================================================================================ 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. ================================================================================ 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 Page 1 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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 Page 2 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- MICROCHIP TECHNOLOGY INCORPORATED Ticker: MCHP Security ID: 595017104 Meeting Date: AUG 19, 2011 Meeting Type: Annual Record Date: JUN 24, 2011 Page 3 # 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- Page 4 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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 Page 5 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* ------------------------------------------------- Maria F. DiOrioDwyer, Principal Executive Officer Date: December 20, 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.