UNITED STATES
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 811-21780
MFS SERIES TRUST XII
(Exact name of registrant as specified in charter)
500 Boylston Street, Boston, Massachusetts 02116
(Address of principal executive offices) (Zip code)
Susan S. Newton
Massachusetts Financial Services Company
500 Boylston Street
Boston, Massachusetts 02116
(Name and address of agents for service)
Registrant's telephone number, including area code: (617) 954-5000
Date of fiscal year end: October 31 and April 30*
Date of reporting period: July 1, 2008 - June 30, 2009
* MFS Sector Rotational Fund, a series of the Registrant, has a fiscal year
end of October 31. The fiscal year end of the remaining series of the
Registrant is April 30.
ITEM 1. PROXY VOTING RECORD.
******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-21780
Reporting Period: 07/01/2008 - 06/30/2009
MFS Series Trust XII
============================ MFS LIFETIME 2010 FUND ============================
There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.
============================ MFS LIFETIME 2020 FUND ============================
There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.
============================ MFS LIFETIME 2030 FUND ============================
There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.
============================ MFS LIFETIME 2040 FUND ============================
There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.
===================== MFS LIFETIME RETIREMENT INCOME FUND ======================
There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.
========================== MFS SECTOR ROTATIONAL FUND ==========================
ADVANCE AUTO PARTS INC
Ticker: AAP Security ID: 00751Y106
Meeting Date: MAY 20, 2009 Meeting Type: Annual
Record Date: MAR 30, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John F. Bergstrom For For Management
1.2 Elect Director John C. Brouillard For For Management
1.3 Elect Director Darren R. Jackson For For Management
1.4 Elect Director William S. Oglesby For For Management
1.5 Elect Director Gilbert T. Ray For For Management
1.6 Elect Director Carlos A. Saladrigas For For Management
1.7 Elect Director Francesca M. Spinelli For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
AETNA INC.
Ticker: AET Security ID: 00817Y108
Meeting Date: MAY 29, 2009 Meeting Type: Annual
Record Date: MAR 27, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Frank M. Clark For For Management
2 Elect Director Betsy Z. Cohen For For Management
3 Elect Director Molly J. Coye, M.D. For For Management
4 Elect Director Roger N. Farah For For Management
5 Elect Director Barbara Hackman Franklin For For Management
6 Elect Director Jeffrey E. Garten For For Management
7 Elect Director Earl G. Graves For For Management
8 Elect Director Gerald Greenwald For For Management
9 Elect Director Ellen M. Hancock For For Management
10 Elect Director Richard J. Harrington For For Management
11 Elect Director Edward J. Ludwig For For Management
12 Elect Director Joseph P. Newhouse For For Management
13 Elect Director Ronald A. Williams For For Management
14 Ratify Auditors For For Management
15 Provide for Cumulative Voting Against Against Shareholder
16 Adopt a Policy to Elect a Retired Against Against Shareholder
Management Employee
- --------------------------------------------------------------------------------
AFLAC INCORPORATED
Ticker: AFL Security ID: 001055102
Meeting Date: MAY 4, 2009 Meeting Type: Annual
Record Date: FEB 24, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Daniel P. Amos For For Management
1.2 Elect Director John Shelby Amos, II For For Management
1.3 Elect Director Paul S. Amos, II For For Management
1.4 Elect Director Yoshiro Aoki For For Management
1.5 Elect Director Michael H. Armacost For For Management
1.6 Elect Director Kriss Cloninger, III For For Management
1.7 Elect Director Joe Frank Harris For For Management
1.8 Elect Director Elizabeth J. Hudson For For Management
1.9 Elect Director Kenneth S. Janke, Sr. For For Management
1.10 Elect Director Douglas W. Johnson For For Management
1.11 Elect Director Robert B. Johnson For For Management
1.12 Elect Director Charles B. Knapp For For Management
1.13 Elect Director E. Stephen Purdom For For Management
1.14 Elect Director Barbara K. Rimer For For Management
1.15 Elect Director Marvin R. Schuster For For Management
1.16 Elect Director David Gary Thompson For For Management
1.17 Elect Director Robert L. Wright For For Management
2 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
3 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
AIRGAS, INC.
Ticker: ARG Security ID: 009363102
Meeting Date: AUG 5, 2008 Meeting Type: Annual
Record Date: JUN 12, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William O. Albertini For For Management
1.2 Elect Director Lee M. Thomas For For Management
1.3 Elect Director John C. Van Roden, Jr. For For Management
2 Ratify Auditors For For Management
3 Amend Executive Incentive Bonus Plan For For Management
- --------------------------------------------------------------------------------
AMGEN, INC.
Ticker: AMGN Security ID: 031162100
Meeting Date: MAY 6, 2009 Meeting Type: Annual
Record Date: MAR 9, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director David Baltimore For For Management
2 Elect Director Frank J. Biondi, Jr. For For Management
3 Elect Director Francois de Carbonnel For For Management
4 Elect Director Jerry D. Choate For For Management
5 Elect Director Vance D. Coffman For For Management
6 Elect Director Frederick W. Gluck For For Management
7 Elect Director Frank C. Herringer For For Management
8 Elect Director Gilbert S. Omenn For For Management
9 Elect Director Judith C. Pelham For For Management
10 Elect Director J. Paul Reason For For Management
11 Elect Director Leonard D. Schaeffer For For Management
12 Elect Director Kevin W. Sharer For For Management
13 Ratify Auditors For For Management
14 Approve Omnibus Stock Plan For For Management
15 Reduce Supermajority Vote Requirement For For Management
16 Amend Articles/Bylaws/Charter -- Call Against For Shareholder
Special Meetings
17 Reincorporate in Another State [from Against Against Shareholder
Delaware to North Dakota ]
- --------------------------------------------------------------------------------
BAXTER INTERNATIONAL INC.
Ticker: BAX Security ID: 071813109
Meeting Date: MAY 5, 2009 Meeting Type: Annual
Record Date: MAR 9, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Walter E. Boomer For For Management
1.2 Elect Director James R. Gavin III For For Management
1.3 Elect Director Peter S. Hellman For For Management
1.4 Elect Director K. J. Storm For For Management
2 Ratify Auditors For For Management
3 Report on Animal Testing Against Against Shareholder
- --------------------------------------------------------------------------------
BEST BUY CO., INC.
Ticker: BBY Security ID: 086516101
Meeting Date: JUN 24, 2009 Meeting Type: Annual
Record Date: APR 27, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Ronald James For For Management
1.2 Elect Director Elliot S. Kaplan For For Management
1.3 Elect Director Sanjay Khosla For For Management
1.4 Elect Director George L. Mikan III For For Management
1.5 Elect Director Matthew H. Paull For For Management
1.6 Elect Director Richard M. Schulze For For Management
1.7 Elect Director Hatim A. Tyabji For For Management
1.8 Elect Director Gerard R. Vittecoq For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
4 Reduce Supermajority Vote Requirement For For Management
5 Reduce Supermajority Vote Requirement For For Management
6 Reduce Supermajority Vote Requirement For For Management
7 Reduce Supermajority Vote Requirement For For Management
8 Reduce Supermajority Vote Requirement For For Management
9 Reduce Supermajority Vote Requirement For For Management
- --------------------------------------------------------------------------------
BRISTOL-MYERS SQUIBB CO.
Ticker: BMY Security ID: 110122108
Meeting Date: MAY 5, 2009 Meeting Type: Annual
Record Date: MAR 12, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director L. Andreotti For For Management
2 Elect Director L. B. Campbell For For Management
3 Elect Director J. M. Cornelius For For Management
4 Elect Director L. J. Freeh For For Management
5 Elect Director L. H. Glimcher For For Management
6 Elect Director M. Grobstein For For Management
7 Elect Director L. Johansson For For Management
8 Elect Director A. J. Lacy For For Management
9 Elect Director V. L. Sato For For Management
10 Elect Director T. D. West, Jr. For For Management
11 Elect Director R. S. Williams For For Management
12 Ratify Auditors For For Management
13 Increase Disclosure of Executive Against Against Shareholder
Compensation
14 Reduce Supermajority Vote Requirement Against Against Shareholder
15 Amend Articles/Bylaws/Charter -- Call Against For Shareholder
Special Meetings
16 Advisory Vote to Ratify Named Executive Against Against Shareholder
Officers' Compensation
- --------------------------------------------------------------------------------
CLEVELAND-CLIFFS INC.
Ticker: CLF Security ID: 185896107
Meeting Date: OCT 3, 2008 Meeting Type: Proxy Contest
Record Date: SEP 2, 2008
# Proposal Mgt Rec Vote Cast Sponsor
Management Proxy (White Card)
1 Approve Control Share Acquisition Against Did Not Vote Shareholder
# Proposal Diss Rec Vote Cast Sponsor
Dissident Proxy (Green Card)
1 Approve Control Share Acquisition For For Shareholder
2 Adjourn Meeting For For Management
- --------------------------------------------------------------------------------
COLGATE-PALMOLIVE CO.
Ticker: CL Security ID: 194162103
Meeting Date: MAY 8, 2009 Meeting Type: Annual
Record Date: MAR 9, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John T. Cahill For For Management
1.2 Elect Director Jill K. Conway For For Management
1.3 Elect Director Ian Cook For For Management
1.4 Elect Director Ellen M. Hancock For For Management
1.5 Elect Director David W. Johnson For For Management
1.6 Elect Director Richard J. Kogan For For Management
1.7 Elect Director Delano E. Lewis For For Management
1.8 Elect Director J. Pedro Reinhard For For Management
1.9 Elect Director Stephen I. Sadove For For Management
2 Ratify Auditors For For Management
3 Approve Omnibus Stock Plan For For Management
4 Advisory Vote to Ratify Named Executive Against Against Shareholder
Officers' Compensation
- --------------------------------------------------------------------------------
DOLLAR TREE INC.
Ticker: DLTR Security ID: 256746108
Meeting Date: JUN 18, 2009 Meeting Type: Annual
Record Date: APR 17, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Arnold S. Barron For For Management
1.2 Elect Director J. Douglas Perry For For Management
1.3 Elect Director Thomas A. Saunders III For For Management
1.4 Elect Director Carl P. Zeithaml For For Management
2 Declassify the Board of Directors Against For Shareholder
- --------------------------------------------------------------------------------
DOMINION RESOURCES, INC.
Ticker: D Security ID: 25746U109
Meeting Date: MAY 5, 2009 Meeting Type: Annual
Record Date: FEB 27, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Peter W. Brown For For Management
1.2 Elect Director George A. Davidson, Jr. For For Management
1.3 Elect Director Thomas F. Farrell, II For For Management
1.4 Elect Director John W. Harris For For Management
1.5 Elect Director Robert S. Jepson, Jr. For For Management
1.6 Elect Director Mark J. Kington For For Management
1.7 Elect Director Benjamin J. Lambert, III For For Management
1.8 Elect Director Margaret A. McKenna For For Management
1.9 Elect Director Frank S. Royal For For Management
1.10 Elect Director David A. Wollard For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
4 Establish Fossil-Fuel-Free Energy Goal Against Against Shareholder
5 Advisory Vote to Ratify Named Executive Against Against Shareholder
Officers' Compensation
6 Submit SERP to Shareholder Vote Against Against Shareholder
- --------------------------------------------------------------------------------
ELI LILLY AND CO.
Ticker: LLY Security ID: 532457108
Meeting Date: APR 20, 2009 Meeting Type: Annual
Record Date: FEB 13, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Martin S. Feldstein For For Management
1.2 Elect Director J. Erik Fyrwald For For Management
1.3 Elect Director Ellen R. Marram For For Management
1.4 Elect Director Douglas R. Oberhelman For For Management
2 Ratify Auditors For For Management
3 Declassify the Board of Directors For For Management
4 Amend Executive Incentive Bonus Plan For For Management
5 Reduce Supermajority Vote Requirement Against For Shareholder
6 Amend Vote Requirements to Amend Against For Shareholder
Articles/Bylaws/Charter
7 Advisory Vote to Ratify Named Executive Against Against Shareholder
Officers' Compensation
- --------------------------------------------------------------------------------
ENERGY TRANSFER PARTNERS L P
Ticker: ETP Security ID: 29273R109
Meeting Date: DEC 16, 2008 Meeting Type: Annual
Record Date: NOV 21, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 APPROVAL OF THE TERMS OF THE ENERGY For For Management
TRANSFER PARTNERS, L.P. 2008 LONG-TERM
INCENTIVE PLAN
- --------------------------------------------------------------------------------
EXELON CORPORATION
Ticker: EXC Security ID: 30161N101
Meeting Date: APR 28, 2009 Meeting Type: Annual
Record Date: MAR 2, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John A. Canning, Jr. For For Management
1.2 Elect Director M. Walter D'Alessio For For Management
1.3 Elect Director Bruce DeMars For For Management
1.4 Elect Director Nelson A. Diaz For For Management
1.5 Elect Director Rosemarie B. Greco For For Management
1.6 Elect Director Paul L. Joskow For For Management
1.7 Elect Director John M. Palms For For Management
1.8 Elect Director John W. Rogers, Jr. For For Management
1.9 Elect Director John W. Rowe For For Management
1.10 Elect Director Stephen D. Steinour For For Management
2 Approve Executive Incentive Bonus Plan For For Management
3 Ratify Auditors For For Management
4 Report on Global Warming Against Against Shareholder
- --------------------------------------------------------------------------------
EXPRESS SCRIPTS, INC.
Ticker: ESRX Security ID: 302182100
Meeting Date: MAY 27, 2009 Meeting Type: Annual
Record Date: MAR 31, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Gary G. Benanav For For Management
1.2 Elect Director Frank J. Borelli For For Management
1.3 Elect Director Maura C. Breen For For Management
1.4 Elect Director Nicholas J. LaHowchic For For Management
1.5 Elect Director Thomas P. Mac Mahon For For Management
1.6 Elect Director Frank Mergenthaler For For Management
1.7 Elect Director Woodrow A Myers, Jr, MD For For Management
1.8 Elect Director John O. Parker, Jr. For For Management
1.9 Elect Director George Paz For For Management
1.10 Elect Director Samuel K. Skinner For For Management
1.11 Elect Director Seymour Sternberg For For Management
1.12 Elect Director Barrett A. Toan For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
FISERV, INC.
Ticker: FISV Security ID: 337738108
Meeting Date: MAY 20, 2009 Meeting Type: Annual
Record Date: MAR 27, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director D. P. Kearney For For Management
1.2 Elect Director P. J. Kight For For Management
1.3 Elect Director J. W. Yabuki For For Management
2 Amend Qualified Employee Stock Purchase For For Management
Plan
3 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
FLOWERS FOODS, INC.
Ticker: FLO Security ID: 343498101
Meeting Date: JUN 5, 2009 Meeting Type: Annual
Record Date: APR 3, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Joe E. Beverly For For Management
1.2 Elect Director Amos R. McMullian For For Management
1.3 Elect Director J.V. Shields, Jr. For For Management
2 Amend Omnibus Stock Plan For For Management
3 Approve Executive Incentive Bonus Plan For For Management
4 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
FLUOR CORP.
Ticker: FLR Security ID: 343412102
Meeting Date: MAY 6, 2009 Meeting Type: Annual
Record Date: MAR 10, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Peter K. Barker For For Management
1.2 Elect Director Alan L. Boeckmann For For Management
1.3 Elect Director Vilma S. Martinez For For Management
1.4 Elect Director Dean R. O'Hare For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
FMC CORP.
Ticker: FMC Security ID: 302491303
Meeting Date: APR 28, 2009 Meeting Type: Annual
Record Date: MAR 3, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Patricia A. Buffler For For Management
1.2 Elect Director G. Peter D'Aloia For For Management
1.3 Elect Director C. Scott Greer For For Management
1.4 Elect Director Paul J. Norris For For Management
1.5 Elect Director Dirk A. Kempthorne For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
GENERAL DYNAMICS CORP.
Ticker: GD Security ID: 369550108
Meeting Date: MAY 6, 2009 Meeting Type: Annual
Record Date: MAR 9, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Nicholas D. Chabraja For For Management
2 Elect Director James S. Crown For For Management
3 Elect Director William P. Fricks For For Management
4 Elect Director Jay L. Johnson For For Management
5 Elect Director George A. Joulwan For For Management
6 Elect Director Paul G. Kaminski For For Management
7 Elect Director John M. Keane For For Management
8 Elect Director Deborah J. Lucas For For Management
9 Elect Director Lester L. Lyles For For Management
10 Elect Director J. Christopher Reyes For For Management
11 Elect Director Robert Walmsley For For Management
12 Approve Omnibus Stock Plan For Against Management
13 Approve Nonqualified Employee Stock For Against Management
Purchase Plan
14 Ratify Auditors For For Management
15 Report on Space-based Weapons Program Against Against Shareholder
16 Adopt a Policy in which the Company Against Against Shareholder
will not Make or Promise to Make Any
Death Benefit Payments to Senior
Executives
- --------------------------------------------------------------------------------
GILEAD SCIENCES, INC.
Ticker: GILD Security ID: 375558103
Meeting Date: MAY 6, 2009 Meeting Type: Annual
Record Date: MAR 9, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Paul Berg For For Management
1.2 Elect Director John F. Cogan For For Management
1.3 Elect Director Etienne F. Davignon For For Management
1.4 Elect Director James M. Denny For For Management
1.5 Elect Director Carla A. Hills For For Management
1.6 Elect Director John W. Madigan For For Management
1.7 Elect Director John C. Martin For For Management
1.8 Elect Director Gordon E. Moore For For Management
1.9 Elect Director Nicholas G. Moore For For Management
1.10 Elect Director Richard J. Whitley For For Management
1.11 Elect Director Gayle E. Wilson For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For Against Management
- --------------------------------------------------------------------------------
GOODRICH CORPORATION
Ticker: GR Security ID: 382388106
Meeting Date: APR 21, 2009 Meeting Type: Annual
Record Date: MAR 2, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Diane C. Creel For For Management
1.2 Elect Director George A. Davidson, Jr. For For Management
1.3 Elect Director Harris E. DeLoach, Jr. For For Management
1.4 Elect Director James W. Griffith For For Management
1.5 Elect Director William R. Holland For For Management
1.6 Elect Director John P. Jumper For For Management
1.7 Elect Director Marshall O. Larsen For For Management
1.8 Elect Director Lloyd W. Newton For For Management
1.9 Elect Director Douglas E. Olesen For For Management
1.10 Elect Director Alfred M. Rankin, Jr. For For Management
1.11 Elect Director A. Thomas Young For For Management
2 Ratify Auditors For For Management
3 Require a Majority Vote for the Against Against Shareholder
Election of Directors
- --------------------------------------------------------------------------------
HEWLETT-PACKARD COMPANY
Ticker: HPQ Security ID: 428236103
Meeting Date: MAR 18, 2009 Meeting Type: Annual
Record Date: JAN 20, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Lawrence T. Babbio, Jr. For For Management
2 Elect Director Sari M. Baldauf For For Management
3 Elect Director Rajiv L. Gupta For For Management
4 Elect Director John H. Hammergren For For Management
5 Elect Director Mark V. Hurd For For Management
6 Elect Director Joel Z. Hyatt For For Management
7 Elect Director John R. Joyce For For Management
8 Elect Director Robert L. Ryan For For Management
9 Elect Director Lucille S. Salhany For For Management
10 Elect Director G. Kennedy Thompson For For Management
11 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
HUDSON CITY BANCORP, INC.
Ticker: HCBK Security ID: 443683107
Meeting Date: APR 21, 2009 Meeting Type: Annual
Record Date: MAR 2, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Denis J. Salamone For For Management
1.2 Elect Director Michael W. Azzara For For Management
1.3 Elect Director Victoria H. Bruni For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
INTERNATIONAL BUSINESS MACHINES CORP.
Ticker: IBM Security ID: 459200101
Meeting Date: APR 28, 2009 Meeting Type: Annual
Record Date: FEB 27, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director A. J. P. Belda For For Management
1.2 Elect Director C. Black For For Management
1.3 Elect Director W. R. Brody For For Management
1.4 Elect Director K. I. Chenault For For Management
1.5 Elect Director M. L. Eskew For For Management
1.6 Elect Director S. A. Jackson For For Management
1.7 Elect Director T. Nishimuro For For Management
1.8 Elect Director J. W. Owens For For Management
1.9 Elect Director S. J. Palmisano For For Management
1.10 Elect Director J. E. Spero For For Management
1.11 Elect Director S. Taurel For For Management
1.12 Elect Director L. H. Zambrano For For Management
2 Ratify Auditors For For Management
3 Approve Executive Incentive Bonus Plan For For Management
4 Provide for Cumulative Voting Against Against Shareholder
5 Review Executive Compensation Against Against Shareholder
6 Advisory Vote to Ratify Named Executive Against Against Shareholder
Officers' Compensation
- --------------------------------------------------------------------------------
ITT EDUCATIONAL SERVICES, INC.
Ticker: ESI Security ID: 45068B109
Meeting Date: MAY 5, 2009 Meeting Type: Annual
Record Date: MAR 6, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Joanna T. Lau For For Management
1.2 Elect Director Samuel L. Odle For For Management
1.3 Elect Director John A. Yena For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
JOHNSON & JOHNSON
Ticker: JNJ Security ID: 478160104
Meeting Date: APR 23, 2009 Meeting Type: Annual
Record Date: FEB 24, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Mary Sue Coleman For For Management
1.2 Elect Director James G. Cullen For For Management
1.3 Elect Director Michael M.E. Johns For For Management
1.4 Elect Director Arnold G. Langbo For For Management
1.5 Elect Director Susan L. Lindquist For For Management
1.6 Elect Director Leo F. Mullin For For Management
1.7 Elect Director Wiliam D. Perez For For Management
1.8 Elect Director Charles Prince For For Management
1.9 Elect Director David Satcher For For Management
1.10 Elect Director William C. Weldon For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named Executive Against Against Shareholder
Officers' Compensation
- --------------------------------------------------------------------------------
KROGER CO., THE
Ticker: KR Security ID: 501044101
Meeting Date: JUN 25, 2009 Meeting Type: Annual
Record Date: APR 27, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Reuben V. Anderson For For Management
2 Elect Director Robert D. Beyer For For Management
3 Elect Director David B. Dillon For For Management
4 Elect Director Susan J. Kropf For For Management
5 Elect Director John T. Lamacchia For For Management
6 Elect Director David B. Lewis For For Management
7 Elect Director Don W. Mcgeorge For For Management
8 Elect Director W. Rodney Mcmullen For For Management
9 Elect Director Jorge P. Montoya For For Management
10 Elect Director Clyde R. Moore For For Management
11 Elect Director Susan M. Phillips For For Management
12 Elect Director Steven R. Rogel For For Management
13 Elect Director James A. Runde For For Management
14 Elect Director Ronald L. Sargent For For Management
15 Elect Director Bobby S. Shackouls For For Management
16 Ratify Auditors For For Management
17 Increase Purchasing of Cage Free Eggs Against Against Shareholder
18 Require a Majority Vote for the Against Against Shareholder
Election of Directors
- --------------------------------------------------------------------------------
L-3 COMMUNICATIONS HOLDINGS, INC.
Ticker: LLL Security ID: 502424104
Meeting Date: APR 28, 2009 Meeting Type: Annual
Record Date: MAR 2, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert B. Millard For For Management
1.2 Elect Director Arthur L. Simon For For Management
2 Approve Qualified Employee Stock For For Management
Purchase Plan
3 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
MCDONALD'S CORP.
Ticker: MCD Security ID: 580135101
Meeting Date: MAY 27, 2009 Meeting Type: Annual
Record Date: MAR 30, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Robert A. Eckert For For Management
2 Elect Director Enrique Hernandez, Jr. For For Management
3 Elect Director Jeanne P. Jackson For For Management
4 Elect Director Andrew J. McKenna For For Management
5 Ratify Auditors For For Management
6 Amend Omnibus Stock Plan For For Management
7 Approve Executive Incentive Bonus Plan For For Management
8 Advisory Vote to Ratify Named Executive Against Against Shareholder
Officers' Compensation
9 Phase out Sales of Eggs from Battery Against Against Shareholder
Cage Hens
- --------------------------------------------------------------------------------
MCKESSON CORPORATION
Ticker: MCK Security ID: 58155Q103
Meeting Date: JUL 23, 2008 Meeting Type: Annual
Record Date: MAY 30, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Andy D. Bryant For For Management
2 Elect Director Wayne A. Budd For For Management
3 Elect Director John H. Hammergren For For Management
4 Elect Director Alton F. Irby III For For Management
5 Elect Director M. Christine Jacobs For For Management
6 Elect Director Marie L. Knowles For For Management
7 Elect Director David M. Lawrence For For Management
8 Elect Director Edward A. Mueller For For Management
9 Elect Director James V. Napier For For Management
10 Elect Director Jane E. Shaw For For Management
11 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
NATIONAL OILWELL VARCO, INC.
Ticker: NOV Security ID: 637071101
Meeting Date: MAY 13, 2009 Meeting Type: Annual
Record Date: MAR 23, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Merrill A. Miller, Jr. For For Management
1.2 Elect Director Greg L. Armstrong For For Management
1.3 Elect Director David D. Harrison For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
- --------------------------------------------------------------------------------
NATIONAL SEMICONDUCTOR CORP.
Ticker: NSM Security ID: 637640103
Meeting Date: SEP 25, 2008 Meeting Type: Annual
Record Date: JUL 28, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Brian L. Halla For For Management
2 Elect Director Steven R. Appleton For For Management
3 Elect Director Gary P. Arnold For For Management
4 Elect Director Richard J. Danzig For For Management
5 Elect Director John T. Dickson For For Management
6 Elect Director Robert J. Frankenberg For For Management
7 Elect Director Modesto A. Maidique For For Management
8 Elect Director Edward R. McCracken For For Management
9 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
NEW YORK COMMUNITY BANCORP, INC.
Ticker: NYB Security ID: 649445103
Meeting Date: JUN 10, 2009 Meeting Type: Annual
Record Date: APR 16, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Maureen E. Clancy For For Management
1.2 Elect Director Robert S. Farrell For For Management
1.3 Elect Director Joseph R. Ficalora For For Management
1.4 Elect Director James J. O'Donovan For For Management
1.5 Elect Director Hanif W. Dahya For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
NOBLE CORPORATION
Ticker: NE Security ID: G65422100
Meeting Date: MAR 17, 2009 Meeting Type: Special
Record Date: FEB 10, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Change Country of Incorporation to For For Management
Switzerland Through a Scheme of
Arrangement
2 Adjourn Meeting For For Management
- --------------------------------------------------------------------------------
NOBLE CORPORATION
Ticker: NE Security ID: H5833N103
Meeting Date: MAY 28, 2009 Meeting Type: Annual
Record Date: APR 14, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Approval Of The Payment Of A Dividend For Did Not Vote Management
Through A Reduction Of Thepar Value Of
The Shares In An Amount Equal To Swiss
Francs 0.25
2.1 Director Julie H. Edwards For Did Not Vote Management
2.2 Director Marc E. Leland For Did Not Vote Management
2.3 Director David W. Williams For Did Not Vote Management
3 Approval Of The Appointment Of For Did Not Vote Management
Pricewaterhousecoopers Llp Asnoble
Corporation S Independent Registered
Public Accountingfirm For 2009
4 Amend Articles Re: (Non-Routine) For Did Not Vote Management
- --------------------------------------------------------------------------------
NSTAR
Ticker: NST Security ID: 67019E107
Meeting Date: APR 30, 2009 Meeting Type: Annual
Record Date: MAR 3, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Thomas G. Dignan, Jr. For For Management
1.2 Elect Director Matina S. Horner For For Management
1.3 Elect Director Gerald L. Wilson For For Management
2 Ratify Auditors For For Management
3 Adopt Majority Voting for Uncontested For For Management
Election of Directors
- --------------------------------------------------------------------------------
OMNICARE, INC.
Ticker: OCR Security ID: 681904108
Meeting Date: MAY 22, 2009 Meeting Type: Annual
Record Date: APR 3, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director John T. Crotty For For Management
2 Elect Director Joel F. Gemunder For For Management
3 Elect Director Steven J. Heyer For For Management
4 Elect Director Sandra E. Laney For For Management
5 Elect Director Andrea R. Lindell For For Management
6 Elect Director James D. Shelton For For Management
7 Elect Director John H. Timoney For For Management
8 Elect Director Amy Wallman For For Management
9 Amend Executive Incentive Bonus Plan For For Management
10 Amend Omnibus Stock Plan For For Management
11 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
OPEN TEXT CORP.
Ticker: OTC Security ID: 683715106
Meeting Date: DEC 9, 2008 Meeting Type: Annual/Special
Record Date: NOV 3, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect as Director - P Thomas Jenkins For For Management
1.2 Elect as Director - John Shackleton For For Management
1.3 Elect as Director - H Garfield Emerson For For Management
1.4 Elect as Director - Randy Fowlie For For Management
1.5 Elect as Director - Gail Hamilton For For Management
1.6 Elect as Director - Brian Jackman For For Management
1.7 Elect as Director - Stephen J Sadler For For Management
1.8 Elect as Director - Michael Slaunwhite For For Management
1.9 Elect as Director - Katharine B For For Management
Stevenson
2 Approve KPMG LLP as Auditors and For For Management
Authorize Board to Fix Their
Remuneration
3 Approve Stock Option Plan For For Management
- --------------------------------------------------------------------------------
PFIZER INC.
Ticker: PFE Security ID: 717081103
Meeting Date: APR 23, 2009 Meeting Type: Annual
Record Date: FEB 24, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Dennis A. Ausiello For For Management
1.2 Elect Director Michael S. Brown For For Management
1.3 Elect Director M. Anthony Burns For For Management
1.4 Elect Director Robert N. Burt For For Management
1.5 Elect Director W. Don Cornwell For For Management
1.6 Elect Director William H. Gray, III For For Management
1.7 Elect Director Constance J. Horner For For Management
1.8 Elect Director James M. Kilts For For Management
1.9 Elect Director Jeffrey B. Kindler For For Management
1.10 Elect Director George A. Lorch For For Management
1.11 Elect Director Dana G. Mead For For Management
1.12 Elect Director Suzanne Nora Johnson For For Management
1.13 Elect Director Stephen W. Sanger For For Management
1.14 Elect Director William C. Steere, Jr. For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For Against Management
4 Limit/Prohibit Executive Stock-Based Against Against Shareholder
Awards
5 Advisory Vote to Ratify Named Executive Against Against Shareholder
Officers' Compensation
6 Provide for Cumulative Voting Against Against Shareholder
7 Amend Bylaws -- Call Special Meetings Against For Shareholder
- --------------------------------------------------------------------------------
RAYTHEON CO.
Ticker: RTN Security ID: 755111507
Meeting Date: MAY 28, 2009 Meeting Type: Annual
Record Date: APR 3, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Vernon E. Clark For For Management
2 Elect Director John M. Deutch For For Management
3 Elect Director Frederic M. Poses For For Management
4 Elect Director Michael C. Ruettgers For For Management
5 Elect Director Ronald L. Skates For For Management
6 Elect Director William R. Spivey For For Management
7 Elect Director Linda G. Stuntz For For Management
8 Elect Director William H. Swanson For For Management
9 Ratify Auditors For For Management
10 Advisory Vote to Ratify Named Executive Against Against Shareholder
Officers' Compensation
11 Amend Articles/Bylaws/Charter -- Call Against For Shareholder
Special Meetings
12 Provide for Cumulative Voting Against Against Shareholder
13 Adopt Principles for Health Care Reform Against Against Shareholder
14 Submit SERP to Shareholder Vote Against Against Shareholder
- --------------------------------------------------------------------------------
REINSURANCE GROUP OF AMERICA, INCORPORATED
Ticker: RGA.A Security ID: 759351406
Meeting Date: NOV 25, 2008 Meeting Type: Special
Record Date: OCT 17, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Reclassification of Common For For Management
Stock
2 Amend Articles of Incorporation to For For Management
Eliminate Provisions Relating to Class
B Common Stock and Dual Class Common
Stock Structure
3 Adjourn Meeting For For Management
- --------------------------------------------------------------------------------
REINSURANCE GROUP OF AMERICA, INCORPORATED
Ticker: RGA Security ID: 759351604
Meeting Date: MAY 20, 2009 Meeting Type: Annual
Record Date: MAR 19, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John F. Danahy For For Management
1.2 Elect Director Arnoud W. A. Boot For For Management
1.3 Elect Director Stuart I. Greenbaum For For Management
1.4 Elect Director A. Greig Woodring For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
ROSS STORES, INC.
Ticker: ROST Security ID: 778296103
Meeting Date: MAY 20, 2009 Meeting Type: Annual
Record Date: MAR 27, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Michael Balmuth For For Management
1.2 Elect Director K. Gunnar Bjorklund For For Management
1.3 Elect Director Sharon D. Garrett For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
SAFEWAY INC.
Ticker: SWY Security ID: 786514208
Meeting Date: MAY 13, 2009 Meeting Type: Annual
Record Date: MAR 16, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Steven A. Burd For For Management
1.2 Elect Director Janet E. Grove For For Management
1.3 Elect Director Mohan Gyani For For Management
1.4 Elect Director Paul Hazen For For Management
1.5 Elect Director Frank C. Herringer For For Management
1.6 Elect Director Robert I. MacDonnell For For Management
1.7 Elect Director Kenneth W. Oder For For Management
1.8 Elect Director Rebecca A. Stirn For For Management
1.9 Elect Director William Y. Tauscher For For Management
1.10 Elect Director Raymond G. Viault For For Management
2 Ratify Auditors For For Management
3 Provide for Cumulative Voting Against Against Shareholder
4 Amend Articles/Bylaws/Charter -- Call Against For Shareholder
Special Meetings
5 Adopt a Policy in which the Company Against Against Shareholder
will not Make or Promise to Make Any
Death Benefit Payments to Senior
Executives
- --------------------------------------------------------------------------------
STATE STREET CORP. (BOSTON)
Ticker: STT Security ID: 857477103
Meeting Date: MAY 20, 2009 Meeting Type: Annual
Record Date: MAR 13, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director K. Burnes For For Management
1.2 Elect Director P. Coym For For Management
1.3 Elect Director P. de Saint-Aignan For For Management
1.4 Elect Director A. Fawcett For For Management
1.5 Elect Director D. Gruber For For Management
1.6 Elect Director L. Hill For For Management
1.7 Elect Director R. Kaplan For For Management
1.8 Elect Director C. LaMantia For For Management
1.9 Elect Director R. Logue For For Management
1.10 Elect Director R. Sergel For For Management
1.11 Elect Director R. Skates For For Management
1.12 Elect Director G. Summe For For Management
1.13 Elect Director R. Weissman For For Management
2 Adopt Majority Voting for Uncontested For For Management
Election of Directors
3 Amend Omnibus Stock Plan For For Management
4 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
5 Ratify Auditors For For Management
6 Limit Auditor from Providing Non-Audit Against Against Shareholder
Services
- --------------------------------------------------------------------------------
STRYKER CORP.
Ticker: SYK Security ID: 863667101
Meeting Date: APR 29, 2009 Meeting Type: Annual
Record Date: MAR 2, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John W. Brown For For Management
1.2 Elect Director Howard E. Cox. Jr. For For Management
1.3 Elect Director Donald M. Engelman For For Management
1.4 Elect Director Louise L. Francesconi For For Management
1.5 Elect Director Howard L. Lance For For Management
1.6 Elect Director Stephen P. MacMillan For For Management
1.7 Elect Director William U. Parfet For For Management
1.8 Elect Director Ronda E. Stryker For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
SUNOCO, INC.
Ticker: SUN Security ID: 86764P109
Meeting Date: MAY 7, 2009 Meeting Type: Annual
Record Date: FEB 9, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director R. J. Darnall For For Management
1.2 Elect Director G. W. Edwards For For Management
1.3 Elect Director L. L. Elsenhans For For Management
1.4 Elect Director U. O. Fairbairn For For Management
1.5 Elect Director T. P. Gerrity For For Management
1.6 Elect Director R. B. Greco For For Management
1.7 Elect Director J. P. Jones, III For For Management
1.8 Elect Director J. G. Kaiser For For Management
1.9 Elect Director J. W. Rowe For For Management
1.10 Elect Director J. K. Wulff For For Management
2 Amend Non-Employee Director Stock For For Management
Option Plan
3 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
TORCHMARK CORP.
Ticker: TMK Security ID: 891027104
Meeting Date: APR 30, 2009 Meeting Type: Annual
Record Date: MAR 2, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director David L. Boren For For Management
1.2 Elect Director M. Jane Buchan For For Management
1.3 Elect Director Robert W. Ingram For For Management
1.4 Elect Director Paul J. Zucconi For For Management
2 Ratify Auditors For For Management
3 Adopt Majority Voting for Uncontested For For Management
Election of Directors
- --------------------------------------------------------------------------------
TRANSOCEAN LTD.
Ticker: RIG Security ID: H8817H100
Meeting Date: MAY 15, 2009 Meeting Type: Annual
Record Date: MAR 18, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 APPROVAL OF THE 2008 ANNUAL REPORT, THE For Did Not Vote Management
CONSOLIDATED FINANCIALSTATEMENTS OF
TRANSOCEAN LTD. FOR FISCAL YEAR 2008
AND THESTATUTORY FINANCIAL STATEMENTS
OF TRANSOCEAN LTD.
2 DISCHARGE OF THE MEMBERS OF THE BOARD For Did Not Vote Management
OF DIRECTORS AND THEEXECUTIVE OFFICERS
FOR FISCAL YEAR 2008
3 APPROPRIATION OF THE AVAILABLE RETAINED For Did Not Vote Management
EARNINGS WITHOUT PAYMENTOF A DIVIDEND
TO SHAREHOLDERS FOR FISCAL YEAR 2008
AND RELEASEOF CHF 3.5 BILLION OF LEGAL
RESERVES TO OTHER RESERVES.
4 AUTHORIZATION OF A SHARE REPURCHASE For Did Not Vote Management
PROGRAM
5 APPROVAL OF THE LONG-TERM INCENTIVE For Did Not Vote Management
PLAN OF TRANSOCEAN LTD. INTHE FORM AS
AMENDED AND RESTATED EFFECTIVE AS OF
2/12/09
6 REELECTION OF CLASS I DIRECTOR FOR A For Did Not Vote Management
THREE YEAR TERM:W. RICHARD ANDERSON
7 REELECTION OF CLASS I DIRECTOR FOR A For Did Not Vote Management
THREE YEAR TERM:RICHARD L. GEORGE
8 REELECTION OF CLASS I DIRECTOR FOR A For Did Not Vote Management
THREE YEAR TERM:ROBERT L. LONG
9 REELECTION OF CLASS I DIRECTOR FOR A For Did Not Vote Management
THREE YEAR TERM:EDWARD R. MULLER
10 REELECTION OF CLASS III DIRECTOR FOR A For Did Not Vote Management
TWO-YEAR TERM:VICTOR E. GRIJALVA
11 APPOINTMENT OF ERNST & YOUNG LLP AS For Did Not Vote Management
TRANSOCEAN LTD. SINDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL
YEAR2009 AND REELECTION OF ERNST &
YOUNG LTD., ZURICH, AS TRANSOCEANLTD. S
AUDITOR PURSUANT TO THE SWISS CODE OF
OBLIGATIONS FOR AFURTHER ONE-YEA
- --------------------------------------------------------------------------------
UNION PACIFIC CORP.
Ticker: UNP Security ID: 907818108
Meeting Date: MAY 14, 2009 Meeting Type: Annual
Record Date: MAR 6, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Andrew H. Card, Jr. For For Management
1.2 Elect Director Erroll B. Davis, Jr. For For Management
1.3 Elect Director Thomas J. Donohue For For Management
1.4 Elect Director Archie W. Dunham For For Management
1.5 Elect Director Judith Richards Hope For For Management
1.6 Elect Director Charles C. Krulak For For Management
1.7 Elect Director Michael R. McCarthy For For Management
1.8 Elect Director Michael W. McConnell For For Management
1.9 Elect Director Thomas F. McLarty III For For Management
1.10 Elect Director Steven R. Rogel For For Management
1.11 Elect Director Jose H. Villarreal For For Management
1.12 Elect Director James R. Young For For Management
2 Ratify Auditors For For Management
3 Report on Political Contributions Against Against Shareholder
- --------------------------------------------------------------------------------
UNUM GROUP
Ticker: UNM Security ID: 91529Y106
Meeting Date: MAY 22, 2009 Meeting Type: Annual
Record Date: MAR 25, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Pamela H. Godwin For For Management
1.2 Elect Director Thomas Kinser For For Management
1.3 Elect Director A.S. MacMillan, Jr. For For Management
1.4 Elect Director Edward J. Muhl For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
WEATHERFORD INTERNATIONAL LTD
Ticker: WFT Security ID: G95089101
Meeting Date: FEB 17, 2009 Meeting Type: Court
Record Date: DEC 15, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Reincorporation through Scheme For For Management
of Arrangement with Subsiadiary
2 Adjourn Meeting For For Management
3 Transact Other Business (Non-Voting) None None 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: MFS SERIES TRUST XII
By (Signature and Title) MARIA F. DWYER*
-------------------------------------------
Maria F. Dwyer, Principal Executive Officer
Date: August 26, 2009
*By (Signature and Title) /s/ Susan S. Newton
-------------------------------------------
Susan S. Newton, as attorney-in-fact
* Executed by Susan S. Newton on behalf of Maria F. Dwyer pursuant to a Power
of Attorney dated October 27, 2008. (1)
(1) Incorporated by reference to MFS Series Trust XIII (File Nos. 2-74959 and
811-3327) Post-Effective Amendment No. 42 filed with the SEC via EDGAR on
June 25, 2009.