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: 811-21673

                             The AB Pooling Portfolios
               (Exact name of registrant as specified in charter)

                             AllianceBernstein L.P.
              1345 Avenue of the Americas, New York, New York 10105
               (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 10105
                     (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:  August 31

             Date of reporting period: July 1, 2017 - June 30, 2018



Item 1.  Proxy Voting Record.

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

ICA File Number: 811-21673
Reporting Period: 07/01/2017 - 06/30/2018
The AB Pooling Portfolios









====================== AB Volatility Management Portfolio ======================


ACTIVIA PROPERTIES INC.

Ticker:       3279           Security ID:  J00089102
Meeting Date: AUG 10, 2017   Meeting Type: Special
Record Date:  MAY 31, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Amend Articles to Make Technical        For       For          Management
      Changes
2     Elect Executive Director Hosoi, Nariaki For       For          Management
3     Elect Alternate Executive Director      For       For          Management
      Murayama, Kazuyuki
4.1   Elect Supervisory Director Yamada,      For       For          Management
      Yonosuke
4.2   Elect Supervisory Director Ariga,       For       For          Management
      Yoshinori


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ALSTOM

Ticker:       ALO            Security ID:  F0259M475
Meeting Date: JUL 04, 2017   Meeting Type: Annual/Special
Record Date:  JUN 29, 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 Allocation of Income and        For       For          Management
      Dividends of EUR 0.25 per Share
4     Approve Additional Pension Scheme       For       For          Management
      Agreement with Henri Poupart-Lafarge
5     Ratify Appointment of  Sylvie Kande de  For       For          Management
      Beaupy as Director
6     Ratify appointment of Yann Delabriere   For       For          Management
      as Director
7     Elect Francoise Colpron as Director     For       For          Management
8     Approve Remuneration Policy of Henri    For       Against      Management
      Poupat-Lafarge, Chairman and CEO
9     Non-Binding Vote on Compensation of     For       Against      Management
      Henri Poupat-Lafarge
10    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
11    Authorize Decrease in Share Capital     For       For          Management
      via Cancellation of Repurchased Shares
12    Authorize Capital Issuances for Use in  For       For          Management
      Employee Stock Purchase Plans
13    Authorize Capital Issuances for Use in  For       For          Management
      Employee Stock Purchase Plans Reserved
      for Employees of the Group's
      Subsidiaries
14    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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C. R. BARD, INC.

Ticker:       BCR            Security ID:  067383109
Meeting Date: AUG 08, 2017   Meeting Type: Special
Record Date:  JUN 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


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CA, INC.

Ticker:       CA             Security ID:  12673P105
Meeting Date: AUG 09, 2017   Meeting Type: Annual
Record Date:  JUN 12, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    Elect Director Jens Alder               For       For          Management
1B    Elect Director Raymond J. Bromark       For       For          Management
1C    Elect Director Michael P. Gregoire      For       For          Management
1D    Elect Director Rohit Kapoor             For       For          Management
1E    Elect Director Jeffrey G. Katz          For       For          Management
1F    Elect Director Kay Koplovitz            For       For          Management
1G    Elect Director Christopher B. Lofgren   For       For          Management
1H    Elect Director Richard Sulpizio         For       For          Management
1I    Elect Director Laura S. Unger           For       For          Management
1J    Elect Director Arthur F. Weinbach       For       For          Management
1K    Elect Director Renato (Ron) Zambonini   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     Amendment to Increase Number of Shares  For       For          Management
      Issuable Under the 2012 Non-Employee
      Stock Plan


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CARE CAPITAL PROPERTIES, INC.

Ticker:       CCP            Security ID:  141624106
Meeting Date: AUG 15, 2017   Meeting Type: Special
Record Date:  JUN 29, 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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CONSTELLATION BRANDS, INC.

Ticker:       STZ            Security ID:  21036P108
Meeting Date: JUL 18, 2017   Meeting Type: Annual
Record Date:  MAY 19, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jerry Fowden             For       For          Management
1.2   Elect Director Barry A. Fromberg        For       For          Management
1.3   Elect Director Robert L. Hanson         For       For          Management
1.4   Elect Director Ernesto M. Hernandez     For       For          Management
1.5   Elect Director James A. Locke, III      For       For          Management
1.6   Elect Director Daniel J. McCarthy       For       For          Management
1.7   Elect Director Richard Sands            For       For          Management
1.8   Elect Director Robert Sands             For       For          Management
1.9   Elect Director Judy A. Schmeling        For       For          Management
1.10  Elect Director Keith E. Wandell         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     Amend Omnibus Stock Plan                For       For          Management


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CSRA INC.

Ticker:       CSRA           Security ID:  12650T104
Meeting Date: AUG 08, 2017   Meeting Type: Annual
Record Date:  JUN 09, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Keith B. Alexander       For       For          Management
1b    Elect Director Sanju K. Bansal          For       For          Management
1c    Elect Director Michele A. Flournoy      For       For          Management
1d    Elect Director Mark A. Frantz           For       For          Management
1e    Elect Director Nancy Killefer           For       For          Management
1f    Elect Director Craig L. Martin          For       For          Management
1g    Elect Director Sean O'Keefe             For       For          Management
1h    Elect Director Lawrence B. Prior, III   For       For          Management
1i    Elect Director Michael E. Ventling      For       For          Management
1j    Elect Director Billie I. Williamson     For       For          Management
1k    Elect Director John F. Young            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


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DIC ASSET AG

Ticker:       DIC            Security ID:  D2837E191
Meeting Date: JUL 11, 2017   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2016
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 0.40 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2016
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2016
5     Ratify Roedl & Partner GmbH as          For       For          Management
      Auditors for Fiscal 2017
6.1   Elect Gerhard Schmidt to the            For       For          Management
      Supervisory Board
6.2   Elect Klaus-Juergen Sontowski to the    For       Against      Management
      Supervisory Board
6.3   Elect Michael Bock to the Supervisory   For       Against      Management
      Board


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DON QUIJOTE HOLDINGS CO., LTD.

Ticker:       7532           Security ID:  J1235L108
Meeting Date: SEP 27, 2017   Meeting Type: Annual
Record Date:  JUN 30, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Allocation of Income, with a    For       For          Management
      Final Dividend of JPY 21
2     Amend Articles to Amend Provisions on   For       For          Management
      Number of Directors
3.1   Elect Director Ohara, Koji              For       For          Management
3.2   Elect Director Takahashi, Mitsuo        For       Against      Management
3.3   Elect Director Yoshida, Naoki           For       Against      Management
3.4   Elect Director Abe, Hiroshi             For       Against      Management
3.5   Elect Director Ishii, Yuji              For       Against      Management
3.6   Elect Director Ohashi, Nobuharu         For       Against      Management
3.7   Elect Director Suzuki, Kosuke           For       Against      Management
3.8   Elect Director Nishii, Takeshi          For       Against      Management
3.9   Elect Director Haga, Takeshi            For       Against      Management
3.10  Elect Director Maruyama, Tetsuji        For       Against      Management
4     Elect Director and Audit Committee      For       For          Management
      Member Nishitani, Jumpei
5     Approve Compensation Ceiling for        For       For          Management
      Directors Who Are Not Audit Committee
      Members
6     Approve Deep Discount Stock Option Plan For       For          Management


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DXC TECHNOLOGY COMPANY

Ticker:       DXC            Security ID:  23355L106
Meeting Date: AUG 10, 2017   Meeting Type: Annual
Record Date:  JUN 12, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Mukesh Aghi              For       For          Management
1b    Elect Director Amy E. Alving            For       For          Management
1c    Elect Director David L. Herzog          For       For          Management
1d    Elect Director Sachin Lawande           For       For          Management
1e    Elect Director J. Michael Lawrie        For       For          Management
1f    Elect Director Julio A. Portalatin      For       For          Management
1g    Elect Director Peter Rutland            For       For          Management
1h    Elect Director Manoj P. Singh           For       For          Management
1i    Elect Director Margaret C. Whitman      For       For          Management
1j    Elect Director Robert F. Woods          For       For          Management
2     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
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
5     Amend Omnibus Stock Plan                For       For          Management


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ELECTRONIC ARTS INC.

Ticker:       EA             Security ID:  285512109
Meeting Date: AUG 03, 2017   Meeting Type: Annual
Record Date:  JUN 09, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Leonard S. Coleman       For       For          Management
1b    Elect Director Jay C. Hoag              For       For          Management
1c    Elect Director Jeffrey T. Huber         For       For          Management
1d    Elect Director Vivek Paul               For       For          Management
1e    Elect Director Lawrence F. Probst, III  For       For          Management
1f    Elect Director Talbott Roche            For       For          Management
1g    Elect Director Richard A. Simonson      For       For          Management
1h    Elect Director Luis A. Ubinas           For       For          Management
1i    Elect Director Denise F. Warren         For       For          Management
1j    Elect Director Andrew Wilson            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 KPMG LLP as Auditors             For       For          Management


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FELCOR LODGING TRUST INCORPORATED

Ticker:       FCH            Security ID:  31430F101
Meeting Date: AUG 15, 2017   Meeting Type: Special
Record Date:  JUL 06, 2017

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


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GREAT PORTLAND ESTATES PLC

Ticker:       GPOR           Security ID:  G40712203
Meeting Date: JUL 06, 2017   Meeting Type: Annual
Record Date:  JUL 04, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Final Dividend                  For       For          Management
3     Approve Remuneration Report             For       For          Management
4     Approve Remuneration Policy             For       For          Management
5     Re-elect Toby Courtauld as Director     For       For          Management
6     Re-elect Nick Sanderson as Director     For       For          Management
7     Re-elect Martin Scicluna as Director    For       For          Management
8     Re-elect Charles Philipps as Director   For       For          Management
9     Re-elect Jonathan Short as Director     For       For          Management
10    Elect Wendy Becker as Director          For       For          Management
11    Elect Nick Hampton as Director          For       For          Management
12    Elect Richard Mully as Director         For       For          Management
13    Reappoint Deloitte LLP as Auditors      For       For          Management
14    Authorise Audit Committee to Fix        For       For          Management
      Remuneration of Auditors
15    Amend 2010 Long-Term Incentive Plan     For       For          Management
16    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
17    Approve Increase in the Aggregate       For       For          Management
      Amount of Fees Payable to
      Non-Executive Directors
18    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
19    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights in Connection with
      an Acquisition or Other Capital
      Investment
20    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
21    Authorise the Company to Call General   For       For          Management
      Meeting with Two Weeks' Notice


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HEALTHCARE TRUST OF AMERICA, INC.

Ticker:       HTA            Security ID:  42225P501
Meeting Date: JUL 12, 2017   Meeting Type: Annual
Record Date:  APR 21, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Scott D. Peters          For       For          Management
1b    Elect Director W. Bradley Blair, II     For       For          Management
1c    Elect Director Maurice J. DeWald        For       For          Management
1d    Elect Director Warren D. Fix            For       Against      Management
1e    Elect Director Peter N. Foss            For       For          Management
1f    Elect Director Daniel S. Henson         For       For          Management
1g    Elect Director Larry L. Mathis          For       For          Management
1h    Elect Director Gary T. Wescombe         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
4     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors


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ISRAEL CHEMICALS LTD.

Ticker:       ICL            Security ID:  M5920A109
Meeting Date: AUG 02, 2017   Meeting Type: Special
Record Date:  JUL 03, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Equity Grants to Executive      For       For          Management
      Board Chairman
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
B1    If you are an Interest Holder as        None      Against      Management
      defined in Section 1 of the Securities
      Law, 1968, vote FOR.  Otherwise, vote
      against.
B2    If you are a Senior Officer as defined  None      Against      Management
      in Section 37(D) of the Securities
      Law, 1968, vote FOR. Otherwise, vote
      against.
B3    If you are an Institutional Investor    None      For          Management
      as defined in Regulation 1 of the
      Supervision Financial Services
      Regulations 2009 or a Manager of a
      Joint Investment Trust Fund as defined
      in the Joint Investment Trust Law,
      1994, vote FOR. Otherwise, vote
      against.


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J SAINSBURY PLC

Ticker:       SBRY           Security ID:  G77732173
Meeting Date: JUL 05, 2017   Meeting Type: Annual
Record Date:  JUL 03, 2017

#     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       For          Management
4     Approve Final Dividend                  For       For          Management
5     Elect Kevin O'Byrne as Director         For       For          Management
6     Re-elect Matt Brittin as Director       For       For          Management
7     Re-elect Brian Cassin as Director       For       For          Management
8     Re-elect Mike Coupe as Director         For       For          Management
9     Re-elect David Keens as Director        For       For          Management
10    Re-elect Susan Rice as Director         For       For          Management
11    Re-elect John Rogers as Director        For       For          Management
12    Re-elect Jean Tomlin as Director        For       For          Management
13    Re-elect David Tyler as Director        For       For          Management
14    Reappoint Ernst & Young LLP as Auditors For       For          Management
15    Authorise the Audit Committee to Fix    For       For          Management
      Remuneration of Auditors
16    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
17    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
18    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights in Connection with
      an Acquisition or Other Capital
      Investment
19    Approve EU Political Donations and      For       For          Management
      Expenditure
20    Authorise Market Purchase Ordinary      For       For          Management
      Shares
21    Authorise the Company to Call General   For       For          Management
      Meeting with Two Weeks' Notice


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JAPAN EXCELLENT INC.

Ticker:       8987           Security ID:  J2739K109
Meeting Date: SEP 29, 2017   Meeting Type: Special
Record Date:  JUN 30, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Executive Director Ogawa,         For       For          Management
      Hidehiko
2     Elect Alternate Executive Director      For       For          Management
      Sasaki, Toshihiko
3.1   Elect Supervisory Director Nagahama,    For       For          Management
      Tsuyoshi
3.2   Elect Supervisory Director Maekawa,     For       For          Management
      Shunichi
3.3   Elect Supervisory Director Takagi, Eiji For       For          Management


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JAPAN PRIME REALTY INVESTMENT CORP.

Ticker:       8955           Security ID:  J2741H102
Meeting Date: SEP 05, 2017   Meeting Type: Special
Record Date:  JUN 30, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Amend Articles to Reflect Changes in    For       For          Management
      Law
2     Elect Executive Director Okubo, Satoshi For       For          Management
3     Elect Alternate Executive Director      For       For          Management
      Jozaki, Yoshihiro
4.1   Elect Supervisory Director Denawa,      For       For          Management
      Masato
4.2   Elect Supervisory Director Kusanagi,    For       For          Management
      Nobuhisa
5     Elect Alternate Supervisory Director    For       For          Management
      Kawaguchi, Akihiro


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LONDONMETRIC PROPERTY PLC

Ticker:       LMP            Security ID:  G5689W109
Meeting Date: JUL 11, 2017   Meeting Type: Annual
Record Date:  JUL 07, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Policy             For       For          Management
3     Approve Remuneration Report             For       For          Management
4     Reappoint Deloitte LLP as Auditors      For       For          Management
5     Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
6     Re-elect Patrick Vaughan as Director    For       For          Management
7     Re-elect Andrew Jones as Director       For       For          Management
8     Re-elect Martin McGann as Director      For       For          Management
9     Re-elect Valentine Beresford as         For       For          Management
      Director
10    Re-elect Mark Stirling as Director      For       For          Management
11    Re-elect James Dean as Director         For       For          Management
12    Re-elect Alec Pelmore as Director       For       For          Management
13    Re-elect Andrew Varley as Director      For       For          Management
14    Re-elect Philip Watson as Director      For       For          Management
15    Re-elect Rosalyn Wilton as Director     For       For          Management
16    Re-elect Andrew Livingston as Director  For       For          Management
17    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
18    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
19    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights in Connection with
      an Acquisition or Other Capital
      Investment
20    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
21    Authorise the Company to Call General   For       For          Management
      Meeting with Two Weeks' Notice


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MARKS AND SPENCER GROUP PLC

Ticker:       MKS            Security ID:  G5824M107
Meeting Date: JUL 11, 2017   Meeting Type: Annual
Record Date:  JUL 07, 2017

#     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       For          Management
4     Approve Final Dividend                  For       For          Management
5     Re-elect Vindi Banga as Director        For       For          Management
6     Re-elect Patrick Bousquet-Chavanne as   For       For          Management
      Director
7     Re-elect Alison Brittain as Director    For       For          Management
8     Re-elect Miranda Curtis as Director     For       For          Management
9     Re-elect Andrew Fisher as Director      For       For          Management
10    Re-elect Andy Halford as Director       For       For          Management
11    Re-elect Steve Rowe as Director         For       For          Management
12    Re-elect Richard Solomons as Director   For       For          Management
13    Re-elect Robert Swannell as Director    For       For          Management
14    Re-elect Helen Weir as Director         For       For          Management
15    Elect Archie Norman as Director         For       For          Management
16    Reappoint Deloitte LLP as Auditors      For       For          Management
17    Authorise the Audit Committee to Fix    For       For          Management
      Remuneration of Auditors
18    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
19    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
20    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
21    Authorise the Company to Call General   For       For          Management
      Meeting with Two Weeks' Notice
22    Authorise EU Political Donations and    For       For          Management
      Expenditure
23    Approve Sharesave Plan                  For       For          Management
24    Adopt New Articles of Association       For       For          Management


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MCKESSON CORPORATION

Ticker:       MCK            Security ID:  58155Q103
Meeting Date: JUL 26, 2017   Meeting Type: Annual
Record Date:  MAY 31, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Andy D. Bryant           For       For          Management
1b    Elect Director N. Anthony Coles         For       For          Management
1c    Elect Director John H. Hammergren       For       For          Management
1d    Elect Director M. Christine Jacobs      For       For          Management
1e    Elect Director Donald R. Knauss         For       For          Management
1f    Elect Director Marie L. Knowles         For       For          Management
1g    Elect Director Edward A. Mueller        For       For          Management
1h    Elect Director Susan R. Salka           For       For          Management
2     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
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
5     Require Independent Board Chairman      Against   Against      Shareholder
6     Provide Right to Act by Written Consent Against   For          Shareholder


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MICHAEL KORS HOLDINGS LIMITED

Ticker:       KORS           Security ID:  G60754101
Meeting Date: AUG 03, 2017   Meeting Type: Annual
Record Date:  JUN 01, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director John D. Idol             For       For          Management
1b    Elect Director Robin Freestone          For       For          Management
1c    Elect Director Ann Korologos            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     Assess Feasibility of Adopting          Against   For          Shareholder
      Quantitative Renewable Energy Goals


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MICROCHIP TECHNOLOGY INCORPORATED

Ticker:       MCHP           Security ID:  595017104
Meeting Date: AUG 22, 2017   Meeting Type: Annual
Record Date:  JUN 28, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steve Sanghi             For       For          Management
1.2   Elect Director Matthew W. Chapman       For       For          Management
1.3   Elect Director L.B. Day                 For       For          Management
1.4   Elect Director Esther L. Johnson        For       For          Management
1.5   Elect Director Wade F. Meyercord        For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Ernst & Young LLP as Auditors    For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

NEWRIVER REIT PLC

Ticker:       NRR            Security ID:  G64950101
Meeting Date: JUL 04, 2017   Meeting Type: Special
Record Date:  JUL 02, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Authorise Issue of Equity Pursuant to   For       For          Management
      the Capital Raising
2     Approve the Related Party Transaction   For       For          Management
      with Invesco Limited
3     Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights Pursuant to the
      Capital Raising


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

NSI NV

Ticker:       NSI            Security ID:  N6S10A115
Meeting Date: JUL 21, 2017   Meeting Type: Special
Record Date:  JUN 23, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Open Meeting                            None      None         Management
2     Elect Alianne de Jong to Management     For       For          Management
      Board
3     Elect Margreet Haandrikman to           For       For          Management
      Supervisory Board
4     Other Business (Non-Voting)             None      None         Management
5     Close Meeting                           None      None         Management


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

ORACLE CORP. JAPAN

Ticker:       4716           Security ID:  J6165M109
Meeting Date: AUG 23, 2017   Meeting Type: Annual
Record Date:  MAY 31, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Amend Articles to Clarify Director      For       For          Management
      Authority on Shareholder Meetings
2.1   Elect Director Frank Obermeier          For       For          Management
2.2   Elect Director Sugihara, Hiroshige      For       For          Management
2.3   Elect Director Nosaka, Shigeru          For       For          Management
2.4   Elect Director Edward Paterson          For       For          Management
2.5   Elect Director Kimberly Woolley         For       For          Management
2.6   Elect Director S. Kurishna Kumar        For       For          Management
2.7   Elect Director John L. Hall             For       For          Management
2.8   Elect Director Matsufuji, Hitoshi       For       For          Management
2.9   Elect Director Natsuno, Takeshi         For       For          Management
3     Approve Stock Option Plan               For       For          Management


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

PERRIGO COMPANY PLC

Ticker:       PRGO           Security ID:  G97822103
Meeting Date: JUL 20, 2017   Meeting Type: Annual
Record Date:  MAY 26, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Bradley A. Alford        For       For          Management
1.2   Elect Director Laurie Brlas             For       For          Management
1.3   Elect Director Rolf A. Classon          For       For          Management
1.4   Elect Director Gary M. Cohen            For       For          Management
1.5   Elect Director John T. Hendrickson      For       For          Management
1.6   Elect Director Adriana Karaboutis       For       For          Management
1.7   Elect Director Jeffrey B. Kindler       For       For          Management
1.8   Elect Director Donal O'Connor           For       For          Management
1.9   Elect Director Geoffrey M. Parker       For       For          Management
1.10  Elect Director Theodore R. Samuels      For       For          Management
1.11  Elect Director Jeffrey C. Smith         For       For          Management
2     Approve Ernst & Young LLP as Auditors   For       For          Management
      and Authorize Board to Fix Their
      Remuneration
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     Authorize Share Repurchase Program      For       For          Management
6     Determine Price Range for Reissuance    For       For          Management
      of Treasury Shares
7     Provide Proxy Access Right              For       For          Management


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

QORVO, INC.

Ticker:       QRVO           Security ID:  74736K101
Meeting Date: AUG 08, 2017   Meeting Type: Annual
Record Date:  JUN 15, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ralph G. Quinsey         For       For          Management
1.2   Elect Director Robert A. Bruggeworth    For       For          Management
1.3   Elect Director Daniel A. DiLeo          For       For          Management
1.4   Elect Director Jeffery R. Gardner       For       For          Management
1.5   Elect Director Charles Scott Gibson     For       For          Management
1.6   Elect Director John R. Harding          For       For          Management
1.7   Elect Director David H. Y. Ho           For       For          Management
1.8   Elect Director Roderick D. Nelson       For       For          Management
1.9   Elect Director Walden C. Rhines         For       For          Management
1.10  Elect Director Susan L. Spradley        For       For          Management
1.11  Elect Director Walter H. Wilkinson, Jr. 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 KPMG LLP as Auditors             For       For          Management


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

RALPH LAUREN CORPORATION

Ticker:       RL             Security ID:  751212101
Meeting Date: AUG 10, 2017   Meeting Type: Annual
Record Date:  JUN 12, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Frank A. Bennack, Jr.    For       For          Management
1.2   Elect Director Joel L. Fleishman        For       For          Management
1.3   Elect Director Hubert Joly              For       For          Management
2     Ratify Ernst & Young 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
5     Amend Executive Incentive Bonus Plan    For       For          Management


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

RED HAT, INC.

Ticker:       RHT            Security ID:  756577102
Meeting Date: AUG 10, 2017   Meeting Type: Annual
Record Date:  JUN 15, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Sohaib Abbasi            For       For          Management
1.2   Elect Director W. Steve Albrecht        For       For          Management
1.3   Elect Director Charlene T. Begley       For       For          Management
1.4   Elect Director Narendra K. Gupta        For       For          Management
1.5   Elect Director Kimberly L. Hammonds     For       For          Management
1.6   Elect Director William S. Kaiser        For       For          Management
1.7   Elect Director Donald H. Livingstone    For       For          Management
1.8   Elect Director James M. Whitehurst      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


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

REYNOLDS AMERICAN INC.

Ticker:       RAI            Security ID:  761713106
Meeting Date: JUL 19, 2017   Meeting Type: Special
Record Date:  JUN 12, 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


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

RLJ LODGING TRUST

Ticker:       RLJ            Security ID:  74965L101
Meeting Date: AUG 15, 2017   Meeting Type: Special
Record Date:  JUL 06, 2017

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


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

TEVA- PHARMACEUTICAL INDUSTRIES LTD

Ticker:       TEVA           Security ID:  881624209
Meeting Date: JUL 13, 2017   Meeting Type: Annual
Record Date:  JUN 13, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Sol J. Barer as Director Until    For       For          Management
      2020 Annual General Meeting
1b    Elect Jean-Michel Halfon as Director    For       For          Management
      Until 2020 Annual General Meeting
1c    Elect Murray A. Goldberg as Director    For       For          Management
      Until 2020 Annual General Meeting
1d    Elect Nechemia (Chemi) J. Peres as      For       For          Management
      Director Until 2020 Annual General
      Meeting
1e    Elect Roberto Mignone as Director       For       For          Management
      Until 2019 Annual General Meeting
1f    Elect Perry D. Nisen as Director Until  For       For          Management
      2019 Annual General Meeting
2     Approve Compensation of Sol J. Barer,   For       For          Management
      Chairman
3     Approve Employment Terms of Yitzhak     For       For          Management
      Peterburg, Temporary CEO
4     Approve Compensation of Directors       For       For          Management
5     Approve an Amendment to the Equity      For       For          Management
      Compensation Plan
6     Approve Executive Incentive Bonus Plan  For       For          Management
7     Reduce Teva's Registered Share Capital  For       For          Management
      to NIS 249,434,338
8     Appoint Kesselman & Kesselman as        For       For          Management
      Auditors


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

THE J. M. SMUCKER COMPANY

Ticker:       SJM            Security ID:  832696405
Meeting Date: AUG 16, 2017   Meeting Type: Annual
Record Date:  JUN 19, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Kathryn W. Dindo         For       For          Management
1b    Elect Director Paul J. Dolan            For       For          Management
1c    Elect Director Jay L. Henderson         For       For          Management
1d    Elect Director Nancy Lopez Knight       For       For          Management
1e    Elect Director Elizabeth Valk Long      For       For          Management
1f    Elect Director Gary A. Oatey            For       For          Management
1g    Elect Director Kirk L. Perry            For       For          Management
1h    Elect Director Sandra Pianalto          For       For          Management
1i    Elect Director Alex Shumate             For       For          Management
1j    Elect Director Mark T. Smucker          For       For          Management
1k    Elect Director Richard K. Smucker       For       For          Management
1l    Elect Director Timothy P. Smucker       For       For          Management
1m    Elect Director Dawn C. Willoughby       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     Report on Plans to Increase Renewable   Against   For          Shareholder
      Energy Use


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

TSURUHA HOLDINGS INC.

Ticker:       3391           Security ID:  J9348C105
Meeting Date: AUG 10, 2017   Meeting Type: Annual
Record Date:  MAY 15, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Tsuruha, Tatsuru         For       For          Management
1.2   Elect Director Horikawa, Masashi        For       For          Management
1.3   Elect Director Tsuruha, Jun             For       Against      Management
1.4   Elect Director Goto, Teruaki            For       Against      Management
1.5   Elect Director Abe, Mitsunobu           For       Against      Management
1.6   Elect Director Kijima, Keisuke          For       Against      Management
1.7   Elect Director Ofune, Masahiro          For       Against      Management
1.8   Elect Director Mitsuhashi, Shinya       For       Against      Management
1.9   Elect Director Aoki, Keisei             For       For          Management
1.10  Elect Director Okada, Motoya            For       For          Management
1.11  Elect Director Yamada, Eiji             For       For          Management
2     Appoint Statutory Auditor Doi,          For       For          Management
      Katsuhisa
3     Approve Equity Compensation Plan        For       For          Management


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

UNITED URBAN INVESTMENT CORP.

Ticker:       8960           Security ID:  J9427E105
Meeting Date: AUG 28, 2017   Meeting Type: Special
Record Date:  MAY 31, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Amend Articles to Clarify Phrase in     For       For          Management
      Dividend Distribution Policy
2     Elect Executive Director Yoshida, Ikuo  For       For          Management
3     Elect Alternate Executive Director      For       For          Management
      Natsume, Kenichi
4.1   Elect Supervisory Director Akiyama,     For       For          Management
      Masaaki
4.2   Elect Supervisory Director Ozawa,       For       For          Management
      Tetsuo
5     Elect Alternate Supervisory Director    For       For          Management
      Kugisawa, Tomo


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

VOESTALPINE AG

Ticker:       VOE            Security ID:  A9101Y103
Meeting Date: JUL 05, 2017   Meeting Type: Annual
Record Date:  JUN 25, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends
3     Approve Discharge of Management Board   For       For          Management
4     Approve Discharge of Supervisory Board  For       For          Management
5     Ratify Auditors                         For       For          Management
6     Authorize Share Repurchase Program and  For       For          Management
      Reissuance or Cancellation of
      Repurchased Shares


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

WCM BETEILIGUNGS- UND GRUNDBESITZ AG

Ticker:       WCMK           Security ID:  D9546Q175
Meeting Date: JUL 04, 2017   Meeting Type: Annual
Record Date:  JUN 12, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2016
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 0.10 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2016
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2016
5     Elect Christian Schede to the           For       For          Management
      Supervisory Board
6     Ratify KPMG AG as Auditors for Fiscal   For       For          Management
      2017


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

XILINX, INC.

Ticker:       XLNX           Security ID:  983919101
Meeting Date: AUG 09, 2017   Meeting Type: Annual
Record Date:  JUN 12, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Dennis Segers            For       For          Management
1.2   Elect Director Moshe N. Gavrielov       For       For          Management
1.3   Elect Director Saar Gillai              For       For          Management
1.4   Elect Director Ronald S. Jankov         For       For          Management
1.5   Elect Director Thomas H. Lee            For       For          Management
1.6   Elect Director J. Michael Patterson     For       For          Management
1.7   Elect Director Albert A. Pimentel       For       For          Management
1.8   Elect Director Marshall C. Turner       For       For          Management
1.9   Elect Director Elizabeth W. Vanderslice For       For          Management
2     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
3     Amend 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
6     Ratify Ernst & Young LLP as Auditors    For       For          Management

========== END NPX REPORT




                                   SIGNATURES

     Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                     Registrant: The AB Pooling Portfolios



                                       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 Blended Style Series, Inc.
-AB Bond Fund, Inc.
-AB Cap Fund, Inc.
-AB Core Opportunities Fund, Inc.
-AB Corporate Shares
-AB Discovery Growth Fund, Inc.
-AB Equity Income Fund, Inc.
-AB Exchange Reserves
-AB Fixed-Income Shares, Inc.
-AB Global Bond Fund, Inc.
-AB Global Real Estate Investment Fund, Inc.
-AB Global Risk Allocation Fund, Inc.
-AB Global Thematic Growth Fund, Inc.
-AB Growth and Income Fund, Inc.
-AB High Income Fund, Inc.
-AB Institutional Funds, Inc.
-AB International Growth Fund, Inc.
-AB Large Cap Growth Fund, Inc.
-AB Municipal Income Fund, Inc.
-AB Municipal Income Fund II
-AB Trust
-AB Unconstrained Bond Fund, Inc.
-AB Variable Products Series Fund, Inc.
-The AB Portfolios
-The AB Pooling Portfolios
-Sanford C. Bernstein Fund II, Inc.

and filing the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or their substitute or substitutes,
may do or cause to be done by virtue hereof.


                                           /s/ Robert M. Keith
                                           ------------------------
                                           Robert M. Keith


Dated: August 4, 2015