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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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. -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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