UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number 811-06711
Morgan Stanley Special Growth Fund
(Exact name of registrant as specified in charter)
522 Fifth Avenue, New York, New York 10036
(Address of principal executive offices) (Zip code)
Stefanie V. Chang Yu, Esq.
Managing Director
Morgan Stanley Investment Advisors Inc.
522 Fifth Avenue
New York, New York 10036
(Name and address of agent for service)
Registrant's telephone number, including area code: 800-869-6397
Date of fiscal year end: 2/28
Date of reporting period: 7/1/08 - 6/30/09
******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-06711
Reporting Period: 07/01/2008 - 06/30/2009
Morgan Stanley Special Growth Fund
====================== MORGAN STANLEY SPECIAL GROWTH FUND ======================
ADVISORY BOARD CO., THE
Ticker: ABCO Security ID: 00762W107
Meeting Date: SEP 8, 2008 Meeting Type: Annual
Record Date: JUL 18, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Marc N. Casper For For Management
1.2 Elect Director Peter J. Grua For For Management
1.3 Elect Director Kelt Kindick For For Management
1.4 Elect Director Robert W. Musslewhite For For Management
1.5 Elect Director Mark R. Neaman For For Management
1.6 Elect Director Leon D. Shapiro For For Management
1.7 Elect Director Frank J. Williams For For Management
1.8 Elect Director Leanne M. Zumwalt For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
ALNYLAM PHARMACEUTICALS, INC.
Ticker: ALNY Security ID: 02043Q107
Meeting Date: JUN 11, 2009 Meeting Type: Annual
Record Date: APR 15, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John K. Clarke For For Management
1.2 Elect Director Vicki L. Sato For For Management
1.3 Elect Director James L. Vincent For For Management
2 Amend Stock Option Plan For For Management
3 Approve Omnibus Stock Plan For For Management
4 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
AMBASSADORS GROUP INC
Ticker: EPAX Security ID: 023177108
Meeting Date: MAY 7, 2009 Meeting Type: Annual
Record Date: MAR 23, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James M. Kalustian For For Management
1.2 Elect Director John A. Ueberroth For For Management
1.3 Elect Director Joseph J. Ueberroth For For Management
2 Ratify Auditors For For Management
3 Approve Omnibus Stock Plan For For Management
- --------------------------------------------------------------------------------
ARUZE CORP
Ticker: 6425 Security ID: J0204H106
Meeting Date: JUN 26, 2009 Meeting Type: Annual
Record Date: MAR 31, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Amend Articles To Reflect For For Management
Digitalization of Share Certificates -
Amend Business Lines
2.1 Elect Director For For Management
2.2 Elect Director For For Management
2.3 Elect Director For For Management
2.4 Elect Director For Against Management
2.5 Elect Director For For Management
2.6 Elect Director For For Management
2.7 Elect Director For Against Management
3 Approve Stock Option Plan For For Management
4 Appoint External Audit Firm For For Management
- --------------------------------------------------------------------------------
ATHENAHEALTH, INC.
Ticker: ATHN Security ID: 04685W103
Meeting Date: JUN 11, 2009 Meeting Type: Annual
Record Date: APR 15, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Richard N. Foster For For Management
1.2 Elect Director Ann H. Lamont For For Management
1.3 Elect Director James L. Mann For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
BANKRATE, INC.
Ticker: RATE Security ID: 06646V108
Meeting Date: JUN 17, 2009 Meeting Type: Annual
Record Date: APR 13, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert P. O'Block For For Management
1.2 Elect Director Randall E. Poliner For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
BJS RESTAURANTS INC
Ticker: BJRI Security ID: 09180C106
Meeting Date: JUN 3, 2009 Meeting Type: Annual
Record Date: APR 20, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Gerald W. Deitchle For For Management
1.2 Elect Director James A. Dal Pozzo For For Management
1.3 Elect Director J. Roger King For For Management
1.4 Elect Director Shann M. Brassfield For For Management
1.5 Elect Director Larry D. Bouts For For Management
1.6 Elect Director John F. Grundhofer For Withhold Management
1.7 Elect Director Peter A. Bassi For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
BLACKBOARD INC
Ticker: BBBB Security ID: 091935502
Meeting Date: JUN 4, 2009 Meeting Type: Annual
Record Date: APR 16, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Michael L. Chasen For For Management
1.2 Elect Director Thomas Kalinske For For Management
2 Amend Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
4 Other Business For Against Management
- --------------------------------------------------------------------------------
BLUE NILE, INC.
Ticker: NILE Security ID: 09578R103
Meeting Date: MAY 19, 2009 Meeting Type: Annual
Record Date: MAR 31, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Mary Alice Taylor For For Management
1.2 Elect Director Michael Potter For For Management
1.3 Elect Director Steve Scheid For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
BRASCAN RESIDENTIAL PROPERTIES SA
Ticker: Security ID: P18156102
Meeting Date: JUL 16, 2008 Meeting Type: Special
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1 Ratify Agreement for the Acquisition of For For Management
MB Engenharia SA
- --------------------------------------------------------------------------------
BRASCAN RESIDENTIAL PROPERTIES SA
Ticker: Security ID: P18156102
Meeting Date: OCT 22, 2008 Meeting Type: Special
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Agreement to Acquire Company SA For For Management
via the Shell Company Brascan SPE SP-3
SA
2 Approve Agreement to Acquire Brascan For For Management
SPE SP-3 SA
3 Appoint Acal Consultoria e Auditoria SS For For Management
to Appraise the Net Assets of Brascan
SPE SP-3 SA
4 Approve Appraisal by Acal Consultoria e For For Management
Auditoria SS
5 Approve Acquisition of Brascan SPE SP-3 For For Management
SA
6 Amend Article 5 to Reflect Changes in For For Management
Capital Derived from the Acquisition
7 Authorize the Execution of Approved For For Management
Resolutions
8 Elect Directors For For Management
9 Approve Changes to the Executive For For Management
Officer Board
- --------------------------------------------------------------------------------
BRASCAN RESIDENTIAL PROPERTIES SA
Ticker: Security ID: P18156102
Meeting Date: NOV 24, 2008 Meeting Type: Special
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1 Amend Articles 3,5, 10, 18, 19, 22, 23, For Against Management
27, and 32
2 Consolidate Articles For Against Management
3 Approve Increase in Global Remuneration For For Management
of Directors, Given the Increase in
Number of Directors
- --------------------------------------------------------------------------------
BRASCAN RESIDENTIAL PROPERTIES SA
Ticker: Security ID: P18156102
Meeting Date: APR 30, 2009 Meeting Type: Annual/Special
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1 Accept Financial Statements and For For Management
Statutory Reports for Fiscal Year Ended
Dec. 31, 2008
2 Approve Allocation of Income and For For Management
Dividends
3 Approve Remuneration of Executive For Abstain Management
Officers and Non-Executive Directors
4 Amend Article 5 to Reflect Capital For For Management
Changes Approved by the Board
- --------------------------------------------------------------------------------
BRASCAN RESIDENTIAL PROPERTIES SA
Ticker: Security ID: P18156102
Meeting Date: JUN 22, 2009 Meeting Type: Special
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
i Change Company Name to Brookfield For For Management
Incorporacoes SA, and Amend Article 1
Accordingly
ii Change Location of Company For For Management
Headquarters, and Amend Article 3
Accordingly
- --------------------------------------------------------------------------------
CARRIZO OIL & GAS, INC.
Ticker: CRZO Security ID: 144577103
Meeting Date: APR 30, 2009 Meeting Type: Annual
Record Date: MAR 12, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director S.P. Johnson IV For For Management
1.2 Elect Director Steven A. Webster For For Management
1.3 Elect Director Thomas L. Carter, Jr. For For Management
1.4 Elect Director Paul B. Loyd, Jr. For For Management
1.5 Elect Director F. Gardner Parker For For Management
1.6 Elect Director Roger A. Ramsey For For Management
1.7 Elect Director Frank A. Wojtek For For Management
2 Amend Omnibus Stock Plan For For Management
- --------------------------------------------------------------------------------
CEPHEID
Ticker: CPHD Security ID: 15670R107
Meeting Date: APR 29, 2009 Meeting Type: Annual
Record Date: MAR 4, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John L. Bishop For For Management
1.2 Elect Director Thomas D. Brown For For Management
1.3 Elect Director Dean O. Morton For For Management
2 Amend Qualified Employee Stock Purchase For For Management
Plan
3 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
CITI TRENDS INC
Ticker: CTRN Security ID: 17306X102
Meeting Date: MAY 27, 2009 Meeting Type: Annual
Record Date: MAR 30, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director R. David Alexander, Jr. For For Management
1.2 Elect Director Patricia M. Luzier For For Management
2 Approve Executive Incentive Bonus Plan For For Management
3 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
CKX INC
Ticker: CKXE Security ID: 12562M106
Meeting Date: DEC 18, 2008 Meeting Type: Annual
Record Date: NOV 7, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert F.X. Sillerman For For Management
1.2 Elect Director Simon Fuller For For Management
1.3 Elect Director Mitchell J. Slater For For Management
1.4 Elect Director Howard J. Tytel For For Management
1.5 Elect Director Edwin M. Banks For For Management
1.6 Elect Director Edward Bleier For For Management
1.7 Elect Director Jerry L. Cohen For For Management
1.8 Elect Director Carl D. Harnick For For Management
1.9 Elect Director Jack Langer For For Management
1.10 Elect Director John D. Miller For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
CLIMATE EXCHANGE PLC (FRM. CHICAGO ENVIRONMENTAL PLC)
Ticker: Security ID: G2311R103
Meeting Date: MAY 26, 2009 Meeting Type: Annual
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1 Accept Financial Statements and For For Management
Statutory Reports (Voting)
2 Approve Remuneration of Directors For For Management
3 Approve Auditors and Authorize Board to For For Management
Fix Their Remuneration
4 Approve Share Repurchase Program For For Management
- --------------------------------------------------------------------------------
COGENT COMMUNICATIONS GROUP INC
Ticker: CCOI Security ID: 19239V302
Meeting Date: APR 23, 2009 Meeting Type: Annual
Record Date: MAR 4, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Dave Schaeffer For For Management
1.2 Elect Director Steven Brooks For For Management
1.3 Elect Director Erel N. Margalit For For Management
1.4 Elect Director Timothy Weingarten For For Management
1.5 Elect Director Richard T. Liebhaber For For Management
1.6 Elect Director D. Blake Bath For Withhold Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
CONSOLIDATED-TOMOKA LAND CO.
Ticker: CTO Security ID: 210226106
Meeting Date: MAY 13, 2009 Meeting Type: Proxy Contest
Record Date: MAR 13, 2009
# Proposal Mgt Rec Vote Cast Sponsor
Management Proxy (White Card)
1.1 Elect Director Linda Loomis Shelley For Did Not Vote Management
1.2 Elect Director Jeffry B. Fuqua For Did Not Vote Management
1.3 Elect Director John J. Allen For Did Not Vote Management
1.4 Elect Director Gerald L. Degood For Did Not Vote Management
1.5 Elect Director James E. Gardner For Did Not Vote Management
1.6 Elect Director William J. Voges For Did Not Vote Management
2 Ratify Auditors For Did Not Vote Management
3 Declassify the Board of Directors Against Did Not Vote Shareholder
4 Require Independent Board Chairman Against Did Not Vote Shareholder
5 Amend Bylaws to Limit Board Size Against Did Not Vote Shareholder
# Proposal Diss Rec Vote Cast Sponsor
Dissident Proxy (Green Card)
1.1 Elect Director Dianne M. Neal For For Shareholder
1.2 Elect Director Francis G. O'Connor For For Shareholder
1.3 Elect Director Allen C. Harper For For Shareholder
1.4 Management Nominee - Linda Loomis For For Shareholder
Shelley
1.5 Management Nominee - Jeffry B. Fuqua For For Shareholder
1.6 Management Nominee - John J. Allen For For Shareholder
2 Ratify Auditors For For Management
3 Declassify the Board of Directors For For Shareholder
4 Require Independent Board Chairman For For Shareholder
5 Amend Bylaws to Limit Board Size For For Shareholder
- --------------------------------------------------------------------------------
CONTANGO OIL & GAS COMPANY
Ticker: MCF Security ID: 21075N204
Meeting Date: NOV 12, 2008 Meeting Type: Annual
Record Date: OCT 10, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Kenneth R. Peak For For Management
1.2 Elect Director B.A. Berilgen For For Management
1.3 Elect Director Jay D. Brehmer For For Management
1.4 Elect Director Charles M. Reimer For For Management
1.5 Elect Director Steven L. Schoonover For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
CORPORATE EXECUTIVE BOARD CO. (THE)
Ticker: EXBD Security ID: 21988R102
Meeting Date: JUN 11, 2009 Meeting Type: Annual
Record Date: APR 16, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Thomas L. Monahan, III For For Management
1.2 Elect Director Gregor S. Bailar For For Management
1.3 Elect Director Stephen M. Carter For For Management
1.4 Elect Director Gordon J. Coburn For For Management
1.5 Elect Director Nancy J. Karch For For Management
1.6 Elect Director David W. Kenny For For Management
1.7 Elect Director Daniel O. Leemon For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
COSTAR GROUP, INC.
Ticker: CSGP Security ID: 22160N109
Meeting Date: JUN 2, 2009 Meeting Type: Annual
Record Date: APR 6, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Michael R. Klein For For Management
1.2 Elect Director Andrew C. Florance For For Management
1.3 Elect Director David Bonderman For For Management
1.4 Elect Director Michael J. Glosserman For For Management
1.5 Elect Director Warren H. Haber For For Management
1.6 Elect Director Josiah O. Low, III For For Management
1.7 Elect Director Christopher J. Nassetta For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
CTRIP.COM INTERNATIONAL LTD.
Ticker: CTRP Security ID: 22943F100
Meeting Date: SEP 30, 2008 Meeting Type: Annual
Record Date: AUG 22, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Authorize Share Repurchase Program For For Management
- --------------------------------------------------------------------------------
DENA CO LTD
Ticker: 2432 Security ID: J1257N107
Meeting Date: JUN 27, 2009 Meeting Type: Annual
Record Date: MAR 31, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Allocation of Income, with a For For Management
Final Dividend of JPY 1800
2 Amend Articles To Reflect For For Management
Digitalization of Share Certificates -
Amend Business Lines
3.1 Elect Director For For Management
3.2 Elect Director For For Management
3.3 Elect Director For For Management
3.4 Elect Director For For Management
3.5 Elect Director For For Management
- --------------------------------------------------------------------------------
EAGLE MATERIALS INC.
Ticker: EXP Security ID: 26969P108
Meeting Date: AUG 6, 2008 Meeting Type: Annual
Record Date: JUN 11, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Laurence E. Hirsch For For Management
1.2 Elect Director Michael R. Nicolais For For Management
1.3 Elect Director Richard R. Stewart For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
FORRESTER RESEARCH INC.
Ticker: FORR Security ID: 346563109
Meeting Date: MAY 12, 2009 Meeting Type: Annual
Record Date: APR 1, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert M. Galford For For Management
1.2 Elect Director Gretchen G. Teichgraeber For For Management
2 Amend Qualified Employee Stock Purchase For For Management
Plan
3 Ratify Auditors For For Management
4 Other Business For Against Management
- --------------------------------------------------------------------------------
FX REAL ESTATE & ENTERTAINMENT INC.
Ticker: FXRE Security ID: 302709100
Meeting Date: SEP 24, 2008 Meeting Type: Annual
Record Date: AUG 4, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert F.X. Sillerman For For Management
1.2 Elect Director Paul C. Kanavos For For Management
1.3 Elect Director Barry A. Shier For For Management
1.4 Elect Director Thomas P. Benson For For Management
1.5 Elect Director David M. Ledy For For Management
1.6 Elect Director Harvey Silverman For For Management
1.7 Elect Director Michael J. Meyer For For Management
2 Approve Omnibus Stock Plan For For Management
3 Approve Stock Option Plan For For Management
4 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
GAFISA SA
Ticker: GFA Security ID: 362607301
Meeting Date: APR 30, 2009 Meeting Type: Annual/Special
Record Date: MAR 18, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Accept Financial Statements and For For Management
Statutory Reports for Fiscal Year Ended
Dec. 31, 2008
2 Approve Allocation of Income and For For Management
Dividends
3 Elect Director For For Management
4 Ratify Remuneration of Executive For Abstain Management
Officers and Non-Executive Directors
Paid During 2008, and Approve
Remuneration for 2009
5 Designate Newspapers to Publish Company For For Management
Announcements
6 Amend Articles For Against Management
- --------------------------------------------------------------------------------
GMARKET INC
Ticker: GMKT Security ID: 38012G100
Meeting Date: MAR 31, 2009 Meeting Type: Annual
Record Date: DEC 31, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Audited Financial Statements For For Management
2 Approve Total Remuneration of Inside For For Management
Directors and Outside Directors
3 Approve Stock Option Grants For For Management
4 Reelect Two Inside Directors and Five For For Management
Outside Directors
5 Elect One Inside Director For For Management
6 Amend Articles of Incorporation For For Management
regarding Preemptive Rights, Stock
Options, Public Notice for Shareholder
Meeting, Number of Directors, and
Election of Directors
- --------------------------------------------------------------------------------
GMX RESOURCES, INC.
Ticker: GMXR Security ID: 38011M108
Meeting Date: MAY 28, 2009 Meeting Type: Annual
Record Date: APR 20, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Ken L. Kenworthy, Jr. For For Management
1.2 Elect Director T.J. Boismier For For Management
1.3 Elect Director Steven Craig For For Management
1.4 Elect Director Ken L. Kenworthy, Sr. For For Management
1.5 Elect Director Jon W. "Tucker" Mchugh For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
GREENHILL & CO., INC.
Ticker: GHL Security ID: 395259104
Meeting Date: APR 22, 2009 Meeting Type: Annual
Record Date: MAR 3, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert F. Greenhill For For Management
1.2 Elect Director Scott L. Bok For For Management
1.3 Elect Director Simon A. Borrows For For Management
1.4 Elect Director John C. Danforth For For Management
1.5 Elect Director Steven F. Goldstone For For Management
1.6 Elect Director Stephen L. Key For For Management
1.7 Elect Director Robert T. Blakely For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
GREENLIGHT CAPITAL RE, LTD.
Ticker: GLRE Security ID: G4095J109
Meeting Date: JUL 10, 2008 Meeting Type: Annual
Record Date: JUN 2, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 TO ELECT SEVEN DIRECTORS OF THE COMPANY For For Management
TO SERVE ON THE BOARD OF DIRECTORS
UNTIL THE ANNUAL GENERAL MEETING OF
SHAREHOLDERS IN 2009.
2 TO ELECT SEVEN DIRECTORS OF GREENLIGHT For For Management
REINSURANCE, LTD., OR GREENLIGHT RE. TO
SERVE ON THE BOARD UNTIL THE ANNUAL
GENERAL MEETING OF SHAREHOLDERS IN 2009
OF GREENLIGHT RE.
3 TO AMEND ARTICLE 11 OF THE COMPANY S For For Management
THIRD AMENDED AND RESTATED ARTICLES OF
ASSOCIATION AS SET FORTH IN EXHIBIT A
TO THE PROXY STATEMENT.
4 RATIFY AUDITORS For For Management
5 RATIFY AUDITORS For For Management
- --------------------------------------------------------------------------------
GREENLIGHT CAPITAL RE, LTD.
Ticker: GLRE Security ID: G4095J109
Meeting Date: APR 28, 2009 Meeting Type: Annual
Record Date: MAR 6, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1a Reelect Alan Brooks as Director For For Management
1b Reelect David Einhorn as Director For For Management
1c Reelect Leonard Goldberg as Director For For Management
1d Reelect Ian Isaacs as Director For For Management
1e Reelect Frank Lackner as Director For For Management
1f Reelect Bryan Murphy as Director For For Management
1g Reelect Joseph Platt as Director For For Management
2a Reelect Alan Brooks as Subsidiary For For Management
Director
2b Reelect David Einhorn as Subsidiary For For Management
Director
2c Reelect Leonard Goldberg as Subsidiary For For Management
Director
2d Reelect Ian Isaacs as Subsidiary For For Management
Director
2e Reelect Frank Lackner as Subsidiary For For Management
Director
2f Reelect Bryan Murphy as Subsidiary For For Management
Director
2g Reelect Joseph Platt as Subsidiary For For Management
Director
3 Ratify BDO Seidman, LLP as Auditors For For Management
4 Ratify BDO Seidman, LLP as Subsidiary For For Management
Auditors
- --------------------------------------------------------------------------------
GRUPO AEROPORTUARIO DEL PACIFICO S.A.B. DE C.V.
Ticker: PAC Security ID: 400506101
Meeting Date: APR 28, 2009 Meeting Type: Annual
Record Date: APR 7, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1a Present CEO's Report For For Management
1b Present Chairman's Opinion on CEO's For For Management
Report
1c Present Report Prepared by the Chairman For For Management
of the Audit Committee and Corporate
Practices
1d Present Report of Compliance with For For Management
Fiscal Obligations
1e Present Report on Activities and other For For Management
Operations Carried Out by the Board
2 Approve Financial Statements and For Abstain Management
Auditors' Report for the Year Ended
December 31, 2008
3 Approve Allocation of Income in the For For Management
Amount of MXN 1.54 Billion for Fiscal
Year 2008
4a Approve Allocation of MXN 1.2 Billion For For Management
to Dividends or MXN 2.14 per Share:
First Payment of MXN 870 Million or MXN
1.55 per Share Payable from May 25,
2009
4b Approve Second Payment of Dividends of For For Management
MXN 330 Million or MXN 0.59 per Share
Payable from Oct. 31, 2009
5 Set Aggregate Nominal Amount of Share For For Management
Repurchase Reserve to MXN 864.6 Million
in Accordance with Article 56 of the
Securities Market Law; Void
Authorization Approved at the 2008 AGM
of MXN 55 Million
6 Designate Four Members of the Board of For Abstain Management
Directors and their Respective
Alternates by Series "BB" Shareholders
7 Discuss and Propose the Election of For For Management
Board Members by Series "B"
Shareholders that Hold 10 Percent of
Share Capital
8 Designate Directors by Series "B" For Abstain Management
Shareholders by Proposal of the
Nominating and Compensation Committee
9 Ratify Laura Diez Barroso Azcarraga as For For Management
President of the Board of Directors in
Accordance With Article XVI of
Corporate Bylaws
10 Approve Remuneration of Directors that For Abstain Management
Integrated the Board During 2008
11 Fix Number of Members of the Nominating For Abstain Management
and Compensation Committee in
Accordance With Article 28 of Corporate
Bylaws
12 Approve Board of Directors Candidate For Abstain Management
Proposed and Ratified by Series "B"
Shareholders to Integrate the
Nominating and Compensation Committee
13 Fix Number of Members of Acquisition For Abstain Management
Committee
14 Ratify Audit Committee Chairman For Abstain Management
15 Present Report Regarding Individual or For Abstain Management
Accumulated Operations Greater Than $3
Million
16 Authorize Board to Ratify and Execute For For Management
Approved Resolutions
- --------------------------------------------------------------------------------
GSI COMMERCE INC
Ticker: GSIC Security ID: 36238G102
Meeting Date: JUN 18, 2009 Meeting Type: Annual
Record Date: APR 24, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Michael G. Rubin For For Management
1.2 Elect Director M. Jeffrey Branman For For Management
1.3 Elect Director Michael J. Donahue For For Management
1.4 Elect Director Ronald D. Fisher For For Management
1.5 Elect Director John A. Hunter For For Management
1.6 Elect Director Mark S. Menell For For Management
1.7 Elect Director Jeffrey F. Rayport For For Management
1.8 Elect Director Lawrence S. Smith For For Management
1.9 Elect Director Andrea M. Weiss For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
ILLUMINA, INC.
Ticker: ILMN Security ID: 452327109
Meeting Date: SEP 9, 2008 Meeting Type: Special
Record Date: JUL 28, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Increase Authorized Common Stock For For Management
- --------------------------------------------------------------------------------
ILLUMINA, INC.
Ticker: ILMN Security ID: 452327109
Meeting Date: MAY 8, 2009 Meeting Type: Annual
Record Date: MAR 16, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director A. Blaine Bowman For For Management
2 Elect Director Karin Eastham For For Management
3 Elect Director Jay T. Flatley For For Management
4 Elect Director William H. Rastetter, For For Management
Ph.D.
5 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
INFORMATION SERVICES GROUP, INC.
Ticker: IIIIU Security ID: 45675Y104
Meeting Date: MAY 18, 2009 Meeting Type: Annual
Record Date: APR 7, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Donald C. Waite Iii For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
INTEGRATED DISTRIBUTION SERVICES GROUP LTD
Ticker: 2387 Security ID: G4841P102
Meeting Date: MAY 19, 2009 Meeting Type: Annual
Record Date: MAY 11, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Accept Consolidated Financial For For Management
Statements and Statutory Reports
2 Approve Final Dividend of HK$0.22 Per For For Management
Share
3a Reelect Victor Fung Kwok King as For For Management
Director
3b Reelect John Estmond Strickland as For For Management
Director
3c Reelect Lee Hau Leung as Director For For Management
4 Reappoint PricewaterhouseCoopers as For For Management
Auditors and Authorize Board to Fix
Their Remuneration
5 Approve Issuance of Equity or For Against Management
Equity-Linked Securities without
Preemptive Rights
6 Authorize Repurchase of Up to 10 For For Management
Percent of Issued Share Capital
7 Authorize Reissuance of Repurchased For Against Management
Shares
- --------------------------------------------------------------------------------
INTERACTIVE DATA CORPORATION
Ticker: IDC Security ID: 45840J107
Meeting Date: MAY 20, 2009 Meeting Type: Annual
Record Date: MAR 27, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Raymond L. D?Arcy For For Management
1.2 Elect Director Myra R. Drucker For For Management
1.3 Elect Director Rona A. Fairhead For For Management
1.4 Elect Director Donald P. Greenberg For For Management
1.5 Elect Director Caspar J.A. Hobbs For For Management
1.6 Elect Director Philip J. Hoffman For For Management
1.7 Elect Director Robert C. Lamb, Jr. For For Management
2 Ratify Auditors For For Management
3 Approve Omnibus Stock Plan For For Management
- --------------------------------------------------------------------------------
IROBOT CORPORATION
Ticker: IRBT Security ID: 462726100
Meeting Date: MAY 28, 2009 Meeting Type: Annual
Record Date: APR 9, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Colin M. Angle For For Management
1.2 Elect Director Ronald Chwang For For Management
1.3 Elect Director Paul J. Kern For For Management
2 Ratify Auditors For For Management
3 Approve Option Exchange Program and For Against Management
Amendment to the 2005 Stock Option and
Incentive Plan
- --------------------------------------------------------------------------------
LONGTOP FINANCIAL TECHNOLOGIES LTD
Ticker: LFT Security ID: 54318P108
Meeting Date: MAR 23, 2009 Meeting Type: Annual
Record Date: FEB 12, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Hiu Kung Ka For For Management
1.2 Elect Director Wai Chau Lin For For Management
1.3 Elect Director Paul Wolansky For For Management
2 Ratify Deloitte Touche Tohmatsu CPA Ltd For For Management
as Auditors
- --------------------------------------------------------------------------------
LULULEMON ATHLETICA, INC.
Ticker: LULU Security ID: 550021109
Meeting Date: JUN 10, 2009 Meeting Type: Annual
Record Date: APR 22, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Christine M. Day For For Management
1.2 Elect Director Martha A.M. Morfitt For For Management
1.3 Elect Director Rhoda M. Pitcher For For Management
2 Ratify Auditors For For Management
3 Other Business For Against Management
- --------------------------------------------------------------------------------
MANDARIN ORIENTAL INTERNATIONAL LTD.
Ticker: Security ID: G57848106
Meeting Date: MAY 6, 2009 Meeting Type: Annual
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Financial Statements and For For Management
Auditor's Report and Declare Final
Dividend
2 Reelect Edouard Ettedgui as Director For For Management
3 Reelect Henry Keswick as Director For For Management
4 Reelect R C Kwok as Director For For Management
5 Reelect Sydney S W Leong as Director For For Management
6 Approve Auditors and Authorize Board to For For Management
Fix Their Remuneration
7 Authorize Issue of Equity or For For Management
Equity-Linked Securities with
Pre-emptive Rights up to Aggregate
Nominal Amount of USD 16.5 Million and
without Pre-emptive Rights up to
Aggregate Nominal Amount of USD 2.5
Million
8 Authorize Share Repurchase Program For For Management
- --------------------------------------------------------------------------------
MARKET LEADER INC
Ticker: LEDR Security ID: 57056R103
Meeting Date: MAY 28, 2009 Meeting Type: Annual
Record Date: APR 1, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Nicolas J. Hanauer For For Management
2 Amend Omnibus Stock Plan For For Management
- --------------------------------------------------------------------------------
MARVEL ENTERTAINMENT, INC.
Ticker: MVL Security ID: 57383T103
Meeting Date: MAY 5, 2009 Meeting Type: Annual
Record Date: MAR 9, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James W. Breyer For For Management
1.2 Elect Director Laurence N. Charney For For Management
1.3 Elect Director Richard L. Solar For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
MERCADOLIBRE, INC.
Ticker: MELI Security ID: 58733R102
Meeting Date: JUN 10, 2009 Meeting Type: Annual
Record Date: APR 15, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Martin de los Santos For For Management
1.2 Elect Director Nicolas Galperin For For Management
2 Approve Omnibus Stock Plan For For Management
- --------------------------------------------------------------------------------
MIDDLEBY CORP., THE
Ticker: MIDD Security ID: 596278101
Meeting Date: MAY 7, 2009 Meeting Type: Annual
Record Date: MAR 20, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Selim A. Bassoul For For Management
1.2 Elect Director Robert B. Lamb For For Management
1.3 Elect Director Ryan Levenson For For Management
1.4 Elect Director John R. Miller III For For Management
1.5 Elect Director Gordon O'Brien For For Management
1.6 Elect Director Philip G. Putnam For For Management
1.7 Elect Director Sabin C. Streeter For For Management
1.8 Elect Director Robert L. Yohe For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
4 Amend Omnibus Stock Plan For For Management
- --------------------------------------------------------------------------------
MORNINGSTAR, INC.
Ticker: MORN Security ID: 617700109
Meeting Date: MAY 19, 2009 Meeting Type: Annual
Record Date: MAR 23, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Joe Mansueto For For Management
2 Elect Director Don Phillips For For Management
3 Elect Director Cheryl Francis For For Management
4 Elect Director Steve Kaplan For For Management
5 Elect Director Bill Lyons For For Management
6 Elect Director Jack Noonan For For Management
7 Elect Director Frank Ptak For For Management
8 Elect Director Paul Sturm For For Management
9 Approve Executive Incentive Bonus Plan For For Management
10 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC
Ticker: EDU Security ID: 647581107
Meeting Date: MAY 11, 2009 Meeting Type: Annual
Record Date: MAR 31, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 The Resolution As Set Out In Paragraph For Against Management
1 Of The Notice Of Annual General
Meeting Regarding Amendments To The
Company's 2006 Share Incentive Plan.
2 The Resolution As Set Out In Paragraph For For Management
2 Of The Notice Of Annual General
Meeting Regarding The Appointment Of
John Zhuang Yang Asan as Independent
Director.
- --------------------------------------------------------------------------------
P.F. CHANG'S CHINA BISTRO, INC.
Ticker: PFCB Security ID: 69333Y108
Meeting Date: APR 28, 2009 Meeting Type: Annual
Record Date: MAR 2, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director F. Lane Cardwell, Jr. For For Management
1.2 Elect Director Richard L. Federico For For Management
1.3 Elect Director Lesley H. Howe For For Management
1.4 Elect Director Kenneth A. May For For Management
1.5 Elect Director M. Ann Rhoades For For Management
1.6 Elect Director James G. Shennan, Jr. For For Management
1.7 Elect Director Robert T. Vivian For For Management
1.8 Elect Director R. Michael Welborn For For Management
1.9 Elect Director Kenneth J. Wessels For For Management
2 Ratify Auditors For For Management
3 Adjourn Meeting For Against Management
- --------------------------------------------------------------------------------
PICO HOLDINGS, INC.
Ticker: PICO Security ID: 693366205
Meeting Date: MAY 15, 2009 Meeting Type: Annual
Record Date: MAR 16, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director S. Walter Foulkrod, III, For For Management
Esq.
1.2 Elect Director Richard D. Ruppert, MD For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
PREMIER EXHIBITIONS INC
Ticker: PRXI Security ID: 74051E102
Meeting Date: AUG 6, 2008 Meeting Type: Annual
Record Date: JUN 18, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Bruce Eskowitz For For Management
1.2 Elect Director Douglas Banker For For Management
1.3 Elect Director N. Nick Cretan For For Management
1.4 Elect Director Arnie Geller For For Management
1.5 Elect Director Gregg M. Goodman For For Management
1.6 Elect Director Harold W. Ingalls For For Management
1.7 Elect Director Jonathan F. Miller For For Management
1.8 Elect Director Alan B. Reed For For Management
1.9 Elect Director James S. Yaffe For For Management
2 Change State of Incorporation from For For Management
Florida to Delaware
3 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
PREMIER EXHIBITIONS INC
Ticker: PRXI Security ID: 74051E102
Meeting Date: OCT 30, 2008 Meeting Type: Annual
Record Date: SEP 9, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Douglas Banker For For Management
1.2 Elect Director N. Nick Cretan For For Management
1.3 Elect Director Arnie Geller For For Management
1.4 Elect Director Harold W. Ingalls For For Management
1.5 Elect Director Alan B. Reed For For Management
1.6 Elect Director Mark A. Hugh Sam For For Management
1.7 Elect Director Mark Sellers For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
PREMIER EXHIBITIONS INC
Ticker: PRXI Security ID: 74051E102
Meeting Date: FEB 16, 2009 Meeting Type: Proxy Contest
Record Date: DEC 18, 2008
# Proposal Mgt Rec Vote Cast Sponsor
Management Proxy (Blue Card)
1 Revoke Consent to Elect Directors For Did Not Vote Shareholder
Christopher J. Davino, William M.
Adams, Jack Jacobs, and Bruce Steinberg
# Proposal Diss Rec Vote Cast Sponsor
Dissident Proxy (White Card)
1 Elect Directors Christopher J. Davino, For For Shareholder
William M. Adams, Jack Jacobs, and
Bruce Steinberg
- --------------------------------------------------------------------------------
RISKMETRICS GROUP, INC
Ticker: RMG Security ID: 767735103
Meeting Date: JUN 16, 2009 Meeting Type: Annual
Record Date: APR 22, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Ethan Berman For For Management
2 Elect Director Lovida Coleman, Jr. For For Management
3 Elect Director Philip Duff For Against Management
4 Elect Director Stephanie Hanbury-Brown For For Management
5 Elect Director Rene Kern For For Management
6 Elect Director Christopher Mitchell For For Management
7 Elect Director Frank Noonan For For Management
8 Elect Director Lynn Sharp Paine For For Management
9 Elect Director Thomas Renyi For For Management
10 Elect Director Stephen Thieke For For Management
11 Elect Director Robert Trudeau For For Management
12 Ratify Auditors For For Management
13 Amend Omnibus Stock Plan For For Management
14 Advisory Vote on Executive Compensation For For Management
- Approve Overall Executive
Compensation Philosophy, Policies and
Procedures
15 Advisory Vote on Executive Compensation For For Management
- Approve Compensation Decisions of NEO
2008 Performance
- --------------------------------------------------------------------------------
SINA CORP. (FORMERLY SINA.COM)
Ticker: SINA Security ID: G81477104
Meeting Date: SEP 8, 2008 Meeting Type: Annual
Record Date: JUL 11, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 ELECT DIRECTOR PEHONG CHEN For For Management
1.2 ELECT DIRECTOR LIP-BU TAN For For Management
1.3 ELECT DIRECTOR YICHEN ZHANG For For Management
2 RATIFY AUDITORS For For Management
3 APPROVAL OF THE AMENDMENT AND For For Management
RESTATEMENT OF AMENDED AND RESTATED
ARTICLES OF ASSOCIATION.
- --------------------------------------------------------------------------------
STRAYER EDUCATION, INC.
Ticker: STRA Security ID: 863236105
Meeting Date: APR 28, 2009 Meeting Type: Annual
Record Date: MAR 5, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert S. Silberman For For Management
1.2 Elect Director Dr. Charlotte F. Beason For For Management
1.3 Elect Director William E. Brock For For Management
1.4 Elect Director David A. Coulter For For Management
1.5 Elect Director Robert R. Grusky For For Management
1.6 Elect Director Robert L. Johnson For For Management
1.7 Elect Director Todd A. Milano For For Management
1.8 Elect Director G. Thomas Waite, III For For Management
1.9 Elect Director J. David Wargo For For Management
2 Ratify Auditors For For Management
3 Amend Qualified Employee Stock Purchase For For Management
Plan
- --------------------------------------------------------------------------------
TECHNE CORP.
Ticker: TECH Security ID: 878377100
Meeting Date: OCT 23, 2008 Meeting Type: Annual
Record Date: SEP 12, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Thomas E. Oland For For Management
1.2 Elect Director Roger C. Lucas For For Management
1.3 Elect Director Howard V. O'Connell For For Management
1.4 Elect Director G. Arthur Herbert For For Management
1.5 Elect Director R.C. Steer For For Management
1.6 Elect Director Robert V. Baumgartner For For Management
1.7 Elect Director C.A. Dinarello For For Management
1.8 Elect Director K.A. Holbrook For For Management
2 Fix Number of Directors For For Management
- --------------------------------------------------------------------------------
TESSERA TECHNOLOGIES, INC.
Ticker: TSRA Security ID: 88164L100
Meeting Date: MAY 19, 2009 Meeting Type: Annual
Record Date: MAR 30, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert J. Boehlke For For Management
1.2 Elect Director Nicholas E. Brathwaite For For Management
1.3 Elect Director John B. Goodrich For For Management
1.4 Elect Director Al S. Joseph For For Management
1.5 Elect Director Bruce M. Mcwilliams For For Management
1.6 Elect Director David C. Nagel For For Management
1.7 Elect Director Henry R. Nothhaft For For Management
1.8 Elect Director Robert A. Young For For Management
2 Approve Repricing of Options For For Management
3 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
TEXAS INDUSTRIES INCORPORATED
Ticker: TXI Security ID: 882491103
Meeting Date: OCT 21, 2008 Meeting Type: Proxy Contest
Record Date: AUG 22, 2008
# Proposal Mgt Rec Vote Cast Sponsor
Management Proposals (White Card)
1.1 Elect Director Sam Coats For Withhold Management
1.2 Elect Director Thomas R. Ransdell For Withhold Management
2 Ratify Auditors For For Management
3 Prepare Sustainability Report Against For Shareholder
# Proposal Diss Rec Vote Cast Sponsor
Dissident Proxy (Blue Card)
1 Elect Director Sam Coats Withhold Did Not Vote Shareholder
2 Elect Director Thomas R. Ransdell Withhold Did Not Vote Shareholder
3 Ratify Auditors For Did Not Vote Management
4 Prepare Sustainability Report Against Did Not Vote Shareholder
- --------------------------------------------------------------------------------
VISTAPRINT LIMITED
Ticker: VPRT Security ID: G93762204
Meeting Date: NOV 7, 2008 Meeting Type: Annual
Record Date: SEP 12, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 ELECT DIRECTOR ROBERT KEANE For For Management
1.2 ELECT DIRECTOR DANIEL CIPORIN For Withhold Management
2 TO APPROVE THE COMPANY S SECOND AMENDED For For Management
AND RESTATED BYE-LAWS.
3 TO RATIFY AND APPROVE THE APPOINTMENT For For Management
OF ERNST & YOUNG LLP AS THE COMPANY S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING JUNE 30, 2009.
========== 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): Morgan Stanley Special Growth Fund
By (Signature and Title)*
/s/ Randy Takian
----------------------------------------
Randy Takian
President and Principal Executive
Officer - Office of the Funds
Date August 28, 2009
* Print the name and title of each signing officer under his or her
signature.