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 811-10359
Morgan Stanley Mid-Cap Value 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: 8/31
Date of reporting period: 7/1/08 - 6/30/09
******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-10359
Reporting Period: 07/01/2008 - 06/30/2009
Morgan Stanley Mid-Cap Value Fund
====================== MORGAN STANLEY MID-CAP VALUE FUND =======================
ACE LTD.
Ticker: ACE Security ID: G0070K103
Meeting Date: JUL 14, 2008 Meeting Type: Annual
Record Date: MAY 27, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 ELECTION OF DIRECTOR: MICHAEL G. ATIEH For For Management
TO TERM EXPIRING IN 2009.
2 ELECTION OF DIRECTOR: MARY A. CIRILLO For For Management
TO TERM EXPIRING IN 2009.
3 ELECTION OF DIRECTOR: BRUCE L. CROCKETT For For Management
TO TERM EXPIRING IN 2009.
4 ELECTION OF DIRECTOR: THOMAS J. NEFF TO For For Management
TERM EXPIRING IN 2009.
5 ELECTION OF DIRECTOR: GARY M. STUART TO For For Management
TERM EXPIRING IN 2009.
6 ELECTION OF DIRECTOR: ROBERT M. For For Management
HERNANDEZ TO TERM EXPIRING IN 2010.
7 ELECTION OF DIRECTOR: PETER MENIKOFF TO For For Management
TERM EXPIRING IN 2010.
8 ELECTION OF DIRECTOR: ROBERT RIPP TO For For Management
TERM EXPIRING IN 2010.
9 ELECTION OF DIRECTOR: DERMOT F. SMURFIT For For Management
TO TERM EXPIRING IN 2010.
10 ELECTION OF DIRECTOR: EVAN G. GREENBERG For For Management
TO TERM EXPIRING IN
11 ELECTION OF DIRECTOR: JOHN A. KROL TO For For Management
TERM EXPIRING IN 2011.
12 ELECTION OF DIRECTOR: LEO F. MULLIN TO For For Management
TERM EXPIRING IN 2011.
13 ELECTION OF DIRECTOR: OLIVIER STEIMER For For Management
TO TERM EXPIRING IN 2011.
14 APPROVAL OF THE AMENDMENT (THE For For Management
DE-REGISTRATION AMENDMENT ) TO THE
COMPANY S MEMORANDUM OF ASSOCIATION AND
ARTICLES OF ASSOCIATION TO PERMIT THE
DEREGISTRATION OF THE COMPANY FROM THE
CAYMAN ISLANDS
15 APPROVAL OF THE AMENDMENT (THE For For Management
FINANCIAL STATEMENT AMENDMENT ) TO THE
COMPANY S ARTICLES OF ASSOCIATION TO
REQUIRE THE COMPANY TO PREPARE AND
PROVIDE TO SHAREHOLDERS NOT LESS THAN
ANNUALLY AN UNCONSOLIDATED BALANCE
SHEET OF THE COMPANY
16 APPROVAL OF AMENDMENTS TO THE ARTICLES For For Management
OF ASSOCIATION WHICH WILL HAVE THE
EFFECT OF INCREASING THE PAR VALUE OF
THE ORDINARY SHARES FROM $0.041666667
TO AN AMOUNT IN SWISS FRANCS EQUAL TO
$11,000,000,000 DIVIDED BY THE NUMBER
OF OUR ORDINARY SHARES
17 APPROVAL OF THE COMPANY S For For Management
DE-REGISTRATION FROM THE CAYMAN ISLANDS
AND CONTINUATION IN SWITZERLAND (THE
CONTINUATION )
18 APPROVAL OF THE NAME OF THE COMPANY For For Management
19 APPROVAL OF THE CHANGE OF THE PURPOSE For For Management
OF THE COMPANY
20 APPROVAL OF THE REARRANGEMENT OF THE For For Management
COMPANY S EXISTING SHARE CAPITAL
21 APPROVAL OF THE COMPANY S ARTICLES OF For For Management
ASSOCIATION
22 CONFIRMATION OF SWISS LAW AS THE For For Management
AUTHORITATIVE LEGISLATION GOVERNING THE
COMPANY
23 CONFIRMATION OF THE PRINCIPAL PLACE OF For For Management
BUSINESS OF THE COMPANY AS ZURICH,
SWITZERLAND
24 RATIFY AUDITORS For For Management
25 APPROVAL OF THE COMPANY S 2004 For For Management
LONG-TERM INCENTIVE PLAN AS AMENDED
THROUGH THE FOURTH AMENDMENT
26 RATIFY AUDITORS For For Management
27 APPROVAL OF PAYMENT OF A DIVIDEND For For Management
THROUGH A REDUCTION OF THE PAR VALUE OF
OUR SHARES IN AN AMOUNT EQUAL TO THE
SWISS FRANC EQUIVALENT OF $0.87,
CONVERTED INTO SWISS FRANCS
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ACE LTD.
Ticker: ACE Security ID: H0023R105
Meeting Date: MAY 20, 2009 Meeting Type: Annual
Record Date: MAR 31, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Election Of Director: Michael G. Atieh For Against Management
2 Election Of Director: Mary A. Cirillo For For Management
3 Election Of Director: Bruce L. Crockett For For Management
4 Election Of Director: Thomas J. Neff For For Management
5 Approval Of The Annual Report For For Management
6 Approval Of The Statutory Financial For For Management
Statements Of Ace Limited
7 Approval Of The Consolidated Financial For For Management
Statements
8 Allocation Of Disposable Profit For For Management
9 Discharge Of The Board Of Directors For For Management
10 Amendment Of Articles Of Association For For Management
Relating To Special Auditor
11 Election Of Pricewaterhousecoopers Ag For For Management
(zurich) As Our Statutoryauditor Until
Our Next Annual Ordinary General
Meeting
12 Ratification Of Appointment Of For For Management
Independent Registered Publicaccounting
Firm Pricewaterhousecoopers Llp
13 Election Of Bdo Visura (zurich) As For For Management
Special Auditing Firm Until our Next
Annual Ordinary General Meeting
14 Approval Of The Payment Of A Dividend For For Management
In The Form Of Adistribution Through A
Reduction Of The Par Value Of Our
Shares
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AMERICAN ELECTRIC POWER CO.
Ticker: AEP Security ID: 025537101
Meeting Date: APR 28, 2009 Meeting Type: Annual
Record Date: MAR 2, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director E. R. Brooks For Withhold Management
1.2 Elect Director Donald M. Carlton For Withhold Management
1.3 Elect Director Ralph D. Crosby, Jr. For Withhold Management
1.4 Elect Director Linda A. Goodspeed For Withhold Management
1.5 Elect Director Thomas E. Hoaglin For Withhold Management
1.6 Elect Director Lester A. Hudson, Jr. For Withhold Management
1.7 Elect Director Michael G. Morris For Withhold Management
1.8 Elect Director Lionel L. Nowell III For Withhold Management
1.9 Elect Director Richard L. Sandor For Withhold Management
1.10 Elect Director Kathryn D. Sullivan For Withhold Management
1.11 Elect Director Sara Martinez Tucker For For Management
1.12 Elect Director John F. Turner For For Management
2 Eliminate Cumulative Voting and Adopt For For Management
Majority Voting for Uncontested
Election of Directors
3 Ratify Auditors For For Management
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ASPEN INSURANCE HOLDINGS, LTD.
Ticker: AHL Security ID: G05384105
Meeting Date: APR 29, 2009 Meeting Type: Annual
Record Date: MAR 2, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Reelect Richard Houghton as Class II For For Management
Director
1.2 Reelect Julian Cusack as Class II For For Management
Director
1.3 Reelect Glyn Jones as Class II Director For For Management
2 Appoint KPMG Audit Plc as Auditors and For For Management
Authorize Board to Fix Their
Remuneration
3 Adopt the Amended and Restated Bye-laws For For Management
4 Adopt the Amendments to the Memorandum For For Management
of Association
5.1 Elect Glyn Jones as Director of Aspen For For Management
Insurance UK Limited
5.2 Elect Christopher O'Kane as Director of For For Management
Aspen Insurance UK Limited
5.3 Elect Richard Bucknall as Director of For For Management
Aspen Insurance UK Limited
5.4 Elect Ian Cormack as Director of Aspen For For Management
Insurance UK Limited
5.5 Elect Richard Houghton as Director of For For Management
Aspen Insurance UK Limited
5.6 Elect Stephen Rose as Director of Aspen For For Management
Insurance UK Limited
5.7 Elect Oliver Peterken as Director of For For Management
Aspen Insurance UK Limited
5.8 Elect Heidi Hutter as Director of Aspen For For Management
Insurance UK Limited
6 Amend Aspen Insurance UK Limited's For For Management
Articles of Association
7.1 Elect Christopher O'Kane as Director of For For Management
Aspen Insurance UK Services Limited
7.2 Elect Richard Houghton as Director of For For Management
Aspen Insurance UK Services Limited
7.3 Elect Stephen Rose as Director of Aspen For For Management
Insurance UK Services Limited
8 Amend Aspen Insurance UK Services For For Management
Limited's Articles of Association
9.1 Elect Christopher O'Kane as Director of For For Management
Aspen Insurance (UK) Holdings Limited
9.2 Elect Richard Houghton as Director of For For Management
Aspen Insurance (UK) Holdings Limited
9.3 Elect Stephen Rose as Director of Aspen For For Management
Insurance (UK) Holdings Limited
10 Amend Aspen (UK) Holdings Limited's For For Management
Articles of Association
11.1 Elect Stephen Rose as Director of AIUK For For Management
Trustees Limited
11.2 Elect John Henderson as Director of For For Management
AIUK Trustees Limited
11.3 Elect Christopher Woodman as Director For For Management
of AIUK Trustees Limited
11.4 Elect Michael Cain as Director of AIUK For For Management
Trustees Limited
11.5 Elect Katharine Wade as Director of For For Management
AIUK Trustees Limited
12 Amend AIUK Trustees Limited's Articles For For Management
of Association
13.1 Elect Karen Green as Director of Aspen For For Management
Underwriting Limited
13.2 Elect Christopher O'Brien as Director For For Management
of Aspen Underwriting Limited
14 Amend Aspen Underwriting Limited's For For Management
Articles of Association
15.1 Elect Richard Bucknall as Director of For For Management
Aspen Managing Agency Limited
15.2 Elect John Hobbs as Director of Aspen For For Management
Managing Agency Limited
15.3 Elect James Ingham Clark as Director of For For Management
Aspen Managing Agency Limited
15.4 Elect Robert Long as Director of Aspen For For Management
Managing Agency Limited
15.5 Elect Christopher O'Brien as Director For For Management
of Aspen Managing Agency Limited
15.6 Elect Matthew Yeldham as Director of For For Management
Aspen Managing Agency Limited
15.7 Elect Karen Green as Director of Aspen For For Management
Managing Agency Limited
15.8 Elect Heidi Hutter as Director of Aspen For For Management
Managing Agency Limited
16 Amend Aspen Managing Agency Limited's For For Management
Articles of Association
17.1 Elect Christopher O'Kane as Director of For For Management
Aspen Insurance Ltd. and Authorize
Appointment of Any Individual as an
Alternate Director to Fill Vacancies
and to Fix the Remuneration of Such
Directors
17.2 Elect Julian Cusack as Director of For For Management
Aspen Insurance Ltd. and Authorize
Appointment of Any Individual as an
Alternate Director to Fill Vacancies
and to Fix the Remuneration of Such
Directors
17.3 Elect James Few as Director of Aspen For For Management
Insurance Limited and Authorize
Appointment of Any Individual as an
Alternate Director to Fill Vacancies
and to Fix the Remuneration of Such
Directors
17.4 Elect Oliver Peterken as Director of For For Management
Aspen Insurance Limited and Authorize
Appointment of Any Individual as an
Alternate Director to Fill Vacancies
and to Fix the Remuneration of Such
Directors
17.5 Elect David Skinner as Director of For For Management
Aspen Insurance Ltd. and Authorize
Appointment of Any Individual as an
Alternate Director to Fill Vacancies
and to Fix the Remuneration of Such
Directors
17.6 Elect Karen Green as Director of Aspen For For Management
Insurance Limited and Authorize
Appointment of Any Individual as an
Alternate Director to Fill Vacancies
and to Fix the Remuneration of Such
Directors
17.7 Elect Heather Kitson as Director of For For Management
Aspen Insurance Limited and Authorize
Appointment of Any Individual as an
Alternate Director to Fill Vacancies
and to Fix the Remuneration of Such
Directors
18 Appoint KPMG Audit Plc as Auditor of For For Management
Aspen Insurance Limited and Authorize
its Board to Fix Their Remuneration
19 Amend Aspen Insurance Limited's For For Management
Bye-Laws
20 Amend Aspen Insurance Limited's For For Management
Memorandum of Association
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AUTOLIV INC.
Ticker: ALV Security ID: 052800109
Meeting Date: MAY 6, 2009 Meeting Type: Annual
Record Date: MAR 9, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director George A. Lorch For For Management
1.2 Elect Director James M. Ringler For For Management
1.3 Elect Director Kazuhiko Sakamoto For For Management
1.4 Elect Director Wolfgang Ziebart For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
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AVERY DENNISON CORP.
Ticker: AVY Security ID: 053611109
Meeting Date: APR 23, 2009 Meeting Type: Annual
Record Date: FEB 23, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John T. Cardis For For Management
1.2 Elect Director David E.I. Pyott For For Management
1.3 Elect Director Dean A. Scarborough For For Management
1.4 Elect Director Julia A. Stewart For For Management
2 Ratify Auditors For For Management
3 Approve Executive Incentive Bonus Plan For For Management
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BECKMAN COULTER, INC.
Ticker: BEC Security ID: 075811109
Meeting Date: APR 23, 2009 Meeting Type: Annual
Record Date: FEB 23, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Peter B. Dervan For For Management
1.2 Elect Director Scott Garrett For For Management
1.3 Elect Director Susan Nowakowski For For Management
1.4 Elect Director Glenn S. Schafer For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
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BROOKDALE SENIOR LIVING INC.
Ticker: BKD Security ID: 112463104
Meeting Date: JUN 23, 2009 Meeting Type: Annual
Record Date: APR 24, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jeffrey R. Leeds For Withhold Management
1.2 Elect Director Mark J. Schulte For For Management
1.3 Elect Director Samuel Waxman For Withhold Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
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CAPITALSOURCE, INC
Ticker: CSE Security ID: 14055X102
Meeting Date: APR 30, 2009 Meeting Type: Annual
Record Date: MAR 9, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William G. Byrnes For Withhold Management
1.2 Elect Director John K. Delaney For For Management
1.3 Elect Director Sara L. Grootwassink For Withhold Management
2 Ratify Auditors For For Management
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CHARLES SCHWAB CORP., THE
Ticker: SCHW Security ID: 808513105
Meeting Date: MAY 14, 2009 Meeting Type: Annual
Record Date: MAR 16, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Nancy H. Bechtle For For Management
1.2 Elect Director Walter W. Bettinger II For For Management
1.3 Elect Director C. Preston Butcher For For Management
2 Report on Political Contributions Against For Shareholder
3 Seek Shareholder Approval for Certain Against Against Shareholder
Death Benefits
4 Amend Corporate Executive Bonus Plan Against Against Shareholder
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CONAGRA FOODS INC.
Ticker: CAG Security ID: 205887102
Meeting Date: SEP 25, 2008 Meeting Type: Annual
Record Date: AUG 1, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Mogens C. Bay For Withhold Management
1.2 Elect Director Stephen G. Butler For For Management
1.3 Elect Director Steven F. Goldstone For For Management
1.4 Elect Director W.G. Jurgensen For For Management
1.5 Elect Director Ruth Ann Marshall For For Management
1.6 Elect Director Gary M. Rodkin For For Management
1.7 Elect Director Andrew J. Schindler For For Management
1.8 Elect Director Kenneth E. Stinson For For Management
2 Ratify Auditors For For Management
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DIEBOLD, INC.
Ticker: DBD Security ID: 253651103
Meeting Date: NOV 12, 2008 Meeting Type: Annual
Record Date: OCT 3, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Louis V. Bockius, III For For Management
1.2 Elect Director Phillip R. Cox For For Management
1.3 Elect Director Richard L. Crandall For For Management
1.4 Elect Director Gale S. Fitzgerald For For Management
1.5 Elect Director Phillip B. Lassiter For Withhold Management
1.6 Elect Director John N. Lauer For Withhold Management
1.7 Elect Director Eric J. Roorda For For Management
1.8 Elect Director Thomas W. Swidarski For For Management
1.9 Elect Director Henry D.G. Wallace For Withhold Management
1.10 Elect Director Alan J. Weber For For Management
2 Ratify Auditors For Against Management
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DIEBOLD, INC.
Ticker: DBD Security ID: 253651103
Meeting Date: APR 23, 2009 Meeting Type: Annual
Record Date: FEB 27, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Phillip R. Cox For For Management
1.2 Elect Director Richard L. Crandall For For Management
1.3 Elect Director Gale S. Fitzgerald For For Management
1.4 Elect Director Phillip B. Lassiter For Withhold Management
1.5 Elect Director John N. Lauer For For Management
1.6 Elect Director Eric J. Roorda For For Management
1.7 Elect Director Thomas W. Swidarski For For Management
1.8 Elect Director Henry D. G. Wallace For Withhold Management
1.9 Elect Director Alan J. Weber For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
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EL PASO CORP
Ticker: EP Security ID: 28336L109
Meeting Date: MAY 6, 2009 Meeting Type: Annual
Record Date: MAR 11, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Juan Carlos Braniff For For Management
1.2 Elect Director James L. Dunlap For For Management
1.3 Elect Director Douglas L. Foshee For For Management
1.4 Elect Director Robert W. Goldman For For Management
1.5 Elect Director Anthony W. Hall, Jr. For For Management
1.6 Elect Director Thomas R. Hix For For Management
1.7 Elect Director Ferrell P. McClean For For Management
1.8 Elect Director Steven J. Shapiro For For Management
1.9 Elect Director J. Michael Talbert For For Management
1.10 Elect Director Robert F. Vagt For For Management
1.11 Elect Director John L. Whitmire For For Management
2 Amend Omnibus Stock Plan For For Management
3 Amend Qualified Employee Stock Purchase For For Management
Plan
4 Ratify Auditors For For Management
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ESTEE LAUDER COMPANIES INC., THE
Ticker: EL Security ID: 518439104
Meeting Date: NOV 7, 2008 Meeting Type: Annual
Record Date: SEP 16, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Charlene Barshefsky For For Management
1.2 Elect Director Leonard A. Lauder For For Management
1.3 Elect Director Ronald S. Lauder For For Management
2 Approve Executive Incentive Bonus Plan For For Management
3 Ratify Auditors For For Management
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FLEXTRONICS INTERNATIONAL LTD.
Ticker: FLEX Security ID: Y2573F102
Meeting Date: SEP 30, 2008 Meeting Type: Annual
Record Date: AUG 22, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 RE-ELECTION OF MR. H. RAYMOND BINGHAM For For Management
AS A DIRECTOR OF FLEXTRONICS.
2 RE-ELECTION OF MR. AJAY B. SHAH AS A For For Management
DIRECTOR OF FLEXTRONICS.
3 RE-ELECTION OF DR. WILLY C. SHIH AS A For For Management
DIRECTOR OF FLEXTRONICS.
4 RE-APPOINTMENT OF MR. ROCKWELL A. For For Management
SCHNABEL AS A DIRECTOR OF FLEXTRONICS.
5 RATIFY AUDITORS For For Management
6 TO APPROVE THE GENERAL AUTHORIZATION For For Management
FOR THE DIRECTORS OF FLEXTRONICS TO
ALLOT AND ISSUE ORDINARY SHARES.
7 TO APPROVE THE RENEWAL OF THE SHARE For For Management
PURCHASE MANDATE RELATING TO
ACQUISITIONS BY FLEXTRONICS OF ITS OWN
ISSUED ORDINARY SHARES.
8 APPROVE AN AMENDMENT TO 2001 EQUITY For For Management
INCENTIVE PLAN TO INCREASE THE
SUB-LIMIT ON THE MAXIMUM NUMBER OF
ORDINARY SHARES WHICH MAY BE ISSUED AS
SHARE BONUSES BY 5,000,000 ORDINARY
SHARES.
9 TO APPROVE AN AMENDMENT TO THE 2001 For For Management
EQUITY INCENTIVE PLAN TO INCREASE THE
SUB-LIMIT ON THE MAXIMUM NUMBER OF
ORDINARY SHARES SUBJECT TO AWARDS WHICH
MAY BE GRANTED TO A PERSON IN A SINGLE
CALENDAR YEAR BY 2,000,000 ORDINARY
SHARES.
10 TO APPROVE AN AMENDMENT TO THE 2001 For For Management
EQUITY INCENTIVE PLAN TO INCREASE THE
NUMBER OF ORDINARY SHARES RESERVED FOR
ISSUANCE BY 20,000,000 ORDINARY SHARES.
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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 For Shareholder
Election of Directors
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HARLEY-DAVIDSON, INC.
Ticker: HOG Security ID: 412822108
Meeting Date: APR 25, 2009 Meeting Type: Annual
Record Date: MAR 11, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Martha F. Brooks For For Management
1.2 Elect Director Donald A. James For For Management
1.3 Elect Director James A. Norling For For Management
1.4 Elect Director James L. Ziemer For For Management
2 Approve Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
4 Declassify the Board of Directors Against For Shareholder
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HEALTHSOUTH CORP.
Ticker: HLS Security ID: 421924309
Meeting Date: MAY 7, 2009 Meeting Type: Annual
Record Date: MAR 19, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Edward A. Blechschmidt For For Management
1.2 Elect Director John W. Chidsey For For Management
1.3 Elect Director Donald L. Correll For For Management
1.4 Elect Director Yvonne M. Curl For For Management
1.5 Elect Director Charles M. Elson For For Management
1.6 Elect Director Jay Grinney For For Management
1.7 Elect Director Jon F. Hanson For For Management
1.8 Elect Director Leo I. Higdon, Jr. For For Management
1.9 Elect Director John E. Maupin, Jr. For For Management
1.10 Elect Director L. Edward Shaw, Jr. For For Management
2 Ratify Auditors For For Management
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HESS CORPORATION
Ticker: HES Security ID: 42809H107
Meeting Date: MAY 6, 2009 Meeting Type: Annual
Record Date: MAR 16, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director J.B. Hess For For Management
1.2 Elect Director S.W. Bodman For For Management
1.3 Elect Director R. Lavizzo-Mourey For For Management
1.4 Elect Director C.G. Matthews For For Management
1.5 Elect Director E.H. von Metzsch For For Management
2 Ratify Auditors For For Management
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INVESCO LTD. (FORMERLY INVESCO PLC)
Ticker: IVZ Security ID: G491BT108
Meeting Date: MAY 21, 2009 Meeting Type: Annual
Record Date: MAR 23, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Election Of Director: Martin L. For For Management
Flanagan
2 Election Of Director: Ben F. Johnson, For For Management
III
3 Election Of Director: J. Thomas Presby, For For Management
Cpa
4 To Appoint Ernst & Young Llp As The For For Management
Company S Independentregistered Public
Accounting Firm For The Fiscal Year
Endingdecember 31, 2009
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KEYCORP
Ticker: KEY Security ID: 493267108
Meeting Date: MAY 21, 2009 Meeting Type: Annual
Record Date: MAR 24, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William G. Bares For Withhold Management
1.2 Elect Director Carol A. Cartwright For For Management
1.3 Elect Director Kristen L. Manos For For Management
1.4 Elect Director Thomas C. Stevens For For Management
2 Require Majority Vote for Election of For For Management
Directors
3 Amend Votes Per Share of Existing Stock For For Management
4 Ratify Auditors For For Management
5 Advisory Vote to Ratify Named Executive For For Management
Officer's Compensation
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MARSH & MCLENNAN COMPANIES, INC.
Ticker: MMC Security ID: 571748102
Meeting Date: MAY 21, 2009 Meeting Type: Annual
Record Date: MAR 23, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Leslie M. Baker, Jr. For For Management
1.2 Elect Director Gwendolyn S. King For For Management
1.3 Elect Director Marc D. Oken For For Management
1.4 Elect Director David A. Olsen For For Management
2 Ratify Auditors For For Management
3 Reincorporate in Another State from Against Against Shareholder
Delaware to North Dakota
4 Amend Articles/Bylaws/Charter -- Call Against Against Shareholder
Special Meetings
5 Report on Political Contributions Against Against Shareholder
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NEWELL RUBBERMAID INC.
Ticker: NWL Security ID: 651229106
Meeting Date: MAY 5, 2009 Meeting Type: Annual
Record Date: MAR 13, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Thomas E. Clarke For For Management
1.2 Elect Director Domenico De Sole For For Management
1.3 Elect Director Elizabeth For For Management
Cuthbert-Millett
1.4 Elect Director Steven J. Strobel For For Management
2 Ratify Auditors For For Management
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NORTHERN TRUST CORP.
Ticker: NTRS Security ID: 665859104
Meeting Date: APR 21, 2009 Meeting Type: Annual
Record Date: MAR 2, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Linda Walker Bynoe For For Management
1.2 Elect Director Nicholas D. Chabraja For For Management
1.3 Elect Director Susan Crown For For Management
1.4 Elect Director Dipak C. Jain For For Management
1.5 Elect Director Arthur L. Kelly For For Management
1.6 Elect Director Robert C. McCormack For For Management
1.7 Elect Director Edward J. Mooney For For Management
1.8 Elect Director William A. Osborn For For Management
1.9 Elect Director John W. Rowe For For Management
1.10 Elect Director Harold B. Smith For For Management
1.11 Elect Director William D. Smithburg For For Management
1.12 Elect Director Enrique J. Sosa For For Management
1.13 Elect Director Charles A. Tribbett III For For Management
1.14 Elect Director Frederick H. Waddell For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
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O'REILLY AUTOMOTIVE, INC.
Ticker: ORLY Security ID: 686091109
Meeting Date: MAY 5, 2009 Meeting Type: Annual
Record Date: FEB 27, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Charles H. O'Reilly, Jr For For Management
1.2 Elect Director John Murphy For For Management
1.3 Elect Director Ronald Rashkow For For Management
2 Ratify Auditors For For Management
3 Approve Nonqualified Employee Stock For For Management
Purchase Plan
4 Approve Omnibus Stock Plan For For Management
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PENTAIR, INC.
Ticker: PNR Security ID: 709631105
Meeting Date: APR 30, 2009 Meeting Type: Annual
Record Date: MAR 2, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Charles A. Haggerty For For Management
1.2 Elect Director Randall J. Hogan For For Management
1.3 Elect Director David A. Jones For For Management
2 Approve Executive Incentive Bonus Plan For For Management
3 Ratify Auditors For For Management
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PEROT SYSTEMS CORP.
Ticker: PER Security ID: 714265105
Meeting Date: MAY 13, 2009 Meeting Type: Annual
Record Date: MAR 16, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Ross Perot For For Management
1.2 Elect Director Ross Perot, Jr. For For Management
1.3 Elect Director Peter A. Altabef For For Management
1.4 Elect Director Steven Blasnik For For Management
1.5 Elect Director John S.T. Gallagher For For Management
1.6 Elect Director Carl Hahn For For Management
1.7 Elect Director DeSoto Jordan For For Management
1.8 Elect Director Caroline (Caz) Matthews For For Management
1.9 Elect Director Thomas Meurer For For Management
1.10 Elect Director Cecil H. (C. H.) Moore, For For Management
Jr.
1.11 Elect Director Anthony J. Principi For For Management
1.12 Elect Director Anuroop (Tony) Singh For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
PITNEY BOWES INC.
Ticker: PBI Security ID: 724479100
Meeting Date: MAY 11, 2009 Meeting Type: Annual
Record Date: MAR 18, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Anne M. Busquet For For Management
1.2 Elect Director Anne Sutherland Fuchs For For Management
1.3 Elect Director James H. Keyes For For Management
1.4 Elect Director David L. Shedlarz For For Management
1.5 Elect Director David B. Snow, Jr. For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
ROBERT HALF INTERNATIONAL INC.
Ticker: RHI Security ID: 770323103
Meeting Date: MAY 5, 2009 Meeting Type: Annual
Record Date: MAR 10, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Andrew S. Berwick, Jr. For For Management
1.2 Elect Director Frederick P. Furth For For Management
1.3 Elect Director Edward W. Gibbons For For Management
1.4 Elect Director Harold M. Messmer, Jr. For For Management
1.5 Elect Director Barbara J. Novogradac For For Management
1.6 Elect Director Robert J. Pace For For Management
1.7 Elect Director Frederick A. Richman For For Management
1.8 Elect Director J. Stephen Schaub For For Management
1.9 Elect Director M. Keith Waddell For For Management
2 Ratify Auditors For For Management
3 Reduce Supermajority Vote Requirement For For Management
4 Amend Certificate of Incorporation For For Management
- --------------------------------------------------------------------------------
TATA MOTORS LTD.
Ticker: TTM Security ID: 876568502
Meeting Date: JUL 24, 2008 Meeting Type: Annual
Record Date: JUN 13, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 RECEIVE; CONSIDER AND ADOPT THE AUDITED For For Management
PROFIT AND LOSS ACCOUNT FOR THE YEAR
ENDED MARCH 31, 2008.
2 DECLARE A DIVIDEND ON ORDINARY SHARES. For For Management
3 APPOINT A DIRECTOR IN PLACE OF MR RATAN For For Management
N TATA, WHO RETIRES BY ROTATION AND IS
ELIGIBLE FOR REAPPOINTMENT.
4 APPOINT A DIRECTOR IN PLACE OF MR R For For Management
GOPALAKRISHNAN, WHO RETIRES BY ROTATION
AND IS ELIGIBLE FOR REAPPOINTMENT.
5 Ratify Auditors For For Management
6 APPOINTMENT OF DR R A MASHELKAR AS A For For Management
DIRECTOR.
7 COMMISSION TO NON-WHOLE-TIME DIRECTORS. For For Management
8 REVISION IN THE TERMS OF REMUNERATION For For Management
OF MR RAVI KANT, MANAGING DIRECTOR.
9 INCREASE IN THE AUTHORISED SHARE For For Management
CAPITAL AND THE ALTERATION OF THE
CAPITAL CLAUSE IN THE MEMORANDUM OF
ASSOCIATION.
10 ALTERATION OF THE ARTICLES OF For For Management
ASSOCIATION OF THE COMPANY.
11 RAISING OF ADDITIONAL LONG TERM For For Management
RESOURCES.
12 INCREASE IN BORROWING LIMITS. For For Management
13 CREATION OF CHARGES. For For Management
- --------------------------------------------------------------------------------
TERADATA CORPORATION
Ticker: TDC Security ID: 88076W103
Meeting Date: APR 28, 2009 Meeting Type: Annual
Record Date: FEB 27, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Peter L. Fiore For For Management
1.2 Elect Director Michael F. Koehler For For Management
1.3 Elect Director James M. Ringler For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
4 Approve Executive Incentive Bonus Plan For For Management
- --------------------------------------------------------------------------------
VALSPAR CORP., THE
Ticker: VAL Security ID: 920355104
Meeting Date: FEB 25, 2009 Meeting Type: Annual
Record Date: DEC 29, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John S. Bode For For Management
1.2 Elect Director Susan S. Boren For For Management
1.3 Elect Director Jeffrey H. Curler For For Management
1.4 Elect Director Stephen D. Newlin For For Management
2.0 Approve Omnibus Stock Plan For For Management
3.0 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
WILLIS GROUP HOLDINGS LTD
Ticker: WSH Security ID: G96655108
Meeting Date: APR 22, 2009 Meeting Type: Annual
Record Date: FEB 27, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect William W. Bradley as Director For For Management
1.2 Elect Joseph A. Califano as Director For Against Management
1.3 Elect Anna C. Catalano as Director For For Management
1.4 Elect Sir Roy Gardner as Director For For Management
1.5 Elect Sir Jeremy Hanley as Director For For Management
1.6 Elect Robyn S. Kravit as Director For For Management
1.7 Elect Jeffrey B. Lane as Director For For Management
1.8 Elect Wendy E. Lane as Director For For Management
1.9 Elect James F. McCann as Director For For Management
1.10 Elect Joseph J. Plumeri as Director For For Management
1.11 Elect Douglas B. Roberts as Director For For Management
2 Approve Deloitte LLP as Auditors and For For Management
Authorize Board to Fix Their
Remuneration
- --------------------------------------------------------------------------------
WISCONSIN ENERGY CORP.
Ticker: WEC Security ID: 976657106
Meeting Date: MAY 7, 2009 Meeting Type: Annual
Record Date: FEB 26, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John F. Bergstrom For Withhold Management
1.2 Elect Director Barbara L. Bowles For For Management
1.3 Elect Director Patricia W. Chadwick For For Management
1.4 Elect Director Robert A. Cornog For For Management
1.5 Elect Director Curt S. Culver For For Management
1.6 Elect Director Thomas J. Fischer For For Management
1.7 Elect Director Gale E. Klappa For For Management
1.8 Elect Director Ulice Payne, Jr. For For Management
1.9 Elect Director Frederick P. Stratton, For For Management
Jr.
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
ZEBRA TECHNOLOGIES CORP.
Ticker: ZBRA Security ID: 989207105
Meeting Date: MAY 21, 2009 Meeting Type: Annual
Record Date: MAR 26, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Richard L. Keyser For For Management
1.2 Elect Director Ross W. Manire For For Management
1.3 Elect Director Dr. Robert J. Potter For For Management
2 Ratify 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): Morgan Stanley Mid-Cap Value 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.