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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21780
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MFS SERIES TRUST XII
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(Exact name of registrant as specified in charter)
500 Boylston Street, Boston, Massachusetts 02116
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(Address of principal executive offices) (Zip code)
Susan S. Newton
Massachusetts Financial Services Company
500 Boylston Street
Boston, Massachusetts 02116
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(Name and address of agents for service)
Registrant's telephone number, including area code: (617) 954-5000
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Date of fiscal year end: October 31 and April 30*
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Date of reporting period: July 1, 2010 - June 30, 2011**
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*MFS Equity Opportunities Fund, formerly known as the MFS Sector Rotational
Fund, a series of the Registrant, has a fiscal year end of October 31. The
fiscal year end of the remaining series of the Registrant is April 30.
**The MFS Lifetime 2050 Fund, a new series of the Registrant, commenced
investment operations as of 09/15/2010. The reporting period is 09/15/2010 -
06/30/2011.
ITEM 1. PROXY VOTING RECORD.
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******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-21780
Reporting Period: 07/01/2010 - 06/30/2011
MFS Series Trust XII
============================ MFS LIFETIME 2010 FUND ============================
There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.
============================ MFS LIFETIME 2020 FUND ============================
There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.
============================ MFS LIFETIME 2030 FUND ============================
There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.
============================ MFS LIFETIME 2040 FUND ============================
There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.
============================ MFS LIFETIME 2050 FUND ============================
There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.
===================== MFS LIFETIME RETIREMENT INCOME FUND ======================
There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.
========================== MFS EQUITY OPPORTUNITIES FUND*=======================
*Formerly known as "MFS SECTOR ROTATIONAL FUND"
ABBOTT LABORATORIES
Ticker: ABT Security ID: 002824100
Meeting Date: APR 29, 2011 Meeting Type: Annual
Record Date: MAR 02, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert J. Alpern For For Management
1.2 Elect Director Roxanne S. Austin For For Management
1.3 Elect Director W. James Farrell For For Management
1.4 Elect Director H. Laurance Fuller For For Management
1.5 Elect Director Edward M. Liddy For For Management
1.6 Elect Director Phebe N. Novakovic For For Management
1.7 Elect Director William A. Osborn For For Management
1.8 Elect Director Samuel C. Scott III For For Management
1.9 Elect Director Glenn F. Tilton For For Management
1.10 Elect Director Miles D. White For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
4 Advisory Vote on Say on Pay Frequency One Year One Year Management
5 Adopt Policy on Pharmaceutical Price Against Against Shareholder
Restraint
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ABERCROMBIE & FITCH CO.
Ticker: ANF Security ID: 002896207
Meeting Date: JUN 16, 2011 Meeting Type: Annual
Record Date: APR 27, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Lauren J. Brisky For For Management
2 Elect Director Archie M. Griffin For For Management
3 Elect Director Elizabeth M. Lee For For Management
4 Elect Director Michael E. Greenlees For Against Management
5 Elect Director Kevin S. Huvane For Against Management
6 Advisory Vote on Say on Pay Frequency One Year One Year Management
7 Advisory Vote to Ratify Named Executive For Against Management
Officers' Compensation
8 Declassify the Board of Directors For For Management
9 Ratify Auditors For For Management
10 Amend Omnibus Stock Plan For For Management
11 Amend Omnibus Stock Plan For For Management
12 Require Independent Board Chairman Against Against Shareholder
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ACE LIMITED
Ticker: ACE Security ID: H0023R105
Meeting Date: MAY 18, 2011 Meeting Type: Annual
Record Date: MAR 30, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Evan G. Greenberg as Director For Did Not Vote Management
1.2 Elect Leo F. Mullin as Director For Did Not Vote Management
1.3 Elect Olivier Steimer as Director For Did Not Vote Management
1.4 Elect Michael P. Connors as Director For Did Not Vote Management
1.5 Elect Eugene B. Shanks, Jr as Director For Did Not Vote Management
1.6 Elect John A. Krol as Director For Did Not Vote Management
2.1 Approve Annual Report For Did Not Vote Management
2.2 Accept Statutory Financial Statements For Did Not Vote Management
2.3 Accept Consolidated Financial For Did Not Vote Management
Statements
3 Approve Allocation of Income and For Did Not Vote Management
Dividends
4 Approve Discharge of Board and Senior For Did Not Vote Management
Management
5.1 Ratify PricewaterhouseCoopers AG as For Did Not Vote Management
Auditors
5.2 Ratify Ratify PricewaterhouseCoopers For Did Not Vote Management
LLC as Independent Registered Public
Accounting Firm as Auditors
5.3 Ratify BDO AG as Special Auditors For Did Not Vote Management
6 Approve Dividend Distribution from For Did Not Vote Management
Legal Reserves
7 Advisory Vote to Ratify Named Executive For Did Not Vote Management
Officers' Compensation
8 Advisory Vote on Say on Pay Frequency None Did Not Vote Management
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AETNA INC.
Ticker: AET Security ID: 00817Y108
Meeting Date: MAY 20, 2011 Meeting Type: Annual
Record Date: MAR 18, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Mark T. Bertolini For For Management
2 Elect Director Frank M. Clark For For Management
3 Elect Director Betsy Z. Cohen For For Management
4 Elect Director Molly J. Coye For For Management
5 Elect Director Roger N. Farah For For Management
6 Elect Director Barbara Hackman Franklin For For Management
7 Elect Director Jeffrey E. Garten For For Management
8 Elect Director Gerald Greenwald For For Management
9 Elect Director Ellen M. Hancock For For Management
10 Elect Director Richard J. Harrington For For Management
11 Elect Director Edward J. Ludwig For For Management
12 Elect Director Joseph P. Newhouse For For Management
13 Ratify Auditors For For Management
14 Amend Omnibus Stock Plan For For Management
15 Approve Qualified Employee Stock For For Management
Purchase Plan
16 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
17 Advisory Vote on Say on Pay Frequency None One Year Management
18 Provide for Cumulative Voting Against Against Shareholder
19 Require Independent Board Chairman Against Against Shareholder
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AFLAC INCORPORATED
Ticker: AFL Security ID: 001055102
Meeting Date: MAY 02, 2011 Meeting Type: Annual
Record Date: FEB 23, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Daniel P. Amos For For Management
2 Elect Director John Shelby Amos II For For Management
3 Elect Director Paul S. Amos II For For Management
4 Elect Director Michael H. Armacost For For Management
5 Elect Director Kriss Cloninger III For For Management
6 Elect Director Elizabeth J. Hudson For For Management
7 Elect Director Douglas W. Johnson For For Management
8 Elect Director Robert B. Johnson For For Management
9 Elect Director Charles B. Knapp For For Management
10 Elect Director E. Stephen Purdom For For Management
11 Elect Director Barbara K. Rimer For For Management
12 Elect Director Marvin R. Schuster For For Management
13 Elect Director David Gary Thompson For For Management
14 Elect Director Robert L. Wright For For Management
15 Elect Director Takuro Yoshida For For Management
16 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
17 Advisory Vote on Say on Pay Frequency One Year One Year Management
18 Ratify Auditors For For Management
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ALLIANT ENERGY CORPORATION
Ticker: LNT Security ID: 018802108
Meeting Date: MAY 10, 2011 Meeting Type: Annual
Record Date: MAR 17, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William D. Harvey For For Management
1.2 Elect Director Singleton B. McAllister For For Management
2 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
3 Advisory Vote on Say on Pay Frequency One Year One Year Management
4 Ratify Auditors For For Management
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ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD.
Ticker: AWH Security ID: G0219G203
Meeting Date: NOV 18, 2010 Meeting Type: Court
Record Date: OCT 12, 2010
# Proposal Mgt Rec Vote Cast Sponsor
A. Approve Scheme of Arrangement For For Management
B. Adjourn Meeting For For Management
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ALLIED WORLD ASSURANCE COMPANY HOLDINGS,AG.
Ticker: AWH Security ID: H01531104
Meeting Date: MAY 05, 2011 Meeting Type: Annual
Record Date: MAR 09, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Mark R. Patterson as Director For Did Not Vote Management
2 Elect Samuel J. Weinhoff as Director For Did Not Vote Management
3 Advisory Vote to Ratify Named Executive For Did Not Vote Management
Officers' Compensation
4 Advisory Vote on Say on Pay Frequency Three Did Not Vote Management
Years
5 Accept Consolidated Financial For Did Not Vote Management
Statements and Statutory Reports
6 Approve Treatment of Net Loss For Did Not Vote Management
7 Approve Reduction in Share Capital and For Did Not Vote Management
Repayment of $1.50 per share
8 Approve Share Repurchase Program and For Did Not Vote Management
Reissuance of Repurchased Shares
9 Appoint Deloitte & Touche as For Did Not Vote Management
Independent Auditors and Deloitte AG as
Statutory Auditors
10 Appoint PricewaterhouseCoopers AG as For Did Not Vote Management
Special Auditor
11 Approve Discharge of Board and Senior For Did Not Vote Management
Management
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ALTRIA GROUP, INC.
Ticker: MO Security ID: 02209S103
Meeting Date: MAY 19, 2011 Meeting Type: Annual
Record Date: MAR 28, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Elizabeth E. Bailey For For Management
2 Elect Director Gerald L. Baliles For For Management
3 Elect Director John T. Casteen III For For Management
4 Elect Director Dinyar S. Devitre For For Management
5 Elect Director Thomas F. Farrell II For For Management
6 Elect Director Thomas W. Jones For For Management
7 Elect Director George Munoz For For Management
8 Elect Director Nabil Y. Sakkab For For Management
9 Elect Director Michael E. Szymanczyk For For Management
10 Ratify Auditors For For Management
11 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
12 Advisory Vote on Say on Pay Frequency None One Year Management
13 Cease Production of Flavored Tobacco Against Against Shareholder
Products
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APPLE INC.
Ticker: AAPL Security ID: 037833100
Meeting Date: FEB 23, 2011 Meeting Type: Annual
Record Date: DEC 27, 2010
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William V. Campbell For For Management
1.2 Elect Director Millard S. Drexler For For Management
1.3 Elect Director Albert A. Gore, Jr. For For Management
1.4 Elect Director Steven P. Jobs For For Management
1.5 Elect Director Andrea Jung For For Management
1.6 Elect Director Arthur D. Levinson For For Management
1.7 Elect Director Ronald D. Sugar For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
4 Advisory Vote on Say on Pay Frequency One Year One Year Management
5 Adopt Policy on Succession Planning Against Against Shareholder
6 Require a Majority Vote for the Against Against Shareholder
Election of Directors
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CHEVRON CORPORATION
Ticker: CVX Security ID: 166764100
Meeting Date: MAY 25, 2011 Meeting Type: Annual
Record Date: APR 01, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director L.F. Deily For For Management
2 Elect Director R.E. Denham For For Management
3 Elect Director R.J. Eaton For For Management
4 Elect Director C. Hagel For For Management
5 Elect Director E. Hernandez For For Management
6 Elect Director G.L. Kirkland For For Management
7 Elect Director D.B. Rice For For Management
8 Elect Director K.W. Sharer For For Management
9 Elect Director C.R. Shoemate For For Management
10 Elect Director J.G. Stumpf For For Management
11 Elect Director R.D. Sugar For For Management
12 Elect Director C. Ware For For Management
13 Elect Director J.S. Watson For For Management
14 Ratify Auditors For For Management
15 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
16 Advisory Vote on Say on Pay Frequency One Year One Year Management
17 Request Director Nominee with Against Against Shareholder
Environmental Qualifications
18 Amend Bylaws to Establish a Board Against Against Shareholder
Committee on Human Rights
19 Include Sustainability as a Performance Against Against Shareholder
Measure for Senior Executive
Compensation
20 Adopt Guidelines for Country Selection Against Against Shareholder
21 Report on Financial Risks of Climate Against Against Shareholder
Change
22 Report on Environmental Impacts of Against For Shareholder
Natural Gas Fracturing
23 Report on Offshore Oil Wells and Spill Against Against Shareholder
Mitigation Measures
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CLIFFS NATURAL RESOURCES INC.
Ticker: CLF Security ID: 18683K101
Meeting Date: MAY 17, 2011 Meeting Type: Annual
Record Date: MAR 25, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Joseph A. Carrabba For For Management
1.2 Elect Director Susan M. Cunningham For For Management
1.3 Elect Director Barry J. Eldridge For For Management
1.4 Elect Director Andres R. Gluski For For Management
1.5 Elect Director Susan M. Green For For Management
1.6 Elect Director Janice K. Henry For For Management
1.7 Elect Director James F. Kirsch For For Management
1.8 Elect Director Francis R. McAllister For For Management
1.9 Elect Director Roger Phillips For For Management
1.10 Elect Director Richard K. Riederer For For Management
1.11 Elect Director Richard A. Ross For For Management
1.12 Elect Director Alan Schwartz For For Management
2 Increase Authorized Common Stock For For Management
3 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
4 Advisory Vote on Say on Pay Frequency One Year One Year Management
5 Require a Majority Vote for the Against Against Shareholder
Election of Directors
6 Ratify Auditors For For Management
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CMS ENERGY CORPORATION
Ticker: CMS Security ID: 125896100
Meeting Date: MAY 20, 2011 Meeting Type: Annual
Record Date: MAR 25, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Merribel S. Ayres For For Management
1.2 Elect Director Jon E. Barfield For For Management
1.3 Elect Director Stephen E. Ewing For For Management
1.4 Elect Director Richard M. Gabrys For For Management
1.5 Elect Director David W. Joos For For Management
1.6 Elect Director Philip R. Lochner, Jr For For Management
1.7 Elect Director Michael T. Monahan For For Management
1.8 Elect Director John G. Russell For For Management
1.9 Elect Director Kenneth L. Way For For Management
1.10 Elect Director John B. Yasinsky For For Management
2 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
3 Advisory Vote on Say on Pay Frequency One Year One Year Management
4 Ratify Auditors For For Management
5 Report on Financial Risks of Coal Against Against Shareholder
Reliance
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CSX CORPORATION
Ticker: CSX Security ID: 126408103
Meeting Date: MAY 04, 2011 Meeting Type: Annual
Record Date: MAR 04, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Donna M. Alvarado For For Management
2 Elect Director John B. Breaux For For Management
3 Elect Director Pamela L. Carter For For Management
4 Elect Director Steven T. Halverson For For Management
5 Elect Director Edward J. Kelly, III For For Management
6 Elect Director Gilbert H. Lamphere For For Management
7 Elect Director John D. McPherson For For Management
8 Elect Director Timothy T. O'Toole For For Management
9 Elect Director David M. Ratcliffe For For Management
10 Elect Director Donald J. Shepard For For Management
11 Elect Director Michael J. Ward For For Management
12 Elect Director J.C. Watts, Jr. For For Management
13 Elect Director J. Steven Whisler For For Management
14 Ratify Auditors For For Management
15 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
16 Advisory Vote on Say on Pay Frequency Three One Year Management
Years
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DARDEN RESTAURANTS, INC.
Ticker: DRI Security ID: 237194105
Meeting Date: SEP 14, 2010 Meeting Type: Annual
Record Date: JUL 21, 2010
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Leonard L. Berry For For Management
1.2 Elect Director Odie C. Donald For For Management
1.3 Elect Director Christopher J. Fraleigh For For Management
1.4 Elect Director Victoria D. Harker For For Management
1.5 Elect Director David H. Hughes For For Management
1.6 Elect Director Charles A. Ledsinger Jr For For Management
1.7 Elect Director William M. Lewis, Jr. For For Management
1.8 Elect Director Senator Connie Mack, III For For Management
1.9 Elect Director Andrew H. Madsen For For Management
1.10 Elect Director Clarence Otis, Jr. For For Management
1.11 Elect Director Michael D. Rose For For Management
1.12 Elect Director Maria A. Sastre For For Management
2 Amend Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
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DR PEPPER SNAPPLE GROUP, INC.
Ticker: DPS Security ID: 26138E109
Meeting Date: MAY 19, 2011 Meeting Type: Annual
Record Date: MAR 21, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Joyce M. Roche For For Management
2 Elect Director Wayne R. Sanders For For Management
3 Elect Director Jack L. Stahl For Against Management
4 Elect Director Larry D. Young For For Management
5 Ratify Auditors For For Management
6 Advisory Vote to Ratify Named Executive For Against Management
Officers' Compensation
7 Advisory Vote on Say on Pay Frequency One Year One Year Management
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E. I. DU PONT DE NEMOURS AND COMPANY
Ticker: DD Security ID: 263534109
Meeting Date: APR 27, 2011 Meeting Type: Annual
Record Date: MAR 02, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Richard H. Brown For For Management
2 Elect Director Robert A. Brown For For Management
3 Elect Director Bertrand P. Collomb For For Management
4 Elect Director Curtis J. Crawford For For Management
5 Elect Director Alexander M. Cutler For For Management
6 Elect Director Eleuthere I. du Pont For For Management
7 Elect Director Marillyn A. Hewson For For Management
8 Elect Director Lois D. Juliber For For Management
9 Elect Director Ellen J. Kullman For For Management
10 Elect Director William K. Reilly For For Management
11 Ratify Auditors For For Management
12 Amend Omnibus Stock Plan For Against Management
13 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
14 Advisory Vote on Say on Pay Frequency One Year One Year Management
15 Amend Articles/Bylaws/Charter -- Call Against For Shareholder
Special Meetings
16 Report on Genetically Engineered Seed Against Against Shareholder
17 Report on Pay Disparity Against Against Shareholder
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ENERGIZER HOLDINGS, INC.
Ticker: ENR Security ID: 29266R108
Meeting Date: JAN 18, 2011 Meeting Type: Annual
Record Date: NOV 19, 2010
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Ward M. Klein For For Management
1.2 Elect Director W. Patrick McGinnis For For Management
1.3 Elect Director John R. Roberts For For Management
2 Amend Omnibus Stock Plan For For Management
3 Approve Executive Incentive Bonus Plan For For Management
4 Ratify Auditors For For Management
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EXXON MOBIL CORPORATION
Ticker: XOM Security ID: 30231G102
Meeting Date: MAY 25, 2011 Meeting Type: Annual
Record Date: APR 06, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director M.J. Boskin For For Management
1.2 Elect Director P. Brabeck-Letmathe For For Management
1.3 Elect Director L.R. Faulkner For For Management
1.4 Elect Director J.S. Fishman For For Management
1.5 Elect Director K.C. Frazier For For Management
1.6 Elect Director W.W. George For For Management
1.7 Elect Director M.C. Nelson For For Management
1.8 Elect Director S.J. Palmisano For For Management
1.9 Elect Director S.S. Reinemund For For Management
1.10 Elect Director R.W. Tillerson For For Management
1.11 Elect Director E.E. Whitacre, Jr. For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named Executive For Against Management
Officers' Compensation
4 Advisory Vote on Say on Pay Frequency Three One Year Management
Years
5 Require Independent Board Chairman Against Against Shareholder
6 Report on Political Contributions Against For Shareholder
7 Amend EEO Policy to Prohibit Against Against Shareholder
Discrimination based on Sexual
Orientation and Gender Identity
8 Adopt Policy on Human Right to Water Against Against Shareholder
9 Report on Environmental Impact of Oil Against For Shareholder
Sands Operations in Canada
10 Report on Environmental Impacts of Against For Shareholder
Natural Gas Fracturing
11 Report on Energy Technologies Against Against Shareholder
Development
12 Adopt Quantitative GHG Goals for Against Against Shareholder
Products and Operations
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F5 NETWORKS, INC.
Ticker: FFIV Security ID: 315616102
Meeting Date: MAR 14, 2011 Meeting Type: Annual
Record Date: JAN 07, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director John Chapple For For Management
2 Elect Director A. Gary Ames For For Management
3 Elect Director Scott Thompson For For Management
4 Ratify Auditors For For Management
5 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
6 Advisory Vote on Say on Pay Frequency Three One Year Management
Years
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FOOT LOCKER, INC.
Ticker: FL Security ID: 344849104
Meeting Date: MAY 18, 2011 Meeting Type: Annual
Record Date: MAR 21, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Nicholas DiPaolo For For Management
1.2 Elect Director Matthew M. McKenna For For Management
1.3 Elect Director Allen Questrom For For Management
1.4 Elect Director Cheryl Nido Turpin For For Management
1.5 Elect Director Guillermo Marmol For For Management
2 Ratify Auditors For For Management
3 Amend Executive Incentive Bonus Plan For For Management
4 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
5 Advisory Vote on Say on Pay Frequency Three One Year Management
Years
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HESS CORPORATION
Ticker: HES Security ID: 42809H107
Meeting Date: MAY 04, 2011 Meeting Type: Annual
Record Date: MAR 14, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director E.E. Holiday For For Management
2 Elect Director J.H. Mullin For For Management
3 Elect Director F.B. Walker For For Management
4 Elect Director R.N. Wilson For For Management
5 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
6 Advisory Vote on Say on Pay Frequency One Year One Year Management
7 Ratify Auditors For For Management
8 Amend Executive Incentive Bonus Plan For For Management
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HEWLETT-PACKARD COMPANY
Ticker: HPQ Security ID: 428236103
Meeting Date: MAR 23, 2011 Meeting Type: Annual
Record Date: JAN 24, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director M. L. Andreessen For For Management
2 Elect Director L. Apotheker For Against Management
3 Elect Director L.T. Babbio, Jr. For Against Management
4 Elect Director S.M. Baldauf For Against Management
5 Elect Director S. Banerji For For Management
6 Elect Director R.L. Gupta For Against Management
7 Elect Director J.H. Hammergren For Against Management
8 Elect Director R.J. Lane For For Management
9 Elect Director G.M. Reiner For For Management
10 Elect Director P.F. Russo For For Management
11 Elect Director D. Senequier For For Management
12 Elect Director G.K. Thompson For Against Management
13 Elect Director M.C. Whitman For For Management
14 Ratify Auditors For For Management
15 Advisory Vote to Ratify Named Executive For Against Management
Officers' Compensation
16 Advisory Vote on Say on Pay Frequency One Year One Year Management
17 Approve Qualified Employee Stock For For Management
Purchase Plan
18 Amend Executive Incentive Bonus Plan For For Management
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INTUIT INC.
Ticker: INTU Security ID: 461202103
Meeting Date: JAN 19, 2011 Meeting Type: Annual
Record Date: NOV 22, 2010
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director David H. Batchelder For For Management
2 Elect Director Christopher W. Brody For For Management
3 Elect Director William V. Campbell For For Management
4 Elect Director Scott D. Cook For For Management
5 Elect Director Diane B. Greene For For Management
6 Elect Director Michael R. Hallman For For Management
7 Elect Director Edward A. Kangas For For Management
8 Elect Director Suzanne Nora Johnson For For Management
9 Elect Director Dennis D. Powell For For Management
10 Elect Director Brad D. Smith For For Management
11 Ratify Auditors For For Management
12 Amend Omnibus Stock Plan For Against Management
13 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
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LAS VEGAS SANDS CORP.
Ticker: LVS Security ID: 517834107
Meeting Date: JUN 10, 2011 Meeting Type: Annual
Record Date: APR 15, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Charles D. Forman For Withhold Management
1.2 Elect Director George P. Koo For Withhold Management
1.3 Elect Director Irwin A. Siegel For Withhold Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named Executive For Against Management
Officers' Compensation
4 Advisory Vote on Say on Pay Frequency One Year One Year Management
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MACY'S, INC.
Ticker: M Security ID: 55616P104
Meeting Date: MAY 20, 2011 Meeting Type: Annual
Record Date: MAR 25, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Stephen F. Bollenbach For For Management
1.2 Elect Director Deirdre P. Connelly For For Management
1.3 Elect Director Meyer Feldberg For For Management
1.4 Elect Director Sara Levinson For For Management
1.5 Elect Director Terry J. Lundgren For For Management
1.6 Elect Director Joseph Neubauer For For Management
1.7 Elect Director Joseph A. Pichler For For Management
1.8 Elect Director Joyce M. Roche For For Management
1.9 Elect Director Craig E. Weatherup For For Management
1.10 Elect Director Marna C. Whittington For For Management
2 Ratify Auditors For For Management
3 Adopt Majority Voting for Uncontested For For Management
Election of Directors
4 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
5 Advisory Vote on Say on Pay Frequency One Year One Year Management
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MOODY'S CORPORATION
Ticker: MCO Security ID: 615369105
Meeting Date: APR 19, 2011 Meeting Type: Annual
Record Date: FEB 25, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Robert R. Glauber For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
4 Advisory Vote on Say on Pay Frequency Three One Year Management
Years
5 Require Independent Board Chairman Against Against Shareholder
6 Elect Director Jorge A. Bermudez For For Management
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NORTHEAST UTILITIES
Ticker: NU Security ID: 664397106
Meeting Date: MAR 04, 2011 Meeting Type: Special
Record Date: JAN 04, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Increase Authorized Common Stock For For Management
3 Fix Number of Trustees at Fourteen For For Management
4 Adjourn Meeting For For Management
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NORTHROP GRUMMAN CORPORATION
Ticker: NOC Security ID: 666807102
Meeting Date: MAY 18, 2011 Meeting Type: Annual
Record Date: MAR 22, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Wesley G. Bush For For Management
2 Elect Director Lewis W. Coleman For For Management
3 Elect Director Victor H. Fazio For For Management
4 Elect Director Donald E. Felsinger For For Management
5 Elect Director Stephen E. Frank For For Management
6 Elect Director Bruce S. Gordon For For Management
7 Elect Director Madeleine Kleiner For For Management
8 Elect Director Karl J. Krapek For For Management
9 Elect Director Richard B. Myers For For Management
10 Elect Director Aulana L. Peters For For Management
11 Elect Director Kevin W. Sharer For For Management
12 Ratify Auditors For For Management
13 Approve Omnibus Stock Plan For Against Management
14 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
15 Advisory Vote on Say on Pay Frequency One Year One Year Management
16 Provide for Cumulative Voting Against Against Shareholder
17 Report on Political Contributions Against For Shareholder
18 Provide Right to Act by Written Consent Against For Shareholder
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ORACLE CORPORATION
Ticker: ORCL Security ID: 68389X105
Meeting Date: OCT 06, 2010 Meeting Type: Annual
Record Date: AUG 09, 2010
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jeffrey S. Berg For Withhold Management
1.2 Elect Director H. Raymond Bingham For For Management
1.3 Elect Director Michael J. Boskin For For Management
1.4 Elect Director Safra A. Catz For For Management
1.5 Elect Director Bruce R. Chizen For For Management
1.6 Elect Director George H. Conrades For For Management
1.7 Elect Director Lawrence J. Ellison For Withhold Management
1.8 Elect Director Hector Garcia-Molina For Withhold Management
1.9 Elect Director Jeffrey O. Henley For For Management
1.10 Elect Director Mark V. Hurd For For Management
1.11 Elect Director Donald L. Lucas For For Management
1.12 Elect Director Naomi O. Seligman For Withhold Management
2 Approve Executive Incentive Bonus Plan For For Management
3 Amend Omnibus Stock Plan For Against Management
4 Ratify Auditors For For Management
5 Establish Board Committee on Against Against Shareholder
Sustainability
6 Require a Majority Vote for the Against Against Shareholder
Election of Directors
7 Stock Retention/Holding Period Against Against Shareholder
--------------------------------------------------------------------------------
PHILIP MORRIS INTERNATIONAL INC.
Ticker: PM Security ID: 718172109
Meeting Date: MAY 11, 2011 Meeting Type: Annual
Record Date: MAR 15, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Harold Brown For For Management
2 Elect Director Mathis Cabiallavetta For For Management
3 Elect Director Louis C. Camilleri For For Management
4 Elect Director J. Dudley Fishburn For For Management
5 Elect Director Jennifer Li For For Management
6 Elect Director Graham Mackay For For Management
7 Elect Director Sergio Marchionne For For Management
8 Elect Director Lucio A. Noto For For Management
9 Elect Director Carlos Slim Helu For For Management
10 Elect Director Stephen M. Wolf For For Management
11 Ratify Auditors For For Management
12 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
13 Advisory Vote on Say on Pay Frequency One Year One Year Management
14 Report on Effect of Marketing Practices Against Against Shareholder
on the Poor
15 Require Independent Board Chairman Against Against Shareholder
--------------------------------------------------------------------------------
PRUDENTIAL FINANCIAL, INC.
Ticker: PRU Security ID: 744320102
Meeting Date: MAY 10, 2011 Meeting Type: Annual
Record Date: MAR 11, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Thomas J. Baltimore, Jr. For For Management
2 Elect Director Gordon M. Bethune For For Management
3 Elect Director Gaston Caperton For For Management
4 Elect Director Gilbert F. Casellas For For Management
5 Elect Director James G. Cullen For For Management
6 Elect Director William H. Gray, III For For Management
7 Elect Director Mark B. Grier For For Management
8 Elect Director Constance J. Horner For For Management
9 Elect Director Martina Hund-Mejean For For Management
10 Elect Director Karl J. Krapek For For Management
11 Elect Director Christine A. Poon For For Management
12 Elect Director John R. Strangfield For For Management
13 Elect Director James A. Unruh For For Management
14 Ratify Auditors For For Management
15 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
16 Advisory Vote on Say on Pay Frequency One Year One Year Management
17 Reduce Supermajority Vote Requirement For For Shareholder
18 Report on Lobbying Contributions and Against Against Shareholder
Expenses
--------------------------------------------------------------------------------
QWEST COMMUNICATIONS INTERNATIONAL INC.
Ticker: Q Security ID: 749121109
Meeting Date: AUG 24, 2010 Meeting Type: Special
Record Date: JUL 13, 2010
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Adjourn Meeting For For Management
--------------------------------------------------------------------------------
REYNOLDS AMERICAN INC.
Ticker: RAI Security ID: 761713106
Meeting Date: MAY 06, 2011 Meeting Type: Annual
Record Date: MAR 14, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Luc Jobin For For Management
1.2 Elect Director Nana Mensah For For Management
1.3 Elect Director John J. Zillmer For For Management
1.4 Elect Director John P. Daly For For Management
1.5 Elect Director Daniel M. Delen For For Management
2 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
3 Advisory Vote on Say on Pay Frequency One Year One Year Management
4 Increase Authorized Common Stock For For Management
5 Ratify Auditors For For Management
6 Declassify the Board of Directors Against For Shareholder
7 Cease Production of Flavored Tobacco Against Against Shareholder
Products
8 Adopt Human Rights Protocols for Against Against Shareholder
Company and Suppliers
--------------------------------------------------------------------------------
RIVERBED TECHNOLOGY, INC.
Ticker: RVBD Security ID: 768573107
Meeting Date: JUN 01, 2011 Meeting Type: Annual
Record Date: APR 11, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Michael R. Kourey For For Management
2 Elect Director Mark S. Lewis For For Management
3 Elect Director Steven McCanne For For Management
4 Ratify Auditors For For Management
5 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
6 Advisory Vote on Say on Pay Frequency Three One Year Management
Years
--------------------------------------------------------------------------------
ROCKWOOD HOLDINGS, INC.
Ticker: ROC Security ID: 774415103
Meeting Date: MAY 06, 2011 Meeting Type: Annual
Record Date: MAR 16, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Brian F. Carroll For For Management
1.2 Elect Director Todd A. Fisher For For Management
1.3 Elect Director Douglas L. Maine For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
4 Advisory Vote on Say on Pay Frequency Three One Year Management
Years
--------------------------------------------------------------------------------
ROYAL CARIBBEAN CRUISES LTD.
Ticker: RCL Security ID: V7780T103
Meeting Date: MAY 24, 2011 Meeting Type: Annual
Record Date: MAR 25, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Laura D.B. Laviada as Director For For Management
2 Elect Eyal M. Ofer as Director For For Management
3 Elect William K. Relly as Director For For Management
4 Elect A. Alexander Wihelmsen as For For Management
Director
5 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
6 Advisory Vote on Say on Pay Frequency Three One Year Management
Years
7 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
8 Advisory Vote to Ratify Directors' Against Against Shareholder
Compensation
--------------------------------------------------------------------------------
STEEL DYNAMICS, INC.
Ticker: STLD Security ID: 858119100
Meeting Date: MAY 19, 2011 Meeting Type: Annual
Record Date: MAR 21, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Keith E. Busse For For Management
1.2 Elect Director Mark D. Millett For For Management
1.3 Elect Director Richard . Teets, Jr. For For Management
1.4 Elect Director John C. Bates For For Management
1.5 Elect Director Frank D. Byrne For For Management
1.6 Elect Director Paul B. Edgerley For For Management
1.7 Elect Director Richard J. Freeland For For Management
1.8 Elect Director Jurgen Kolb For For Management
1.9 Elect Director James C. Marcuccilli For For Management
1.10 Elect Director Joseph D. Ruffolo For For Management
1.11 Elect Director Gabriel L. Shaheen For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
4 Advisory Vote on Say on Pay Frequency One Year One Year Management
5 Other Business For Against Management
--------------------------------------------------------------------------------
STILLWATER MINING COMPANY
Ticker: SWC Security ID: 86074Q102
Meeting Date: MAY 03, 2011 Meeting Type: Annual
Record Date: MAR 21, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Craig L. Fuller For For Management
1.2 Elect Director Patrick M. James For For Management
1.3 Elect Director Steven S. Lucas For For Management
1.4 Elect Director Michael S. Parrett For For Management
1.5 Elect Director Francis R. McAllister For For Management
1.6 Elect Director Sheryl K. Pressler For For Management
1.7 Elect Director Michael Schiavone For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
4 Advisory Vote on Say on Pay Frequency One Year One Year Management
5 Authorize New Class of Preferred Stock For Against Management
--------------------------------------------------------------------------------
TERADYNE, INC.
Ticker: TER Security ID: 880770102
Meeting Date: MAY 24, 2011 Meeting Type: Annual
Record Date: APR 01, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director James W. Bagley For For Management
2 Elect Director Michael A. Bradley For For Management
3 Elect Director Albert Carnesale For For Management
4 Elect Director Daniel W. Christman For For Management
5 Elect Director Edwin J. Gillis For For Management
6 Elect Director Timothy E. Guertin For For Management
7 Elect Director Paul J. Tufano For For Management
8 Elect Director Roy A. Vallee For For Management
9 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
10 Advisory Vote on Say on Pay Frequency Three One Year Management
Years
11 Amend Omnibus Stock Plan For For Management
12 Ratify Auditors For For Management
--------------------------------------------------------------------------------
THE TRAVELERS COMPANIES, INC.
Ticker: TRV Security ID: 89417E109
Meeting Date: MAY 26, 2011 Meeting Type: Annual
Record Date: MAR 28, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Alan L. Beller For For Management
2 Elect Director John H. Dasburg For For Management
3 Elect Director Janet M. Dolan For For Management
4 Elect Director Kenneth M. Duberstein For For Management
5 Elect Director Jay S. Fishman For For Management
6 Elect Director Lawrence G. Graev For For Management
7 Elect Director Patricia L. Higgins For For Management
8 Elect Director Thomas R. Hodgson For For Management
9 Elect Director Cleve L. Killingsworth, For For Management
Jr.
10 Elect Director Donald J. Shepard For For Management
11 Elect Director Laurie J. Thomsen For For Management
12 Ratify Auditors For For Management
13 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
14 Advisory Vote on Say on Pay Frequency Three One Year Management
Years
--------------------------------------------------------------------------------
TIME WARNER CABLE INC.
Ticker: TWC Security ID: 88732J207
Meeting Date: MAY 19, 2011 Meeting Type: Annual
Record Date: MAR 24, 2011
# 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 Ratify Auditors For For Management
14 Approve Omnibus Stock Plan For For Management
15 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
16 Advisory Vote on Say on Pay Frequency One Year One Year Management
--------------------------------------------------------------------------------
UNITED CONTINENTAL HOLDINGS, INC.
Ticker: UAL Security ID: 910047109
Meeting Date: JUN 08, 2011 Meeting Type: Annual
Record Date: APR 11, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Kirbyjon H. Caldwell For For Management
1.2 Elect Director Carolyn Corvi For For Management
1.3 Elect Director W. James Farrell For For Management
1.4 Elect Director Jane C. Garvey For For Management
1.5 Elect Director Walter Isaacson For For Management
1.6 Elect Director Henry L. Meyer III For For Management
1.7 Elect Director Oscar Munoz For For Management
1.8 Elect Director James J. O'Connor For For Management
1.9 Elect Director Laurence E. Simmons For For Management
1.10 Elect Director Jeffery A. Smisek For For Management
1.11 Elect Director Glenn F. Tilton For For Management
1.12 Elect Director David J. Vitale For For Management
1.13 Elect Director John H. Walker For For Management
1.14 Elect Director Charles A. Yamarone For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
4 Advisory Vote on Say on Pay Frequency One Year One Year Management
--------------------------------------------------------------------------------
VERISIGN, INC.
Ticker: VRSN Security ID: 92343E102
Meeting Date: MAY 26, 2011 Meeting Type: Annual
Record Date: MAR 30, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director D. James Bidzos For For Management
2 Elect Director William L. Chenevich For For Management
3 Elect Director Kathleen A. Cote For For Management
4 Elect Director Mark D. Mclaughlin For For Management
5 Elect Director Roger H. Moore For For Management
6 Elect Director John D. Roach For For Management
7 Elect Director Louis A. Simpson For For Management
8 Elect Director Timothy Tomlinson For For Management
9 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
10 Advisory Vote on Say on Pay Frequency One Year One Year Management
11 Amend Omnibus Stock Plan For For Management
12 Ratify Auditors For For Management
--------------------------------------------------------------------------------
VIRGIN MEDIA INC.
Ticker: VMED Security ID: 92769L101
Meeting Date: JUN 07, 2011 Meeting Type: Annual
Record Date: APR 20, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James A. Chiddix For For Management
1.2 Elect Director William R. Huff For For Management
1.3 Elect Director James F. Mooney For For Management
1.4 Elect Director John N. Rigsby For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
4 Advisory Vote on Say on Pay Frequency One Year One Year Management
========== END NPX REPORT
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Registrant: MFS SERIES TRUST XII
By (Signature and Title): MARIA F. DIORIODWYER*
-------------------------------------------------
Maria F. DiOrioDwyer, Principal Executive Officer
Date: August 12, 2011
*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. DiOrioDwyer pursuant to
a Power of Attorney dated October 26, 2010. (1)
(1) Incorporated by reference to MFS Series Trust XIII (File Nos. 2-74959 and
811-3327) Post-Effective Amendment No. 45 filed with the SEC via EDGAR on
March 10, 2011.