================================================================================ 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 811-4775 -------------------------------------------------------------------------------- MFS SERIES TRUST II -------------------------------------------------------------------------------- (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: November 30 -------------------------------------------------------------------------------- Date of reporting period: July 1, 2011 - June 30, 2012 ================================================================================ ITEM 1. PROXY VOTING RECORD. ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-04775 Reporting Period: 07/01/2011 - 06/30/2012 MFS Series Trust II =============================== MFS Growth Fund ================================ ABBOTT LABORATORIES Ticker: ABT Security ID: 002824100 Meeting Date: APR 27, 2012 Meeting Type: Annual Record Date: FEB 29, 2012 # 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 Sally E. Blount For For Management 1.4 Elect Director W. James Farrell For For Management 1.5 Elect Director Edward M. Liddy For For Management 1.6 Elect Director Nancy McKinstry For For Management 1.7 Elect Director Phebe N. Novakovic For For Management 1.8 Elect Director William A. Osborn For For Management 1.9 Elect Director Samuel C. Scott, III For For Management 1.10 Elect Director Glenn F. Tilton For For Management 1.11 Elect Director Miles D. White For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Report on Research Animal Care and Against Against Shareholder Promotion of Testing Alternatives 5 Report on Lobbying Payments and Policy Against For Shareholder 6 Require Independent Board Chairman Against Against Shareholder 7 Adopt Anti Gross-up Policy Against Against Shareholder 8 Stock Retention/Holding Period Against Against Shareholder 9 Cease Compliance Adjustments to Against Against Shareholder Performance Criteria 10 Pro-rata Vesting of Equity Plans Against Against Shareholder -------------------------------------------------------------------------------- ACCENTURE PLC Ticker: CSA Security ID: G1151C101 Meeting Date: FEB 09, 2012 Meeting Type: Annual Record Date: DEC 12, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Reelect Dina Dublon as a Director For For Management 3 Reelect William D. Green as a Director For For Management 4 Reelect Nobuyuki Idei as a Director For For Management 5 Reelect Marjorie Magner as a Director For For Management 6 Approve Auditors and Authorize Board For For Management to Fix Their Remuneration 7 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 8 Declassify the Board of Directors For For Management 9 Authorize the Holding of the 2013 AGM For For Management at a Location Outside Ireland 10 Authorize Open-Market Purchases of For For Management Class A Ordinary Shares 11 Determine the Price Range at which For For Management Accenture Plc can Re-issue Shares that it Acquires as Treasury Stock -------------------------------------------------------------------------------- AFFILIATED MANAGERS GROUP, INC. Ticker: AMG Security ID: 008252108 Meeting Date: JUN 18, 2012 Meeting Type: Annual Record Date: APR 20, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Samuel T. Byrne For For Management 2 Elect Director Dwight D. Churchill For For Management 3 Elect Director Sean M. Healey For For Management 4 Elect Director Harold J. Meyerman For For Management 5 Elect Director William J. Nutt For For Management 6 Elect Director Tracy P. Palandjian For For Management 7 Elect Director Rita M. Rodriguez For For Management 8 Elect Director Patrick T. Ryan For For Management 9 Elect Director Jide J. Zeitlin For For Management 10 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 11 Ratify Auditors For For Management -------------------------------------------------------------------------------- AIRGAS, INC. Ticker: ARG Security ID: 009363102 Meeting Date: AUG 29, 2011 Meeting Type: Annual Record Date: JUL 01, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter McCausland For Withhold Management 1.2 Elect Director Lee M. Thomas For Withhold Management 1.3 Elect Director John C. van Roden, Jr. For Withhold Management 1.4 Elect Director Ellen C. Wolf For Withhold Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- ALBEMARLE CORPORATION Ticker: ALB Security ID: 012653101 Meeting Date: MAY 09, 2012 Meeting Type: Annual Record Date: MAR 02, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jim W. Nokes For For Management 1.2 Elect Director Willam H. Hernandez For For Management 1.3 Elect Director R. William Ide, III For For Management 1.4 Elect Director Luther C. Kissam, IV For For Management 1.5 Elect Director Joseph M. Mahady For For Management 1.6 Elect Director Barry W. Perry For For Management 1.7 Elect Director John Sherman, Jr. For For Management 1.8 Elect Director Harriett Tee Taggart For For Management 1.9 Elect Director Anne Marie Whittemore For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- ALEXION PHARMACEUTICALS, INC. Ticker: ALXN Security ID: 015351109 Meeting Date: MAY 07, 2012 Meeting Type: Annual Record Date: MAR 16, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Leonard Bell For For Management 1.2 Elect Director Max Link For For Management 1.3 Elect Director William R. Keller For For Management 1.4 Elect Director Joseph A. Madri For For Management 1.5 Elect Director Larry L. Mathis For For Management 1.6 Elect Director R. Douglas Norby For For Management 1.7 Elect Director Alvin S. Parven For For Management 1.8 Elect Director Andreas Rummelt For For Management 1.9 Elect Director Ann M. Veneman For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- ALLERGAN, INC. Ticker: AGN Security ID: 018490102 Meeting Date: MAY 01, 2012 Meeting Type: Annual Record Date: MAR 08, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director David E.I. Pyott For For Management 2 Elect Director Herbert W. Boyer, Ph.D. For For Management 3 Elect Director Deborah Dunsire, M.D. For For Management 4 Elect Director Michael R. Gallagher For For Management 5 Elect Director Dawn Hudson For For Management 6 Elect Director Robert A. Ingram For For Management 7 Elect Director Trevor M. Jones, Ph.D. For For Management 8 Elect Director Louis J. Lavigne, Jr. For For Management 9 Elect Director Russell T. Ray For For Management 10 Elect Director Stephen J. Ryan, M.D. For For Management 11 Ratify Auditors For For Management 12 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 13 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings -------------------------------------------------------------------------------- ALTERA CORPORATION Ticker: ALTR Security ID: 021441100 Meeting Date: MAY 08, 2012 Meeting Type: Annual Record Date: MAR 12, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director John P. Daane For For Management 2 Elect Director T. Michael Nevens For For Management 3 Elect Director Elisha W. Finney For For Management 4 Elect Director Kevin McGarity For For Management 5 Elect Director Krish A. Prabhu For For Management 6 Elect Director John Shoemaker For For Management 7 Elect Director Thomas H. Waechter For For Management 8 Elect Director Susan Wang For For Management 9 Amend Omnibus Stock Plan For For Management 10 Amend Omnibus Stock Plan For For Management 11 Amend Qualified Employee Stock For For Management Purchase Plan 12 Provide Right to Act by Written Consent For For Management 13 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 14 Ratify Auditors For For Management -------------------------------------------------------------------------------- AMAZON.COM, INC. Ticker: AMZN Security ID: 023135106 Meeting Date: MAY 24, 2012 Meeting Type: Annual Record Date: APR 02, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Jeffrey P. Bezos For For Management 2 Elect Director Tom A. Alberg For For Management 3 Elect Director John Seely Brown For For Management 4 Elect Director William B. Gordon For For Management 5 Elect Director Jamie S. Gorelick For For Management 6 Elect Director Blake G. Krikorian For For Management 7 Elect Director Alain Monie For For Management 8 Elect Director Jonathan J. Rubinstein For For Management 9 Elect Director Thomas O. Ryder For For Management 10 Elect Director Patricia Q. Stonesifer For For Management 11 Ratify Auditors For For Management 12 Amend Omnibus Stock Plan For For Management 13 Report on Climate Change Against For Shareholder 14 Report on Political Contributions Against For Shareholder -------------------------------------------------------------------------------- AMERICAN TOWER CORPORATION Ticker: AMT Security ID: 029912201 Meeting Date: NOV 29, 2011 Meeting Type: Special Record Date: OCT 03, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Reorganization Plan For For Management 2 Adjourn Meeting For For Management -------------------------------------------------------------------------------- AMERICAN TOWER CORPORATION Ticker: AMT Security ID: 03027X100 Meeting Date: JUN 19, 2012 Meeting Type: Annual Record Date: APR 20, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Raymond P. Dolan For For Management 2 Elect Director Ronald M. Dykes For For Management 3 Elect Director Carolyn F. Katz For For Management 4 Elect Director Gustavo Lara Cantu For For Management 5 Elect Director Joann A. Reed For For Management 6 Elect Director Pamela D.A. Reeve For For Management 7 Elect Director David E. Sharbutt For For Management 8 Elect Director James D. Taiclet, Jr. For For Management 9 Elect Director Samme L. Thompson For For Management 10 Ratify Auditors For For Management 11 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 12 Stock Retention/Holding Period Against Against Shareholder -------------------------------------------------------------------------------- AMERISOURCEBERGEN CORPORATION Ticker: ABC Security ID: 03073E105 Meeting Date: MAR 01, 2012 Meeting Type: Annual Record Date: JAN 02, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Steven H. Collis For For Management 2 Elect Director Richard C. Gozon For For Management 3 Elect Director Kathleen W. Hyle For For Management 4 Elect Director Michael J. Long For For Management 5 Ratify Auditors For For Management 6 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- APPLE INC. Ticker: AAPL Security ID: 037833100 Meeting Date: FEB 23, 2012 Meeting Type: Annual Record Date: DEC 27, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William V. Campbell For Withhold Management 1.2 Elect Director Timothy D. Cook For Withhold Management 1.3 Elect Director Millard S. Drexler For Withhold Management 1.4 Elect Director Al Gore For Withhold Management 1.5 Elect Director Robert A. Iger For Withhold Management 1.6 Elect Director Andrea Jung For Withhold Management 1.7 Elect Director Arthur D. Levinson For Withhold Management 1.8 Elect Director Ronald D. Sugar For Withhold Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Prepare Conflict of Interest Report Against Against Shareholder 5 Advisory Vote to Ratify Directors' Against Against Shareholder Compensation 6 Report on Political Contributions Against Against Shareholder 7 Require a Majority Vote for the Against For Shareholder Election of Directors -------------------------------------------------------------------------------- ASML HOLDING NV Ticker: ASML Security ID: N07059186 Meeting Date: APR 25, 2012 Meeting Type: Annual Record Date: MAR 28, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Discuss the Company's Business, None None Management Financial Situation and Sustainability 3 Adopt Financial Statements and For For Management Statutory Reports 4 Approve Discharge of Management Board For For Management 5 Approve Discharge of Supervisory Board For For Management 6 Receive Explanation on Company's None None Management Reserves and Dividend Policy 7 Approve Dividends of EUR 0.46 Per Share For For Management 8 Approve Performance Share Arrangement For For Management According to Remuneration Policy 2010 9 Approve the Numbers of Stock Options, For For Management Respectively Shares, for Employees 10 Notification of the Intended Extension None None Management of the Appointment Term of E. Meurice to the Management Board 11a Reelect O. Bilous to Supervisory Board For For Management 11b Reelect F.W. Frohlich to Supervisory For For Management Board 11c Reelect A.P.M. van der Poel to For For Management Supervisory Board 12 Announcement of Retirement of None None Management Supervisory Board Members H.C.J. van den Burg, P.F.M. van der Meer Mohr, W. T. Siegle, J.W.B. Westerburgen and W.H. Ziebart by Rotation in 2013 13 Ratify Deloitte Accountants as Auditors For For Management 14a Grant Board Authority to Issue Shares For For Management Up To 5 Percent of Issued Capital 14b Authorize Board to Exclude Preemptive For For Management Rights from Issuance under Item 14a 14c Grant Board Authority to Issue Shares For For Management Up To 5 Percent in Case of Takeover/Merger and Restricting/Excluding Preemptive Rights 14d Authorize Board to Exclude Preemptive For For Management Rights from Issuance under Item 14c 15a Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 15b Authorize Additionnal Repurchase of Up For For Management to 10 Percent of Issued Share Capital 16 Authorize Cancellation of Repurchased For For Management Shares 17 Other Business (Non-Voting) None None Management 18 Close Meeting None None Management -------------------------------------------------------------------------------- AUTODESK, INC. Ticker: ADSK Security ID: 052769106 Meeting Date: JAN 06, 2012 Meeting Type: Special Record Date: NOV 07, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Omnibus Stock Plan For For Management 2 Approve Non-Employee Director Omnibus For For Management Stock Plan -------------------------------------------------------------------------------- AUTODESK, INC. Ticker: ADSK Security ID: 052769106 Meeting Date: JUN 07, 2012 Meeting Type: Annual Record Date: APR 10, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Carl Bass For For Management 2 Elect Director Crawford W. Beveridge For For Management 3 Elect Director J. Hallam Dawson For For Management 4 Elect Director Per-Kristian Halvorsen For For Management 5 Elect Director Mary T. McDowell For For Management 6 Elect Director Lorrie M. Norrington For For Management 7 Elect Director Charles J. Robel For For Management 8 Elect Director Stacy J. Smith For Against Management 9 Elect Director Steven M. West For For Management 10 Ratify Auditors For For Management 11 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- BIOGEN IDEC INC. Ticker: BIIB Security ID: 09062X103 Meeting Date: JUN 08, 2012 Meeting Type: Annual Record Date: APR 10, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Caroline D. Dorsa For For Management 2 Elect Director Stelios Papadopoulos For For Management 3 Elect Director George A. Scangos For For Management 4 Elect Director Lynn Schenk For For Management 5 Elect Director Alexander J. Denner For For Management 6 Elect Director Nancy L. Leaming For For Management 7 Elect Director Richard C. Mulligan For For Management 8 Elect Director Robert W. Pangia For For Management 9 Elect Director Brian S. Posner For For Management 10 Elect Director Eric K. Rowinsky For For Management 11 Elect Director Stephen A. Sherwin For For Management 12 Elect Director William D. Young For For Management 13 Ratify Auditors For For Management 14 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 15 Adopt the Jurisdiction of For For Management Incorporation as the Exclusive Forum for Certain Disputes 16 Provide Right to Call Special Meeting For For Management -------------------------------------------------------------------------------- BLACKROCK, INC. Ticker: BLK Security ID: 09247X101 Meeting Date: MAY 24, 2012 Meeting Type: Annual Record Date: MAR 29, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director William S. Demchak For For Management 2 Elect Director Laurence D. Fink For For Management 3 Elect Director Robert S. Kapito For For Management 4 Elect Director Thomas H. O'Brien For For Management 5 Elect Director Ivan G. Seidenberg For For Management 6 Declassify the Board of Directors For For Management 7 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 8 Ratify Auditors For For Management -------------------------------------------------------------------------------- BROADCOM CORPORATION Ticker: BRCM Security ID: 111320107 Meeting Date: MAY 15, 2012 Meeting Type: Annual Record Date: MAR 19, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert J. Finocchio, Jr. For For Management 1.2 Elect Director Nancy H. Handel For For Management 1.3 Elect Director Eddy W. Hartenstein For Withhold Management 1.4 Elect Director Maria Klawe For For Management 1.5 Elect Director John E. Major For Withhold Management 1.6 Elect Director Scott A. McGregor For Withhold Management 1.7 Elect Director William T. Morrow For Withhold Management 1.8 Elect Director Henry Samueli For For Management 1.9 Elect Director Robert E. Switz For For Management 2 Amend Qualified Employee Stock For Against Management Purchase Plan 3 Approve Omnibus Stock Plan For Against Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- CABOT OIL & GAS CORPORATION Ticker: COG Security ID: 127097103 Meeting Date: MAY 01, 2012 Meeting Type: Annual Record Date: MAR 13, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Rhys J. Best For For Management 2 Elect Director Robert Kelley For For Management 3 Elect Director P. Dexter Peacock For For Management 4 Ratify Auditors For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Increase Authorized Common Stock For For Management 7 Declassify the Board of Directors For For Management 8 Include Sustainability as a Against Against Shareholder Performance Measure for Senior Executive Compensation 9 Provide Sustainability Report Against For Shareholder -------------------------------------------------------------------------------- CAMERON INTERNATIONAL CORPORATION Ticker: CAM Security ID: 13342B105 Meeting Date: MAY 11, 2012 Meeting Type: Annual Record Date: MAR 16, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director C. Baker Cunningham For For Management 2 Elect Director Sheldon R. Erikson For For Management 3 Elect Director Douglas L. Foshee For For Management 4 Elect Director Rodolfo Landim For For Management 5 Ratify Auditors For For Management 6 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 7 Declassify the Board of Directors For For Management 8 Adopt the Jurisdiction of For For Management Incorporation as the Exclusive Forum for Certain Disputes 9 Approve Restatement of the Company's For For Management Certificate of Incorporation -------------------------------------------------------------------------------- CELANESE CORPORATION Ticker: CE Security ID: 150870103 Meeting Date: APR 19, 2012 Meeting Type: Annual Record Date: FEB 21, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director James E. Barlett For For Management 2 Elect Director David F. Hoffmeister For For Management 3 Elect Director Paul H. O'Neill For For Management 4 Elect Director Jay V. Ihlenfeld For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Amend Omnibus Stock Plan For For Management 7 Ratify Auditors For For Management -------------------------------------------------------------------------------- CELGENE CORPORATION Ticker: CELG Security ID: 151020104 Meeting Date: JUN 13, 2012 Meeting Type: Annual Record Date: APR 18, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert J. Hugin For For Management 1.2 Elect Director Richard W. Barker For For Management 1.3 Elect Director Michael D. Casey For For Management 1.4 Elect Director Carrie S. Cox For For Management 1.5 Elect Director Rodman L. Drake For For Management 1.6 Elect Director Michael A. Friedman For For Management 1.7 Elect Director Gilla Kaplan For For Management 1.8 Elect Director James J. Loughlin For For Management 1.9 Elect Director Ernest Mario For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings -------------------------------------------------------------------------------- CERNER CORPORATION Ticker: CERN Security ID: 156782104 Meeting Date: MAY 18, 2012 Meeting Type: Annual Record Date: MAR 30, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Clifford W. Illig For For Management 2 Elect Director William B. Neaves For For Management 3 Ratify Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Declassify the Board of Directors Against For Shareholder -------------------------------------------------------------------------------- CHECK POINT SOFTWARE TECHNOLOGIES LTD. Ticker: CPW Security ID: M22465104 Meeting Date: JUN 07, 2012 Meeting Type: Annual Record Date: APR 30, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Reelect Directors For For Management 2 Reelect External Directors For For Management 2a Indicate Personal/Controlling Interest None Against Management in Proposed Agenda Item 3 Approve Auditors and Authorize Board For For Management to Fix Their Remuneration; Review Consolidated Financial Statements 4 Approve Compensation of Chairman/CEO For For Management Including Option Grant 4a Indicate Personal Interest in Proposed None Against Management Agenda Item 5 Reauthorize Board Chairman to Serve as For For Management CEO 5a Indicate Personal/Controlling Interest None Against Management in Proposed Agenda Item -------------------------------------------------------------------------------- CITRIX SYSTEMS, INC. Ticker: CTXS Security ID: 177376100 Meeting Date: MAY 24, 2012 Meeting Type: Annual Record Date: APR 02, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Thomas F. Bogan For For Management 2 Elect Director Nanci E. Caldwell For For Management 3 Elect Director Gary E. Morin For For Management 4 Amend Omnibus Stock Plan For For Management 5 Ratify Auditors For For Management 6 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION Ticker: CTSH Security ID: 192446102 Meeting Date: JUN 05, 2012 Meeting Type: Annual Record Date: APR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Francisco D'Souza For For Management 2 Elect Director John N. Fox, Jr. For For Management 3 Elect Director Thomas M. Wendel For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Provide Right to Call Special Meeting For For Management 6 Ratify Auditors For For Management 7 Declassify the Board of Directors Against For Shareholder -------------------------------------------------------------------------------- CORE LABORATORIES N.V. Ticker: CLB Security ID: N22717107 Meeting Date: MAY 16, 2012 Meeting Type: Annual Record Date: APR 18, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard L. Bergmark For For Management 1.2 Elect Director Margaret Ann van Kempen For For Management 2 Ratify PricewaterhouseCoopers as For For Management Auditors 3a Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3b Advisory Vote on Say on Pay Frequency Three One Year Management Years 4 Approve Financial Statements and For For Management Statutory Reports 5 Approve Cancellation of Repurchased For For Management Shares 6 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 7 Grant Board Authority to Issue For For Management Ordinary and Preference Shares Up To 20 Percent of Issued Capital 8 Authorize Board to Exclude Preemptive For For Management Rights from Issuance under Item 7 9 Approval of Amendments to the For For Management Company's Articles of Association -------------------------------------------------------------------------------- COSTCO WHOLESALE CORPORATION Ticker: COST Security ID: 22160K105 Meeting Date: JAN 26, 2012 Meeting Type: Annual Record Date: NOV 21, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James D. Sinegal For For Management 1.2 Elect Director Jeffrey H. Brotman For For Management 1.3 Elect Director Richard A. Galanti For For Management 1.4 Elect Director Daniel J. Evans For For Management 1.5 Elect Director Jeffrey S. Raikes For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- COVIDIEN PUBLIC LIMITED COMPANY Ticker: COV Security ID: G2554F113 Meeting Date: MAR 13, 2012 Meeting Type: Annual Record Date: JAN 12, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Jose E. Almeida For For Management 2 Elect Director Craig Arnold For For Management 3 Elect Director Robert H. Brust For For Management 4 Elect Director John M. Connors, Jr For For Management 5 Elect Director Christopher J. Coughlin For For Management 6 Elect Director Timothy M. Donahue For For Management 7 Elect Director Randall J. Hogan, III For For Management 8 Elect Director Martin D. Madaus For For Management 9 Elect Director Dennis H. Reilley For For Management 10 Elect Director Joseph A. Zaccagnino For For Management 11 Approve Auditors and Authorize Board For For Management to Fix Their Remuneration 12 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 13 Authorize Open-Market Purchases of For For Management Ordinary Shares 14 Authorize the Price Range at which the For For Management Company can Reissue Shares that it holds as Treasury Shares 15 Amend Articles of Association to For For Management Provide for Escheatment under U.S. Law 16 Amend Articles of Association to Allow For For Management Board to Declare Non-Cash Dividends -------------------------------------------------------------------------------- DANAHER CORPORATION Ticker: DHR Security ID: 235851102 Meeting Date: MAY 08, 2012 Meeting Type: Annual Record Date: MAR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Mortimer M. Caplin For For Management 2 Elect Director Donald J. Ehrlich For For Management 3 Elect Director Linda P. Hefner For For Management 4 Elect Director Teri List-Stoll For For Management 5 Elect Director Walter G. Lohr, Jr. For For Management 6 Ratify Auditors For For Management 7 Increase Authorized Common Stock For For Management 8 Amend Executive Incentive Bonus Plan For For Management 9 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- DANONE Ticker: BN Security ID: F12033134 Meeting Date: APR 26, 2012 Meeting Type: Annual/Special Record Date: APR 20, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 1.39 per Share 4 Reelect Richard Goblet D Alviella as For For Management Director 5 Reelect Jean Laurent as Director For For Management 6 Reelect Benoit Potier as Director For For Management 7 Elect Jacques Antoine Granjon as For For Management Director 8 Elect Mouna Sepehri as Director For For Management 9 Elect Virginia Stallings as Director For For Management 10 Approve Auditors' Special Report For For Management Regarding New Related-Party Transaction 11 Approve Transactions with J.P. Morgan For For Management 12 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 13 Authorize up to 0.4 Percent of Issued For For Management Capital for Use in Restricted Stock Plan 14 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- 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 For For Management Statutory Reports 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 For For Management Director 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 For For Management of the Company 14 Authorise Board to Fix Remuneration of For For Management Auditors 15 Authorise Issue of Equity with For For Management Pre-emptive Rights 16 Authorise Issue of Equity without For For Management Pre-emptive Rights 17 Authorise Market Purchase For For Management 18 Authorise EU Political Donations and For For Management Expenditure 19 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- DISCOVERY COMMUNICATIONS, INC. Ticker: DISCA Security ID: 25470F104 Meeting Date: MAY 15, 2012 Meeting Type: Annual Record Date: MAR 21, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert R. Beck For For Management 1.2 Elect Director J. David Wargo For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- DOLLAR GENERAL CORPORATION Ticker: DG Security ID: 256677105 Meeting Date: JUN 01, 2012 Meeting Type: Annual Record Date: MAR 23, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Raj Agrawal For Withhold Management 1.2 Elect Director Warren F. Bryant For Withhold Management 1.3 Elect Director Michael M. Calbert For Withhold Management 1.4 Elect Director Richard W. Dreiling For Withhold Management 1.5 Elect Director Adrian Jones For Withhold Management 1.6 Elect Director William C. Rhodes, III For Withhold Management 1.7 Elect Director David B. Rickard For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- DRESSER-RAND GROUP INC. Ticker: DRC Security ID: 261608103 Meeting Date: MAY 08, 2012 Meeting Type: Annual Record Date: MAR 14, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director William E. Macaulay For For Management 2 Elect Director Vincent R. Volpe, Jr. For For Management 3 Elect Director Rita V. Foley For For Management 4 Elect Director Louis A. Raspino For For Management 5 Elect Director Philip R. Roth For For Management 6 Elect Director Stephen A. Snider For For Management 7 Elect Director Michael L. Underwood For For Management 8 Elect Director Joseph C. Winkler, III For For Management 9 Ratify Auditors For For Management 10 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- EMC CORPORATION Ticker: EMC Security ID: 268648102 Meeting Date: MAY 01, 2012 Meeting Type: Annual Record Date: MAR 01, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Michael W. Brown For For Management 2 Elect Director Randolph L. Cowen For For Management 3 Elect Director Gail Deegan For For Management 4 Elect Director James S. DiStasio For For Management 5 Elect Director John R. Egan For For Management 6 Elect Director Edmund F. Kelly For For Management 7 Elect Director Windle B. Priem For For Management 8 Elect Director Paul Sagan For For Management 9 Elect Director David N. Strohm For For Management 10 Elect Director Joseph M. Tucci For For Management 11 Ratify Auditors For For Management 12 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- ENSCO PLC Ticker: ESV Security ID: 29358Q109 Meeting Date: MAY 22, 2012 Meeting Type: Annual Record Date: MAR 30, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Re-elect C. Christopher Gaut as For For Management Director 2 Re-elect Gerald W. Haddock as Director For For Management 3 Re-elect Paul E. Rowsey, III as For For Management Director 4 Re-elect Francis S. Kalman as Director For For Management 5 Re-elect David A. B. Brown as Director For For Management 6 Reappoint KPMG LLP as Auditors of the For For Management Company 7 Reappoint KPMG Audit Plc as Auditors For For Management of the Company 8 Authorize Board to Fix Remuneration of For For Management Auditors 9 Approve Omnibus Stock Plan For For Management 10 Advisory Vote to Ratify Named For For Management Executive Officers Compensation -------------------------------------------------------------------------------- EQT CORPORATION Ticker: EQT Security ID: 26884L109 Meeting Date: APR 18, 2012 Meeting Type: Annual Record Date: FEB 15, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kenneth M. Burke For For Management 1.2 Elect Director Margaret K. Dorman For For Management 1.3 Elect Director Philip G. Behrman For For Management 1.4 Elect Director A. Bray Cary, Jr. For For Management 1.5 Elect Director Lee T. Todd, Jr. For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management 4 Declassify the Board of Directors Against For Shareholder -------------------------------------------------------------------------------- EXPEDITORS INTERNATIONAL OF WASHINGTON, INC. Ticker: EXPD Security ID: 302130109 Meeting Date: MAY 02, 2012 Meeting Type: Annual Record Date: MAR 08, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Mark A. Emmert For For Management 2 Elect Director R. Jordan Gates For For Management 3 Elect Director Dan P. Kourkoumelis For For Management 4 Elect Director Michael J. Malone For For Management 5 Elect Director John W. Meisenbach For For Management 6 Elect Director Peter J. Rose For For Management 7 Elect Director James L. K. Wang For For Management 8 Elect Director Robert R. Wright For For Management 9 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 10 Approve Stock Option Plan For For Management 11 Ratify Auditors For For Management 12 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- F5 NETWORKS, INC. Ticker: FFIV Security ID: 315616102 Meeting Date: MAR 15, 2012 Meeting Type: Annual Record Date: JAN 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Jonathan Chadwick For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Declassify the Board of Directors Against For Shareholder -------------------------------------------------------------------------------- FLEETCOR TECHNOLOGIES, INC. Ticker: FLT Security ID: 339041105 Meeting Date: MAY 22, 2012 Meeting Type: Annual Record Date: APR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Andrew B. Balson For For Management 1.2 Elect Director Bruce R. Evans For For Management 1.3 Elect Director Glenn W. Marschel For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- FLOWSERVE CORPORATION Ticker: FLS Security ID: 34354P105 Meeting Date: MAY 17, 2012 Meeting Type: Annual Record Date: MAR 23, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mark A. Blinn For For Management 1.2 Elect Director Roger L. Fix For For Management 1.3 Elect Director David E. Roberts For For Management 1.4 Elect Director James O. Rollans For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Declassify the Board of Directors For For Management 4 Provide Right to Call Special Meeting For For Management 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- FLUOR CORPORATION Ticker: FLR Security ID: 343412102 Meeting Date: MAY 03, 2012 Meeting Type: Annual Record Date: MAR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Peter K. Barker For For Management 2 Elect Director Alan M. Bennett For For Management 3 Elect Director Dean R. O'Hare For For Management 4 Elect Director David T. Seaton For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Provide Right to Call Special Meeting For For Management 7 Ratify Auditors For For Management -------------------------------------------------------------------------------- FMC TECHNOLOGIES, INC. Ticker: FTI Security ID: 30249U101 Meeting Date: MAY 02, 2012 Meeting Type: Annual Record Date: MAR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Mike R. Bowlin For For Management 2 Elect Director Philip J. Burguieres For For Management 3 Elect Director Edward J. Mooney For For Management 4 Elect Director James M. Ringler For For Management 5 Ratify Auditors For For Management 6 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 7 Declassify the Board of Directors For For Management -------------------------------------------------------------------------------- GILEAD SCIENCES, INC. Ticker: GILD Security ID: 375558103 Meeting Date: MAY 10, 2012 Meeting Type: Annual Record Date: MAR 14, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John F. Cogan For For Management 1.2 Elect Director Etienne F. Davignon For For Management 1.3 Elect Director James M. Denny For For Management 1.4 Elect Director Carla A. Hills For For Management 1.5 Elect Director Kevin E. Lofton 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 G. Moore For For Management 1.10 Elect Director Richard J. Whitley For For Management 1.11 Elect Director Gayle E. Wilson For For Management 1.12 Elect Director Per Wold-Olsen For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Provide Right to Act by Written Consent Against For Shareholder 5 Submit Shareholder Rights Plan (Poison Against For Shareholder Pill) to Shareholder Vote -------------------------------------------------------------------------------- GOOGLE INC. Ticker: GOOG Security ID: 38259P508 Meeting Date: JUN 21, 2012 Meeting Type: Annual Record Date: APR 23, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Larry Page For For Management 1.2 Elect Director Sergey Brin For For Management 1.3 Elect Director Eric E. Schmidt For For Management 1.4 Elect Director L. John Doerr For For Management 1.5 Elect Director Diane B. Greene For For Management 1.6 Elect Director John L. Hennessy For For Management 1.7 Elect Director Ann Mather For For Management 1.8 Elect Director Paul S. Otellini For For Management 1.9 Elect Director K. Ram Shriram For For Management 1.10 Elect Director Shirley M. Tilghman For For Management 2 Ratify Auditors For For Management 3 Authorize a New Class of Common Stock For Against Management 4 Increase Authorized Common Stock For Against Management 5 Amend Charter to Provide For Class A For For Management Common Holders to Receive Equal Consideration as Class B Common Holders in event of any Merger, Consolidation or Business Combination 6 Approve Omnibus Stock Plan For Against Management 7 Approve Omnibus Stock Plan For Against Management 8 Adopt Proxy Statement Reporting on Against Against Shareholder Political Contributions and Advisory Vote 9 Amend Articles Regarding Arbitration Against Against Shareholder of Shareholder Lawsuits 10 Approve Recapitalization Plan for all Against For Shareholder Stock to have One-vote per Share -------------------------------------------------------------------------------- GREEN MOUNTAIN COFFEE ROASTERS, INC. Ticker: GMCR Security ID: 393122106 Meeting Date: MAR 22, 2012 Meeting Type: Annual Record Date: JAN 26, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William D. Davis For For Management 1.2 Elect Director Jules A. del Vecchio For For Management 1.3 Elect Director Robert P. Stiller For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Increase Authorized Common Stock For Against Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- HONEYWELL INTERNATIONAL INC. Ticker: HON Security ID: 438516106 Meeting Date: APR 23, 2012 Meeting Type: Annual Record Date: FEB 24, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Gordon M. Bethune For For Management 2 Elect Director Kevin Burke For For Management 3 Elect Director Jaime Chico Pardo For For Management 4 Elect Director David M. Cote For For Management 5 Elect Director D. Scott Davis For For Management 6 Elect Director Linnet F. Deily For For Management 7 Elect Director Judd Gregg For For Management 8 Elect Director Clive R. Hollick For For Management 9 Elect Director George Paz For For Management 10 Elect Director Bradley T. Sheares For For Management 11 Ratify Auditors For For Management 12 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 13 Require Independent Board Chairman Against Against Shareholder 14 Report on Political Contributions Against For Shareholder -------------------------------------------------------------------------------- IDEXX LABORATORIES, INC. Ticker: IDXX Security ID: 45168D104 Meeting Date: MAY 09, 2012 Meeting Type: Annual Record Date: MAR 12, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William T. End For For Management 1.2 Elect Director Barry C. Johnson For For Management 1.3 Elect Director Brian P. McKeon For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- INDUSTRIA DE DISENO TEXTIL (INDITEX) Ticker: ITX 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 None None Management Pablo Isla Alvarez de Tejera as New Chairman of the Board, and Consequently, of AGM 2 Accept Individual Financial Statements For For Management and Statutory Reports for FY 2010, Ended Jan. 31, 2011 3 Approve Consolidated Financial For For Management Statements and Statutory Reports, and Discharge of Directors for FY 2010, Ended Jan. 31, 2011 4 Approve Allocation of Income and For For Management Dividends of EUR 1.60 Per Share 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 For For Management Update Legal Reference and Textual Adjustments to Adapt to Applicable Legislation 8 Amend Several Articles of General For For Management Meeting Regulations to Update Legal Reference and Textual Adjustments to Adapt to Applicable Legislation 9 Approve Remuneration of Directors For For Management 10 Approve Share Award to Newly Appointed For Against Management Chairman/CEO 11 Authorize Board to Ratify and Execute For For Management Approved Resolutions 12 Receive Changes to Board of Directors' None None Management Guidelines -------------------------------------------------------------------------------- JDS UNIPHASE CORPORATION Ticker: JDSU Security ID: 46612J507 Meeting Date: NOV 16, 2011 Meeting Type: Annual Record Date: SEP 20, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Penelope A. Herscher For For Management 1.2 Elect Director Masood Jabbar For For Management 1.3 Elect Director Thomas Waechter For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- JOHNSON CONTROLS, INC. Ticker: JCI Security ID: 478366107 Meeting Date: JAN 25, 2012 Meeting Type: Annual Record Date: NOV 17, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dennis W. Archer For Withhold Management 1.2 Elect Director Mark P. Vergnano For For Management 1.3 Elect Director Richard Goodman For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Declassify the Board of Directors Against For Shareholder -------------------------------------------------------------------------------- JONES LANG LASALLE INCORPORATED Ticker: JLL Security ID: 48020Q107 Meeting Date: MAY 31, 2012 Meeting Type: Annual Record Date: MAR 19, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Hugo Bague For For Management 2 Elect Director Colin Dyer For For Management 3 Elect Director Darryl Hartley-Leonard For For Management 4 Elect Director DeAnne Julius For For Management 5 Elect Director Ming Lu For For Management 6 Elect Director Lauralee E. Martin For For Management 7 Elect Director Martin H. Nesbitt For For Management 8 Elect Director Sheila A. Penrose For For Management 9 Elect Director David B. Rickard For For Management 10 Elect Director Roger T. Staubach For For Management 11 Elect Director Thomas C. Theobald For For Management 12 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 13 Amend Omnibus Stock Plan For For Management 14 Ratify Auditors For For Management -------------------------------------------------------------------------------- JOY GLOBAL INC. Ticker: JOY Security ID: 481165108 Meeting Date: MAR 06, 2012 Meeting Type: Annual Record Date: JAN 06, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Steven L. Gerard For For Management 1.2 Elect Director John T. Gremp For For Management 1.3 Elect Director John Nils Hanson For For Management 1.4 Elect Director Gale E. Klappa For For Management 1.5 Elect Director Richard B. Loynd For For Management 1.6 Elect Director P. Eric Siegert For For Management 1.7 Elect Director Michael W. Sutherlin For For Management 1.8 Elect Director James H. Tate For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Reduce Supermajority Vote Requirement For For Management 5 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- KANSAS CITY SOUTHERN Ticker: KSU Security ID: 485170302 Meeting Date: MAY 03, 2012 Meeting Type: Annual Record Date: MAR 05, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lu M. Cordova For For Management 1.2 Elect Director Michael R. Haverty For For Management 1.3 Elect Director Thomas A. McDonnell For For Management 2 Ratify Auditors For For Management 3 Reduce Supermajority Vote Requirement For For Management 4 Eliminate Cumulative Voting For For Management 5 Amend Certificate of Incorporation For For Management 6 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 7 Reduce Supermajority Vote Requirement Against For Shareholder -------------------------------------------------------------------------------- KRAFT FOODS INC. Ticker: KFT Security ID: 50075N104 Meeting Date: MAY 23, 2012 Meeting Type: Annual Record Date: MAR 15, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Myra M. Hart For For Management 2 Elect Director Peter B. Henry For For Management 3 Elect Director Lois D. Juliber For For Management 4 Elect Director Mark D. Ketchum For For Management 5 Elect Director Terry J. Lundgren For For Management 6 Elect Director Mackey J. McDonald For For Management 7 Elect Director Jorge S. Mesquita For For Management 8 Elect Director John C. Pope For For Management 9 Elect Director Fredric G. Reynolds For For Management 10 Elect Director Irene B. Rosenfeld For For Management 11 Elect Director Jean-Francois M.L. van For For Management Boxmeer 12 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 13 Change Company Name For For Management 14 Ratify Auditors For For Management 15 Report on Supply Chain and Against Against Shareholder Deforestation 16 Report on Adopting Extended Producer Against For Shareholder Responsibility Policy 17 Report on Lobbying Payments and Policy Against Against Shareholder -------------------------------------------------------------------------------- LAS VEGAS SANDS CORP. Ticker: LVS Security ID: 517834107 Meeting Date: JUN 07, 2012 Meeting Type: Annual Record Date: APR 13, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jason N. Ader For For Management 1.2 Elect Director Michael A. Leven For For Management 1.3 Elect Director Jeffrey H. Schwartz For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- LKQ CORPORATION Ticker: LKQX Security ID: 501889208 Meeting Date: MAY 07, 2012 Meeting Type: Annual Record Date: MAR 08, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director A. Clinton Allen For For Management 1.2 Elect Director Kevin F. Flynn For For Management 1.3 Elect Director Ronald G. Foster For For Management 1.4 Elect Director Joseph M. Holsten For For Management 1.5 Elect Director Blythe J. McGarvie For For Management 1.6 Elect Director Paul M. Meister For For Management 1.7 Elect Director John F. O'Brien For For Management 1.8 Elect Director Robert L. Wagman For For Management 1.9 Elect Director William M. Webster, IV For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Amend Executive Incentive Bonus Plan For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- LVMH MOET HENNESSY LOUIS VUITTON Ticker: MC Security ID: F58485115 Meeting Date: APR 05, 2012 Meeting Type: Annual/Special Record Date: MAR 30, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Auditors' Special Report on For For Management Related-Party Transactions 4 Approve Allocation of Income and For For Management Dividends of EUR 2.60 per Share 5 Ratify Appointment of Francesco For For Management Trapani as Director 6 Ratify Appointment of Felix G. Rohatyn For For Management as Censor 7 Elect Antoine Arnault as Director For For Management 8 Elect Albert Frere as Director For For Management 9 Elect Gilles Hennessy as Director For For Management 10 Elect Lord Powell Of Bayswater as For For Management Director 11 Elect Yves Thibault De Silguy as For For Management Director 12 Approve Remuneration of Directors in For For Management the Aggregate Amount of EUR 1.26 Million 13 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 14 Approve Reduction in Share Capital via For For Management Cancellation of Repurchased Shares 15 Authorize up to 1 Percent of Issued For For Management Capital for Use in Stock Option Plan 16 Approve Employee Stock Purchase Plan For For Management 17 Amend Article 23 of Bylaws Re: For For Management Convening of General Meeting upon Second Call and Proxy Voting -------------------------------------------------------------------------------- MASTERCARD INCORPORATED Ticker: MA Security ID: 57636Q104 Meeting Date: JUN 05, 2012 Meeting Type: Annual Record Date: APR 10, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Ajay Banga For For Management 2 Elect Director David R. Carlucci For For Management 3 Elect Director Steven J. Freiberg For For Management 4 Elect Director Richard Haythornthwaite For For Management 5 Elect Director Marc Olivie For For Management 6 Elect Director Rima Qureshi For For Management 7 Elect Director Mark Schwartz For For Management 8 Elect Director Jackson P. Tai For For Management 9 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 10 Amend Non-Employee Director Omnibus For For Management Stock Plan 11 Amend Omnibus Stock Plan For For Management 12 Ratify Auditors For For Management -------------------------------------------------------------------------------- MEAD JOHNSON NUTRITION COMPANY Ticker: MJN Security ID: 582839106 Meeting Date: MAY 04, 2012 Meeting Type: Annual Record Date: MAR 16, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Stephen W. Golsby For For Management 2 Elect Director Steven M. Altschuler For For Management 3 Elect Director Howard B. Bernick For For Management 4 Elect Director Kimberly A. Casiano For For Management 5 Elect Director Anna C. Catalano For For Management 6 Elect Director Celeste A. Clark For For Management 7 Elect Director James M. Cornelius For For Management 8 Elect Director Peter G. Ratcliffe For For Management 9 Elect Director Elliott Sigal For For Management 10 Elect Director Robert S. Singer For For Management 11 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 12 Ratify Auditors For For Management -------------------------------------------------------------------------------- MICROCHIP TECHNOLOGY INCORPORATED Ticker: MCHP Security ID: 595017104 Meeting Date: AUG 19, 2011 Meeting Type: Annual Record Date: JUN 24, 2011 # 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 For For Management Executive Officers' Compensation 5 Advisory Vote on Say on Pay Frequency Three One Year Management Years -------------------------------------------------------------------------------- MONSANTO COMPANY Ticker: MON Security ID: 61166W101 Meeting Date: JAN 24, 2012 Meeting Type: Annual Record Date: NOV 28, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Directors Janice L. Fields For For Management 2 Elect Directors Hugh Grant For For Management 3 Elect Directors C. Steven McMillan For For Management 4 Elect Directors Robert J. Stevens For For Management 5 Ratify Auditors For For Management 6 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 7 Amend Omnibus Stock Plan For For Management 8 Report on Risk of Genetically Against Against Shareholder Engineered Products -------------------------------------------------------------------------------- NATIONAL OILWELL VARCO, INC. Ticker: NOV Security ID: 637071101 Meeting Date: MAY 16, 2012 Meeting Type: Annual Record Date: MAR 26, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Merrill A. Miller, Jr. For For Management 2 Elect Director Greg L. Armstrong For For Management 3 Elect Director David D. Harrison For For Management 4 Ratify Auditors For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Report on Political Contributions Against For Shareholder -------------------------------------------------------------------------------- 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 For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- NOBLE ENERGY, INC. Ticker: NBL Security ID: 655044105 Meeting Date: APR 24, 2012 Meeting Type: Annual Record Date: MAR 06, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Jeffrey L. Berenson For For Management 2 Elect Director Michael A. Cawley For For Management 3 Elect Director Edward F. Cox For For Management 4 Elect Director Charles D. Davidson For For Management 5 Elect Director Thomas J. Edelman For For Management 6 Elect Director Eric P. Grubman For For Management 7 Elect Director Kirby L. Hedrick For For Management 8 Elect Director Scott D. Urban For For Management 9 Elect Director William T. Van Kleef For For Management 10 Ratify Auditors For For Management 11 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 12 Increase Authorized Common Stock For For Management -------------------------------------------------------------------------------- OCCIDENTAL PETROLEUM CORPORATION Ticker: OXY Security ID: 674599105 Meeting Date: MAY 04, 2012 Meeting Type: Annual Record Date: MAR 13, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Spencer Abraham For For Management 2 Elect Director Howard I. Atkins For For Management 3 Elect Director Stephen I. Chazen For For Management 4 Elect Director Edward P. Djerejian For For Management 5 Elect Director John E. Feick For For Management 6 Elect Director Margaret M. Foran For For Management 7 Elect Director Carlos M. Gutierrez For For Management 8 Elect Director Ray R. Irani For For Management 9 Elect Director Avedick B. Poladian For For Management 10 Elect Director Aziz D. Syriani For For Management 11 Elect Director Rosemary Tomich For For Management 12 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 13 Ratify Auditors For For Management 14 Request Director Nominee with Against Against Shareholder Environmental Qualifications -------------------------------------------------------------------------------- OCEANEERING INTERNATIONAL, INC. Ticker: OII Security ID: 675232102 Meeting Date: MAY 04, 2012 Meeting Type: Annual Record Date: MAR 16, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jerold J. DesRoche For For Management 1.2 Elect Director John R. Huff For For Management 1.3 Elect Director M. Kevin McEvoy For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 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 For Against Management Executive Officers' Compensation 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 -------------------------------------------------------------------------------- OWENS CORNING Ticker: OC Security ID: 690742101 Meeting Date: APR 19, 2012 Meeting Type: Annual Record Date: FEB 21, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Norman P. Blake, Jr. For For Management 1.2 Elect Director James J. McMonagle For For Management 1.3 Elect Director W. Howard Morris For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- PETSMART, INC. Ticker: PETM Security ID: 716768106 Meeting Date: JUN 13, 2012 Meeting Type: Annual Record Date: APR 16, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Angel Cabrera For For Management 2 Elect Director Rita V. Foley For For Management 3 Elect Director Philip L. Francis For For Management 4 Elect Director Rakesh Gangwal For For Management 5 Elect Director Joseph S. Hardin, Jr. For For Management 6 Elect Director Gregory P. Josefowicz For For Management 7 Elect Director Amin I. Khalifa For For Management 8 Elect Director Richard K. Lochridge For For Management 9 Elect Director Robert F. Moran For For Management 10 Elect Director Barbara A. Munder For For Management 11 Elect Director Thomas G. Stemberg For For Management 12 Ratify Auditors For For Management 13 Approve Qualified Employee Stock For For Management Purchase Plan 14 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- PHILIP MORRIS INTERNATIONAL INC. Ticker: PM Security ID: 718172109 Meeting Date: MAY 09, 2012 Meeting Type: Annual Record Date: MAR 16, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Harold Brown For For Management 2 Elect Director Mathis Cabiallavetta For For Management 3 Elect DirectorLouis C. Camilleri For For Management 4 Elect DirectorJ. Dudley Fishburn For For Management 5 Elect DirectorJennifer Li For For Management 6 Elect Director Graham Mackay For For Management 7 Elect Director Sergio Marchionne For For Management 8 Elect Director Kalpana Morparia For For Management 9 Elect DirectorLucio A. Noto For For Management 10 Elect DirectorRobert B. Polet For For Management 11 Elect DirectorCarlos Slim Helu For For Management 12 Elect DirectorStephen M. Wolf For For Management 13 Ratify Auditors For For Management 14 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 15 Approve Restricted Stock Plan For For Management 16 Require Independent Board Chairman Against Against Shareholder 17 Establish Ethics Committee to Review Against Against Shareholder Marketing Activities -------------------------------------------------------------------------------- PIONEER NATURAL RESOURCES COMPANY Ticker: PXD Security ID: 723787107 Meeting Date: MAY 17, 2012 Meeting Type: Annual Record Date: MAR 22, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Thomas D. Arthur For For Management 2 Elect Director Andrew F. Cates For For Management 3 Elect Director Scott J. Reiman For For Management 4 Elect Director Scott D. Sheffield For For Management 5 Declassify the Board of Directors For For Management 6 Amend Qualified Employee Stock For For Management Purchase Plan 7 Ratify Auditors For For Management 8 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 9 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- POLARIS INDUSTRIES INC. Ticker: PII Security ID: 731068102 Meeting Date: APR 26, 2012 Meeting Type: Annual Record Date: FEB 29, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Annette K. Clayton For For Management 1.2 Elect Director Gregory R. Palen For For Management 1.3 Elect Director John P. Wiehoff For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- POLYPORE INTERNATIONAL, INC. Ticker: PPO Security ID: 73179V103 Meeting Date: MAY 09, 2012 Meeting Type: Annual Record Date: MAR 12, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William Dries For For Management 1.2 Elect Director Frederick C. Flynn, Jr. For For Management 1.3 Elect Director Michael Chesser For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- PRAXAIR, INC. Ticker: PX Security ID: 74005P104 Meeting Date: APR 24, 2012 Meeting Type: Annual Record Date: MAR 01, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephen F. Angel For For Management 1.2 Elect Director Oscar Bernardes For For Management 1.3 Elect Director Bret K. Clayton For For Management 1.4 Elect Director Nance K. Dicciani For For Management 1.5 Elect Director Edward G. Galante For For Management 1.6 Elect Director Claire W. Gargalli For For Management 1.7 Elect Director Ira D. Hall For For Management 1.8 Elect Director Raymond W. LeBoeuf For For Management 1.9 Elect Director Larry D. McVay For For Management 1.10 Elect Director Wayne T. Smith For For Management 1.11 Elect Director Robert L. Wood For For Management 2 Provide Right to Call Special Meeting For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Adopt Proxy Statement Reporting on Against Against Shareholder Political Contributions and Advisory Vote 5 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 For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- PRICELINE.COM INCORPORATED Ticker: PCLN Security ID: 741503403 Meeting Date: JUN 07, 2012 Meeting Type: Annual Record Date: APR 12, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffery H. Boyd For For Management 1.2 Elect Director Ralph M. Bahna For For Management 1.3 Elect Director Howard W. Barker, Jr. For For Management 1.4 Elect Director Jan L. Docter For For Management 1.5 Elect Director Jeffrey E. Epstein For For Management 1.6 Elect Director James M. Guyette For For Management 1.7 Elect Director Nancy B. Peretsman For For Management 1.8 Elect Director Craig W. Rydin For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- QUALCOMM INCORPORATED Ticker: QCOM Security ID: 747525103 Meeting Date: MAR 06, 2012 Meeting Type: Annual Record Date: JAN 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Barbara T. Alexander For Withhold Management 1.2 Elect Director Stephen M. Bennett For Withhold Management 1.3 Elect Director Donald G. Cruickshank For Withhold Management 1.4 Elect Director Raymond V. Dittamore For Withhold Management 1.5 Elect Director Thomas W. Horton For Withhold Management 1.6 Elect Director Paul E. Jacobs For Withhold Management 1.7 Elect Director Robert E. Kahn For Withhold Management 1.8 Elect Director Sherry Lansing For Withhold Management 1.9 Elect Director Duane A. Nelles For Withhold Management 1.10 Elect Director Francisco Ros For Withhold Management 1.11 Elect Director Brent Scowcroft For Withhold Management 1.12 Elect Director Marc I. Stern For Withhold Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Eliminate Provision Relating to For For Management Plurality Voting for the Election of Directors -------------------------------------------------------------------------------- RED HAT, INC. Ticker: RHT Security ID: 756577102 Meeting Date: AUG 11, 2011 Meeting Type: Annual Record Date: JUN 15, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Sohaib Abbasi For For Management 2 Elect Director Narendra K. Gupta For For Management 3 Elect Director William S. Kaiser For For Management 4 Elect Director James M. Whitehurst For For Management 5 Ratify Auditors For For Management 6 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 7 Advisory Vote on Say on Pay Frequency One Year One Year Management 8 Approve Executive Incentive Bonus Plan For For Management -------------------------------------------------------------------------------- ROSS STORES, INC. Ticker: ROST Security ID: 778296103 Meeting Date: MAY 16, 2012 Meeting Type: Annual Record Date: MAR 20, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael Balmuth For For Management 1.2 Elect Director K. Gunnar Bjorklund For For Management 1.3 Elect Director Sharon D. Garrett For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management 4 Require a Majority Vote for the Against For Shareholder Election of Directors -------------------------------------------------------------------------------- ROYAL CARIBBEAN CRUISES LTD. Ticker: RCL Security ID: V7780T103 Meeting Date: MAY 31, 2012 Meeting Type: Annual Record Date: APR 02, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Morten Arntzen as Director For For Management 2 Elect Bernard W. Aronson as Director For For Management 3 Elect Richard D. Fain as Director For For Management 4 Elect Ann S. Moore as Director For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 7 Report on Political Contributions Against For Shareholder -------------------------------------------------------------------------------- SALESFORCE.COM, INC. Ticker: CRM Security ID: 79466L302 Meeting Date: JUN 07, 2012 Meeting Type: Annual Record Date: APR 17, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Craig Ramsey For Against Management 2 Elect Director Sanford R. Robertson For Against Management 3 Elect Director Maynard Webb For Against Management 4 Ratify Auditors For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Declassify the Board of Directors Against For Shareholder -------------------------------------------------------------------------------- SCHLUMBERGER LIMITED Ticker: SLB Security ID: 806857108 Meeting Date: APR 11, 2012 Meeting Type: Annual Record Date: FEB 22, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter L.S. Currie For For Management 1.2 Elect Director Tony Isaac For For Management 1.3 Elect Director K. Vaman Kamath For For Management 1.4 Elect Director Paal Kibsgaard For For Management 1.5 Elect Director Nikolay Kudryavtsev For For Management 1.6 Elect Director Adrian Lajous For For Management 1.7 Elect Director Michael E. Marks For For Management 1.8 Elect Director Elizabeth Moler For For Management 1.9 Elect Director Lubna S. Olayan For For Management 1.10 Elect Director Leo Rafael Reif For For Management 1.11 Elect Director Tore I. Sandvold For For Management 1.12 Elect Director Henri Seydoux For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Adopt and Approve Financials and For For Management Dividends 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 5 Amend Non-Employee Director Omnibus For For Management Stock Plan -------------------------------------------------------------------------------- SM ENERGY COMPANY Ticker: SM Security ID: 78454L100 Meeting Date: MAY 23, 2012 Meeting Type: Annual Record Date: MAR 26, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Barbara M. Baumann For For Management 2 Elect Director Anthony J. Best For For Management 3 Elect Director Larry W. Bickle For For Management 4 Elect Director Stephen R. Brand For For Management 5 Elect Director William J. Gardiner For For Management 6 Elect Director Julio M. Quintana For For Management 7 Elect Director John M. Seidl For For Management 8 Elect Director William D. Sullivan For For Management 9 Ratify Auditors For For Management 10 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- SOTHEBY'S Ticker: BID Security ID: 835898107 Meeting Date: MAY 08, 2012 Meeting Type: Annual Record Date: MAR 14, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director John M. Angelo For For Management 2 Elect Director Michael Blakenham For For Management 3 Elect Director Steven B. Dodge For For Management 4 Elect Director The Duke Of Devonshire For For Management 5 Elect Director Daniel Meyer For For Management 6 Elect Director Allen Questrom For For Management 7 Elect Director William F. Ruprecht For For Management 8 Elect Director Marsha E. Simms For For Management 9 Elect Director Michael I. Sovern For For Management 10 Elect Director Robert S. Taubman For For Management 11 Elect Director Diana L. Taylor For For Management 12 Elect Director Dennis M. Weibling For For Management 13 Ratify Auditors For For Management 14 Amend Executive Incentive Bonus Plan For For Management 15 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 16 Adopt Policy on Succession Planning Against Against Shareholder 17 Pro-rata Vesting of Equity Awards Against Against Shareholder -------------------------------------------------------------------------------- STANLEY BLACK & DECKER, INC. Ticker: SWK Security ID: 854502101 Meeting Date: APR 17, 2012 Meeting Type: Annual Record Date: FEB 27, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Patrick D. Campbell For For Management 1.2 Elect Director Benjamin H. Griswold, IV For For Management 1.3 Elect Director Eileen S. Kraus For For Management 1.4 Elect Director Robert L. Ryan For For Management 2 Declassify the Board of Directors For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Ratify Auditors For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- STARBUCKS CORPORATION Ticker: SBUX Security ID: 855244109 Meeting Date: MAR 21, 2012 Meeting Type: Annual Record Date: JAN 12, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Howard Schultz For For Management 2 Elect Director William W. Bradley For For Management 3 Elect Director Mellody Hobson For For Management 4 Elect Director Kevin R. Johnson For For Management 5 Elect Director Olden Lee For For Management 6 Elect Director Joshua Cooper Ramo For For Management 7 Elect Director James G. Shennan, Jr. For For Management 8 Elect Director Clara Shih For For Management 9 Elect Director Javier G. Teruel For For Management 10 Elect Director Myron E. Ullman, III For For Management 11 Elect Director Craig E. Weatherup For For Management 12 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 13 Amend Executive Incentive Bonus Plan For For Management 14 Ratify Auditors For For Management 15 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Environmental Sustainability -------------------------------------------------------------------------------- STERICYCLE, INC. Ticker: SRCL Security ID: 858912108 Meeting Date: MAY 22, 2012 Meeting Type: Annual Record Date: MAR 23, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Mark C. Miller For For Management 2 Elect Director Jack W. Schuler For For Management 3 Elect Director Thomas D. Brown For For Management 4 Elect Director Rod F. Dammeyer For For Management 5 Elect Director William K. Hall For For Management 6 Elect Director Jonathan T. Lord For For Management 7 Elect Director John Patience For For Management 8 Elect Director James W.p. Reid-Anderson For For Management 9 Elect Director Ronald G. Spaeth For For Management 10 Ratify Auditors For For Management 11 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 12 Stock Retention/Holding Period Against Against Shareholder -------------------------------------------------------------------------------- TARGET CORPORATION Ticker: TGT Security ID: 87612E106 Meeting Date: JUN 13, 2012 Meeting Type: Annual Record Date: APR 16, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Roxanne S. Austin For For Management 1.2 Elect Director Calvin Darden For For Management 1.3 Elect Director Mary N. Dillon For For Management 1.4 Elect Director James A. Johnson For Withhold Management 1.5 Elect Director Mary E. Minnick For For Management 1.6 Elect Director Anne M. Mulcahy For Withhold Management 1.7 Elect Director Derica W. Rice For For Management 1.8 Elect Director Stephen W. Sanger For For Management 1.9 Elect Director Gregg W. Steinhafel For For Management 1.10 Elect Director John G. Stumpf For For Management 1.11 Elect Director Solomon D. Trujillo For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Report on Electronics Recycling and Against Against Shareholder Preventing E-Waste Export 6 Prohibit Political Contributions Against Against Shareholder -------------------------------------------------------------------------------- TEVA PHARMACEUTICAL INDUSTRIES LTD. Ticker: TEVA Security ID: 881624209 Meeting Date: SEP 19, 2011 Meeting Type: Annual Record Date: AUG 10, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Final Dividend For For Management 2.1 Elect Chaim Hurvitz as Director For For Management 2.2 Elect Ory Slonim as Director For For Management 2.3 Elect Dan Suesskind as Director For For Management 3.1 Elect Joseph Nitzani as External For For Management Director and Approve His Remuneration 3.2 Elect Dafna Schwartz as External For For Management Director and Approve Her Remuneration 4 Approve Auditors and Authorize Board For For Management to Fix Their Remuneration 5 Approve Director/Officer Liability and For For Management Indemnification Insurance 6.1 Amend Remuneration of Vice Chairman For For Management 6.2 Approve Reimbursement of Expenses of For For Management Board Chairman -------------------------------------------------------------------------------- THE COOPER COMPANIES, INC. Ticker: COO Security ID: 216648402 Meeting Date: MAR 20, 2012 Meeting Type: Annual Record Date: JAN 25, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director A. Thomas Bender For For Management 2 Elect Director Michael H. Kalkstein For For Management 3 Elect Director Jody S. Lindell For For Management 4 Elect Director Donald Press For For Management 5 Elect Director Steven Rosenberg For For Management 6 Elect Director Allan E. Rubenstein For For Management 7 Elect Director Robert S. Weiss For For Management 8 Elect Director Stanley Zinberg For For Management 9 Ratify Auditors For For Management 10 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- THERMO FISHER SCIENTIFIC INC. Ticker: TMO Security ID: 883556102 Meeting Date: MAY 23, 2012 Meeting Type: Annual Record Date: MAR 26, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director C. Martin Harris For For Management 2 Elect Director Judy C. Lewent For For Management 3 Elect Director Jim P. Manzi For For Management 4 Elect Director Lars R. Sorensen For For Management 5 Elect Director Elaine S. Ullian For For Management 6 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 7 Ratify Auditors For For Management -------------------------------------------------------------------------------- TIFFANY & CO. Ticker: TIF Security ID: 886547108 Meeting Date: MAY 17, 2012 Meeting Type: Annual Record Date: MAR 20, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Michael J. Kowalski For For Management 2 Elect Director Rose Marie Bravo For For Management 3 Elect Director Gary E. Costley For For Management 4 Elect Director Lawrence K. Fish For For Management 5 Elect Director Abby F. Kohnstamm For For Management 6 Elect Director Charles K. Marquis For For Management 7 Elect Director Peter W. May For For Management 8 Elect Director William A. Shutzer For For Management 9 Elect Director Robert S. Singer For For Management 10 Ratify Auditors For For Management 11 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- TRACTOR SUPPLY COMPANY Ticker: TSCO Security ID: 892356106 Meeting Date: MAY 03, 2012 Meeting Type: Annual Record Date: MAR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James F. Wright For For Management 1.2 Elect Director Johnston C. Adams For For Management 1.3 Elect Director Peter D. Bewley For For Management 1.4 Elect Director Jack C. Bingleman For For Management 1.5 Elect Director Richard W. Frost For For Management 1.6 Elect Director Cynthia T. Jamison For For Management 1.7 Elect Director George MacKenzie For For Management 1.8 Elect Director Edna K. Morris For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- UNION PACIFIC CORPORATION Ticker: UNP Security ID: 907818108 Meeting Date: MAY 10, 2012 Meeting Type: Annual Record Date: FEB 29, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Andrew H. Card, Jr. For For Management 2 Elect Director Erroll B. Davis, Jr. For For Management 3 Elect Director Thomas J. Donohue For For Management 4 Elect Director Archie W. Dunham For For Management 5 Elect Director Judith Richards Hope For For Management 6 Elect Director Charles C. Krulak For For Management 7 Elect Director Michael R. McCarthy For For Management 8 Elect Director Michael W. McConnell For For Management 9 Elect Director Thomas F. McLarty, III For For Management 10 Elect Director Steven R. Rogel For For Management 11 Elect Director Jose H. Villarreal For For Management 12 Elect Director James R. Young For For Management 13 Ratify Auditors For For Management 14 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 15 Report on Lobbying Payments and Policy Against For Shareholder 16 Stock Retention Against Against Shareholder -------------------------------------------------------------------------------- UNITED RENTALS, INC. Ticker: URI Security ID: 911363109 Meeting Date: APR 27, 2012 Meeting Type: Special Record Date: MAR 22, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Issue Shares in Connection with For For Management Acquisition 3 Adjourn Meeting For For Management -------------------------------------------------------------------------------- UNITED RENTALS, INC. Ticker: URI Security ID: 911363109 Meeting Date: JUN 08, 2012 Meeting Type: Annual Record Date: MAY 02, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Jenne K. Britell For For Management 2 Elect Director Jose B. Alvarez For For Management 3 Elect Director Bobby J. Griffin For For Management 4 Elect Director Michael J. Kneeland For For Management 5 Elect Director Pierre E. Leroy For For Management 6 Elect Director Singleton B. McAllister For For Management 7 Elect Director Brian D. McAuley For For Management 8 Elect Director John S. McKinney For For Management 9 Elect Director James H. Ozanne For For Management 10 Elect Director Jason D. Papastavrou For For Management 11 Elect Director Filippo Passerini For For Management 12 Elect Director Donald C. Roof For For Management 13 Elect Director Keith Wimbush For For Management 14 Amend Omnibus Stock Plan For For Management 15 Ratify Auditors For For Management 16 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 17 Repeal Exclusive Venue Provision Against Against Shareholder -------------------------------------------------------------------------------- URBAN OUTFITTERS, INC. Ticker: URBN Security ID: 917047102 Meeting Date: MAY 22, 2012 Meeting Type: Annual Record Date: MAR 19, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard A. Hayne For For Management 1.2 Elect Director Harry S. Cherken, Jr. For For Management 2 Ratify Auditors For For Management 3 Add Women and Minorities to the Board Against For Shareholder 4 Require a Majority Vote for the Against For Shareholder Election of Directors 5 Declassify the Board of Directors Against For Shareholder -------------------------------------------------------------------------------- VERIFONE SYSTEMS, INC. Ticker: PAY Security ID: 92342Y109 Meeting Date: JUN 27, 2012 Meeting Type: Annual Record Date: MAY 04, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert W. Alspaugh For For Management 1.2 Elect Director Douglas G. Bergeron For For Management 1.3 Elect Director Dr. Leslie G. Denend For For Management 1.4 Elect Director Alex W. Hart For For Management 1.5 Elect Director Robert B. Henske For For Management 1.6 Elect Director Richard A. McGinn For For Management 1.7 Elect Director Eitan Raff For For Management 1.8 Elect Director Jeffrey E. Stiefler For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- VERISIGN, INC. Ticker: VRSN Security ID: 92343E102 Meeting Date: MAY 24, 2012 Meeting Type: Annual Record Date: MAR 30, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director D. James Bidzos For For Management 1.2 Elect Director William L. Chenevich For For Management 1.3 Elect Director Kathleen A. Cote For For Management 1.4 Elect Director Roger H. Moore For For Management 1.5 Elect Director John D. Roach For For Management 1.6 Elect Director Louis A. Simpson For For Management 1.7 Elect Director Timothy Tomlinson For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- VERISK ANALYTICS, INC. Ticker: VRSK Security ID: 92345Y106 Meeting Date: MAY 16, 2012 Meeting Type: Annual Record Date: MAR 19, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J. Hyatt Brown For For Management 1.2 Elect Director Glen A. Dell For For Management 1.3 Elect Director Samuel G. Liss For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Approve Qualified Employee Stock For For Management Purchase Plan 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- VF CORPORATION Ticker: VFC Security ID: 918204108 Meeting Date: APR 24, 2012 Meeting Type: Annual Record Date: MAR 06, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert J. Hurst For For Management 1.2 Elect Director Laura W. Lang For For Management 1.3 Elect Director W. Alan McCollough For For Management 1.4 Elect Director Raymond G. Viault For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management 4 Declassify the Board of Directors Against For Shareholder -------------------------------------------------------------------------------- VISA INC. Ticker: V Security ID: 92826C839 Meeting Date: JAN 31, 2012 Meeting Type: Annual Record Date: DEC 05, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Gary P. Coughlan For For Management 2 Elect Director Mary B. Cranston For For Management 3 Elect Director Francisco Javier For For Management Fernandez-Carbajal 4 Elect Director Robert W. Matschullat For For Management 5 Elect Director Cathy E. Minehan For For Management 6 Elect Director Suzanne Nora Johnson For For Management 7 Elect Director David J. Pang For For Management 8 Elect Director Joseph W. Saunders For For Management 9 Elect Director William S. Shanahan For For Management 10 Elect Director John A. Swainson For For Management 11 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 12 Amend Omnibus Stock Plan For For Management 13 Ratify Auditors For For Management -------------------------------------------------------------------------------- VMWARE, INC. Ticker: VMW Security ID: 928563402 Meeting Date: MAY 31, 2012 Meeting Type: Annual Record Date: APR 05, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 2 Ratify Auditors For For Management ========== END NPX REPORT SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Registrant: MFS SERIES TRUST II By (Signature and Title): JOHN M. CORCORAN* ---------------------------------------------------- John M. Corcoran, Principal Executive Officer & President Date: August 13, 2012 *By (Signature and Title) /s/ Susan S. Newton ---------------------------------------------------- Susan S. Newton, as attorney-in-fact * Executed by Susan S. Newton on behalf of John M. Corcoran pursuant to a Power of Attorney dated July 18th, 2012. (1) (1) Incorporated by reference to MFS Municipal Series Trust (File Nos. 2-92915 and 811-4096) Post-Effective Amendment No. 54 filed with the SEC via EDGAR on July 26, 2012.