UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21780
MFS SERIES TRUST XII
(Exact name of registrant as specified in charter)
500 Boylston Street, Boston, Massachusetts 02116
(Address of principal executive offices) (Zip code)
Susan S. Newton
Massachusetts Financial Services Company
500 Boylston Street
Boston, Massachusetts 02116
(Name and address of agents for service)
Registrant's telephone number, including area code: (617) 954-5000
Date of fiscal year end: April 30*
Date of reporting period: July 1, 2006 - June 30, 2007
* The fiscal year end of the MFS Sector Rotational Fund, a series of the
Registrant, is October 31.
ITEM 1. PROXY VOTING RECORD.
******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-21780
Reporting Period: 07/01/2006 - 06/30/2007
MFS Series Trust XII
============================ MFS LIFETIME 2010 FUND ============================
MFS STRATEGIC GROWTH FUND
Ticker: Security ID: 552983868
Meeting Date: JUN 7, 2007 Meeting Type: Special
Record Date: APR 2, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Reorganization of Funds For For Management
============================ MFS LIFETIME 2020 FUND ============================
MFS STRATEGIC GROWTH FUND
Ticker: Security ID: 552983868
Meeting Date: JUN 7, 2007 Meeting Type: Special
Record Date: APR 2, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Reorganization of Funds For For Management
============================ MFS LIFETIME 2030 FUND ============================
MFS STRATEGIC GROWTH FUND
Ticker: Security ID: 552983868
Meeting Date: JUN 7, 2007 Meeting Type: Special
Record Date: APR 2, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Reorganization of Funds For For Management
============================ MFS LIFETIME 2040 FUND ============================
MFS STRATEGIC GROWTH FUND
Ticker: Security ID: 552983868
Meeting Date: JUN 7, 2007 Meeting Type: Special
Record Date: APR 2, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Reorganization of Funds For For Management
===================== MFS LIFETIME RETIREMENT INCOME FUND ======================
NO PROXY VOTING RECORDS FOR THIS REPORTING PERIOD
========================== MFS SECTOR ROTATIONAL FUND ==========================
ALLEGHENY TECHNOLOGIES, INC.
Ticker: ATI Security ID: 01741R102
Meeting Date: MAY 2, 2007 Meeting Type: Annual
Record Date: MAR 5, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director H. Kent Bowen For For Management
1.2 Elect Director L. Patrick Hassey For For Management
1.3 Elect Director John D. Turner For For Management
2 Approve Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
4 Prepare a Sustainability Report Against Against Shareholder
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ALLIANT ENERGY CORP.
Ticker: LNT Security ID: 018802108
Meeting Date: MAY 10, 2007 Meeting Type: Annual
Record Date: MAR 20, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James A. Leach For For Management
1.2 Elect Director Michael L. Bennett For For Management
1.3 Elect Director Darryl B. Hazel For For Management
1.4 Elect Director David A. Perdue For For Management
1.5 Elect Director Judith D. Pyle For For Management
2 Ratify Auditors For For Management
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ALLSTATE CORP., THE
Ticker: ALL Security ID: 020002101
Meeting Date: MAY 15, 2007 Meeting Type: Annual
Record Date: MAR 16, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director F. Duane Ackerman For For Management
2 Elect Director James G. Andress For For Management
3 Elect Director Robert D. Beyer For For Management
4 Elect Director W. James Farrell For For Management
5 Elect Director Jack M. Greenberg For For Management
6 Elect Director Ronald T. LeMay For For Management
7 Elect Director Edward M. Liddy For For Management
8 Elect Director J. Christopher Reyes For For Management
9 Elect Director H. John Riley, Jr. For For Management
10 Elect Director Joshua I. Smith For For Management
11 Elect Director Judith A. Sprieser For For Management
12 Elect Director Mary Alice Taylor For For Management
13 Elect Director Thomas J. Wilson For For Management
14 Ratify Auditors For For Management
15 Reduce Supermajority Vote Requirement For For Management
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AMERICAN EAGLE OUTFITTERS, INC.
Ticker: AEO Security ID: 02553E106
Meeting Date: JUN 12, 2007 Meeting Type: Annual
Record Date: APR 16, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jon P. Diamond For For Management
1.2 Elect Director Alan T. Kane For For Management
1.3 Elect Director Cary D. Mcmillan For For Management
1.4 Elect Director James V. O'Donnell For For Management
2 Increase Authorized Common Stock For For Management
3 Ratify Auditors For For Management
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AMERICAN FINANCIAL GROUP, INC.
Ticker: AFG Security ID: 025932104
Meeting Date: MAY 17, 2007 Meeting Type: Annual
Record Date: MAR 30, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Carl H. Lindner For For Management
1.2 Elect Director Carl H. Lindner, III For For Management
1.3 Elect Director S. Craig Lindner For For Management
1.4 Elect Director Kenneth C. Ambrecht For For Management
1.5 Elect Director Theodore H. Emmerich For For Management
1.6 Elect Director James E. Evans For For Management
1.7 Elect Director Terry S. Jacobs For For Management
1.8 Elect Director William R. Martin For For Management
1.9 Elect Director William W. Verity For For Management
2 Ratify Auditors For For Management
3 Approve Executive Incentive Bonus Plan For For Management
- --------------------------------------------------------------------------------
APPLE, INC.
Ticker: AAPL Security ID: 037833100
Meeting Date: MAY 10, 2007 Meeting Type: Annual
Record Date: MAR 20, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William V. Campbell For Withhold Management
1.2 Elect Director Millard S. Drexler For Withhold Management
1.3 Elect Director Albert A. Gore, Jr. For Withhold Management
1.4 Elect Director Steven P. Jobs For Withhold Management
1.5 Elect Director Arthur D. Levinson, Ph.D. For Withhold Management
1.6 Elect Director Eric E. Schmidt, Ph.D. For Withhold Management
1.7 Elect Director Jerome B. York For Withhold Management
2 Amend Omnibus Stock Plan For For Management
3 Amend Qualified Employee Stock Purchase For For Management
Plan
4 Amend Non-Employee Director Stock Option For For Management
Plan
5 Ratify Auditors For For Management
6 Compensation Specific--Option Dating Against Against Shareholder
Policy
7 Pay For Superior Performance Against Against Shareholder
8 Report on Feasibility of Adopting a Toxic Against Against Shareholder
Chemical Elimination Policy
9 Stock Retention/Holding Period Against Against Shareholder
10 Report on Computer Recycling Policy Against Against Shareholder
11 Advisory Vote to Ratify Named Executive Against Against Shareholder
Officers' Compensation
- --------------------------------------------------------------------------------
ARCHER-DANIELS-MIDLAND COMPANY
Ticker: ADM Security ID: 39483102
Meeting Date: NOV 2, 2006 Meeting Type: Annual
Record Date: SEP 15, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 Election of Directors. For For Management
2 Adopt Stockholder's Proposal No. 1 Against Against Shareholder
(Labeling Genetically Engineered Food).
3 Adopt Stockholder's Proposal No. 2 (Code Against Against Shareholder
of Conduct Regarding Global Human Rights
Standards).
- --------------------------------------------------------------------------------
AT&T INC
Ticker: T Security ID: 00206R102
Meeting Date: APR 27, 2007 Meeting Type: Annual
Record Date: FEB 28, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director William F. Aldinger III For For Management
2 Elect Director Gilbert F. Amelio For For Management
3 Elect Director Reuben V. Anderson For For Management
4 Elect Director James H. Blanchard For For Management
5 Elect Director August A. Busch III For For Management
6 Elect Director James P. Kelly For For Management
7 Elect Director Charles F. Knight For For Management
8 Elect Director Jon C. Madonna For For Management
9 Elect Director Lynn M. Martin For For Management
10 Elect Director John B. McCoy For For Management
11 Elect Director Mary S. Metz For For Management
12 Elect Director Toni Rembe For For Management
13 Elect Director Joyce M. Roche For For Management
14 Elect Director Randall L. Stephenson For For Management
15 Elect Director Laura D' Andrea Tyson For For Management
16 Elect Director Patricia P. Upton For For Management
17 Elect Director Edward E. Whitacre, Jr. For For Management
18 Ratify Auditors For For Management
19 Compensation Specific-Severance Payments For For Management
to Executives
20 Report on Political Contributions Against Against Shareholder
21 Amend Articles/Bylaws/Charter - Call Against For Shareholder
Special Meetings
22 Pay For Superior Performance Against Against Shareholder
23 Advisory Vote to Ratify Named Executive Against Against Shareholder
Officers' Compensation
24 Establish SERP Policy Against Against Shareholder
- --------------------------------------------------------------------------------
BANK OF AMERICA CORP.
Ticker: BAC Security ID: 060505104
Meeting Date: APR 25, 2007 Meeting Type: Annual
Record Date: MAR 2, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director William Barnet, III For For Management
2 Elect Director Frank P. Bramble, Sr. For For Management
3 Elect Director John T. Collins For For Management
4 Elect Director Gary L. Countryman For For Management
5 Elect Director Tommy R. Franks For For Management
6 Elect Director Charles K. Gifford For For Management
7 Elect Director W. Steven Jones For For Management
8 Elect Director Kenneth D. Lewis For For Management
9 Elect Director Monica C. Lozano For For Management
10 Elect Director Walter E. Massey For For Management
11 Elect Director Thomas J. May For For Management
12 Elect Director Patricia E. Mitchell For For Management
13 Elect Director Thomas M. Ryan For For Management
14 Elect Director O. Temple Sloan, Jr. For For Management
15 Elect Director Meredith R. Spangler For For Management
16 Elect Director Robert L. Tillman For For Management
17 Elect Director Jackie M. Ward For For Management
18 Ratify Auditors For For Management
19 Prohibit Executive Stock-Based Awards Against Against Shareholder
20 Change Size of Board of Directors Against Against Shareholder
21 Separate Chairman and CEO Positions Against Against Shareholder
- --------------------------------------------------------------------------------
BAXTER INTERNATIONAL INC.
Ticker: BAX Security ID: 071813109
Meeting Date: MAY 1, 2007 Meeting Type: Annual
Record Date: MAR 2, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Blake E. Devitt For For Management
2 Elect Director John D. Forsyth For For Management
3 Elect Director Gail D. Fosler For For Management
4 Elect Director Carole J. Shapazian For For Management
5 Ratify Auditors For For Management
6 Approve Omnibus Stock Plan For For Management
- --------------------------------------------------------------------------------
BEAR STEARNS COMPANIES INC., THE
Ticker: BSC Security ID: 073902108
Meeting Date: APR 18, 2007 Meeting Type: Annual
Record Date: FEB 20, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James E. Cayne For For Management
1.2 Elect Director Henry S. Bienen For For Management
1.3 Elect Director Carl D. Glickman For For Management
1.4 Elect Director Michael Goldstein For For Management
1.5 Elect Director Alan C. Greenberg For For Management
1.6 Elect Director Donald J. Harrington For For Management
1.7 Elect Director Frank T. Nickell For For Management
1.8 Elect Director Paul A. Novelly For For Management
1.9 Elect Director Frederic V. Salerno For For Management
1.10 Elect Director Alan D. Schwartz For For Management
1.11 Elect Director Warren J. Spector For For Management
1.12 Elect Director Vincent Tese For For Management
1.13 Elect Director Wesley S. Williams Jr. For For Management
2 Amend Stock Option Plan For Against Management
3 Amend Restricted Stock Plan For Against Management
4 Amend Executive Incentive Bonus Plan For For Management
5 Approve Executive Incentive Bonus Plan For For Management
6 Ratify Auditors For For Management
7 Pay For Superior Performance Against Against Shareholder
- --------------------------------------------------------------------------------
CISCO SYSTEMS, INC.
Ticker: CSCO Security ID: 17275R102
Meeting Date: NOV 15, 2006 Meeting Type: Annual
Record Date: SEP 18, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1 Election of Directors. For For Management
- --------------------------------------------------------------------------------
CISCO SYSTEMS, INC.
Ticker: CSCO Security ID: 17275R103
Meeting Date: NOV 15, 2006 Meeting Type: Annual
Record Date: SEP 18, 2006
# Proposal Mgt Rec Vote Cast Sponsor
2 To ratify the appointment of For For Management
PriceWaterhouseCoopers LLP as Cisco's
independent registered public accounting
firm for the fiscal year ending July 28,
2007.
- --------------------------------------------------------------------------------
CISCO SYSTEMS, INC.
Ticker: CSCO Security ID: 17275R104
Meeting Date: NOV 15, 2006 Meeting Type: Annual
Record Date: SEP 18, 2006
# Proposal Mgt Rec Vote Cast Sponsor
3 Proposal submitted by shareholder urging Against For Shareholder
the Board of Directors to adopt a policy
that a significant portion of future
equity compensation grants to senior r
executives shall be shares of stock that
require the achievement of performance
goals as a prereq
- --------------------------------------------------------------------------------
CISCO SYSTEMS, INC.
Ticker: CSCO Security ID: 17275R105
Meeting Date: NOV 15, 2006 Meeting Type: Annual
Record Date: SEP 18, 2006
# Proposal Mgt Rec Vote Cast Sponsor
4 Proposal submitted by shareholders Against Against Shareholder
requesting that the Board's Compensation
Committee initiate a review of Cisco's
executive compensation policies and to
make available upon request, a report
that review by January 1, 2007, as set
forth in the accompanyin
- --------------------------------------------------------------------------------
CISCO SYSTEMS, INC.
Ticker: CSCO Security ID: 17275R106
Meeting Date: NOV 15, 2006 Meeting Type: Annual
Record Date: SEP 18, 2006
# Proposal Mgt Rec Vote Cast Sponsor
5 Proposal submitted by shareholders Against Against Shareholder
requesting that the Board publish a
report to shareholders within six months
providing a summarized listing and
assessment to concrete steps Cisco could
reasonably take to reduce the likelihood
that its business practice
- --------------------------------------------------------------------------------
CIT GROUP INC
Ticker: CIT Security ID: 125581108
Meeting Date: MAY 8, 2007 Meeting Type: Annual
Record Date: MAR 19, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jeffrey M. Peek For For Management
1.2 Elect Director Gary C. Butler For For Management
1.3 Elect Director William M. Freeman For For Management
1.4 Elect Director Susan Lyne For For Management
1.5 Elect Director Marianne Miller Parrs For For Management
1.6 Elect Director Timothy M. Ring For For Management
1.7 Elect Director John R. Ryan For For Management
1.8 Elect Director Seymour Sternberg For For Management
1.9 Elect Director Peter J. Tobin For For Management
1.10 Elect Director Lois M. Van Deusen For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
COGNIZANT TECHNOLOGY SOLUTIONS CORP.
Ticker: CTSH Security ID: 192446102
Meeting Date: JUN 7, 2007 Meeting Type: Annual
Record Date: APR 17, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Lakshmi Narayanan For For Management
1.2 Elect Director John E. Klein For For Management
2 Amend Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
4 Other Business For Against Management
- --------------------------------------------------------------------------------
CVS/CAREMARK CORP
Ticker: CVS Security ID: 126650100
Meeting Date: MAY 9, 2007 Meeting Type: Annual
Record Date: MAR 30, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Edwin M. Banks For For Management
2 Elect Director C. David Brown II For For Management
3 Elect Director Edwin Mac Crawford For For Management
4 Elect Director David W. Dorman For For Management
5 Elect Director Kristen E. Gibney Williams For For Management
6 Elect Director Roger L. Headrick For For Management
7 Elect Director Marian L. Heard For For Management
8 Elect Director William H. Joyce For For Management
9 Elect Director Jean-Pierre Million For For Management
10 Elect Director Terrence Murray For For Management
11 Elect Director C.A. Lance Piccolo For For Management
12 Elect Director Sheli Z. Rosenberg For For Management
13 Elect Director Thomas M. Ryan For For Management
14 Elect Director Richard J. Swift For For Management
15 Ratify Auditors For For Management
16 Approve Qualified Employee Stock Purchase For For Management
Plan
17 Approve Executive Incentive Bonus Plan For For Management
18 Limit Executive Compensation Against Against Shareholder
19 Separate Chairman and CEO Positions Against Against Shareholder
20 Prepare Sustainability Report Against Against Shareholder
21 Disclose Information on Compensation Against Against Shareholder
Consultant
22 Compensation Specific- Policy on Stock Against Against Shareholder
Option Grants/Option Backdating
- --------------------------------------------------------------------------------
DARDEN RESTAURANTS, INC.
Ticker: DRI Security ID: 237194105
Meeting Date: SEP 15, 2006 Meeting Type: Annual
Record Date: JUL 24, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1 Election of Directors. For For Management
2 To approve the amended Darden Restaurants For For Management
2002 Stock Plan.
3 To ratify the appointment of KPMG LLP as For For Management
our independent registered public
accounting firm for the fiscal year
ending May 27, 2007.
4 To consider a shareholder proposal Against For Shareholder
regarding a majority vote standard for
the election of directors.
- --------------------------------------------------------------------------------
ENERGEN CORP.
Ticker: EGN Security ID: 29265N108
Meeting Date: APR 25, 2007 Meeting Type: Annual
Record Date: MAR 2, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Stephen D. Ban For For Management
1.2 Elect Director Julian W. Banton For For Management
1.3 Elect Director T. Michael Goodrich For For Management
1.4 Elect Director Wm. Michael Warren, Jr. For For Management
1.5 Elect Director James T. McManus, II 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
- --------------------------------------------------------------------------------
ENSCO INTERNATIONAL, INC.
Ticker: ESV Security ID: 26874Q100
Meeting Date: MAY 22, 2007 Meeting Type: Annual
Record Date: MAR 26, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director David M. Carmichael For For Management
2 Elect Director Thomas L. Kelly II For For Management
3 Elect Director Rita M. Rodriguez For For Management
4 Ratify Auditors For For Management
5 Other Business For Against Management
- --------------------------------------------------------------------------------
ENTERGY CORP.
Ticker: ETR Security ID: 29364G103
Meeting Date: MAY 4, 2007 Meeting Type: Annual
Record Date: MAR 6, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Maureen Scannell Bateman For For Management
1.2 Elect Director W. Frank Blount For For Management
1.3 Elect Director Simon D. DeBree For For Management
1.4 Elect Director Gary W. Edwards For For Management
1.5 Elect Director Alexis M. Herman For For Management
1.6 Elect Director Donald C. Hintz For For Management
1.7 Elect Director J. Wayne Leonard For For Management
1.8 Elect Director Stuart L. Levenick For For Management
1.9 Elect Director James R. Nichols For For Management
1.10 Elect Director William A. Percy, II For For Management
1.11 Elect Director W.J. Tauzin For For Management
1.12 Elect Director Steven V. Wilkinson For For Management
2 Ratify Auditors For For Management
3 Report on Political Contributions Against Against Shareholder
4 Limit Executive Compensation Against Against Shareholder
- --------------------------------------------------------------------------------
EXPRESS SCRIPTS, INC.
Ticker: ESRX Security ID: 302182100
Meeting Date: MAY 23, 2007 Meeting Type: Annual
Record Date: MAR 30, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Gary G. Benanav For For Management
1.2 Elect Director Frank J. Borelli For For Management
1.3 Elect Director Maura C. Breen For For Management
1.4 Elect Director Nicholas J. LaHowchic For For Management
1.5 Elect Director Thomas P. Mac Mahon For For Management
1.6 Elect Director Woodrow A. Myers Jr., M.D. For For Management
1.7 Elect Director John O. Parker, Jr. For For Management
1.8 Elect Director George Paz For For Management
1.9 Elect Director Samuel K. Skinner For For Management
1.10 Elect Director Seymour Sternberg For For Management
1.11 Elect Director Barrett A. Toan For For Management
1.12 Elect Director Howard L. Waltman For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
FEDEX CORPORATION
Ticker: FDX Security ID: 31428X106
Meeting Date: SEP 25, 2006 Meeting Type: Annual
Record Date: JUL 31, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1 Election of Directors. For For Management
- --------------------------------------------------------------------------------
FEDEX CORPORATION
Ticker: FDX Security ID: 31428X107
Meeting Date: SEP 25, 2006 Meeting Type: Annual
Record Date: JUL 31, 2006
# Proposal Mgt Rec Vote Cast Sponsor
2 Approval of Amendments to Certificate of For For Management
Incorporation and Bylaws to Eliminate
Supermajority Voting requirements.
- --------------------------------------------------------------------------------
FEDEX CORPORATION
Ticker: FDX Security ID: 31428X108
Meeting Date: SEP 25, 2006 Meeting Type: Annual
Record Date: JUL 31, 2006
# Proposal Mgt Rec Vote Cast Sponsor
3 Ratification of Independent Registered For For Management
Public Accounting Firm.
- --------------------------------------------------------------------------------
FEDEX CORPORATION
Ticker: FDX Security ID: 31428X109
Meeting Date: SEP 25, 2006 Meeting Type: Annual
Record Date: JUL 31, 2006
# Proposal Mgt Rec Vote Cast Sponsor
4 Stockholder proposal regarding Global Against Against Shareholder
Warming Report.
- --------------------------------------------------------------------------------
FEDEX CORPORATION
Ticker: FDX Security ID: 31428X110
Meeting Date: SEP 25, 2006 Meeting Type: Annual
Record Date: JUL 31, 2006
# Proposal Mgt Rec Vote Cast Sponsor
5 Stockholder proposal regarding Majority Against For Shareholder
Voting For Director Elections.
- --------------------------------------------------------------------------------
FMC TECHNOLOGIES, INC.
Ticker: FTI Security ID: 30249U101
Meeting Date: MAY 4, 2007 Meeting Type: Annual
Record Date: MAR 5, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Asbjorn Larsen For For Management
1.2 Elect Director Joseph H. Netherland For For Management
1.3 Elect Director James R. Thompson For For Management
- --------------------------------------------------------------------------------
FPL GROUP, INC.
Ticker: FPL Security ID: 302571104
Meeting Date: DEC 15, 2006 Meeting Type: Annual
Record Date: OCT 25, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1 Election of Directors. For For Management
2 To ratify the appointment of Deloitte & For For Management
Touche LLP as independent registered
public accounting firm for the fiscal
year 2006.
- --------------------------------------------------------------------------------
FPL GROUP, INC.
Ticker: FPL Security ID: 302571104
Meeting Date: MAY 25, 2007 Meeting Type: Annual
Record Date: MAR 26, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Sherry S. Barrat For For Management
1.2 Elect Director Robert M. Beall, II For For Management
1.3 Elect Director J. Hyatt Brown For For Management
1.4 Elect Director James L. Camaren For For Management
1.5 Elect Director J. Brian Ferguson For For Management
1.6 Elect Director Lewis Hay, III For For Management
1.7 Elect Director Toni Jennings For For Management
1.8 Elect Director Oliver D. Kingsley, Jr. For For Management
1.9 Elect Director Rudy E. Schupp For For Management
1.10 Elect Director Michael H. Thaman For For Management
1.11 Elect Director Hansel E. Tookes, II For For Management
1.12 Elect Director Paul R. Tregurtha For For Management
2 Ratify Auditors For For Management
3 Approve Non-Employee Director Stock For For Management
Option Plan
- --------------------------------------------------------------------------------
GENERAL DYNAMICS CORP.
Ticker: GD Security ID: 369550108
Meeting Date: MAY 2, 2007 Meeting Type: Annual
Record Date: MAR 9, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Nicholas D. Chabraja For For Management
2 Elect Director James S. Crown For For Management
3 Elect Director William P. Fricks For For Management
4 Elect Director Charles H. Goodman For For Management
5 Elect Director Jay L. Johnson For For Management
6 Elect Director George A. Joulwan For For Management
7 Elect Director Paul G. Kaminski For For Management
8 Elect Director John M. Keane For For Management
9 Elect Director Deborah J. Lucas For For Management
10 Elect Director Lester L. Lyles For For Management
11 Elect Director Carl E. Mundy, Jr. For For Management
12 Elect Director Robert Walmsley For For Management
13 Ratify Auditors For For Management
14 Pay For Superior Performance Against Against Shareholder
15 Performance-Based and/or Equity Based Against Against Shareholder
Awards
- --------------------------------------------------------------------------------
GILEAD SCIENCES, INC.
Ticker: GILD Security ID: 375558103
Meeting Date: MAY 9, 2007 Meeting Type: Annual
Record Date: MAR 22, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Paul Berg For For Management
1.2 Elect Director John F. Cogan For For Management
1.3 Elect Director Etienne F. Davignon For For Management
1.4 Elect Director James M. Denny For For Management
1.5 Elect Director Carla A. Hills For For Management
1.6 Elect Director John W. Madigan For For Management
1.7 Elect Director John C. Martin For For Management
1.8 Elect Director Gordon E. Moore For For Management
1.9 Elect Director Nicholas Moore For For Management
1.10 Elect Director Gayle E. Wilson For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
4 Amend Qualified Employee Stock Purchase For For Management
Plan
- --------------------------------------------------------------------------------
GOLDMAN SACHS GROUP, INC., THE
Ticker: GS Security ID: 38141G104
Meeting Date: APR 11, 2007 Meeting Type: Annual
Record Date: JAN 26, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Lloyd C. Blankfein For For Management
2 Elect Director Lord Browne of Madingley For For Management
3 Elect Director John H. Bryan For For Management
4 Elect Director Gary D. Cohn For For Management
5 Elect Director Claes Dahlback For For Management
6 Elect Director Stephen Friedman For For Management
7 Elect Director William W. George For For Management
8 Elect Director Rajat K. Gupta For For Management
9 Elect Director James A. Johnson For For Management
10 Elect Director Lois D. Juliber For For Management
11 Elect Director Edward M. Liddy For For Management
12 Elect Director Ruth J. Simmons For For Management
13 Elect Director Jon Winkelried For For Management
14 Ratify Auditors For For Management
15 Report on Charitable Contributions Against Against Shareholder
16 Sustainability Report Against Against Shareholder
17 Prohibit Executive Stock-Based Awards Against Against Shareholder
- --------------------------------------------------------------------------------
GUESS?, INC.
Ticker: GES Security ID: 401617105
Meeting Date: JUN 18, 2007 Meeting Type: Annual
Record Date: APR 23, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Paul Marciano For For Management
1.2 Elect Director Anthony Chidoni For For Management
1.3 Elect Director Judith Blumenthal For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
HARLEY-DAVIDSON, INC.
Ticker: HOG Security ID: 412822108
Meeting Date: APR 28, 2007 Meeting Type: Annual
Record Date: MAR 5, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Barry K. Allen For For Management
1.2 Elect Director Richard I. Beattie For For Management
1.3 Elect Director Judson C. Green For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
HARRIS CORPORATION
Ticker: HRS Security ID: 413875105
Meeting Date: OCT 27, 2006 Meeting Type: Annual
Record Date: SEP 1, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1 Election of Directors. For For Management
2 Ratification of the appointment of Ernst For For Management
& Young LLP as independent registered
public accountants.
- --------------------------------------------------------------------------------
HEWLETT-PACKARD CO.
Ticker: HPQ Security ID: 428236103
Meeting Date: MAR 14, 2007 Meeting Type: Annual
Record Date: JAN 16, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director L.T. Babbio, Jr. For For Management
2 Elect Director S.M. Baldauf For For Management
3 Elect Director R.A. Hackborn For For Management
4 Elect Director J.H. Hammergren For For Management
5 Elect Director M.V. Hurd For For Management
6 Elect Director R.L. Ryan For For Management
7 Elect Director L.S. Salhany For For Management
8 Elect Director G.K.Thompson For For Management
9 Ratify Auditors For For Management
10 Require Director Nominee Qualifications Against Against Shareholder
11 Separate Chairman and CEO Positions Against Against Shareholder
12 Submit Shareholder Rights Plan (Poison Against For Shareholder
Pill) to Shareholder Vote
13 Performance-Based Equity Awards Against Against Shareholder
- --------------------------------------------------------------------------------
J. C. PENNEY CO., INC (HLDG CO)
Ticker: JCP Security ID: 708160106
Meeting Date: MAY 18, 2007 Meeting Type: Annual
Record Date: MAR 19, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Colleen C. Barrett For For Management
1.2 Elect Director M. Anthony Burns For For Management
1.3 Elect Director Maxine K. Clark For For Management
1.4 Elect Director Anne Marie Tallman For For Management
2 Ratify Auditors For For Management
3 Submit Severance Agreement (Change in Against For Shareholder
Control) to shareholder Vote
4 Require a Majority Vote for the Election Against Against Shareholder
of Directors
- --------------------------------------------------------------------------------
KOHL'S CORP.
Ticker: KSS Security ID: 500255104
Meeting Date: MAY 2, 2007 Meeting Type: Annual
Record Date: MAR 7, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Steven A. Burd For For Management
1.2 Elect Director Wayne Embry For For Management
1.3 Elect Director James D. Ericson For For Management
1.4 Elect Director John F. Herma For For Management
1.5 Elect Director William S. Kellogg For For Management
1.6 Elect Director Kevin Mansell For For Management
1.7 Elect Director R. Lawrence Montgomery For For Management
1.8 Elect Director Frank V. Sica For For Management
1.9 Elect Director Peter M. Sommerhauser For For Management
1.10 Elect Director Stephen E. Watson For For Management
1.11 Elect Director R. Elton White 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
5 Company Specific-Adopt Majority Vote for For For Management
Election of Directors
6 Require a Majority Vote for the Election Against Against Shareholder
of Directors
- --------------------------------------------------------------------------------
KROGER CO., THE
Ticker: KR Security ID: 501044101
Meeting Date: JUN 28, 2007 Meeting Type: Annual
Record Date: APR 30, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Reuben V. Anderson For For Management
1.2 Elect Director John L. Clendenin For For Management
1.3 Elect Director David B. Dillon For For Management
1.4 Elect Director David B. Lewis For For Management
1.5 Elect Director Don W. McGeorge For For Management
1.6 Elect Director W. Rodney McMullen For For Management
1.7 Elect Director Jorge P. Montoya For For Management
1.8 Elect Director Clyde R. Moore For For Management
1.9 Elect Director Susan M. Phillips For For Management
1.10 Elect Director Steven R. Rogel For For Management
1.11 Elect Director James A. Runde For For Management
1.12 Elect Director Ronald L. Sargent For For Management
2 Approve Executive Incentive Bonus Plan For For Management
3 Amend Articles/Regulations--i)Rules of For For Management
Conduct in Connection with Shareholder
Meetings and (ii) Meetings Outside
Cincinnati
4 Ratify Auditors For For Management
5 Report on Climate Change Against Against Shareholder
- --------------------------------------------------------------------------------
LAM RESEARCH CORPORATION
Ticker: LRCX Security ID: 512807108
Meeting Date: NOV 2, 2006 Meeting Type: Annual
Record Date: SEP 15, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 Election of Directors. For For Management
2 Proposal to approve the amendment to the For For Management
Lam 2004 Executive Incentive Plan.
3 Proposal to approve the amendment to the For For Management
Lam 2007 Stock Incentive Plan.
4 Proposal to ratify the appointment of For For Management
Ernst & Young LLP as the independent
registered public accounting firm of the
Company for the fiscal year 2007.
- --------------------------------------------------------------------------------
LEHMAN BROTHERS HOLDINGS INC.
Ticker: LEH Security ID: 524908100
Meeting Date: APR 12, 2007 Meeting Type: Annual
Record Date: FEB 12, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Michael L. Ainslie For For Management
2 Elect Director John F. Akers For For Management
3 Elect Director Roger S. Berlind For For Management
4 Elect Director Thomas H. Cruikshank For For Management
5 Elect Director Marsha Johnson Evans For For Management
6 Elect Director Richard S. Fuld, Jr. For For Management
7 Elect Director Christopher Gent For For Management
8 Elect Director Roland A. Hernandez For For Management
9 Elect Director Henry Kaufman For For Management
10 Elect Director John D. Macomber For For Management
11 Ratify Auditors For For Management
12 Amend Omnibus Stock Plan For Against Management
13 Publish Political Contributions Against Against Shareholder
- --------------------------------------------------------------------------------
LOCKHEED MARTIN CORP.
Ticker: LMT Security ID: 539830109
Meeting Date: APR 26, 2007 Meeting Type: Annual
Record Date: MAR 1, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director E. C. Aldridge, Jr. For For Management
1.2 Elect Director Nolan D. Archibald For For Management
1.3 Elect Director Marcus C. Bennett For For Management
1.4 Elect Director James O. Ellis, Jr. For For Management
1.5 Elect Director Gwendolyn S. King For For Management
1.6 Elect Director James M. Loy For For Management
1.7 Elect Director Douglas H. McCorkindale For For Management
1.8 Elect Director Eugene F. Murphy For For Management
1.9 Elect Director Joseph W. Ralston For For Management
1.10 Elect Director Frank Savage For For Management
1.11 Elect Director James M. Schneider For For Management
1.12 Elect Director Anne Stevens For For Management
1.13 Elect Director Robert J. Stevens For For Management
1.14 Elect Director James R. Ukropina For For Management
1.15 Elect Director Douglas C. Yearley For For Management
2 Ratify Auditors For For Management
3 Increase Disclosure of Executive Against Against Shareholder
Compensation
4 Advisory Vote to Ratify Named Executive Against Against Shareholder
Officers' Compensation
5 Report on Nuclear Weapons Against Against Shareholder
- --------------------------------------------------------------------------------
MANPOWER INC.
Ticker: MAN Security ID: 56418H100
Meeting Date: MAY 2, 2007 Meeting Type: Annual
Record Date: FEB 21, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Gina R. Boswell For For Management
1.2 Elect Director Willie D. Davis For For Management
1.3 Elect Director Jack M. Greenberg For For Management
1.4 Elect Director Terry A. Hueneke For For Management
2 Ratify Auditors For For Management
3 Approve Executive Incentive Bonus Plan For For Management
4 MacBride Principles Against Against Shareholder
- --------------------------------------------------------------------------------
MBIA INC.
Ticker: MBI Security ID: 55262C100
Meeting Date: MAY 3, 2007 Meeting Type: Annual
Record Date: MAR 9, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director David C. Clapp For For Management
1.2 Elect Director Gary C. Dunton For For Management
1.3 Elect Director Claire L. Gaudiani For For Management
1.4 Elect Director Daniel P. Kearney For For Management
1.5 Elect Director Laurence H. Meyer For For Management
1.6 Elect Director David M. Moffett For For Management
1.7 Elect Director Debra J. Perry For For Management
1.8 Elect Director John A. Rolls For For Management
1.9 Elect Director Richard H. Walker For For Management
1.10 Elect Director Jeffery W. Yabuki For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
METLIFE, INC
Ticker: MET Security ID: 59156R108
Meeting Date: APR 24, 2007 Meeting Type: Annual
Record Date: MAR 1, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Burton A. Dole, Jr. For For Management
1.2 Elect Director R. Glenn Hubbard For For Management
1.3 Elect Director James M. Kilts For For Management
1.4 Elect Director Charles M. Leighton For For Management
1.5 Elect Director David Satcher For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
NATIONAL OILWELL VARCO, INC.
Ticker: NOV Security ID: 637071101
Meeting Date: JUN 5, 2007 Meeting Type: Annual
Record Date: APR 13, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Ben A. Guill For For Management
1.2 Elect Director Roger L. Jarvis For For Management
1.3 Elect Director Eric L. Mattson For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
NORDSTROM, INC.
Ticker: JWN Security ID: 655664100
Meeting Date: MAY 22, 2007 Meeting Type: Annual
Record Date: MAR 14, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Phyllis J. Campbell For For Management
1.2 Elect Director Enrique Hernandez, Jr. For For Management
1.3 Elect Director Jeanne P. Jackson For For Management
1.4 Elect Director Robert G. Miller For For Management
1.5 Elect Director Blake W. Nordstrom For For Management
1.6 Elect Director Erik B. Nordstrom For For Management
1.7 Elect Director Peter E. Nordstrom For For Management
1.8 Elect Director Philip G. Satre For For Management
1.9 Elect Director Alison A. Winter For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
OMNICOM GROUP INC.
Ticker: OMC Security ID: 681919106
Meeting Date: MAY 22, 2007 Meeting Type: Annual
Record Date: APR 6, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John D. Wren For For Management
1.2 Elect Director Bruce Crawford For For Management
1.3 Elect Director Robert Charles Clark For For Management
1.4 Elect Director Leonard S. Coleman, Jr. For For Management
1.5 Elect Director Errol M. Cook For For Management
1.6 Elect Director Susan S. Denison For For Management
1.7 Elect Director Michael A. Henning For For Management
1.8 Elect Director John R. Murphy For For Management
1.9 Elect Director John R. Purcell For For Management
1.10 Elect Director Linda Johnson Rice For For Management
1.11 Elect Director Gary L. Roubos For For Management
2 Ratify Auditors For For Management
3 Approve Omnibus Stock Plan For For Management
- --------------------------------------------------------------------------------
PACCAR INC.
Ticker: PCAR Security ID: 693718108
Meeting Date: APR 24, 2007 Meeting Type: Annual
Record Date: FEB 26, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Alison J. Carnwath For For Management
1.2 Elect Director Robert T. Parry For For Management
1.3 Elect Director Harold A. Wagner For For Management
2 Submit Shareholder Rights Plan (Poison Against For Shareholder
Pill) to Shareholder Vote
3 Require a Majority Vote for the Election Against For Shareholder
of Directors
- --------------------------------------------------------------------------------
PEPSICO, INC.
Ticker: PEP Security ID: 713448108
Meeting Date: MAY 2, 2007 Meeting Type: Annual
Record Date: MAR 9, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Dina Dublon For For Management
2 Elect Director Victor J. Dzau, M.D. For For Management
3 Elect Director Ray L. Hunt For For Management
4 Elect Director Alberto Ibarguen For For Management
5 Elect Director Arthur C. Martinez For For Management
6 Elect Director Indra K. Nooyi For For Management
7 Elect Director Sharon Percy Rockefeller For For Management
8 Elect Director James J. Schiro For For Management
9 Elect Director Daniel Vasella For For Management
10 Elect Director Michael D. White For For Management
11 Ratify Auditors For For Management
12 Approve Omnibus Stock Plan For For Management
13 Report on Charitable Contributions Against Against Shareholder
- --------------------------------------------------------------------------------
PHELPS DODGE CORPORATION
Ticker: PD Security ID: 717265102
Meeting Date: SEP 25, 2006 Meeting Type: Special
Record Date: AUG 24, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve the amendment to and restatement For For Management
of Phelps Dodge's restated certificate of
incorporation to (i) change the company's
name to Phelps Dodge Inco Corporation
from Phelps Dodge Corporation, (ii)
increase the number of authorized shares
of Phelps Dodge
2 Approve the issuance of Phelps Dodge For For Management
common stock, par value $6.25 per share.
3 Approve the postponement or adjournment For For Management
of the special meeting to a later date or
dates, if necessary, to permit further
solicitation of proxies if there are not
sufficient votes at the time of the
special meeting to approve the charter
amendment proposal
4 Approve the postponement or adjournment For For Management
of the special meeting to a later date or
dates, if necessary, to permit further
solicitation of proxies if there are not
sufficient votes at the time of the
special meeting to approve the share
issuance proposal.
- --------------------------------------------------------------------------------
PRAXAIR, INC.
Ticker: PX Security ID: 74005P104
Meeting Date: APR 24, 2007 Meeting Type: Annual
Record Date: MAR 1, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jose P. Alves For For Management
1.2 Elect Director Ronald L. Kuehn, Jr. For For Management
1.3 Elect Director H. Mitchell Watson, Jr. For For Management
1.4 Elect Director Robert L. Wood For For Management
2 Require a Majority Vote for the Election Against For Shareholder
of Directors
3 Submit Shareholder Rights Plan (Poison Against Against Shareholder
Pill) to Shareholder Vote
4 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
RELIANCE STEEL & ALUMINUM CO.
Ticker: RS Security ID: 759509102
Meeting Date: MAY 16, 2007 Meeting Type: Annual
Record Date: APR 5, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Douglas M. Haynes For For Management
1.2 Elect Director Franklin R. Johnson For For Management
1.3 Elect Director Richard J. Slater For For Management
1.4 Elect Director Leslie A. Waite For For Management
2 Ratify Auditors For For Management
3 Other Business For Against Management
- --------------------------------------------------------------------------------
RYDER SYSTEM, INC.
Ticker: R Security ID: 783549108
Meeting Date: MAY 4, 2007 Meeting Type: Annual
Record Date: MAR 9, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Luis P. Nieto, Jr For For Management
1.2 Elect Director David I. Fuente For For Management
1.3 Elect Director Eugene A. Renna For For Management
1.4 Elect Director Abbie J. Smith For For Management
1.5 Elect Director Christine A. Varney For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
SCHLUMBERGER LTD.
Ticker: SLB Security ID: 806857108
Meeting Date: APR 11, 2007 Meeting Type: Annual
Record Date: FEB 21, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director P. Camus For For Management
1.2 Elect Director J.S. Gorelick For For Management
1.3 Elect Director A. Gould For For Management
1.4 Elect Director T. Isaac For For Management
1.5 Elect Director N. Kudryavtsev For For Management
1.6 Elect Director A. Lajous For For Management
1.7 Elect Director M.E. Marks For For Management
1.8 Elect Director D. Primat For For Management
1.9 Elect Director L.R. Reif For For Management
1.10 Elect Director T.I. Sandvold For For Management
1.11 Elect Director N. Seydoux For For Management
1.12 Elect Director L.G. Stuntz For For Management
1.13 Elect Director R. Talwar For For Management
2 ADOPTION AND APPROVAL OF FINANCIALS AND For For Management
DIVIDENDS.
3 APPROVAL OF INDEPENDENT REGISTERED PUBLIC For For Management
ACCOUNTING FIRM.
- --------------------------------------------------------------------------------
TRAVELERS COMPANIES, INC., THE
Ticker: TRV Security ID: 89417E109
Meeting Date: MAY 1, 2007 Meeting Type: Annual
Record Date: MAR 5, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Alan L. Beller For For Management
1.2 Elect Director John H. Dasburg For For Management
1.3 Elect Director Janet M. Dolan For For Management
1.4 Elect Director Kenneth M. Duberstein For For Management
1.5 Elect Director Jay S. Fishman For For Management
1.6 Elect Director Lawrence G. Graev For For Management
1.7 Elect Director Patricia L. Higgins For For Management
1.8 Elect Director Thomas R. Hodgson For For Management
1.9 Elect Director Cleve L. Killingsworth, For For Management
Jr.
1.10 Elect Director Robert I. Lipp For For Management
1.11 Elect Director Blythe J. McGarvie For For Management
1.12 Elect Director Glen D. Nelson, M.D. For For Management
1.13 Elect Director Laurie J. Thomsen For For Management
2 Ratify Auditors For For Management
3 Company Specific- Majority Vote for the For For Management
Election of Directors
- --------------------------------------------------------------------------------
U.S. BANCORP
Ticker: USB Security ID: 902973304
Meeting Date: APR 17, 2007 Meeting Type: Annual
Record Date: FEB 26, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Victoria Buynisk Gluckman For For Management
1.2 Elect Director Arthur D. Collins, Jr. For For Management
1.3 Elect Director Olivia F. Kirtley For For Management
1.4 Elect Director Jerry W. Levin For For Management
1.5 Elect Director Richard G. Reiten For For Management
2 Ratify Auditors For For Management
3 Approve Omnibus Stock Plan For For Management
4 Declassify the Board of Directors For For Management
5 Approve Report of the Compensation Against Against Shareholder
Committee
6 Establish SERP Policy Against Against Shareholder
- --------------------------------------------------------------------------------
UNION PACIFIC CORP.
Ticker: UNP Security ID: 907818108
Meeting Date: MAY 3, 2007 Meeting Type: Annual
Record Date: FEB 22, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Andrew H. Card, Jr. For For Management
1.2 Elect Director Erroll B. Davis, Jr. For For Management
1.3 Elect Director Thomas J. Donohue For For Management
1.4 Elect Director Archie W. Dunham For For Management
1.5 Elect Director Judith Richards Hope For For Management
1.6 Elect Director Charles C. Krulak For For Management
1.7 Elect Director Michael W. McConnell For For Management
1.8 Elect Director Thomas F. McLarty III For For Management
1.9 Elect Director Steven R. Rogel For For Management
1.10 Elect Director James R. Young For For Management
2 Ratify Auditors For For Management
3 Require a Majority Vote for the Election Against Against Shareholder
of Directors
4 Report on Political Contributions Against Against Shareholder
========== END NPX REPORT
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Registrant: MFS SERIES TRUST XII
By (Signature and Title) MARIA F. DWYER*
-------------------------------------------
Maria F. Dwyer, Principal Executive Officer
Date: August 29, 2007
*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 July 18, 2007. (1)
(1) Incorporated by reference to MFS Series Trust XV (File Nos. 2-96738 and
811-4253) Post-Effective Amendment No. 28 filed with the SEC via EDGAR on
August 24, 2007 and to MFS Series Trust XIV (File No. 811-22033) Post-
Effective Amendment No. 1 to be filed with the SEC via EDGAR on or about
August 30, 2007.