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, 2017 - June 30, 2018




Item 1.  Proxy Voting Record.

******************************* FORM N-PX REPORT *******************************

ICA File Number: 811-00204
Reporting Period: 07/01/2017 - 06/30/2018
AB Discovery Growth Fund, Inc.









========================= AB Discovery Growth Fund, Inc. =======================


2U, INC.

Ticker:       TWOU           Security ID:  90214J101
Meeting Date: JUN 26, 2018   Meeting Type: Annual
Record Date:  APR 27, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Paul A. Maeder           For       Withhold     Management
1.2   Elect Director Robert M. Stavis         For       For          Management
1.3   Elect Director Christopher J. Paucek    For       For          Management
1.4   Elect Director Gregory K. Peters        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     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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A. O. SMITH CORPORATION

Ticker:       AOS            Security ID:  831865209
Meeting Date: APR 09, 2018   Meeting Type: Annual
Record Date:  FEB 20, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William P. Greubel       For       For          Management
1.2   Elect Director Ilham Kadri              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     Ratify Ernst & Young LLP  as Auditors   For       For          Management


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AFFILIATED MANAGERS GROUP, INC.

Ticker:       AMG            Security ID:  008252108
Meeting Date: JUN 12, 2018   Meeting Type: Annual
Record Date:  APR 16, 2018

#     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 Karen L. Yerburgh        For       For          Management
1i    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
4     Elect Director Nathaniel Dalton         For       For          Management


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AIMMUNE THERAPEUTICS, INC.

Ticker:       AIMT           Security ID:  00900T107
Meeting Date: MAY 23, 2018   Meeting Type: Annual
Record Date:  MAR 29, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Patrick G. Enright       For       For          Management
1.2   Elect Director Kathryn E. Falberg       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


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AKORN, INC.

Ticker:       AKRX           Security ID:  009728106
Meeting Date: JUL 19, 2017   Meeting Type: Special
Record Date:  JUN 09, 2017

#     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


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ALIGN TECHNOLOGY, INC.

Ticker:       ALGN           Security ID:  016255101
Meeting Date: MAY 16, 2018   Meeting Type: Annual
Record Date:  MAR 21, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kevin J. Dallas          For       For          Management
1.2   Elect Director Joseph M. Hogan          For       For          Management
1.3   Elect Director Joseph Lacob             For       For          Management
1.4   Elect Director C. Raymond Larkin, Jr.   For       For          Management
1.5   Elect Director George J. Morrow         For       For          Management
1.6   Elect Director Thomas M. Prescott       For       For          Management
1.7   Elect Director Andrea L. Saia           For       For          Management
1.8   Elect Director Greg J. Santora          For       For          Management
1.9   Elect Director Susan E. Siegel          For       For          Management
1.10  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


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AMETEK, INC.

Ticker:       AME            Security ID:  031100100
Meeting Date: MAY 08, 2018   Meeting Type: Annual
Record Date:  MAR 23, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Elizabeth R. Varet       For       For          Management
1b    Elect Director Dennis K. Williams       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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ANSYS, INC.

Ticker:       ANSS           Security ID:  03662Q105
Meeting Date: MAY 18, 2018   Meeting Type: Annual
Record Date:  MAR 20, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Guy E. Dubois            For       For          Management
1b    Elect Director Alec D. Gallimore        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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ARISTA NETWORKS, INC.

Ticker:       ANET           Security ID:  040413106
Meeting Date: MAY 29, 2018   Meeting Type: Annual
Record Date:  APR 04, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Andreas Bechtolsheim     For       For          Management
1.2   Elect Director Jayshree Ullal           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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ASCENDIS PHARMA A/S

Ticker:       ASND           Security ID:  04351P101
Meeting Date: MAY 29, 2018   Meeting Type: Annual
Record Date:  APR 19, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Chairman of Meeting               For       For          Management
2     Report on Company's Activities Past     For       For          Management
      Year
3     Accept Financial Statements and         For       For          Management
      Statutory Reports; Approve Discharge
      of Management and Board
4     Approve Treatment of Net Loss           For       For          Management
5a    Reelect Albert Cha as Director (Class   For       For          Management
      II)
5b    Reelect Birgitte Volck as Director      For       For          Management
      (Class II)
5c    Reelect Martin Olin as Director (Class  For       For          Management
      II)
6     Ratify Deloitte as Auditors             For       For          Management
7     Approve Issuance of Warrants for Board  For       Against      Management
      of Directors, Executive Management and
      Employees, Advisors and Consultants of
      the Company or its Subsidiaries;
      Approve Creation of DKK 4 Million Pool
      of Conditional Capital to Guarantee
      Conversion Rights


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ASPEN TECHNOLOGY, INC.

Ticker:       AZPN           Security ID:  045327103
Meeting Date: DEC 08, 2017   Meeting Type: Annual
Record Date:  OCT 16, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Joan C. McArdle          For       For          Management
1.2   Elect Director Simon J. Orebi Gann      For       For          Management
2     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


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BEIGENE, LTD.

Ticker:       BGNE           Security ID:  07725L102
Meeting Date: JUN 06, 2018   Meeting Type: Annual
Record Date:  APR 20, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Reelect Donald W. Glazer as Director    For       For          Management
      for a three-year term
2     Reelect Michael Goller as Director for  For       For          Management
      a three-year term
3     Reelect Thomas Malley as Director for   For       For          Management
      a three-year term
4     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
5     Ratify Ernst & Young Hua Ming LLP as    For       For          Management
      Auditors
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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BIOHAVEN PHARMACEUTICAL HOLDING COMPANY LTD.

Ticker:       BHVN           Security ID:  G11196105
Meeting Date: MAY 01, 2018   Meeting Type: Annual
Record Date:  MAR 26, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    Elect Director Eric I. Aguiar           For       For          Management
1B    Elect Director Albert Cha               For       For          Management
1C    Elect Director Julia P. Gregory         For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors


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BLUEBIRD BIO, INC.

Ticker:       BLUE           Security ID:  09609G100
Meeting Date: JUN 20, 2018   Meeting Type: Annual
Record Date:  APR 23, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director John O. Agwunobi         For       For          Management
1b    Elect Director Mary Lynne Hedley        For       For          Management
1c    Elect Director Daniel S. Lynch          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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BLUEPRINT MEDICINES CORPORATION

Ticker:       BPMC           Security ID:  09627Y109
Meeting Date: JUN 20, 2018   Meeting Type: Annual
Record Date:  APR 23, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Daniel S. Lynch          For       For          Management
1.2   Elect Director George D. Demetri        For       Withhold     Management
1.3   Elect Director Lynn Seely               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


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BRIGHT HORIZONS FAMILY SOLUTIONS INC.

Ticker:       BFAM           Security ID:  109194100
Meeting Date: JUN 12, 2018   Meeting Type: Annual
Record Date:  APR 18, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Julie Atkinson           For       For          Management
1b    Elect Director E. Townes Duncan         For       For          Management
1c    Elect Director Jordan Hitch             For       For          Management
1d    Elect Director Linda Mason              For       For          Management
1e    Elect Director Mary Ann Tocio           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: FEB 02, 2018   Meeting Type: Special
Record Date:  DEC 21, 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


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BURLINGTON STORES, INC.

Ticker:       BURL           Security ID:  122017106
Meeting Date: MAY 16, 2018   Meeting Type: Annual
Record Date:  MAR 22, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Thomas A. Kingsbury      For       For          Management
1.2   Elect Director William P. McNamara      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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CACTUS, INC.

Ticker:       WHD            Security ID:  127203107
Meeting Date: JUN 20, 2018   Meeting Type: Annual
Record Date:  APR 23, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael McGovern         For       For          Management
1.2   Elect Director John (Andy) O'Donnell    For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors


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CADENCE BANCORPORATION

Ticker:       CADE           Security ID:  12739A100
Meeting Date: MAY 16, 2018   Meeting Type: Annual
Record Date:  MAR 21, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Paul B. Murphy, Jr.      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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CARLISLE COMPANIES INCORPORATED

Ticker:       CSL            Security ID:  142339100
Meeting Date: MAY 02, 2018   Meeting Type: Annual
Record Date:  MAR 07, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director James D. Frias           For       For          Management
1b    Elect Director Corrine D. Ricard        For       For          Management
1c    Elect Director Lawrence A. Sala         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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CHEGG, INC.

Ticker:       CHGG           Security ID:  163092109
Meeting Date: JUN 07, 2018   Meeting Type: Annual
Record Date:  APR 10, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Marne Levine             For       For          Management
1.2   Elect Director Richard Sarnoff          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


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CIENA CORPORATION

Ticker:       CIEN           Security ID:  171779309
Meeting Date: APR 03, 2018   Meeting Type: Annual
Record Date:  FEB 07, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Bruce L. Claflin         For       For          Management
1b    Elect Director Patrick T. Gallagher     For       For          Management
1c    Elect Director T. Michael Nevens        For       For          Management
1d    Elect Director William D. Fathers       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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CLOVIS ONCOLOGY, INC.

Ticker:       CLVS           Security ID:  189464100
Meeting Date: JUN 07, 2018   Meeting Type: Annual
Record Date:  APR 09, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Patrick J. Mahaffy       For       For          Management
1.2   Elect Director M. James Barrett         For       For          Management
1.3   Elect Director Thorlef Spickschen       For       For          Management
2     Approve Non-Employee Director           For       Against      Management
      Compensation Policy
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


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COHERENT, INC.

Ticker:       COHR           Security ID:  192479103
Meeting Date: MAR 01, 2018   Meeting Type: Annual
Record Date:  JAN 08, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John R. Ambroseo         For       For          Management
1.2   Elect Director Jay T. Flatley           For       For          Management
1.3   Elect Director Pamela Fletcher          For       For          Management
1.4   Elect Director Susan M. James           For       For          Management
1.5   Elect Director L. William (Bill) Krause For       For          Management
1.6   Elect Director Garry W. Rogerson        For       For          Management
1.7   Elect Director Steve Skaggs             For       For          Management
1.8   Elect Director Sandeep Vij              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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COPART, INC.

Ticker:       CPRT           Security ID:  217204106
Meeting Date: DEC 08, 2017   Meeting Type: Annual
Record Date:  OCT 17, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Willis J. Johnson        For       For          Management
1.2   Elect Director A. Jayson Adair          For       For          Management
1.3   Elect Director Matt Blunt               For       For          Management
1.4   Elect Director Steven D. Cohan          For       For          Management
1.5   Elect Director Daniel J. Englander      For       For          Management
1.6   Elect Director James E. Meeks           For       For          Management
1.7   Elect Director Vincent W. Mitz          For       For          Management
1.8   Elect Director Thomas N. Tryforos       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


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COSTAR GROUP, INC.

Ticker:       CSGP           Security ID:  22160N109
Meeting Date: JUN 06, 2018   Meeting Type: Annual
Record Date:  APR 10, 2018

#     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


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DYCOM INDUSTRIES, INC.

Ticker:       DY             Security ID:  267475101
Meeting Date: NOV 21, 2017   Meeting Type: Annual
Record Date:  OCT 02, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Dwight B. Duke           For       For          Management
1b    Elect Director Laurie J. Thomsen        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     Amend Omnibus Stock Plan                For       For          Management
6     Approve Non-Employee Director Omnibus   For       For          Management
      Stock Plan


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DYCOM INDUSTRIES, INC.

Ticker:       DY             Security ID:  267475101
Meeting Date: MAY 22, 2018   Meeting Type: Annual
Record Date:  APR 02, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Stephen C. Coley         For       For          Management
1b    Elect Director Patricia L. Higgins      For       For          Management
1c    Elect Director Steven E. Nielsen        For       For          Management
1d    Elect Director Richard K. Sykes         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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EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

Ticker:       EXPD           Security ID:  302130109
Meeting Date: MAY 08, 2018   Meeting Type: Annual
Record Date:  MAR 13, 2018

#     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 Richard B. McCune        For       For          Management
1.7   Elect Director Alain Monie              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 Tay Yoshitani            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify KPMG LLP as Auditors             For       For          Management
4     Assess Feasibility of Including         Against   For          Shareholder
      Sustainability as a Performance
      Measure for Senior Executive
      Compensation
5     Amend Proxy Access Right                Against   For          Shareholder


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FIVE BELOW, INC.

Ticker:       FIVE           Security ID:  33829M101
Meeting Date: JUN 19, 2018   Meeting Type: Annual
Record Date:  APR 24, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Daniel J. Kaufman        For       For          Management
1b    Elect Director Dinesh S. Lathi          For       For          Management
1c    Elect Director Richard L. Markee        For       For          Management
1d    Elect Director Thomas G. Vellios        For       For          Management
2     Ratify KPMG LLP as Auditors             For       For          Management


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FLOOR & DECOR HOLDINGS, INC.

Ticker:       FND            Security ID:  339750101
Meeting Date: MAY 17, 2018   Meeting Type: Annual
Record Date:  MAR 21, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Norman H. Axelrod        For       For          Management
1b    Elect Director Brad J. Brutocao         For       For          Management
1c    Elect Director Richard L. Sullivan      For       For          Management
1d    Elect Director Felicia D. Thornton      For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
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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GARDNER DENVER HOLDINGS, INC.

Ticker:       GDI            Security ID:  36555P107
Meeting Date: MAY 10, 2018   Meeting Type: Annual
Record Date:  MAR 14, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Peter M. Stavros         For       For          Management
1b    Elect Director William E. Kassling      For       For          Management
1c    Elect Director Michael V. Marn          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   Three     One Year     Management
                                              Years


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GRAND CANYON EDUCATION, INC.

Ticker:       LOPE           Security ID:  38526M106
Meeting Date: JUN 13, 2018   Meeting Type: Annual
Record Date:  APR 19, 2018

#     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     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify KPMG LLP as Auditors             For       For          Management


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GUIDEWIRE SOFTWARE, INC.

Ticker:       GWRE           Security ID:  40171V100
Meeting Date: DEC 07, 2017   Meeting Type: Annual
Record Date:  OCT 13, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Andrew William Fraser    For       For          Management
      Brown
1.2   Elect Director Clifton Thomas           For       For          Management
      Weatherford
2     Ratify KPMG LLP as Auditors             For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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GW PHARMACEUTICALS PLC

Ticker:       GWPH           Security ID:  36197T103
Meeting Date: MAR 14, 2018   Meeting Type: Annual
Record Date:  FEB 05, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       Against      Management
3     Approve Remuneration Policy             For       Against      Management
4     Re-elect Justin Gover as Director       For       For          Management
5     Elect Catherine Mackey as Director      For       For          Management
6     Elect Alicia Secor as Director          For       For          Management
7     Elect William Waldegrave as Director    For       For          Management
8     Reappoint Deloitte LLP as Auditors      For       For          Management
9     Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
10    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
11    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
12    Adopt New Articles of Association       For       For          Management


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HEXCEL CORPORATION

Ticker:       HXL            Security ID:  428291108
Meeting Date: MAY 03, 2018   Meeting Type: Annual
Record Date:  MAR 09, 2018

#     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       Against      Management
1.9   Elect Director Guy C. Hachey            For       For          Management
1.10  Elect Director David L. Pugh            For       For          Management
1.11  Elect Directorn Catherine A. Suever     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


--------------------------------------------------------------------------------

HILTON GRAND VACATIONS INC.

Ticker:       HGV            Security ID:  43283X105
Meeting Date: MAY 10, 2018   Meeting Type: Annual
Record Date:  MAR 16, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mark D. Wang             For       For          Management
1.2   Elect Director Leonard A. Potter        For       For          Management
1.3   Elect Director Brenda J. Bacon          For       For          Management
1.4   Elect Director David W. Johnson         For       For          Management
1.5   Elect Director Mark H. Lazarus          For       For          Management
1.6   Elect Director Pamela H. Patsley        For       For          Management
1.7   Elect Director Paul W. Whetsell         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


--------------------------------------------------------------------------------

HUBSPOT, INC.

Ticker:       HUBS           Security ID:  443573100
Meeting Date: JUN 06, 2018   Meeting Type: Annual
Record Date:  APR 10, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Brian Halligan           For       For          Management
1b    Elect Director Ron Gill                 For       Against      Management
1c    Elect Director Jill Ward                For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

ICON PLC

Ticker:       ICLR           Security ID:  G4705A100
Meeting Date: JUL 25, 2017   Meeting Type: Annual
Record Date:  MAY 30, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Dermot Kelleher          For       For          Management
1.2   Elect Director Hugh Brady               For       For          Management
1.3   Elect Director Mary Pendergast          For       For          Management
1.4   Elect Director Ronan Murphy             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 Issue of Equity with          For       For          Management
      Pre-emptive Rights
5     Authorize Issue of Equity without       For       For          Management
      Pre-emptive Rights
6     Authorize Issue of Equity without       For       For          Management
      Pre-emptive Rights in Connection with
      an Acquisition or Other Capital
      Investment
7     Authorize Share Repurchase Program      For       For          Management
8     Approve the Price Range for the         For       For          Management
      Reissuance of Shares


--------------------------------------------------------------------------------

IDEX CORPORATION

Ticker:       IEX            Security ID:  45167R104
Meeting Date: APR 25, 2018   Meeting Type: Annual
Record Date:  MAR 02, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William M. Cook          For       For          Management
1.2   Elect Director Cynthia J. Warner        For       For          Management
1.3   Elect Director Mark A. Buthman          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


--------------------------------------------------------------------------------

KENNAMETAL INC.

Ticker:       KMT            Security ID:  489170100
Meeting Date: OCT 31, 2017   Meeting Type: Annual
Record Date:  SEP 01, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Cindy L. Davis           For       For          Management
1.2   Elect Director William J. Harvey        For       For          Management
1.3   Elect Director William M. Lambert       For       For          Management
1.4   Elect Director Timothy R. McLevish      For       For          Management
1.5   Elect Director Sagar A. Patel           For       For          Management
1.6   Elect Director Christopher Rossi        For       For          Management
1.7   Elect Director Steven H. Wunning        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


--------------------------------------------------------------------------------

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

Ticker:       KNX            Security ID:  499049104
Meeting Date: MAY 31, 2018   Meeting Type: Annual
Record Date:  APR 05, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gary Knight              For       For          Management
1.2   Elect Director Kathryn Munro            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Certificate of Incorporation to   For       For          Management
      Eliminate Certain Provisions Relating
      to Class B Common Stock
4     Amend Certificate of Incorporation to   For       For          Management
      Eliminate Legacy Provisions Regarding
      Approval of Certain Corporate Actions
5     Amend Bylaws to Eliminate Legacy        For       For          Management
      Provisions Regarding Amendment of
      Certain Provisions of By-Laws
6     Ratify Grant Thornton LLP as Auditors   For       For          Management
7     Require Independent Board Chairman      Against   For          Shareholder


--------------------------------------------------------------------------------

LAZARD LTD

Ticker:       LAZ            Security ID:  G54050102
Meeting Date: APR 24, 2018   Meeting Type: Annual
Record Date:  MAR 02, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Andrew M. Alper          For       For          Management
1.2   Elect Director Ashish Bhutani           For       For          Management
1.3   Elect Director Steven J. Heyer          For       For          Management
1.4   Elect Director Sylvia Jay               For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Omnibus Stock Plan              For       For          Management
4     Approve Deloitte & Touche LLP as        For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration Auditors


--------------------------------------------------------------------------------

LENNOX INTERNATIONAL INC.

Ticker:       LII            Security ID:  526107107
Meeting Date: MAY 16, 2018   Meeting Type: Annual
Record Date:  MAR 20, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John E. Major            For       For          Management
1.2   Elect Director Gregory T. Swienton      For       For          Management
1.3   Elect Director Todd J. Teske            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 19, 2018   Meeting Type: Annual
Record Date:  MAR 01, 2018

#     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 G. Russell Lincoln       For       For          Management
1.5   Elect Director Kathryn Jo Lincoln       For       For          Management
1.6   Elect Director William E. MacDonald,    For       For          Management
      III
1.7   Elect Director Christopher L. Mapes     For       For          Management
1.8   Elect Director Phillip J. Mason         For       For          Management
1.9   Elect Director Hellene S. Runtagh       For       For          Management
1.10  Elect Director Ben P. Patel             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 27, 2018   Meeting Type: Annual
Record Date:  FEB 28, 2018

#     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 Louis P. Miramontes      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


--------------------------------------------------------------------------------

LOGMEIN, INC.

Ticker:       LOGM           Security ID:  54142L109
Meeting Date: MAY 31, 2018   Meeting Type: Annual
Record Date:  APR 02, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael K. Simon         For       For          Management
1.2   Elect Director Edwin J. Gillis          For       For          Management
1.3   Elect Director Sara C. Andrews          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


--------------------------------------------------------------------------------

LOXO ONCOLOGY, INC.

Ticker:       LOXO           Security ID:  548862101
Meeting Date: JUN 13, 2018   Meeting Type: Annual
Record Date:  APR 23, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Joshua H. Bilenker       For       For          Management
1.2   Elect Director Steve D. Harr            For       For          Management
1.3   Elect Director Tim M. Mayleben          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


--------------------------------------------------------------------------------

LUMENTUM HOLDINGS INC.

Ticker:       LITE           Security ID:  55024U109
Meeting Date: NOV 02, 2017   Meeting Type: Annual
Record Date:  SEP 11, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Martin A. Kaplan         For       For          Management
1b    Elect Director Harold L. Covert         For       For          Management
1c    Elect Director Penelope A. Herscher     For       For          Management
1d    Elect Director Samuel F. Thomas         For       For          Management
1e    Elect Director Brian J. Lillie          For       For          Management
1f    Elect Director Alan S. Lowe             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 LLP as Auditors         For       For          Management


--------------------------------------------------------------------------------

MADRIGAL PHARMACEUTICALS, INC.

Ticker:       MDGL           Security ID:  558868105
Meeting Date: JUN 19, 2018   Meeting Type: Annual
Record Date:  APR 27, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Rebecca Taub             For       For          Management
1.2   Elect Director Fred B. Craves           For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

MARTIN MARIETTA MATERIALS, INC.

Ticker:       MLM            Security ID:  573284106
Meeting Date: MAY 17, 2018   Meeting Type: Annual
Record Date:  MAR 09, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Sue W. Cole              For       For          Management
1.2   Elect Director Smith W. Davis           For       For          Management
1.3   Elect Director John J. Koraleski        For       For          Management
1.4   Elect Director David G. Maffucci        For       For          Management
1.5   Elect Director Michael J. Quillen       For       For          Management
1.6   Elect Director Donald W. Slager         For       For          Management
1.7   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


--------------------------------------------------------------------------------

MARVELL TECHNOLOGY GROUP LTD.

Ticker:       MRVL           Security ID:  G5876H105
Meeting Date: MAR 16, 2018   Meeting Type: Special
Record Date:  FEB 02, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Issue Shares in Connection with Merger  For       For          Management
2     Adjourn Meeting                         For       For          Management


--------------------------------------------------------------------------------

MARVELL TECHNOLOGY GROUP LTD.

Ticker:       MRVL           Security ID:  G5876H105
Meeting Date: JUN 28, 2018   Meeting Type: Annual
Record Date:  MAY 09, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Tudor Brown              For       For          Management
1.2   Elect Director Richard S. Hill          For       For          Management
1.3   Elect Director Oleg Khaykin             For       Against      Management
1.4   Elect Director Bethany Mayer            For       For          Management
1.5   Elect Director Donna Morris             For       For          Management
1.6   Elect Director Matthew J. Murphy        For       For          Management
1.7   Elect Director Michael Strachan         For       For          Management
1.8   Elect Director Robert E. Switz          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Deloitte & Touche LLP as        For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration


--------------------------------------------------------------------------------

NATIONAL INSTRUMENTS CORPORATION

Ticker:       NATI           Security ID:  636518102
Meeting Date: MAY 08, 2018   Meeting Type: Annual
Record Date:  MAR 09, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Charles J. Roesslein     For       For          Management
1.2   Elect Director Duy-Loan T. Le           For       For          Management
1.3   Elect Director Gerhard P. Fettweis      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


--------------------------------------------------------------------------------

NEUROCRINE BIOSCIENCES, INC.

Ticker:       NBIX           Security ID:  64125C109
Meeting Date: MAY 24, 2018   Meeting Type: Annual
Record Date:  MAR 29, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William H. Rastetter     For       For          Management
1.2   Elect Director George J. Morrow         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 Qualified Employee Stock        For       For          Management
      Purchase Plan
5     Ratify Ernst & Young LLP as Auditors    For       For          Management


--------------------------------------------------------------------------------

NEVRO CORP.

Ticker:       NVRO           Security ID:  64157F103
Meeting Date: MAY 21, 2018   Meeting Type: Annual
Record Date:  MAR 28, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Brad Vale                For       Withhold     Management
1.2   Elect Director Michael DeMane           For       For          Management
1.3   Elect Director Lisa D. Earnhardt        For       Withhold     Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

NORDSON CORPORATION

Ticker:       NDSN           Security ID:  655663102
Meeting Date: FEB 27, 2018   Meeting Type: Annual
Record Date:  JAN 02, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Arthur L. George, Jr.    For       For          Management
1.2   Elect Director Michael F. Hilton        For       For          Management
1.3   Elect Director Frank M. Jaehnert        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


--------------------------------------------------------------------------------

NORWEGIAN CRUISE LINE HOLDINGS LTD.

Ticker:       NCLH           Security ID:  G66721104
Meeting Date: JUN 20, 2018   Meeting Type: Annual
Record Date:  APR 02, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Adam M. Aron             For       For          Management
1b    Elect Director Stella David             For       For          Management
1c    Elect Director Mary E. Landry           For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Approve PricewaterhouseCoopers LLP as   For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration


--------------------------------------------------------------------------------

OCEANEERING INTERNATIONAL, INC.

Ticker:       OII            Security ID:  675232102
Meeting Date: MAY 04, 2018   Meeting Type: Annual
Record Date:  MAR 21, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Deanna L. Goodwin        For       For          Management
1.2   Elect Director John R. Huff             For       For          Management
1.3   Elect Director Steven A. Webster        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


--------------------------------------------------------------------------------

OLLIE'S BARGAIN OUTLET HOLDINGS, INC.

Ticker:       OLLI           Security ID:  681116109
Meeting Date: JUN 13, 2018   Meeting Type: Annual
Record Date:  APR 27, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mark L. Butler           For       For          Management
1.2   Elect Director Thomas Hendrickson       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 KPMG LLP as Auditors             For       For          Management


--------------------------------------------------------------------------------

PANDORA MEDIA, INC.

Ticker:       P              Security ID:  698354107
Meeting Date: AUG 07, 2017   Meeting Type: Annual
Record Date:  JUN 21, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Jason Hirschhorn         For       For          Management
2     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
3     Ratify Ernst & Young LLP as Auditors    For       For          Management
4     Declassify the Board of Directors       For       For          Management


--------------------------------------------------------------------------------

PANERA BREAD COMPANY

Ticker:       PNRA           Security ID:  69840W108
Meeting Date: JUL 11, 2017   Meeting Type: Special
Record Date:  MAY 22, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Merger Agreement                For       For          Management
2     Advisory Vote on Golden Parachutes      For       For          Management


--------------------------------------------------------------------------------

PDC ENERGY, INC.

Ticker:       PDCE           Security ID:  69327R101
Meeting Date: MAY 30, 2018   Meeting Type: Annual
Record Date:  APR 02, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Anthony J. Crisafio      For       For          Management
1.2   Elect Director Christina M. Ibrahim     For       For          Management
1.3   Elect Director Randy S. Nickerson       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


--------------------------------------------------------------------------------

PENUMBRA, INC.

Ticker:       PEN            Security ID:  70975L107
Meeting Date: JUN 06, 2018   Meeting Type: Annual
Record Date:  APR 11, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Adam Elsesser            For       For          Management
1.2   Elect Director Harpreet Grewal          For       Withhold     Management
2     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Nonqualified Employee Stock     For       For          Management
      Purchase Plan


--------------------------------------------------------------------------------

PLANET FITNESS, INC.

Ticker:       PLNT           Security ID:  72703H101
Meeting Date: MAY 02, 2018   Meeting Type: Annual
Record Date:  MAR 12, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Christopher Rondeau      For       For          Management
1.2   Elect Director Frances Rathke           For       For          Management
2     Ratify KPMG LLP as Auditors             For       For          Management
3     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
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


--------------------------------------------------------------------------------

POLYONE CORPORATION

Ticker:       POL            Security ID:  73179P106
Meeting Date: MAY 17, 2018   Meeting Type: Annual
Record Date:  MAR 20, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert E. Abernathy      For       For          Management
1.2   Elect Director Richard H. Fearon        For       For          Management
1.3   Elect Director Gregory J. Goff          For       For          Management
1.4   Elect Director William R. Jellison      For       For          Management
1.5   Elect Director Sandra Beach Lin         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       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Ernst & Young LLP as Auditors    For       For          Management


--------------------------------------------------------------------------------

PROTHENA CORPORATION PLC

Ticker:       PRTA           Security ID:  G72800108
Meeting Date: MAY 15, 2018   Meeting Type: Annual
Record Date:  MAR 12, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Richard T. Collier       For       For          Management
1b    Elect Director Shane M. Cooke           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     Approve Omnibus Stock Plan              For       For          Management


--------------------------------------------------------------------------------

PURE STORAGE, INC.

Ticker:       PSTG           Security ID:  74624M102
Meeting Date: JUN 21, 2018   Meeting Type: Annual
Record Date:  APR 25, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey Rothschild       For       For          Management
1.2   Elect Director Anita Sands              For       Withhold     Management
1.3   Elect Director Michelangelo Volpi       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


--------------------------------------------------------------------------------

REVANCE THERAPEUTICS, INC.

Ticker:       RVNC           Security ID:  761330109
Meeting Date: MAY 10, 2018   Meeting Type: Annual
Record Date:  MAR 13, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Angus C. Russell         For       Withhold     Management
1b    Elect Director Phyllis Gardner          For       For          Management
1c    Elect Director Julian S. Gangolli       For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors


--------------------------------------------------------------------------------

SAGE THERAPEUTICS, INC.

Ticker:       SAGE           Security ID:  78667J108
Meeting Date: JUN 06, 2018   Meeting Type: Annual
Record Date:  APR 09, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Geno Germano             For       Withhold     Management
1.2   Elect Director Steven Paul              For       Withhold     Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

SEMTECH CORPORATION

Ticker:       SMTC           Security ID:  816850101
Meeting Date: JUN 14, 2018   Meeting Type: Annual
Record Date:  APR 20, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James P. Burra           For       For          Management
1.2   Elect Director Bruce C. Edwards         For       For          Management
1.3   Elect Director Rockell N. Hankin        For       For          Management
1.4   Elect Director Ye Jane Li               For       For          Management
1.5   Elect Director James T. Lindstrom       For       For          Management
1.6   Elect Director Mohan R. Maheswaran      For       For          Management
1.7   Elect Director Carmelo J. Santoro       For       For          Management
1.8   Elect Director Sylvia Summers           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


--------------------------------------------------------------------------------

SITEONE LANDSCAPE SUPPLY, INC.

Ticker:       SITE           Security ID:  82982L103
Meeting Date: MAY 16, 2018   Meeting Type: Annual
Record Date:  MAR 19, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Doug Black               For       For          Management
1.2   Elect Director Jack L. Wyszomierski     For       Withhold     Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors


--------------------------------------------------------------------------------

SPLUNK INC.

Ticker:       SPLK           Security ID:  848637104
Meeting Date: JUN 07, 2018   Meeting Type: Annual
Record Date:  APR 13, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Sara Baack               For       For          Management
1b    Elect Director Douglas Merritt          For       For          Management
1c    Elect Director Graham Smith             For       For          Management
1d    Elect Director Godfrey Sullivan         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, 2018   Meeting Type: Annual
Record Date:  APR 09, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kathleen Brown           For       For          Management
1.2   Elect Director Ronald J. Kruszewski     For       For          Management
1.3   Elect Director Maura A. Markus          For       For          Management
1.4   Elect Director Thomas W. Weisel         For       For          Management
1.5   Elect Director Michael J. Zimmerman     For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Increase Authorized Common Stock        For       For          Management
4     Ratify Ernst & Young LLP as Auditors    For       For          Management


--------------------------------------------------------------------------------

SVB FINANCIAL GROUP

Ticker:       SIVB           Security ID:  78486Q101
Meeting Date: APR 26, 2018   Meeting Type: Annual
Record Date:  FEB 26, 2018

#     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 John S. Clendening       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 Kimberly A. Jabal        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


--------------------------------------------------------------------------------

TAKE-TWO INTERACTIVE SOFTWARE, INC.

Ticker:       TTWO           Security ID:  874054109
Meeting Date: SEP 15, 2017   Meeting Type: Annual
Record Date:  JUL 21, 2017

#     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 LaVerne Srinivasan       For       For          Management
1.7   Elect Director Susan Tolson             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     Approve Omnibus Stock Plan              For       For          Management
6     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
7     Ratify Ernst & Young LLP as Auditors    For       For          Management


--------------------------------------------------------------------------------

TELADOC, INC.

Ticker:       TDOC           Security ID:  87918A105
Meeting Date: MAY 31, 2018   Meeting Type: Annual
Record Date:  APR 06, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Increase Authorized Common Stock        For       For          Management
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 Brian McAndrews          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
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


--------------------------------------------------------------------------------

TESARO, INC.

Ticker:       TSRO           Security ID:  881569107
Meeting Date: MAY 10, 2018   Meeting Type: Annual
Record Date:  MAR 13, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Leon (Lonnie) O.         For       For          Management
      Moulder, Jr.
1b    Elect Director Mary Lynne Hedley        For       For          Management
1c    Elect Director David M. Mott            For       Withhold     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 Kavita Patel             For       For          Management
1i    Elect Director Beth Seidenberg          For       For          Management
1j    Elect Director Pascale Witz             For       For          Management
2     Approve Non-Employee Director           For       Against      Management
      Compensation Policy
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
5     Ratify Ernst & Young, LLP as Auditors   For       For          Management


--------------------------------------------------------------------------------

THE TRADE DESK, INC.

Ticker:       TTD            Security ID:  88339J105
Meeting Date: JUL 20, 2017   Meeting Type: Annual
Record Date:  MAY 24, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Jeff T. Green            For       For          Management
1b    Elect Director Eric B. Paley            For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors


--------------------------------------------------------------------------------

TRANSDIGM GROUP INCORPORATED

Ticker:       TDG            Security ID:  893641100
Meeting Date: MAR 20, 2018   Meeting Type: Annual
Record Date:  JAN 22, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David Barr               For       For          Management
1.2   Elect Director William Dries            For       For          Management
1.3   Elect Director Mervin Dunn              For       For          Management
1.4   Elect Director Michael Graff            For       For          Management
1.5   Elect Director Sean Hennessy            For       For          Management
1.6   Elect Director W. Nicholas Howley       For       For          Management
1.7   Elect Director Raymond Laubenthal       For       For          Management
1.8   Elect Director Gary E. McCullough       For       For          Management
1.9   Elect Director Douglas Peacock          For       For          Management
1.10  Elect Director Robert Small             For       For          Management
1.11  Elect Director John Staer               For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify Ernst & Young LLP as Auditors    For       For          Management


--------------------------------------------------------------------------------

TYLER TECHNOLOGIES, INC.

Ticker:       TYL            Security ID:  902252105
Meeting Date: MAY 09, 2018   Meeting Type: Annual
Record Date:  MAR 16, 2018

#     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 John S. Marr, Jr.        For       For          Management
1F    Elect Director H. Lynn Moore, Jr.       For       For          Management
1G    Elect Director Daniel M. Pope           For       For          Management
1H    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     Amend Omnibus Stock Plan                For       For          Management
5     Other Business                          For       Against      Management


--------------------------------------------------------------------------------

ULTRAGENYX PHARMACEUTICAL INC.

Ticker:       RARE           Security ID:  90400D108
Meeting Date: JUN 19, 2018   Meeting Type: Annual
Record Date:  APR 23, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Deborah Dunsire          For       For          Management
1b    Elect Director Michael Narachi          For       For          Management
1c    Elect Director Clay B. Siegall          For       Withhold     Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

UNITED RENTALS, INC.

Ticker:       URI            Security ID:  911363109
Meeting Date: MAY 09, 2018   Meeting Type: Annual
Record Date:  MAR 12, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jose B. Alvarez          For       For          Management
1.2   Elect Director Jenne K. Britell         For       For          Management
1.3   Elect Director Marc A. Bruno            For       For          Management
1.4   Elect Director Bobby J. Griffin         For       For          Management
1.5   Elect Director Terri L. Kelly           For       For          Management
1.6   Elect Director Michael J. Kneeland      For       For          Management
1.7   Elect Director Gracia C. Martore        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 Shiv Singh               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     Provide Right to Act by Written Consent Against   For          Shareholder


--------------------------------------------------------------------------------

VAIL RESORTS, INC.

Ticker:       MTN            Security ID:  91879Q109
Meeting Date: DEC 06, 2017   Meeting Type: Annual
Record Date:  OCT 10, 2017

#     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     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


--------------------------------------------------------------------------------

VONAGE HOLDINGS CORP.

Ticker:       VG             Security ID:  92886T201
Meeting Date: JUN 13, 2018   Meeting Type: Annual
Record Date:  APR 16, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Jeffrey A. Citron        For       For          Management
1b    Elect Director Naveen Chopra            For       For          Management
1c    Elect Director Stephen Fisher           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     Declassify the Board of Directors       For       For          Management


--------------------------------------------------------------------------------

WATSCO, INC.

Ticker:       WSO            Security ID:  942622200
Meeting Date: JUN 04, 2018   Meeting Type: Annual
Record Date:  APR 06, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steven Rubin             For       For          Management
1.2   Elect Director George P. Sape           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify KPMG LLP as Auditors             For       For          Management


--------------------------------------------------------------------------------

WAYFAIR INC.

Ticker:       W              Security ID:  94419L101
Meeting Date: MAY 16, 2018   Meeting Type: Annual
Record Date:  MAR 21, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Niraj Shah               For       For          Management
1b    Elect Director Steven Conine            For       For          Management
1c    Elect Director Julie Bradley            For       For          Management
1d    Elect Director Robert Gamgort           For       For          Management
1e    Elect Director Michael Kumin            For       For          Management
1f    Elect Director James Miller             For       For          Management
1g    Elect Director Jeffrey Naylor           For       For          Management
1h    Elect Director Romero Rodrigues         For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management


--------------------------------------------------------------------------------

WINTRUST FINANCIAL CORPORATION

Ticker:       WTFC           Security ID:  97650W108
Meeting Date: MAY 24, 2018   Meeting Type: Annual
Record Date:  MAR 29, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Peter D. Crist           For       For          Management
1.2   Elect Director Bruce K. Crowther        For       For          Management
1.3   Elect Director William J. Doyle         For       For          Management
1.4   Elect Director Zed S. Francis, III      For       For          Management
1.5   Elect Director Marla F. Glabe           For       For          Management
1.6   Elect Director H. Patrick Hackett, Jr.  For       For          Management
1.7   Elect Director Scott K. Heitmann        For       For          Management
1.8   Elect Director Christopher J. Perry     For       For          Management
1.9   Elect Director Ingrid S. Stafford       For       For          Management
1.10  Elect Director Gary D. "Joe" Sweeney    For       For          Management
1.11  Elect Director Sheila G. Talton         For       For          Management
1.12  Elect Director Edward J. Wehmer         For       For          Management
2     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Ernst & Young LLP as Auditors    For       For          Management


--------------------------------------------------------------------------------

WORLDPAY, INC.

Ticker:       WP             Security ID:  981558109
Meeting Date: MAY 16, 2018   Meeting Type: Annual
Record Date:  MAR 29, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Charles Drucker          For       For          Management
1.2   Elect Director Karen Richardson         For       For          Management
1.3   Elect Director Boon Sim                 For       For          Management
1.4   Elect Director Jeffrey Stiefler         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Nonqualified Employee Stock       For       For          Management
      Purchase Plan
4     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors


--------------------------------------------------------------------------------

XPO LOGISTICS, INC.

Ticker:       XPO            Security ID:  983793100
Meeting Date: MAY 17, 2018   Meeting Type: Annual
Record Date:  APR 06, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Bradley S. Jacobs        For       For          Management
1.2   Elect Director Gena L. Ashe             For       For          Management
1.3   Elect Director AnnaMaria DeSalva        For       For          Management
1.4   Elect Director Michael G. Jesselson     For       For          Management
1.5   Elect Director Adrian P. Kingshott      For       For          Management
1.6   Elect Director Jason D. Papastavrou     For       For          Management
1.7   Elect Director Oren G. Shaffer          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
6     Clawback of Incentive Payments          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, 2018


*By: /s/ Nancy E. Hay
     --------------------
         Nancy E. Hay
         (Attorney-in-fact)



                               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 High Income Fund, Inc.
-AB Institutional Funds, Inc.
-AB Large Cap Growth Fund, Inc.
-AB Municipal Income Fund, Inc.
-AB Municipal Income Fund II
-AB Relative Value Fund, Inc.
-AB Sustainable Global Thematic Fund, Inc.
-AB Sustainable International Thematic 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: May 3, 2018