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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-PX
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ANNUAL REPORT OF PROXY VOTING RECORD OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES
INVESTMENT COMPANY ACT FILE NUMBER 811-21780
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MFS SERIES TRUST XII
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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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
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DATE OF FISCAL YEAR END: OCTOBER 31 AND APRIL 30*
DATE OF REPORTING PERIOD: JULY 1, 2011 - JUNE 30, 2012
* The MFS Equity Opportunities Fund, formerly known as the MFS Sector
Rotational Fund, a series of the Registrant, has a fiscal year end of
October 31. The fiscal year ends of the remaining series of the Registrant
are April 30.
Explanatory Note: Certain series of the Registrant (each, an "MFS
fund-of-funds") invests in shares of other funds within the MFS family of funds
(each, an "MFS underlying fund"). Pursuant to MFS' Proxy Voting Policies and
Procedures, an MFS fund-of-funds votes its shares of an underlying MFS fund in
the same proportion as the other shareholders of the MFS underlying fund. For
this reason, the proxy voting records of certain series of the Registrant will
contain multiple records for each meeting of an MFS underlying fund at which
such series voted.
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ITEM 1. PROXY VOTING RECORD.
******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-21780
Reporting Period: 07/01/2011 - 06/30/2012
MFS Series Trust XII
======================== MFS Equity Opportunities 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
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ADVANCE AUTO PARTS, INC.
Ticker: AAP Security ID: 00751Y106
Meeting Date: MAY 15, 2012 Meeting Type: Annual
Record Date: MAR 21, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John F. Bergstrom For For Management
1.2 Elect Director John C. Brouillard For For Management
1.3 Elect Director Fiona P. Dias For For Management
1.4 Elect Director Frances X. Frei For For Management
1.5 Elect Director Darren R. Jackson For For Management
1.6 Elect Director William S. Oglesby For For Management
1.7 Elect Director J. Paul Raines For For Management
1.8 Elect Director Gilbert T. Ray For For Management
1.9 Elect Director Carlos A. Saladrigas For For Management
1.10 Elect Director Jimmie L. Wade For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Amend Executive Incentive Bonus Plan For For Management
4 Amend Omnibus Stock Plan For Against Management
5 Amend Qualified Employee Stock For Against Management
Purchase Plan
6 Ratify Auditors For For Management
7 Reduce Supermajority Vote Requirement Against For Shareholder
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AETNA INC.
Ticker: AET Security ID: 00817Y108
Meeting Date: MAY 18, 2012 Meeting Type: Annual
Record Date: MAR 16, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Fernando Aguirre For For Management
2 Elect Director Mark T. Bertolini For For Management
3 Elect Director Frank M. Clark For For Management
4 Elect Director Betsy Z. Cohen For For Management
5 Elect Director Molly J. Coye For For Management
6 Elect Director Roger N. Farah For For Management
7 Elect Director Barbara Hackman Franklin For For Management
8 Elect Director Jeffrey E. Garten For For Management
9 Elect Director Ellen M. Hancock For For Management
10 Elect Director Richard J. Harrington For For Management
11 Elect Director Edward J. Ludwig For For Management
12 Elect Director Joseph P. Newhouse For For Management
13 Ratify Auditors For For Management
14 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
15 Provide for Cumulative Voting Against Against Shareholder
16 Report on Political Contributions Against Against Shareholder
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AFLAC INCORPORATED
Ticker: AFL Security ID: 001055102
Meeting Date: MAY 07, 2012 Meeting Type: Annual
Record Date: FEB 29, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Daniel P. Amos For For Management
2 Elect Director John Shelby Amos, II For For Management
3 Elect Director Paul S. Amos, II For For Management
4 Elect Director Kriss Cloninger, III For For Management
5 Elect Director Elizabeth J. Hudson For For Management
6 Elect Director Douglas W. Johnson For For Management
7 Elect Director Robert B. Johnson For For Management
8 Elect Director Charles B. Knapp For For Management
9 Elect Director E. Stephen Purdom For For Management
10 Elect Director Barbara K. Rimer For For Management
11 Elect Director Marvin R. Schuster For For Management
12 Elect Director Melvin T. Stith For For Management
13 Elect Director David Gary Thompson For For Management
14 Elect Director Takuro Yoshida For Against Management
15 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
16 Amend Omnibus Stock Plan For For Management
17 Amend Executive Incentive Bonus Plan For For Management
18 Ratify Auditors For For Management
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ALLIANT ENERGY CORPORATION
Ticker: LNT Security ID: 018802108
Meeting Date: MAY 17, 2012 Meeting Type: Annual
Record Date: MAR 15, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Patrick E. Allen For For Management
1.2 Elect Director Patricia L. Kampling For For Management
1.3 Elect Director Ann K. Newhall For For Management
1.4 Elect Director Dean C. Oestreich For For Management
1.5 Elect Director Carol P. Sanders For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
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ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG
Ticker: AWH Security ID: H01531104
Meeting Date: MAY 03, 2012 Meeting Type: Annual
Record Date: MAR 07, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Scott A. Carmilani as Director For For Management
2 Elect James F. Duffy as Director For For Management
3 Elect Bart Friedman as Director For For Management
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
5 Approve Omnibus Stock Plan For For Management
6 Authorize Share Repurchase Program For For Management
7 Approve Reclassification of Free For For Management
Reserves from Capital Contributions
8 Accept Consolidated Financial For For Management
Statements and Statutory Reports
9 Approve Retention of Disposable Profits For For Management
10 Approve Reduction in Share Capital For For Management
11 Amend Articles to Eliminate Certain For For Management
Conditional Share Capital
12 Amend Articles to Extend Authorized For For Management
Share Capital
13 Approve Dividends For For Management
14 Appoint Deloitte & Touche as For For Management
Independent Auditors and Deloitte AG
as Statutory Auditors
15 Appoint PricewaterhouseCoopers AG as For For Management
Special Auditor
16 Approve Discharge of Board and Senior For For Management
Management
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AMERICAN ELECTRIC POWER COMPANY, INC.
Ticker: AEP Security ID: 025537101
Meeting Date: APR 24, 2012 Meeting Type: Annual
Record Date: FEB 27, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Nicholas K. Akins For For Management
2 Elect Director David J. Anderson For For Management
3 Elect Director James F. Cordes For For Management
4 Elect Director Ralph D. Crosby, Jr. For For Management
5 Elect Director Linda A. Goodspeed For For Management
6 Elect Director Thomas E. Hoaglin For For Management
7 Elect Director Michael G. Morris For For Management
8 Elect Director Richard C. Notebaert For For Management
9 Elect Director Lionel L. Nowell, III For For Management
10 Elect Director Richard L. Sandor For For Management
11 Elect Director Sara Martinez Tucker For For Management
12 Elect Director John F. Turner For For Management
13 Approve Executive Incentive Bonus Plan For For Management
14 Ratify Auditors For For Management
15 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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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
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BUNGE LIMITED
Ticker: BG Security ID: G16962105
Meeting Date: MAY 25, 2012 Meeting Type: Annual
Record Date: MAR 30, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Francis Coppinger as Director For For Management
1.2 Elect Alberto Weisser as Director For For Management
2 Approve Deloitte & Touche LLP as For For Management
Auditors and Authorize Board to Fix
Their Remuneration
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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CENTERPOINT ENERGY, INC.
Ticker: CNP Security ID: 15189T107
Meeting Date: APR 26, 2012 Meeting Type: Annual
Record Date: FEB 27, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Donald R. Campbell For For Management
2 Elect Director Milton Carroll For For Management
3 Elect Director O. Holcombe Crosswell For For Management
4 Elect Director Michael P. Johnson For For Management
5 Elect Director Janiece M. Longoria For For Management
6 Elect Director David M. McClanahan For For Management
7 Elect Director Susan O. Rheney For For Management
8 Elect Director R. A. Walker For For Management
9 Elect Director Peter S. Wareing For For Management
10 Elect Director Sherman M. Wolff For For Management
11 Ratify Auditors For For Management
12 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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CHEVRON CORPORATION
Ticker: CVX Security ID: 166764100
Meeting Date: MAY 30, 2012 Meeting Type: Annual
Record Date: APR 04, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Linnet F. Deily For For Management
2 Elect Director Robert E. Denham For For Management
3 Elect Director Chuck Hagel For For Management
4 Elect Director Enrique Hernandez, Jr. For For Management
5 Elect Director George L. Kirkland For For Management
6 Elect Director Charles W. Moorman, IV For For Management
7 Elect Director Kevin W. Sharer For For Management
8 Elect Director John G. Stumpf For For Management
9 Elect Director Ronald D. Sugar For For Management
10 Elect Director Carl Ware For For Management
11 Elect Director John S. Watson For For Management
12 Ratify Auditors For For Management
13 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
14 Remove Exclusive Venue Provision Against Against Shareholder
15 Require Independent Board Chairman Against Against Shareholder
16 Report on Lobbying Payments and Policy Against For Shareholder
17 Adopt Guidelines for Country Selection Against Against Shareholder
18 Report on Hydraulic Fracturing Risks Against For Shareholder
to Company
19 Report on Accident Risk Reduction Against Against Shareholder
Efforts
20 Amend Articles/Bylaws/Charter -- Call Against For Shareholder
Special Meetings
21 Request Director Nominee with Against Against Shareholder
Environmental Qualifications
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CLIFFS NATURAL RESOURCES INC.
Ticker: CLF Security ID: 18683K101
Meeting Date: MAY 08, 2012 Meeting Type: Annual
Record Date: MAR 09, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Joseph A. Carrabba For Against Management
2 Elect Director Susan M. Cunningham For Against Management
3 Elect Director Barry J. Eldridge For Against Management
4 Elect Director Andres R. Gluski For Against Management
5 Elect Director Susan M. Green For Against Management
6 Elect Director Janice K. Henry For Against Management
7 Elect Director James F. Kirsch For Against Management
8 Elect Director Francis R. McAllister For Against Management
9 Elect Director Richard K. Riederer For Against Management
10 Elect Director Richard A. Ross For Against Management
11 Permit Board to Amend Bylaws Without For For Management
Shareholder Consent
12 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
13 Approve Omnibus Stock Plan For For Management
14 Approve Executive Incentive Bonus Plan For For Management
15 Ratify Auditors For For Management
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COCA-COLA ENTERPRISES, INC.
Ticker: CCE Security ID: 19122T109
Meeting Date: APR 24, 2012 Meeting Type: Annual
Record Date: FEB 27, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jan Bennink For For Management
1.2 Elect Director John F. Brock For For Management
1.3 Elect Director Calvin Darden For For Management
1.4 Elect Director L. Phillip Humann For For Management
1.5 Elect Director Orrin H. Ingram, II For For Management
1.6 Elect Director Thomas H. Johnson For For Management
1.7 Elect Director Suzanne B. Labarge For For Management
1.8 Elect Director Veronique Morali For For Management
1.9 Elect Director Garry Watts For For Management
1.10 Elect Director Curtis R. Welling For For Management
1.11 Elect Director Phoebe A. Wood For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Amend Omnibus Stock Plan For For Management
4 Ratify Auditors For For Management
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CUMMINS INC.
Ticker: CMI Security ID: 231021106
Meeting Date: MAY 08, 2012 Meeting Type: Annual
Record Date: MAR 15, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director N. Thomas Linebarger For For Management
2 Elect Director William I. Miller For For Management
3 Elect Director Alexis M. Herman For For Management
4 Elect Director Georgia R. Nelson For For Management
5 Elect Director Carl Ware For For Management
6 Elect Director Robert K. Herdman For For Management
7 Elect Director Robert J. Bernhard For For Management
8 Elect Director Franklin R. Chang Diaz For For Management
9 Elect Director Stephen B. Dobbs For For Management
10 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
11 Ratify Auditors For For Management
12 Approve Omnibus Stock Plan For For Management
13 Amend Nonqualified Employee Stock For For Management
Purchase Plan
14 Provide Right to Call Special Meeting For For Management
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DELPHI AUTOMOTIVE PLC
Ticker: DLPH Security ID: G27823106
Meeting Date: JUN 14, 2012 Meeting Type: Annual
Record Date: APR 16, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Reelect Gary Cowger as a Director For For Management
2 Reelect Nicholas Donofrio as a Director For For Management
3 Reelect Mark Frissora as a Director For For Management
4 Reelect Rajiv Gupta as a Director For For Management
5 Reelect John Krol as a Director For For Management
6 Reelect Randall MacDonald as a Director For For Management
7 Reelect Sean Mahoney as a Director For For Management
8 Reelect Michael McNamara as a Director For For Management
9 Reelect Rodney O'Neal as a Director For For Management
10 Reelect Thomas Sidlik as a Director For For Management
11 Reelect Bernd Wiedemann as a Director For For Management
12 Reelect Lawrence Zimmerman as a For For Management
Director
13 Ratify Ernst & Young LLP as Auditors For For Management
and Authorize Board to Fix Their
Remuneration
14 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
15 Advisory Vote on Say on Pay Frequency One Year One Year Management
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DIRECTV
Ticker: DTV Security ID: 25490A101
Meeting Date: MAY 03, 2012 Meeting Type: Annual
Record Date: MAR 09, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Ralph Boyd, Jr. For For Management
2 Elect Director David Dillon For For Management
3 Elect Director Samuel DiPiazza, Jr. For For Management
4 Elect Director Dixon Doll For For Management
5 Elect Director Peter Lund For For Management
6 Elect Director Nancy Newcomb For For Management
7 Elect Director Lorrie Norrington For For Management
8 Ratify Auditors For For Management
9 Eliminate Class of Common Stock For For Management
10 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
11 Pro-rata Vesting of Equity Awards Against Against Shareholder
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DISCOVER FINANCIAL SERVICES
Ticker: DFS Security ID: 254709108
Meeting Date: APR 18, 2012 Meeting Type: Annual
Record Date: FEB 21, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Jeffrey S. Aronin For For Management
2 Elect Director Mary K. Bush For For Management
3 Elect Director Gregory C. Case For For Management
4 Elect Director Robert M. Devlin For For Management
5 Elect Director Cynthia A. Glassman For For Management
6 Elect Director Richard H. Lenny For For Management
7 Elect Director Thomas G. Maheras For For Management
8 Elect Director Michael H. Moskow For For Management
9 Elect Director David W. Nelms For For Management
10 Elect Director E. Follin Smith For For Management
11 Elect Director Lawrence A.Weinbach For For Management
12 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
13 Ratify Auditors For For Management
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GENERAL MOTORS COMPANY
Ticker: GM Security ID: 37045V100
Meeting Date: JUN 12, 2012 Meeting Type: Annual
Record Date: APR 13, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Daniel F. Akerson For For Management
2 Elect Director David Bonderman For For Management
3 Elect Director Erroll B. Davis, Jr. For For Management
4 Elect Director Stephen J. Girsky For For Management
5 Elect Director E. Neville Isdell For For Management
6 Elect Director Robert D. Krebs For For Management
7 Elect Director Philip A. Laskawy For For Management
8 Elect Director Kathryn V. Marinello For For Management
9 Elect Director James J. Mulva For For Management
10 Elect Director Patricia F. Russo For For Management
11 Elect Director Thomas M. Schoewe For For Management
12 Elect Director Carol M. Stephenson For For Management
13 Elect Director Theodore M. Solso For For Management
14 Elect Director Cynthia A. Telles For For Management
15 Ratify Auditors For For Management
16 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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GENWORTH FINANCIAL, INC.
Ticker: GNW Security ID: 37247D106
Meeting Date: MAY 17, 2012 Meeting Type: Annual
Record Date: MAR 21, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Steven W. Alesio For For Management
2 Elect Director William H. Bolinder For For Management
3 Elect Director Michael D. Fraizer For For Management
4 Elect Director Nancy J. Karch For For Management
5 Elect Director Christine B. Mead For For Management
6 Elect Director Thomas E. Moloney For For Management
7 Elect Director James A. Parke For For Management
8 Elect Director James S. Riepe For For Management
11 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
12 Approve Omnibus Stock Plan For For Management
13 Ratify Auditors For For Management
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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
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HCA HOLDINGS, INC.
Ticker: HCA Security ID: 40412C101
Meeting Date: APR 26, 2012 Meeting Type: Annual
Record Date: MAR 01, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Richard M. Bracken For Withhold Management
1.2 Elect Director R. Milton Johnson For Withhold Management
1.3 Elect Director John P. Connaughton For Withhold Management
1.4 Elect Director Kenneth W. Freeman For Withhold Management
1.5 Elect Director Thomas F. Frist, III For Withhold Management
1.6 Elect Director William R. Frist For Withhold Management
1.7 Elect Director Christopher R. Gordon For Withhold Management
1.8 Elect Director Jay O. Light For For Management
1.9 Elect Director Geoffrey G. Meyers For For Management
1.10 Elect Director Michael W. Michelson For Withhold Management
1.11 Elect Director James C. Momtazee For Withhold Management
1.12 Elect Director Stephen G. Pagliuca For Withhold Management
1.13 Elect Director Wayne J. Riley, M.D. 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
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JPMORGAN CHASE & CO.
Ticker: JPM Security ID: 46625H100
Meeting Date: MAY 15, 2012 Meeting Type: Annual
Record Date: MAR 16, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director James A. Bell For For Management
2 Elect Director Crandall C. Bowles For For Management
3 Elect Director Stephen B. Burke For For Management
4 Elect Director David M. Cote For For Management
5 Elect Director James S. Crown For For Management
6 Elect Director James Dimon For For Management
7 Elect Director Timothy P. Flynn For For Management
8 Elect Director Ellen V. Futter For For Management
9 Elect Director Laban P. Jackson, Jr. For For Management
10 Elect Director Lee R. Raymond For For Management
11 Elect Director William C. Weldon For For Management
12 Ratify Auditors For For Management
13 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
14 Affirm Political Non-Partisanship Against Against Shareholder
15 Require Independent Board Chairman Against Against Shareholder
16 Report on Loan Modifications Against Against Shareholder
17 Report on Political Contributions Against Against Shareholder
18 Institute Procedures to Prevent Against Against Shareholder
Investments in Companies that
Contribute to Genocide or Crimes
Against Humanity
19 Provide Right to Act by Written Consent Against For Shareholder
20 Stock Retention Against Against Shareholder
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LOCKHEED MARTIN CORPORATION
Ticker: LMT Security ID: 539830109
Meeting Date: APR 26, 2012 Meeting Type: Annual
Record Date: MAR 01, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Nolan D. Archibald For For Management
2 Elect Director Rosalind G. Brewer For For Management
3 Elect Director David B. Burritt For For Management
4 Elect Director James O. Ellis, Jr. For For Management
5 Elect Director Thomas J. Falk For For Management
6 Elect Director Gwendolyn S. King For For Management
7 Elect Director James M. Loy For For Management
8 Elect Director Douglas H. McCorkindale For For Management
9 Elect Director Joseph W. Ralston For For Management
10 Elect Director Anne Stevens For For Management
11 Elect Director Robert J. Stevens For For Management
12 Ratify Auditors For For Management
13 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
14 Require Independent Board Chairman Against Against Shareholder
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LORILLARD, INC.
Ticker: LO Security ID: 544147101
Meeting Date: MAY 17, 2012 Meeting Type: Annual
Record Date: MAR 28, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert C. Almon For For Management
1.2 Elect Director Kit D. Dietz For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Approve Nonqualified Employee Stock For For Management
Purchase Plan
4 Ratify Auditors For For Management
5 Declassify the Board of Directors None For Shareholder
6 Report on Political Contributions Against For Shareholder
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MACY'S, INC.
Ticker: M Security ID: 55616P104
Meeting Date: MAY 18, 2012 Meeting Type: Annual
Record Date: MAR 23, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Stephen F. Bollenbach For For Management
2 Elect Director Deirdre P. Connelly For For Management
3 Elect Director Meyer Feldberg For For Management
4 Elect Director Sara Levinson For For Management
5 Elect Director Terry J. Lundgren For For Management
6 Elect Director Joseph Neubauer For For Management
7 Elect Director Joyce M. Roche For For Management
8 Elect Director Paul C. Varga For For Management
9 Elect Director Craig E. Weatherup For For Management
10 Elect Director Marna C. Whittington For For Management
11 Ratify Auditors For For Management
12 Approve Executive Incentive Bonus Plan For For Management
13 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
14 Phase Out Sale of Raccoon Dog Fur Against Against Shareholder
Products
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METLIFE, INC.
Ticker: MET Security ID: 59156R108
Meeting Date: APR 24, 2012 Meeting Type: Annual
Record Date: MAR 01, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John M. Keane For For Management
1.2 Elect Director Catherine R. Kinney For For Management
1.3 Elect Director Hugh B. Price For For Management
1.4 Elect Director Kenton J. Sicchitano For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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O'REILLY AUTOMOTIVE, INC.
Ticker: ORLY Security ID: 67103H107
Meeting Date: MAY 08, 2012 Meeting Type: Annual
Record Date: FEB 28, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Charles H. O'Reilly, Jr. For For Management
2 Elect Director John Murphy For For Management
3 Elect Director Ronald Rashkow For For Management
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
5 Approve Omnibus Stock Plan For For Management
6 Ratify Auditors For For Management
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ONEOK, INC.
Ticker: OKE Security ID: 682680103
Meeting Date: MAY 23, 2012 Meeting Type: Annual
Record Date: MAR 26, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director James C. Day For For Management
2 Elect Director Julie H. Edwards For For Management
3 Elect Director William L. Ford For For Management
4 Elect Director John W. Gibson For For Management
5 Elect Director Bert H. Mackie For For Management
6 Elect Director Steven J. Malcolm For For Management
7 Elect Director Jim W. Mogg For For Management
8 Elect Director Pattye L. Moore For For Management
9 Elect Director Gary D. Parker For For Management
10 Elect Director Eduardo A. Rodriguez For For Management
11 Elect Director Gerald B. Smith For For Management
12 Elect Director David J. Tippeconnic For For Management
13 Ratify Auditors For For Management
14 Amend Restricted Stock Plan For For Management
15 Amend Qualified Employee Stock For For Management
Purchase Plan
16 Increase Authorized Common Stock For For Management
17 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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ORACLE CORPORATION
Ticker: ORCL Security ID: 68389X105
Meeting Date: OCT 12, 2011 Meeting Type: Annual
Record Date: AUG 15, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jeffrey S. Berg For Withhold Management
1.2 Elect Director H. Raymond Bingham For Withhold Management
1.3 Elect Director Michael J. Boskin For Withhold Management
1.4 Elect Director Safra A. Catz For Withhold Management
1.5 Elect Director Bruce R. Chizen For Withhold Management
1.6 Elect Director George H. Conrades For Withhold Management
1.7 Elect Director Lawrence J. Ellison For Withhold Management
1.8 Elect Director Hector Garcia-Molina For Withhold Management
1.9 Elect Director Jeffrey O. Henley For Withhold Management
1.10 Elect Director Mark V. Hurd For Withhold Management
1.11 Elect Director Donald L. Lucas For Withhold Management
1.12 Director Naomi O. Seligman For Withhold Management
2 Advisory Vote to Ratify Named 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
--------------------------------------------------------------------------------
PFIZER INC.
Ticker: PFE Security ID: 717081103
Meeting Date: APR 26, 2012 Meeting Type: Annual
Record Date: FEB 28, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Dennis A. Ausiello For For Management
2 Elect Director M. Anthony Burns For For Management
3 Elect Director W. Don Cornwell For For Management
4 Elect Director Frances D. Fergusson For For Management
5 Elect Director William H. Gray, III For For Management
6 Elect Director Helen H. Hobbs For For Management
7 Elect Director Constance J. Horner For For Management
8 Elect Director James M. Kilts For For Management
9 Elect Director George A. Lorch For For Management
10 Elect Director John P. Mascotte For For Management
11 Elect Director Suzanne Nora Johnson For For Management
12 Elect Director Ian C. Read For For Management
13 Elect Director Stephen W. Sanger For For Management
14 Elect Director Marc Tessier-Lavigne For For Management
15 Ratify Auditors For For Management
16 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
17 Publish Political Contributions Against Against Shareholder
18 Provide Right to Act by Written Consent Against For Shareholder
19 Amend Articles/Bylaws/Charter -- Call Against For Shareholder
Special Meetings
20 Non-Employee Director Compensation Against Against Shareholder
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
PRUDENTIAL FINANCIAL, INC.
Ticker: PRU Security ID: 744320102
Meeting Date: MAY 08, 2012 Meeting Type: Annual
Record Date: MAR 09, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Thomas J. Baltimore, Jr. For For Management
2 Elect Director Gordon M. Bethune For For Management
3 Elect Director Gaston Caperton For For Management
4 Elect Director Gilbert F. Casellas For For Management
5 Elect Director James G. Cullen For For Management
6 Elect Director William H. Gray, III For For Management
7 Elect Director Mark B. Grier For For Management
8 Elect Director Constance J. Horner For For Management
9 Elect Director Martina Hund-Mejean For For Management
10 Elect Director Karl J. Krapek For For Management
11 Elect Director Chrisitne A. Poon For For Management
12 Elect Director John R. Strangfeld For For Management
13 Elect Director James A. Unruh For For Management
14 Ratify Auditors For For Management
15 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
16 Eliminate Supermajority Voting For For Management
Provisions
17 Require Independent Board Chairman Against Against Shareholder
--------------------------------------------------------------------------------
ROCKWOOD HOLDINGS, INC.
Ticker: ROC Security ID: 774415103
Meeting Date: MAY 18, 2012 Meeting Type: Annual
Record Date: MAR 21, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Nance K. Dicciani For For Management
1.2 Elect Director J. Kent Masters For For Management
2 Ratify Auditors For For Management
--------------------------------------------------------------------------------
SOLARWINDS, INC.
Ticker: SWI Security ID: 83416B109
Meeting Date: MAY 17, 2012 Meeting Type: Annual
Record Date: MAR 19, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Ellen F. Siminoff For For Management
1.2 Elect Director Lloyd G. Waterhouse For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Require a Majority Vote for the Against For Shareholder
Election of Directors
--------------------------------------------------------------------------------
SPIRIT AIRLINES, INC.
Ticker: SAVE Security ID: 848577102
Meeting Date: JUN 13, 2012 Meeting Type: Annual
Record Date: APR 27, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Barclay G. Jones, III For For Management
1.2 Elect Director Robert D. Johnson For For Management
1.3 Elect Director Stuart I. Oran 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
--------------------------------------------------------------------------------
STEEL DYNAMICS, INC.
Ticker: STLD Security ID: 858119100
Meeting Date: MAY 17, 2012 Meeting Type: Annual
Record Date: MAR 19, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Mark D. Millett For For Management
1.2 Elect Director Richard P. Teets, Jr. For For Management
1.3 Elect Director John C. Bates For For Management
1.4 Elect Director Keith E. Busse For For Management
1.5 Elect Director Frank D. Byrne For For Management
1.6 Elect Director Paul B. Edgerley For For Management
1.7 Elect Director Richard J. Freeland For For Management
1.8 Elect Director Jurgen Kolb For For Management
1.9 Elect Director James C. Marcuccilli For For Management
1.10 Elect Director Gabriel L. Shaheen For For Management
2 Amend Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
5 Other Business For Against Management
--------------------------------------------------------------------------------
SYMANTEC CORPORATION
Ticker: SYMC Security ID: 871503108
Meeting Date: OCT 25, 2011 Meeting Type: Annual
Record Date: AUG 26, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Stephen M. Bennett For For Management
2 Elect Director Michael A. Brown For For Management
3 Elect Director Frank E. Dangeard For For Management
4 Elect Director Geraldine B. Laybourne For For Management
5 Elect Director David L. Mahoney For For Management
6 Elect Director Robert S. Miller For For Management
7 Elect Director Enrique Salem For For Management
8 Elect Director Daniel H. Schulman For For Management
9 Elect Director V. Paul Unruh For For Management
10 Ratify Auditors For For Management
11 Amend Outside Director Stock For For Management
Awards/Options in Lieu of Cash
12 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
13 Advisory Vote on Say on Pay Frequency One Year One Year Management
14 Amend Articles/Bylaws/Charter -- Call Against For Shareholder
Special Meetings
--------------------------------------------------------------------------------
THE AES CORPORATION
Ticker: AES Security ID: 00130H105
Meeting Date: APR 19, 2012 Meeting Type: Annual
Record Date: FEB 24, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Andres Gluski For For Management
1.2 Elect Director Zhang Guo Bao For For Management
1.3 Elect Director Kristina M. Johnson For For Management
1.4 Elect Director Tarun Khanna For For Management
1.5 Elect Director John A. Koskinen For For Management
1.6 Elect Director Philip Lader For For Management
1.7 Elect Director Sandra O. Moose For For Management
1.8 Elect Director John B. Morse, Jr. For For Management
1.9 Elect Director Philip A. Odeen For For Management
1.10 Elect Director Charles O. Rossotti For For Management
1.11 Elect Director Sven Sandstrom For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
Ticker: HIG Security ID: 416515104
Meeting Date: MAY 16, 2012 Meeting Type: Annual
Record Date: MAR 19, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Robert B. Allardice, III For For Management
2 Elect Director Trevor Fetter For For Management
3 Elect Director Paul G. Kirk, Jr. For For Management
4 Elect Director Liam E. Mcgee For For Management
5 Elect Director Kathryn A. Mikells For For Management
6 Elect Director Michael G. Morris For For Management
7 Elect Director Thomas A. Renyi For For Management
8 Elect Director Charles B. Strauss For For Management
9 Elect Director H. Patrick Swygert For For Management
10 Ratify Auditors For For Management
11 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
THE KROGER CO.
Ticker: KR Security ID: 501044101
Meeting Date: JUN 21, 2012 Meeting Type: Annual
Record Date: APR 23, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Reuben V. Anderson For For Management
2 Elect Director Robert D. Beyer For For Management
3 Elect Director David B. Dillon For For Management
4 Elect Director Susan J. Kropf For For Management
5 Elect Director John T. LaMacchia For For Management
6 Elect Director David B. Lewis For For Management
7 Elect Director W. Rodney McMullen For For Management
8 Elect Director Jorge P. Montoya For For Management
9 Elect Director Clyde R. Moore For For Management
10 Elect Director Susan M. Phillips For For Management
11 Elect Director Steven R. Rogel For For Management
12 Elect Director James A. Runde For For Management
13 Elect Director Ronald L. Sargent For For Management
14 Elect Director Bobby S. Shackouls For For Management
15 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
16 Ratify Auditors For For Management
17 Adopt ILO Based Code of Conduct Against Against Shareholder
18 Report on Adopting Extended Producer Against Against Shareholder
Responsibility Policy
--------------------------------------------------------------------------------
TIME WARNER CABLE INC.
Ticker: TWC Security ID: 88732J207
Meeting Date: MAY 17, 2012 Meeting Type: Annual
Record Date: MAR 22, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Carole Black For For Management
2 Elect Director Glenn A. Britt For For Management
3 Elect Director Thomas H. Castro For For Management
4 Elect Director David C. Chang For For Management
5 Elect Director James E. Copeland, Jr. For For Management
6 Elect Director Peter R. Haje For For Management
7 Elect Director Donna A. James For For Management
8 Elect Director Don Logan For For Management
9 Elect Director N.J. Nicholas, Jr. For For Management
10 Elect Director Wayne H. Pace For For Management
11 Elect Director Edward D. Shirley For For Management
12 Elect Director John E. Sununu For For Management
13 Ratify Auditors For For Management
14 Approve Executive Incentive Bonus Plan For For Management
15 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
16 Provide Right to Call Special Meeting Against For Shareholder
--------------------------------------------------------------------------------
VIRGIN MEDIA INC.
Ticker: VMED Security ID: 92769L101
Meeting Date: JUN 12, 2012 Meeting Type: Annual
Record Date: APR 16, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Neil Berkett For For Management
1.2 Elect Director Steven Simmons For For Management
1.3 Elect Director Doreen Toben For For Management
1.4 Elect Director George Zoffinger For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
============================ MFS Lifetime 2010 Fund ============================
MFS SERIES TRUST I
Ticker: Security ID: 552983678
Meeting Date: AUG 11, 2011 Meeting Type: Special
Record Date: JUN 16, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Reorganization of Funds: For Against Management
Between MFS Core Growth Fund To MFS
Growth Fund
--------------------------------------------------------------------------------
MFS SERIES TRUST I
Ticker: Security ID: 552983678
Meeting Date: AUG 11, 2011 Meeting Type: Special
Record Date: JUN 16, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Reorganization of Funds: For Abstain Management
Between MFS Core Growth Fund To MFS
Growth Fund
--------------------------------------------------------------------------------
MFS SERIES TRUST I
Ticker: Security ID: 552983678
Meeting Date: AUG 11, 2011 Meeting Type: Special
Record Date: JUN 16, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Reorganization of Funds: For For Management
Between MFS Core Growth Fund To MFS
Growth Fund
============================ MFS Lifetime 2020 Fund ============================
MFS SERIES TRUST I
Ticker: Security ID: 552983678
Meeting Date: AUG 11, 2011 Meeting Type: Special
Record Date: JUN 16, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Reorganization of Funds: For Against Management
Between MFS Core Growth Fund To MFS
Growth Fund
--------------------------------------------------------------------------------
MFS SERIES TRUST I
Ticker: Security ID: 552983678
Meeting Date: AUG 11, 2011 Meeting Type: Special
Record Date: JUN 16, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Reorganization of Funds: For Abstain Management
Between MFS Core Growth Fund To MFS
Growth Fund
--------------------------------------------------------------------------------
MFS SERIES TRUST I
Ticker: Security ID: 552983678
Meeting Date: AUG 11, 2011 Meeting Type: Special
Record Date: JUN 16, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Reorganization of Funds: For For Management
Between MFS Core Growth Fund To MFS
Growth Fund
============================ MFS Lifetime 2030 Fund ============================
MFS SERIES TRUST I
Ticker: Security ID: 552983678
Meeting Date: AUG 11, 2011 Meeting Type: Special
Record Date: JUN 16, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Reorganization of Funds: For Against Management
Between MFS Core Growth Fund To MFS
Growth Fund
--------------------------------------------------------------------------------
MFS SERIES TRUST I
Ticker: Security ID: 552983678
Meeting Date: AUG 11, 2011 Meeting Type: Special
Record Date: JUN 16, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Reorganization of Funds: For Abstain Management
Between MFS Core Growth Fund To MFS
Growth Fund
--------------------------------------------------------------------------------
MFS SERIES TRUST I
Ticker: Security ID: 552983678
Meeting Date: AUG 11, 2011 Meeting Type: Special
Record Date: JUN 16, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Reorganization of Funds: For For Management
Between MFS Core Growth Fund To MFS
Growth Fund
============================ MFS Lifetime 2040 Fund ============================
MFS SERIES TRUST I
Ticker: Security ID: 552983678
Meeting Date: AUG 11, 2011 Meeting Type: Special
Record Date: JUN 16, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Reorganization of Funds: For Against Management
Between MFS Core Growth Fund To MFS
Growth Fund
--------------------------------------------------------------------------------
MFS SERIES TRUST I
Ticker: Security ID: 552983678
Meeting Date: AUG 11, 2011 Meeting Type: Special
Record Date: JUN 16, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Reorganization of Funds: For Abstain Management
Between MFS Core Growth Fund To MFS
Growth Fund
--------------------------------------------------------------------------------
MFS SERIES TRUST I
Ticker: Security ID: 552983678
Meeting Date: AUG 11, 2011 Meeting Type: Special
Record Date: JUN 16, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Reorganization of Funds: For For Management
Between MFS Core Growth Fund To MFS
Growth Fund
============================ MFS Lifetime 2050 Fund ============================
MFS SERIES TRUST I
Ticker: Security ID: 552983678
Meeting Date: AUG 11, 2011 Meeting Type: Special
Record Date: JUN 16, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Reorganization of Funds: For Against Management
Between MFS Core Growth Fund To MFS
Growth Fund
--------------------------------------------------------------------------------
MFS SERIES TRUST I
Ticker: Security ID: 552983678
Meeting Date: AUG 11, 2011 Meeting Type: Special
Record Date: JUN 16, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Reorganization of Funds: For Abstain Management
Between MFS Core Growth Fund To MFS
Growth Fund
--------------------------------------------------------------------------------
MFS SERIES TRUST I
Ticker: Security ID: 552983678
Meeting Date: AUG 11, 2011 Meeting Type: Special
Record Date: JUN 16, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Reorganization of Funds: For For Management
Between MFS Core Growth Fund To MFS
Growth Fund
===================== MFS Lifetime Retirement Income Fund ======================
MFS SERIES TRUST I
Ticker: Security ID: 552983678
Meeting Date: AUG 11, 2011 Meeting Type: Special
Record Date: JUN 16, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Reorganization of Funds: For Against Management
Between MFS Core Growth Fund To MFS
Growth Fund
--------------------------------------------------------------------------------
MFS SERIES TRUST I
Ticker: Security ID: 552983678
Meeting Date: AUG 11, 2011 Meeting Type: Special
Record Date: JUN 16, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Reorganization of Funds: For Abstain Management
Between MFS Core Growth Fund To MFS
Growth Fund
--------------------------------------------------------------------------------
MFS SERIES TRUST I
Ticker: Security ID: 552983678
Meeting Date: AUG 11, 2011 Meeting Type: Special
Record Date: JUN 16, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Reorganization of Funds: For For Management
Between MFS Core Growth Fund To MFS
Growth Fund
========== 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 XI I
---------------------
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 18/th/, 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.