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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 811-3561
CAPITAL APPRECIATION VARIABLE ACCOUNT
(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: December 31
Date of reporting period: July 1, 2011 - December 2, 2011*
* As of December 2, 2011, the Registrant reorganized into the MFS Massachusetts
Investors Growth Stock Portfolio, a series of MFS Variable Insurance Trust
II. The Reporting Period of the Registrant is 07/01/2011 - 12/02/2011.
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ITEM 1. PROXY VOTING RECORD.
******************************* FORM N-PX REPORT *******************************
ICA File Number: 811-03561
Reporting Period: 07/01/2011 - 12/02/2011
Capital Appreciation Variable Account
==================== CAPITAL APPRECIATION VARIABLE ACCOUNT =====================
BHP BILLITON LIMITED
Ticker: BHP Security ID: 088606108
Meeting Date: NOV 17, 2011 Meeting Type: Annual
Record Date: SEP 15, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Accept Financial Statements and Statutory
Reports for BHP Billiton Limited and BHP
Billiton Plc For For Management
2 Elect Lindsay Maxsted as a Director of BHP
Billiton Limited and BHP Billiton Plc For For Management
3 Elect Shriti Vadera as a Director of BHP
Billiton Limited and BHP Billiton Plc For For Management
4 Elect Malcolm Broomhead as a Director of
BHP Billiton Limited and BHP Billiton Plc For For Management
5 Elect John Buchanan as a Director of BHP
Billiton Limited and BHP Billiton Plc For For Management
6 Elect Carlos Cordeiro as a Director of BHP
Billiton Limited and BHP Billiton Plc For For Management
7 Elect David Crawford as a Director of BHP
Billiton Limited and BHP Billiton Plc For For Management
8 Elect Carolyn Hewson as a Director of BHP
Billiton Limited and BHP Billiton Plc For For Management
9 Elect Marius Kloppers as a Director of BHP
Billiton Limited and BHP Billiton Plc For For Management
10 Elect Wayne Murdy as a Director of BHP
Billiton Limited and BHP Billiton Plc For For Management
11 Elect Keith Rumble as a Director of BHP
Billiton Limited and BHP Billiton Plc For For Management
12 Elect John Schubert as a Director of BHP
Billiton Limited and BHP Billiton Plc For For Management
13 Elect Jacques Nasser as a Director of BHP
Billiton Limited and BHP Billiton Plc For For Management
14 Appoint KPMG Audit Plc as Auditors of BHP
Billiton Plc For For Management
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15 Approve the Authority to Issue Shares in BHP Biliton
Plc For For Management
16 Approve the Authority to Issue Shares in BHP Biliton
Plc for Cash For For Management
17 Approve the Repurchase of Up to 213.62 Million
Shares in BHP Billiton Plc For For Management
18 Approve the Remuneration Report For For Management
19 Approve the Termination Benefits for Group
Management Committee Members For For Management
20 Approve the Grant of Awards to Marius Kloppers under
the Group Incentive Scheme and the Long Term
Incentive Plan For For Management
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DIAGEO PLC
Ticker: DGE Security ID: G42089113
Meeting Date: OCT 19, 2011 Meeting Type: Annual
Record Date: OCT 17, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Accept Financial Statements and Statutory
Reports For For Management
2 Approve Remuneration Report For For Management
3 Approve Final Dividend For For Management
4 Re-elect Peggy Bruzelius as Director For For Management
5 Re-elect Laurence Danon as Director For For Management
6 Re-elect Lord Davies of Abersoch as
Director For For Management
7 Re-elect Betsy Holden as Director For For Management
8 Re-elect Dr Franz Humer as Director For For Management
9 Re-elect Deirdre Mahlan as Director For For Management
10 Re-elect Philip Scott as Director For For Management
11 Re-elect Todd Stitzer as Director For For Management
12 Re-elect Paul Walsh as Director For For Management
13 Reappoint KPMG Audit plc as Auditors of
the Company For For Management
14 Authorise Board to Fix Remuneration of
Auditors For For Management
15 Authorise Issue of Equity with Pre-emptive
Rights For For Management
16 Authorise Issue of Equity without
Pre-emptive Rights For For Management
17 Authorise Market Purchase For For Management
18 Authorise EU Political Donations and
Expenditure For For Management
19 Authorise the Company to Call EGM with Two
Weeks' Notice For For Management
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INDUSTRIA DE DISENO TEXTIL (INDITEX)
Ticker: Security ID: E6282J109
Meeting Date: JUL 19, 2011 Meeting Type: Annual
Record Date: JUL 12, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Receive Information on Appointment of
Pablo Isla Alvarez de Tejera as New None None Management
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Chairman of the Board, and Consequently, of AGM
2 Accept Individual Financial Statements and
Statutory Reports for FY 2010, Ended Jan. 31,
2011 For For Management
3 Approve Consolidated Financial Statements and
Statutory Reports, and Discharge of Directors
for FY 2010, Ended Jan. 31, 2011 For For Management
4 Approve Allocation of Income and Dividends of
EUR 1.60 Per Share For For Management
5 Re-elect Irene R. Miller as Director For For Management
6 Re-elect KPMG Auditores SL as Auditor For For Management
7 Amend Several Articles of Bylaws to Update
Legal Reference and Textual Adjustments to
Adapt to Applicable Legislation For For Management
8 Amend Several Articles of General Meeting
Regulations to Update Legal Reference and
Textual Adjustments to Adapt to Applicable
Legislation For For Management
9 Approve Remuneration of Directors For For Management
10 Approve Share Award to Newly Appointed
Chairman/CEO For Against Management
11 Authorize Board to Ratify and Execute Approved
Resolutions For For Management
12 Receive Changes to Board of Directors'
Guidelines None None Management
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MEDTRONIC, INC.
Ticker: MDT Security ID: 585055106
Meeting Date: AUG 25, 2011 Meeting Type: Annual
Record Date: JUN 27, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Director Richard H. Anderson For For Management
1.2 Director David L. Calhoun For For Management
1.3 Elect Director Victor J. Dzau For For Management
1.4 Elect Director Omar Ishrak For For Management
1.5 Elect Director Shirley Ann Jackson For For Management
1.6 Elect Director James T. Lenehan For For Management
1.7 Elect Director Denise M. O'Leary For For Management
1.8 Elect Director Kendall J. Powell For For Management
1.9 Elect Director Robert C. Pozen For For Management
1.10 Elect Director Jean-Pierre Rosso For For Management
1.11 Elect Director Jack W. Schuler For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named Executive
Officers' Compensation For For Management
4 Advisory Vote on Say on Pay Frequency One Year One Year Management
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MICROCHIP TECHNOLOGY INCORPORATED
Ticker: MCHP Security ID: 595017104
Meeting Date: AUG 19, 2011 Meeting Type: Annual
Record Date: JUN 24, 2011
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# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Steve Sanghi For For Management
1.2 Elect Director Albert J. Hugo-Martinez For For Management
1.3 Elect Director L.b. Day For For Management
1.4 Elect Director Matthew W. Chapman For For Management
1.5 Elect Director Wade F. Meyercord For For Management
2 Amend Executive Incentive Bonus Plan For For Management
3 Ratify Auditors For For Management
4 Advisory Vote to Ratify Named
Executive Officers' Compensation For For Management
5 Advisory Vote on Say on Pay Frequency Three Years One Year Management
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NIKE, INC.
Ticker: NKE Security ID: 654106103
Meeting Date: SEP 19, 2011 Meeting Type: Annual
Record Date: JUL 25, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Alan B. Graf, Jr. For For Management
1.2 Elect Director John C. Lechleiter For For Management
1.3 Elect Director Phyllis M. Wise For Withhold Management
2 Advisory Vote to Ratify Named Executive
Officers' Compensation For For Management
3 Advisory Vote on Say on Pay Frequency One Year One Year Management
4 Ratify Auditors For For Management
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ORACLE CORPORATION
Ticker: ORCL Security ID: 68389X105
Meeting Date: OCT 12, 2011 Meeting Type: Annual
Record Date: AUG 15, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jeffrey S. Berg For Withhold Management
1.2 Elect Director H. Raymond Bingham For Withhold Management
1.3 Elect Director Michael J. Boskin For Withhold Management
1.4 Elect Director Safra A. Catz For Withhold Management
1.5 Elect Director Bruce R. Chizen For Withhold Management
1.6 Elect Director George H. Conrades For Withhold 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 Withhold Management
1.10 Elect Director Mark V. Hurd For Withhold Management
1.11 Elect Director Donald L. Lucas For Withhold Management
1.12 Director Naomi O. Seligman For Withhold Management
2 Advisory Vote to Ratify Named Executive
Officers' Compensation For Against Management
3 Advisory Vote on Say on Pay Frequency None One Year Management
4 Ratify Auditors For For Management
5 Stock Retention/Holding Period Against Against Shareholder
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PATTERSON COMPANIES, INC.
Ticker: PDCO Security ID: 703395103
Meeting Date: SEP 12, 2011 Meeting Type: Annual
Record Date: JUL 15, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Andre B. Lacey For For Management
1.2 Elect Director Les C. Vinney For For Management
2 Advisory Vote to Ratify Named Executive
Officers' Compensation For For Management
3 Advisory Vote on Say on Pay Frequency None One Year Management
4 Ratify Auditors For For Management
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PRECISION CASTPARTS CORP.
Ticker: PCP Security ID: 740189105
Meeting Date: AUG 16, 2011 Meeting Type: Annual
Record Date: JUN 14, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Don R. Graber For For Management
1.2 Elect Director Lester L. Lyles For For Management
1.3 Elect Director Timothy A. Wicks For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named Executive
Officers' Compensation For For Management
4 Advisory Vote on Say on Pay Frequency One Year One Year Management
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THE PROCTER & GAMBLE COMPANY
Ticker: PG Security ID: 742718109
Meeting Date: OCT 11, 2011 Meeting Type: Annual
Record Date: AUG 12, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Angela F. Braly For For Management
2 Elect Director Kenneth I. Chenault For For Management
3 Elect Director Scott D. Cook For For Management
4 Elect Director Susan Desmond-Hellmann For For Management
5 Elect Director Robert A. McDonald For For Management
6 Elect Director W. James McNerney, Jr. For For Management
7 Elect Director Johnathan A. Rodgers For For Management
8 Elect Director Margaret C. Whitman For For Management
9 Elect Director Mary Agnes Wilderotter For For Management
10 Elect Director Patricia A. Woertz For For Management
11 Elect Director Ernesto Zedillo For For Management
12 Ratify Auditors For For Management
13 Advisory Vote to Ratify Named
Executive Officers' Compensation For For Management
14 Advisory Vote on Say on Pay Frequency One Year One Year Management
15 Amend Articles of Incorporation For For Management
16 Provide for Cumulative Voting Against Against Shareholder
17 Phase Out Use of Laboratory Animals in
Pet Food Product Testing Against Against Shareholder
18 Report on Political Contributions and
Provide Advisory Vote Against Against Shareholder
========== END NPX REPORT
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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: CAPITAL APPRECIATION VARIABLE ACCOUNT
By (Signature and Title): MARIA F. DIORIODWYER*
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Maria F. DiOrioDwyer, Principal Executive Officer
Date: December 20, 2011
*By (Signature and Title) /s/ Susan S. Newton
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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.