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 811-2794 MFS SERIES TRUST III (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: January 31 Date of reporting period: July 1, 2009 - June 30, 2010 ITEM 1. PROXY VOTING RECORD. ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-02794 Reporting Period: 07/01/2009 - 06/30/2010 MFS Series Trust III ============================= MFS High Income Fund ============================= AMERICAN MEDIA OPERATIONS INC Ticker: Security ID: 02744RAR8 Meeting Date: APR 27, 2010 Meeting Type: Written Consent Record Date: APR 13, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Proposal 1 - Pik Notes For For Management 2 Proposal 2 - Subordinated Notes For For Management - -------------------------------------------------------------------------------- AMERICAN MEDIA OPERATIONS INC Ticker: Security ID: 02744RAT4 Meeting Date: APR 27, 2010 Meeting Type: Written Consent Record Date: APR 13, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Proposal 1 - Pik Notes For For Management 2 Proposal 2 - Subordinated Notes For For Management - -------------------------------------------------------------------------------- AMERISTAR CASINOS, INC. Ticker: ASCA Security ID: 03070Q101 Meeting Date: JUN 16, 2010 Meeting Type: Annual Record Date: MAY 3, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Carl Brooks For For Management 1.2 Elect Director Gordon R. Kanofsky For Withhold Management 1.3 Elect Director J. William Richardson For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- BANK OF AMERICA CORP. Ticker: BAC Security ID: 060505559 Meeting Date: FEB 23, 2010 Meeting Type: Special Record Date: JAN 7, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Increase Authorized Common Stock For For Management 2 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- BANK OF AMERICA CORPORATION Ticker: BAC Security ID: 060505559 Meeting Date: APR 28, 2010 Meeting Type: Annual Record Date: MAR 3, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Susan S. Bies For For Management 2 Elect Director William P. Boardman For For Management 3 Elect Director Frank P. Bramble, Sr. For For Management 4 Elect Director Virgis W. Colbert For For Management 5 Elect Director Charles K. Gifford For For Management 6 Elect Director Charles O. Holliday, Jr. For For Management 7 Elect Director D. Paul Jones, Jr. For For Management 8 Elect Director Monica C. Lozano For For Management 9 Elect Director Thomas J. May For For Management 10 Elect Director Brian T. Moynihan For For Management 11 Elect Director Donald E. Powell For For Management 12 Elect Director Charles O. Rossotti For For Management 13 Elect Director Robert W. Scully For For Management 14 Ratify Auditors For For Management 15 Increase Authorized Common Stock For For Management 16 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 17 Amend Omnibus Stock Plan For For Management 18 Report on Government Service of Against Against Shareholder Employees 19 TARP Related Compensation Against For Shareholder 20 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 21 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 22 Adopt Policy on Succession Planning Against Against Shareholder 23 Report on Collateral in Derivatives Against For Shareholder Trading 24 Claw-back of Payments under Against For Shareholder Restatements - -------------------------------------------------------------------------------- CABLEVISION SYSTEMS CORPORATION Ticker: CVC Security ID: 12686C109 Meeting Date: MAY 21, 2010 Meeting Type: Annual Record Date: MAR 31, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Zachary W. Carter For For Management 1.2 Elect Director Thomas V. Reifenheiser For Withhold Management 1.3 Elect Director John R. Ryan For Withhold Management 1.4 Elect Director Vincent Tese For Withhold Management 1.5 Elect Director Leonard Tow For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MFS SERIES TRUST XIV -- MFS Institutional Money Market Portfolio Ticker: Security ID: 55291X109 Meeting Date: JAN 28, 2010 Meeting Type: Written Consent Record Date: JAN 27, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Trustee Robert E. Butler For For Management 1.2 Elect Trustee Lawrence H. Cohn, M.D. For For Management 1.3 Elect Trustee Maureen R. Goldfarb For For Management 1.4 Elect Trustee David H. Gunning For For Management 1.5 Elect Trustee William R. Gutow For For Management 1.6 Elect Trustee Michael Hegarty For For Management 1.7 Elect Trustee John P. Kavanaugh For For Management 1.8 Elect Trustee Robert J. Manning For For Management 1.9 Elect Trustee Robert C. Pozen For For Management 1.10 Elect Trustee J. Dale Sherratt For For Management 1.11 Elect Trustee Laurie J. Thomsen For For Management 1.12 Elect Trustee Robert W. Uek For For Management - -------------------------------------------------------------------------------- NORTEK, INC. Ticker: NTK Security ID: 656559BG5 Meeting Date: OCT 16, 2009 Meeting Type: Written Consent Record Date: SEP 9, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept or Reject the Plan For For Management - -------------------------------------------------------------------------------- NORTEK, INC. Ticker: NTK Security ID: 656559BJ9 Meeting Date: OCT 16, 2009 Meeting Type: Written Consent Record Date: SEP 9, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept or Reject the Plan For For Management - -------------------------------------------------------------------------------- PINNACLE ENTERTAINMENT, INC. Ticker: PNK Security ID: 723456109 Meeting Date: MAY 11, 2010 Meeting Type: Proxy Contest Record Date: MAR 15, 2010 # Proposal Mgt Rec Vote Cast Sponsor Management Proxy (White Card) None None 1 Elect Director Stephen C. Comer For For Management 2 Elect Director John V. Giovenco For For Management 3 Elect Director Richard J. Goeglein For For Management 4 Elect Director Ellis Landau For For Management 5 Elect Director Bruce A. Leslie For For Management 6 Elect Director James L. Martineau For For Management 7 Elect Director Michael Ornest For For Management 8 Elect Director Lynn P. Reitnouer For For Management 9 Elect Director Anthony M. Sanfilippo For For Management 10 Amend Omnibus Stock Plan For For Management 11 Ratify Auditors For For Management 12 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation # Proposal Diss Rec Vote Cast Sponsor Dissident Proxy (Blue Card) None None 1 Elect Director Stephen C. Comer None Did Not Vote Shareholder 2 Elect Director John V. Giovenco None Did Not Vote Shareholder 3 Elect Director Richard J. Goeglein None Did Not Vote Shareholder 4 Elect Director Ellis Landau None Did Not Vote Shareholder 5 Elect Director Bruce A. Leslie None Did Not Vote Shareholder 6 Elect Director James L. Martineau None Did Not Vote Shareholder 7 Elect Director Michael Ornest None Did Not Vote Shareholder 8 Elect Director Lynn P. Reitnouer None Did Not Vote Shareholder 9 Elect Director Anthony M. Sanfilippo None Did Not Vote Shareholder 10 Amend Omnibus Stock Plan None Did Not Vote Management 11 Ratify Auditors None Did Not Vote Management 12 Advisory Vote to Ratify Named Executive For Did Not Vote Shareholder Officers' Compensation - -------------------------------------------------------------------------------- TIME WARNER CABLE INC. Ticker: TWC Security ID: 88732J207 Meeting Date: MAY 24, 2010 Meeting Type: Annual Record Date: MAR 29, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Carole Black For For Management 2 Elect Director Glenn A. Britt For For Management 3 Elect Director Thomas H. Castro For For Management 4 Elect Director David C. Chang For For Management 5 Elect Director James E. Copeland, Jr. For For Management 6 Elect Director Peter R. Haje For For Management 7 Elect Director Donna A. James For For Management 8 Elect Director Don Logan For For Management 9 Elect Director N.J. Nicholas, Jr. For For Management 10 Elect Director Wayne H. Pace For For Management 11 Elect Director Edward D. Shirley For For Management 12 Elect Director John E. Sununu For For Management 13 Ratification Of Auditors For For Management - -------------------------------------------------------------------------------- WORLD COLOR PRESS INC. Ticker: WC Security ID: 981442106 Meeting Date: MAY 13, 2010 Meeting Type: Annual/Special Record Date: MAR 29, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Mark Alan Angelson as Director For For Management 1.2 Elect Michael Brennan Allen as Director For For Management 1.3 Elect Raymond John Bromark as Director For For Management 1.4 Elect Gabriel de Alba as Director For For Management 1.5 Elect James Joseph Gaffeney as Director For For Management 1.6 Elect Jack Kliger as Director For For Management 1.7 Elect David Lyman McAusland as Director For For Management 1.8 Elect Thomas O'Neal Ryder as Director For For Management 2 Approve KPMG LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration 3 Include French name in the Articles For For Management (Imprimerie World Color Inc.) 4 Amend and Restate Deferred Share Unit For For Management Plan 5 Approve Amended and Restated Restricted For For Management Share Unit Plan - -------------------------------------------------------------------------------- WORLD COLOR PRESS INC. Ticker: WC Security ID: 981442106 Meeting Date: JUN 25, 2010 Meeting Type: Special Record Date: MAY 17, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Arrangement For Against Management ====================== MFS High Yield Opportunities Fund ======================= AMERICAN MEDIA OPERATIONS INC Ticker: Security ID: 02744RAR8 Meeting Date: APR 27, 2010 Meeting Type: Written Consent Record Date: APR 13, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Proposal 1 - Pik Notes For For Management 2 Proposal 2 - Subordinated Notes For For Management - -------------------------------------------------------------------------------- AMERICAN MEDIA OPERATIONS INC Ticker: Security ID: 02744RAT4 Meeting Date: APR 27, 2010 Meeting Type: Written Consent Record Date: APR 13, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Proposal 1 - Pik Notes For For Management 2 Proposal 2 - Subordinated Notes For For Management - -------------------------------------------------------------------------------- AMERISTAR CASINOS, INC. Ticker: ASCA Security ID: 03070Q101 Meeting Date: JUN 16, 2010 Meeting Type: Annual Record Date: MAY 3, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Carl Brooks For For Management 1.2 Elect Director Gordon R. Kanofsky For Withhold Management 1.3 Elect Director J. William Richardson For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- BANK OF AMERICA CORP. Ticker: BAC Security ID: 060505559 Meeting Date: FEB 23, 2010 Meeting Type: Special Record Date: JAN 7, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Increase Authorized Common Stock For For Management 2 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- BANK OF AMERICA CORPORATION Ticker: BAC Security ID: 060505559 Meeting Date: APR 28, 2010 Meeting Type: Annual Record Date: MAR 3, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Susan S. Bies For For Management 2 Elect Director William P. Boardman For For Management 3 Elect Director Frank P. Bramble, Sr. For For Management 4 Elect Director Virgis W. Colbert For For Management 5 Elect Director Charles K. Gifford For For Management 6 Elect Director Charles O. Holliday, Jr. For For Management 7 Elect Director D. Paul Jones, Jr. For For Management 8 Elect Director Monica C. Lozano For For Management 9 Elect Director Thomas J. May For For Management 10 Elect Director Brian T. Moynihan For For Management 11 Elect Director Donald E. Powell For For Management 12 Elect Director Charles O. Rossotti For For Management 13 Elect Director Robert W. Scully For For Management 14 Ratify Auditors For For Management 15 Increase Authorized Common Stock For For Management 16 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 17 Amend Omnibus Stock Plan For For Management 18 Report on Government Service of Against Against Shareholder Employees 19 TARP Related Compensation Against For Shareholder 20 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 21 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 22 Adopt Policy on Succession Planning Against Against Shareholder 23 Report on Collateral in Derivatives Against For Shareholder Trading 24 Claw-back of Payments under Against For Shareholder Restatements - -------------------------------------------------------------------------------- CABLEVISION SYSTEMS CORPORATION Ticker: CVC Security ID: 12686C109 Meeting Date: MAY 21, 2010 Meeting Type: Annual Record Date: MAR 31, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Zachary W. Carter For For Management 1.2 Elect Director Thomas V. Reifenheiser For Withhold Management 1.3 Elect Director John R. Ryan For Withhold Management 1.4 Elect Director Vincent Tese For Withhold Management 1.5 Elect Director Leonard Tow For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MFS SERIES TRUST XIV -- MFS Institutional Money Market Portfolio Ticker: Security ID: 55291X109 Meeting Date: JAN 28, 2010 Meeting Type: Written Consent Record Date: JAN 27, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Trustee Robert E. Butler For For Management 1.2 Elect Trustee Lawrence H. Cohn, M.D. For For Management 1.3 Elect Trustee Maureen R. Goldfarb For For Management 1.4 Elect Trustee David H. Gunning For For Management 1.5 Elect Trustee William R. Gutow For For Management 1.6 Elect Trustee Michael Hegarty For For Management 1.7 Elect Trustee John P. Kavanaugh For For Management 1.8 Elect Trustee Robert J. Manning For For Management 1.9 Elect Trustee Robert C. Pozen For For Management 1.10 Elect Trustee J. Dale Sherratt For For Management 1.11 Elect Trustee Laurie J. Thomsen For For Management 1.12 Elect Trustee Robert W. Uek For For Management - -------------------------------------------------------------------------------- NORTEK, INC. Ticker: NTK Security ID: 656559BG5 Meeting Date: OCT 16, 2009 Meeting Type: Written Consent Record Date: SEP 9, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept or Reject the Plan For For Management - -------------------------------------------------------------------------------- NORTEK, INC. Ticker: NTK Security ID: 656559BJ9 Meeting Date: OCT 16, 2009 Meeting Type: Written Consent Record Date: SEP 9, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept or Reject the Plan For For Management - -------------------------------------------------------------------------------- OWENS-ILLINOIS, INC. Ticker: OI Security ID: 690768403 Meeting Date: MAY 6, 2010 Meeting Type: Annual Record Date: MAR 8, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jay L. Geldmacher For For Management 1.2 Elect Director Albert P.l. Stroucken For For Management 1.3 Elect Director Dennis K. Williams For For Management 1.4 Elect Director Thomas L. Young For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PINNACLE ENTERTAINMENT, INC. Ticker: PNK Security ID: 723456109 Meeting Date: MAY 11, 2010 Meeting Type: Proxy Contest Record Date: MAR 15, 2010 # Proposal Mgt Rec Vote Cast Sponsor Management Proxy (White Card) None None 1 Elect Director Stephen C. Comer For For Management 2 Elect Director John V. Giovenco For For Management 3 Elect Director Richard J. Goeglein For For Management 4 Elect Director Ellis Landau For For Management 5 Elect Director Bruce A. Leslie For For Management 6 Elect Director James L. Martineau For For Management 7 Elect Director Michael Ornest For For Management 8 Elect Director Lynn P. Reitnouer For For Management 9 Elect Director Anthony M. Sanfilippo For For Management 10 Amend Omnibus Stock Plan For For Management 11 Ratify Auditors For For Management 12 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation # Proposal Diss Rec Vote Cast Sponsor Dissident Proxy (Blue Card) None None 1 Elect Director Stephen C. Comer None Did Not Vote Shareholder 2 Elect Director John V. Giovenco None Did Not Vote Shareholder 3 Elect Director Richard J. Goeglein None Did Not Vote Shareholder 4 Elect Director Ellis Landau None Did Not Vote Shareholder 5 Elect Director Bruce A. Leslie None Did Not Vote Shareholder 6 Elect Director James L. Martineau None Did Not Vote Shareholder 7 Elect Director Michael Ornest None Did Not Vote Shareholder 8 Elect Director Lynn P. Reitnouer None Did Not Vote Shareholder 9 Elect Director Anthony M. Sanfilippo None Did Not Vote Shareholder 10 Amend Omnibus Stock Plan None Did Not Vote Management 11 Ratify Auditors None Did Not Vote Management 12 Advisory Vote to Ratify Named Executive For Did Not Vote Shareholder Officers' Compensation - -------------------------------------------------------------------------------- PROPEX FABRICS INC Ticker: PROHD Security ID: 74345RAC3 Meeting Date: AUG 17, 2009 Meeting Type: Written Consent Record Date: JUL 15, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 The Plan None For Management - -------------------------------------------------------------------------------- SANDRIDGE ENERGY, INC. Ticker: SD Security ID: 80007P307 Meeting Date: JUN 4, 2010 Meeting Type: Annual Record Date: APR 7, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William A. Gilliland For Withhold Management 1.2 Elect Director D. Dwight Scott For For Management 1.3 Elect Director Jeffrey S. Serota For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- TIME WARNER CABLE INC. Ticker: TWC Security ID: 88732J207 Meeting Date: MAY 24, 2010 Meeting Type: Annual Record Date: MAR 29, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Carole Black For For Management 2 Elect Director Glenn A. Britt For For Management 3 Elect Director Thomas H. Castro For For Management 4 Elect Director David C. Chang For For Management 5 Elect Director James E. Copeland, Jr. For For Management 6 Elect Director Peter R. Haje For For Management 7 Elect Director Donna A. James For For Management 8 Elect Director Don Logan For For Management 9 Elect Director N.J. Nicholas, Jr. For For Management 10 Elect Director Wayne H. Pace For For Management 11 Elect Director Edward D. Shirley For For Management 12 Elect Director John E. Sununu For For Management 13 Ratification Of Auditors For For Management - -------------------------------------------------------------------------------- WORLD COLOR PRESS INC. Ticker: WC Security ID: 981442106 Meeting Date: MAY 13, 2010 Meeting Type: Annual/Special Record Date: MAR 29, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Mark Alan Angelson as Director For For Management 1.2 Elect Michael Brennan Allen as Director For For Management 1.3 Elect Raymond John Bromark as Director For For Management 1.4 Elect Gabriel de Alba as Director For For Management 1.5 Elect James Joseph Gaffeney as Director For For Management 1.6 Elect Jack Kliger as Director For For Management 1.7 Elect David Lyman McAusland as Director For For Management 1.8 Elect Thomas O'Neal Ryder as Director For For Management 2 Approve KPMG LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration 3 Include French name in the Articles For For Management (Imprimerie World Color Inc.) 4 Amend and Restate Deferred Share Unit For For Management Plan 5 Approve Amended and Restated Restricted For For Management Share Unit Plan - -------------------------------------------------------------------------------- WORLD COLOR PRESS INC. Ticker: WC Security ID: 981442106 Meeting Date: JUN 25, 2010 Meeting Type: Special Record Date: MAY 17, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Arrangement For Against Management ======================== MFS Municipal High Income Fund ======================== MFS SERIES TRUST XIV -- MFS Institutional Money Market Portfolio Ticker: Security ID: 55291X109 Meeting Date: JAN 28, 2010 Meeting Type: Written Consent Record Date: JAN 27, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Trustee Robert E. Butler For For Management 1.2 Elect Trustee Lawrence H. Cohn, M.D. For For Management 1.3 Elect Trustee Maureen R. Goldfarb For For Management 1.4 Elect Trustee David H. Gunning For For Management 1.5 Elect Trustee William R. Gutow For For Management 1.6 Elect Trustee Michael Hegarty For For Management 1.7 Elect Trustee John P. Kavanaugh For For Management 1.8 Elect Trustee Robert J. Manning For For Management 1.9 Elect Trustee Robert C. Pozen For For Management 1.10 Elect Trustee J. Dale Sherratt For For Management 1.11 Elect Trustee Laurie J. Thomsen For For Management 1.12 Elect Trustee Robert W. Uek 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: MFS SERIES TRUST III By (Signature and Title) MARIA F. DWYER* ------------------------------------------- Maria F. Dwyer, Principal Executive Officer Date: August 26, 2010 *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.