TSRO Security ID: 881569107 Meeting Date: MAY 11, 2017 Meeting Type: Annual Record Date: MAR 14, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Leon O. Moulder, Jr. For For Management 1b Elect Director Mary Lynne Hedley For For Management 1c Elect Director David M. Mott For For Management 1d Elect Director Lawrence M. Alleva For For Management 1e Elect Director James O. Armitage For For Management 1f Elect Director Earl M. (Duke) Collier, For For Management Jr. 1g Elect Director Garry A. Nicholson For For Management 1h Elect Director Arnold L. Oronsky For For Management 1i Elect Director Kavita Patel For For Management 1j Elect Director Beth Seidenberg 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 -------------------------------------------------------------------------------- TEXAS ROADHOUSE, INC. Ticker: TXRH Security ID: 882681109 Meeting Date: MAY 18, 2017 Meeting Type: Annual Record Date: MAR 20, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James R. Ramsey For For Management 1.2 Elect Director James R. Zarley 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 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Report on Sustainability Against For Shareholder -------------------------------------------------------------------------------- THE MEDICINES COMPANY Ticker: MDCO Security ID: 584688105 Meeting Date: MAY 25, 2017 Meeting Type: Annual Record Date: APR 21, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director William W. Crouse For For Management 1b Elect Director Fredric N. Eshelman For For Management 1c Elect Director Robert J. Hugin For For Management 1d Elect Director John C. Kelly For For Management 1e Elect Director Clive A. Meanwell For For Management 1f Elect Director Paris Panayiotopoulos For For Management 1g Elect Director Hiroaki Shigeta For For Management 1h Elect Director Elizabeth H.S. Wyatt For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- THE MIDDLEBY CORPORATION Ticker: MIDD Security ID: 596278101 Meeting Date: MAY 09, 2017 Meeting Type: Annual Record Date: MAR 17, 2017 # 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 Nassem Ziyad 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 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Amend Omnibus Stock Plan For For Management 6 Report on Sustainability, Including Against For Shareholder GHG Goals -------------------------------------------------------------------------------- THE ULTIMATE SOFTWARE GROUP, INC. Ticker: ULTI Security ID: 90385D107 Meeting Date: MAY 15, 2017 Meeting Type: Annual Record Date: MAR 21, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1A Elect Director Jonathan D. Mariner For For Management 1B Elect Director Jason Dorsey For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- TRACTOR SUPPLY COMPANY Ticker: TSCO Security ID: 892356106 Meeting Date: MAY 09, 2017 Meeting Type: Annual Record Date: MAR 15, 2017 # 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 Ramkumar Krishnan 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 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- TRANSDIGM GROUP INCORPORATED Ticker: TDG Security ID: 893641100 Meeting Date: MAR 01, 2017 Meeting Type: Annual Record Date: JAN 03, 2017 # 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 Sean Hennessy For For Management 1.5 Elect Director W. Nicholas Howley For For Management 1.6 Elect Director Raymond Laubenthal For For Management 1.7 Elect Director Douglas Peacock For For Management 1.8 Elect Director Robert Small For For Management 1.9 Elect Director John Staer For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency None One Year Management 4 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- TYLER TECHNOLOGIES, INC. Ticker: TYL Security ID: 902252105 Meeting Date: MAY 10, 2017 Meeting Type: Annual Record Date: MAR 17, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1A Elect Director Donald R. Brattain For For Management 1B Elect Director Glenn A. Carter For For Management 1C Elect Director Brenda A. Cline For For Management 1D Elect Director J. Luther King, Jr. For For Management 1E Elect Director Larry D. Leinweber For For Management 1F Elect Director John S. Marr, Jr. For For Management 1G Elect Director H. Lynn Moore, Jr. For For Management 1H Elect Director Daniel M. Pope For For Management 1I Elect Director Dustin R. Womble 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 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Other Business None Against Management -------------------------------------------------------------------------------- ULTA BEAUTY, INC. Ticker: ULTA Security ID: 90384S303 Meeting Date: JUN 01, 2017 Meeting Type: Annual Record Date: APR 03, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michelle L. Collins For For Management 1.2 Elect Director Dennis K. Eck For For Management 1.3 Elect Director Charles J. Philippin For For Management 1.4 Elect Director Vanessa A. Wittman 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 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- ULTRAGENYX PHARMACEUTICAL INC. Ticker: RARE Security ID: 90400D108 Meeting Date: JUN 22, 2017 Meeting Type: Annual Record Date: APR 24, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Emil D. Kakkis For For Management 1b Elect Director Daniel G. Welch 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 -------------------------------------------------------------------------------- VAIL RESORTS, INC. Ticker: MTN Security ID: 91879Q109 Meeting Date: DEC 08, 2016 Meeting Type: Annual Record Date: OCT 11, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Susan L. Decker For For Management 1b Elect Director Roland A. Hernandez For For Management 1c Elect Director Robert A. Katz For For Management 1d Elect Director John T. Redmond For For Management 1e Elect Director Michele Romanow For For Management 1f Elect Director Hilary A. Schneider For For Management 1g Elect Director D. Bruce Sewell For For Management 1h Elect Director John F. Sorte For For Management 1i Elect Director Peter A. Vaughn For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- VANTIV, INC. Ticker: VNTV Security ID: 92210H105 Meeting Date: MAY 02, 2017 Meeting Type: Annual Record Date: MAR 06, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kevin Costello For For Management 1.2 Elect Director Lisa Hook For For Management 1.3 Elect Director David Karnstedt 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 -------------------------------------------------------------------------------- VONAGE HOLDINGS CORP. Ticker: VG Security ID: 92886T201 Meeting Date: JUN 08, 2017 Meeting Type: Annual Record Date: APR 13, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Carolyn Katz For For Management 1b Elect Director John J. Roberts For For Management 1c Elect Director Carl Sparks 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 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Ratify Tax Benefits Preservation Plan For For Management -------------------------------------------------------------------------------- WATSCO, INC. Ticker: WSO Security ID: 942622200 Meeting Date: JUN 05, 2017 Meeting Type: Annual Record Date: APR 07, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Jason Epstein For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- WIX.COM LTD. Ticker: WIX Security ID: M98068105 Meeting Date: JUN 26, 2017 Meeting Type: Annual Record Date: MAY 22, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Reelect Allon Bloch as Director For For Management 1.2 Reelect Erika Rottenberg as Director For For Management 2.1 Approve Compensation Policy for the For For Management Officers of the Company 2.2 Approve Compensation Policy for the For For Management Directors of the Company 3 Increase Annual Equity Grant of Board For For Management Chairman 4 Reappoint Kost Forer Gabbay and For For Management Kasierer as Auditors and Authorize Board to Fix Their Remuneration A Vote FOR if you are a controlling None Against Management shareholder or have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation to your account manager -------------------------------------------------------------------------------- ZELTIQ AESTHETICS, INC. Ticker: ZLTQ Security ID: 98933Q108 Meeting Date: APR 27, 2017 Meeting Type: Special Record Date: MAR 22, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Advisory Vote on Golden Parachutes For Against Management 3 Adjourn Meeting For For Management ========== 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, 2017 *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 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 Fixed-Income Shares, Inc. -AB Global Bond Fund, Inc. -AB Global Real Estate Investment Fund, Inc. -AB Global Risk Allocation Fund, Inc. -AB Government Exchange Reserves -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 Sustainable Global Thematic Fund, Inc. -AB Relative Value Fund, Inc. -AB Trust -AB Unconstrained Bond Fund, Inc. -AB Variable Products Series Fund, Inc. -The AB 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 2, 2017