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 811-859 MASSACHUSETTS INVESTORS GROWTH STOCK FUND (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: 811-00859 Reporting Period: 07/01/2011 - 06/30/2012 Massachusetts Investors Growth Stock Fund ================== Massachusetts Investors Growth Stock 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- AMPHENOL CORPORATION Ticker: APH Security ID: 032095101 Meeting Date: MAY 23, 2012 Meeting Type: Annual Record Date: MAR 26, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edward G. Jepsen For For Management 1.2 Elect Director John R. Lord 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 For For Management 5 Reduce Supermajority Vote Requirement For For Management 6 Approve Non-Employee Director For For Management Restricted Stock Plan 7 Reduce Supermajority Vote Requirement Against For Shareholder -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- BECTON, DICKINSON AND COMPANY Ticker: BDX Security ID: 075887109 Meeting Date: JAN 31, 2012 Meeting Type: Annual Record Date: DEC 12, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Basil L. Anderson For For Management 2 Elect Director Henry P. Becton, Jr. For For Management 3 Elect Director Edward F. Degraan For For Management 4 Elect Director Vincent A. Forlenza For For Management 5 Elect Director Claire M. Fraser-liggett For For Management 6 Elect Director Christopher Jones For For Management 7 Elect Director Marshall O. Larsen For For Management 8 Elect Director Edward J. Ludwig For For Management 9 Elect Director Adel A.F. Mahmoud For For Management 10 Elect Director Gary A. Mecklenburg For For Management 11 Elect Director James F. Orr For For Management 12 Elect Director Willard J. Overlock, Jr For For Management 13 Elect Director Bertram L. Scott For For Management 14 Elect Director Alfred Sommer For For Management 15 Ratify Auditors For For Management 16 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 17 Provide for Cumulative Voting Against Against Shareholder -------------------------------------------------------------------------------- BHP BILLITON LIMITED Ticker: BHP Security ID: 088606108 Meeting Date: NOV 17, 2011 Meeting Type: Annual Record Date: SEP 15, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports for BHP Billiton Limited and BHP Billiton Plc 2 Elect Lindsay Maxsted as a Director of For For Management BHP Billiton Limited and BHP Billiton Plc 3 Elect Shriti Vadera as a Director of For For Management BHP Billiton Limited and BHP Billiton Plc 4 Elect Malcolm Broomhead as a Director For For Management of BHP Billiton Limited and BHP Billiton Plc 5 Elect John Buchanan as a Director of For For Management BHP Billiton Limited and BHP Billiton Plc 6 Elect Carlos Cordeiro as a Director of For For Management BHP Billiton Limited and BHP Billiton Plc 7 Elect David Crawford as a Director of For For Management BHP Billiton Limited and BHP Billiton Plc 8 Elect Carolyn Hewson as a Director of For For Management BHP Billiton Limited and BHP Billiton Plc 9 Elect Marius Kloppers as a Director of For For Management BHP Billiton Limited and BHP Billiton Plc 10 Elect Wayne Murdy as a Director of BHP For For Management Billiton Limited and BHP Billiton Plc 11 Elect Keith Rumble as a Director of For For Management BHP Billiton Limited and BHP Billiton Plc 12 Elect John Schubert as a Director of For For Management BHP Billiton Limited and BHP Billiton Plc 13 Elect Jacques Nasser as a Director of For For Management BHP Billiton Limited and BHP Billiton Plc 14 Appoint KPMG Audit Plc as Auditors of For For Management BHP Billiton Plc 15 Approve the Authority to Issue Shares For For Management in BHP Biliton Plc 16 Approve the Authority to Issue Shares For For Management in BHP Biliton Plc for Cash 17 Approve the Repurchase of Up to 213.62 For For Management Million Shares in BHP Billiton Plc 18 Approve the Remuneration Report For For Management 19 Approve the Termination Benefits for For For Management Group Management Committee Members 20 Approve the Grant of Awards to Marius For For Management Kloppers under the Group Incentive Scheme and the Long Term Incentive Plan -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- CHURCH & DWIGHT CO., INC. Ticker: CHD Security ID: 171340102 Meeting Date: MAY 03, 2012 Meeting Type: Annual Record Date: MAR 05, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director T. Rosie Albright For For Management 2 Elect Director Ravichandra K. Saligram For For Management 3 Elect Director Robert K. Shearer For For Management 4 Amend Executive Incentive Bonus Plan For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Ratify Auditors For For Management -------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Ticker: CSCO Security ID: 17275R102 Meeting Date: DEC 07, 2011 Meeting Type: Annual Record Date: OCT 10, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Carol A. Bartz For For Management 2 Elect Director M. Michele Burns For For Management 3 Elect Director Michael D. Capellas For For Management 4 Elect Director Larry R. Carter For For Management 5 Elect Director John T. Chambers For For Management 6 Elect Director Brian L. Halla For For Management 7 Elect Director John L. Hennessy For For Management 8 Elect Director Richard M. Kovacevich For For Management 9 Elect Director Roderick C. McGeary For For Management 10 Elect Director Arun Sarin For For Management 11 Elect Director Steven M. West For For Management 12 Elect Director Jerry Yang For For Management 13 Amend Omnibus Stock Plan For Against Management 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 16 Ratify Auditors For For Management 17 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Environmental Sustainability 18 Report on Internet Fragmentation Against For Shareholder 19 Stock Retention/Holding Period Against Against Shareholder -------------------------------------------------------------------------------- CME GROUP INC. Ticker: CME Security ID: 12572Q105 Meeting Date: JUN 13, 2012 Meeting Type: Annual Record Date: MAR 28, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dennis H. Chookaszian For For Management 1.2 Elect Director Larry G. Gerdes For For Management 1.3 Elect Director Daniel R. Glickman For For Management 1.4 Elect Director James E. Oliff For For Management 1.5 Elect Director Edemir Pinto For For Management 1.6 Elect Director Alex J. Pollock For For Management 1.7 Elect Director William R. Shepard 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 For For Management 5 Amend Omnibus Stock Plan For For Management 6 Amend Qualified Employee Stock For For Management Purchase Plan 7 Proxy Access Against Against Shareholder -------------------------------------------------------------------------------- COLGATE-PALMOLIVE COMPANY Ticker: CL Security ID: 194162103 Meeting Date: MAY 11, 2012 Meeting Type: Annual Record Date: MAR 12, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Nikesh Arora For For Management 2 Elect Director John T. Cahill For For Management 3 Elect Director Ian Cook For For Management 4 Elect Director Helene D. Gayle For For Management 5 Elect Director Ellen M. Hancock For For Management 6 Elect Director Joseph Jimenez For For Management 7 Elect Director Richard J. Kogan For For Management 8 Elect Director Delano E. Lewis For For Management 9 Elect Director J. Pedro Reinhard For For Management 10 Elect Director Stephen I. Sadove 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 -------------------------------------------------------------------------------- CVS CAREMARK CORPORATION Ticker: CVS Security ID: 126650100 Meeting Date: MAY 10, 2012 Meeting Type: Annual Record Date: MAR 13, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director C. David Brown, II For For Management 2 Elect Director David W. Dorman For For Management 3 Elect Director Anne M. Finucane For For Management 4 Elect Director Kristen Gibney Williams For For Management 5 Elect Director Marian L. Heard For For Management 6 Elect Director Larry J. Merlo For For Management 7 Elect Director Jean-Pierre Millon For For Management 8 Elect Director C.A. Lance Piccolo For For Management 9 Elect Director Richard J. Swift For For Management 10 Elect Director Tony L. White For For Management 11 Ratify Auditors For For Management 12 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 13 Provide Right to Act by Written Consent For For Management 14 Report on Political Contributions Against For Shareholder -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- DENTSPLY INTERNATIONAL INC. Ticker: XRAY Security ID: 249030107 Meeting Date: MAY 23, 2012 Meeting Type: Annual Record Date: MAR 28, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Willie A. Deese For For Management 1.2 Elect Director Leslie A. Jones For For Management 1.3 Elect Director Bret W. Wise 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- EBAY INC. Ticker: EBAY Security ID: 278642103 Meeting Date: APR 26, 2012 Meeting Type: Annual Record Date: MAR 08, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Marc L. Andreessen For For Management 2 Elect Director William C. Ford, Jr. For For Management 3 Elect Director Dawn G. Lepore For For Management 4 Elect Director Kathleen C. Mitic For For Management 5 Elect Director Pierre M. Omidyar For For Management 6 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 7 Amend Omnibus Stock Plan For Against Management 8 Approve Qualified Employee Stock For Against Management Purchase Plan 9 Declassify the Board of Directors For For Management 10 Provide Right to Call Special Meeting For For Management 11 Ratify Auditors For For Management -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- EXPRESS SCRIPTS HOLDING COMPANY Ticker: ESRX Security ID: 30219G108 Meeting Date: MAY 30, 2012 Meeting Type: Annual Record Date: APR 11, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Gary G. Benanav For For Management 2 Elect Director Maura C. Breen For For Management 3 Elect Director William J. Delaney For For Management 4 Elect Director Nicholas J. Lahowchic For For Management 5 Elect Director Thomas P. Mac Mahon For For Management 6 Elect Director Frank Mergenthaler For For Management 7 Elect Director Woodrow A. Myers, Jr. For For Management 8 Elect Director John O. Parker, Jr. For For Management 9 Election Of Director: George Paz For For Management 10 Election Of Director: Myrtle S. Potter For For Management 11 Elect Director William L. Roper For For Management 12 Elect Director Samuel K. Skinner For For Management 13 Elect Director Seymour Sternberg For For Management 14 Ratify Auditors For For Management 15 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 16 Report on Political Contributions Against For Shareholder 17 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- EXXON MOBIL CORPORATION Ticker: XOM Security ID: 30231G102 Meeting Date: MAY 30, 2012 Meeting Type: Annual Record Date: APR 04, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director M.J. Boskin For For Management 1.2 Elect Director P. Brabeck-Letmathe For For Management 1.3 Elect Director L.R. Faulkner For For Management 1.4 Elect Director J.S. Fishman For Withhold Management 1.5 Elect Director H.H. Fore For For Management 1.6 Elect Director K.C. Frazier For For Management 1.7 Elect Director W.W. George For Withhold Management 1.8 Elect Director S.J. Palmisano For Withhold Management 1.9 Elect Director S.S. Reinemund For For Management 1.10 Elect Director R.W. Tillerson For Withhold Management 1.11 Elect Director E.E. Whitacre, Jr. For Withhold Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Require Independent Board Chairman Against Against Shareholder 5 Require a Majority Vote for the Against For Shareholder Election of Directors 6 Report on Political Contributions Against For Shareholder 7 Amend EEO Policy to Prohibit Against Against Shareholder Discrimination based on Sexual Orientation and Gender Identity 8 Report on Hydraulic Fracturing Risks Against For Shareholder to Company 9 Adopt Quantitative GHG Goals for Against Against Shareholder Products and Operations -------------------------------------------------------------------------------- FRANKLIN RESOURCES, INC. Ticker: BEN Security ID: 354613101 Meeting Date: MAR 14, 2012 Meeting Type: Annual Record Date: JAN 17, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Samuel H. Armacost For For Management 2 Elect Director Charles Crocker For For Management 3 Elect Director Joseph R. Hardiman For For Management 4 Elect Director Charles B. Johnson For For Management 5 Elect Director Gregory E. Johnson For For Management 6 Elect Director Rupert H. Johnson, Jr. For For Management 7 Elect Director Mark C. Pigott For For Management 8 Elect Director Chutta Ratnathicam For For Management 9 Elect Director Laura Stein For For Management 10 Elect Director Anne M. Tatlock For For Management 11 Elect Director Geoffrey Y. Yang For For Management 12 Ratify Auditors For For Management -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- HEWLETT-PACKARD COMPANY Ticker: HPQ Security ID: 428236103 Meeting Date: MAR 21, 2012 Meeting Type: Annual Record Date: JAN 23, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Marc L. Andreessen For Against Management 2 Elect Director Shumeet Banerji For For Management 3 Elect Director Rajiv L. Gupta For Against Management 4 Elect Director John H. Hammergren For Against Management 5 Elect Director Raymond. J. Lane For For Management 6 Elect Director Ann M. Livermore For For Management 7 Elect Director G. M. Reiner For For Management 8 Elect Director Patricia. F. Russo For For Management 9 Elect Director G. Kennedy Thompson For Against Management 10 Elect Director Margaret C. Whitman For For Management 11 Elect Director Ralph. V. Whitworth For For Management 12 Ratify Auditors For For Management 13 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 14 Adopt Retention Ratio for Executives Against Against Shareholder -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- INTERNATIONAL BUSINESS MACHINES CORPORATION Ticker: IBM Security ID: 459200101 Meeting Date: APR 24, 2012 Meeting Type: Annual Record Date: FEB 24, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Alain J.P. Belda For For Management 2 Elect Director William R. Brody For For Management 3 Elect Director Kenneth I. Chenault For For Management 4 Elect Director Michael L. Eskew For For Management 5 Elect Director David N. Farr For For Management 6 Elect Director Shirley Ann Jackson For For Management 7 Elect Director Andrew N. Liveris For For Management 8 Elect Director W. James McNerney, Jr. For For Management 9 Elect Director James W. Owens For For Management 10 Elect Director Samuel J. Palmisano For For Management 11 Elect Director Virginia M. Rometty For For Management 12 Elect Director Joan E. Spero For For Management 13 Elect Director Sidney Taurel For For Management 14 Elect Director Lorenzo H. Zambrano For For Management 15 Ratify Auditors For For Management 16 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 17 Provide for Cumulative Voting Against Against Shareholder 18 Report on Political Contributions Against Against Shareholder 19 Report on Lobbying Expenses Against Against Shareholder -------------------------------------------------------------------------------- JOHNSON & JOHNSON Ticker: JNJ Security ID: 478160104 Meeting Date: APR 26, 2012 Meeting Type: Annual Record Date: FEB 28, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Mary Sue Coleman For For Management 2 Elect Director James G. Cullen For For Management 3 Elect Director Ian E.l. Davis For For Management 4 Elect Director Alex Gorsky For For Management 5 Elect Director Michael M.e. Johns For For Management 6 Elect Director Susan L. Lindquist For For Management 7 Elect Director Anne M. Mulcahy For For Management 8 Elect Director Leo F. Mullin For For Management 9 Elect Director William D. Perez For For Management 10 Elect Director Charles Prince For For Management 11 Elect Director David Satcher For For Management 12 Elect Director William C. Weldon For For Management 13 Elect Director Ronald A. Williams For For Management 14 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 15 Approve Omnibus Stock Plan For Against Management 16 Ratify Auditors For For Management 17 Require Independent Board Chairman Against Against Shareholder 18 Require Shareholder Vote to Approve Against Against Shareholder Political Contributions 19 Adopt Animal-Free Training Methods Against Against Shareholder -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- KOHL'S CORPORATION Ticker: KSS Security ID: 500255104 Meeting Date: MAY 10, 2012 Meeting Type: Annual Record Date: MAR 07, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Peter Boneparth For For Management 2 Elect Director Steven A. Burd For For Management 3 Elect Director John F. Herma For For Management 4 Elect Director Dale E. Jones For For Management 5 Elect Director William S. Kellogg For For Management 6 Elect Director Kevin Mansell For For Management 7 Elect Director John E. Schlifske For For Management 8 Elect Director Frank V. Sica For For Management 9 Elect Director Peter M. Sommerhauser For For Management 10 Elect Director Stephanie A. Streeter For For Management 11 Elect Director Nina G. Vaca For For Management 12 Elect Director Stephen E. Watson For For Management 13 Ratify Auditors For For Management 14 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 15 Adopt Policy on Ending Use of Animal Against Against Shareholder Fur in Products 16 Adopt Policy on Succession Planning Against Against Shareholder 17 Stock Retention/Holding Period Against Against Shareholder -------------------------------------------------------------------------------- KUEHNE & NAGEL INTERNATIONAL AG Ticker: KNIN Security ID: H4673L145 Meeting Date: MAY 08, 2012 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Allocation of Income and For For Management Dividends of CHF 3.85 per Share 3 Approve Discharge of Board and Senior For For Management Management 4a Reelect Renato Fassbind as Director For For Management 4b Reelect Juergen Fitschen as Director For For Management 4c Reelect Karl Gernandt as Director For For Management 4d Reelect Hans-Joerg Hager as Director For For Management 4e Reelect Klaus-Michael Kuehne as For For Management Director 4f Reelect Hans Lerch as Director For For Management 4g Reelect Thomas Staehelin as Director For For Management 4h Reelect Joerg Wolle as Director For For Management 4i Reelect Bernd Wrede as Director For For Management 5 Ratify KPMG as Auditors For For Management 6a Approve Creation of CHF 20 Million For For Management Pool of Capital without Preemptive Rights 6b Approve Creation of CHF 20 Million For For Management Pool of Capital without Preemptive Rights for Equity Compensation Awards to Employees 6c Amend Articles Re: Share Register For For Management 6d Amend Articles Re: Decisions of the For For Management Board of Directors 6e Amend Articles Re: Delete Article For For Management Concerning Contributions in Kind -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- MEDCO HEALTH SOLUTIONS, INC. Ticker: MHS Security ID: 58405U102 Meeting Date: DEC 21, 2011 Meeting Type: Special Record Date: NOV 04, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adjourn Meeting For For Management 3 Advisory Vote on Golden Parachutes For For Management -------------------------------------------------------------------------------- MEDTRONIC, INC. Ticker: MDT Security ID: 585055106 Meeting Date: AUG 25, 2011 Meeting Type: Annual Record Date: JUN 27, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Director Richard H. Anderson For For Management 1.2 Director David L. Calhoun For For Management 1.3 Elect Director Victor J. Dzau For For Management 1.4 Elect Director Omar Ishrak For For Management 1.5 Elect Director Shirley Ann Jackson For For Management 1.6 Elect Director James T. Lenehan For For Management 1.7 Elect Director Denise M. O'Leary For For Management 1.8 Elect Director Kendall J. Powell For For Management 1.9 Elect Director Robert C. Pozen For For Management 1.10 Elect Director Jean-Pierre Rosso For For Management 1.11 Elect Director Jack W. Schuler For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- MICROCHIP TECHNOLOGY INCORPORATED Ticker: MCHP Security ID: 595017104 Meeting Date: AUG 19, 2011 Meeting Type: Annual Record Date: JUN 24, 2011 # 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 -------------------------------------------------------------------------------- MSCI INC. Ticker: MSCI Security ID: 55354G100 Meeting Date: MAY 02, 2012 Meeting Type: Annual Record Date: MAR 07, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Benjamin F. Dupont For For Management 2 Elect Director Henry A. Fernandez For For Management 3 Elect Director Alice W. Handy For For Management 4 Elect Director Catherine R. Kinney For For Management 5 Elect Director Linda H. Riefler For Withhold Management 6 Elect Director George W. Siguler For For Management 7 Elect Director Patrick Tierney For For Management 8 Elect Director Rodolphe M. Vallee For For Management 9 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 10 Ratify Auditors For For Management 11 Approve Elimination of Class B Common For For Management Stock; Increase Authorized Class A Common Stock; Reclassify Class A Common Stock and Make Certain Other Conforming Changes -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- OMNICOM GROUP INC. Ticker: OMC Security ID: 681919106 Meeting Date: MAY 22, 2012 Meeting Type: Annual Record Date: APR 02, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director John D. Wren For For Management 2 Elect Director Bruce Crawford For For Management 3 Elect Director Alan R. Batkin For For Management 4 Elect Director Mary C. Choksi For For Management 5 Elect Director Robert Charles Clark For For Management 6 Elect Director Leonard S. Coleman, Jr. For For Management 7 Elect Director Errol M. Cook For For Management 8 Elect Director Susan S. Denison For For Management 9 Elect Director Michael A. Henning For For Management 10 Elect Director John R. Murphy For For Management 11 Elect Director John R. Purcell For For Management 12 Elect Director Linda Johnson Rice For For Management 13 Elect Director Gary L. Roubos For For Management 14 Ratify Auditors For For Management 15 Provide Right to Call Special Meeting For For Management 16 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 17 Prepare Employment Diversity Report Against For Shareholder -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- PATTERSON COMPANIES, INC. Ticker: PDCO Security ID: 703395103 Meeting Date: SEP 12, 2011 Meeting Type: Annual Record Date: JUL 15, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Andre B. Lacey For For Management 1.2 Elect Director Les C. Vinney For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency None One Year Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- PEPSICO, INC. Ticker: PEP Security ID: 713448108 Meeting Date: MAY 02, 2012 Meeting Type: Annual Record Date: MAR 02, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Shona L. Brown For For Management 2 Elect Director Ian M. Cook For For Management 3 Elect Director Dina Dublon For For Management 4 Elect Director Victor J. Dzau For For Management 5 Elect Director Ray L. Hunt For For Management 6 Elect Director Alberto Ibarguen For For Management 7 Elect Director Indra K. Nooyi For For Management 8 Elect Director Sharon Percy Rockefeller For For Management 9 Elect Director James J. Schiro For For Management 10 Elect Director Lloyd G. Trotter For For Management 11 Elect Director Daniel Vasella For For Management 12 Elect Director Alberto Weisser For For Management 13 Ratify Auditors For For Management 14 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 15 Amend Omnibus Stock Plan For For Management 16 Report on Lobbying Payments and Policy Against Against Shareholder 17 Establish Risk Oversight Committee Against Against Shareholder 18 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- RIO TINTO PLC Ticker: RIO Security ID: G75754104 Meeting Date: APR 19, 2012 Meeting Type: Annual Record Date: APR 17, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Elect Chris Lynch as Director For For Management 4 Elect John Varley as Director For For Management 5 Re-elect Tom Albanese as Director For For Management 6 Re-elect Robert Brown as Director For For Management 7 Re-elect Vivienne Cox as Director For For Management 8 Re-elect Jan du Plessis as Director For For Management 9 Re-elect Guy Elliott as Director For For Management 10 Re-elect Michael Fitzpatrick as For For Management Director 11 Re-elect Ann Godbehere as Director For For Management 12 Re-elect Richard Goodmanson as Director For For Management 13 Re-elect Lord Kerr as Director For For Management 14 Re-elect Paul Tellier as Director For For Management 15 Re-elect Sam Walsh as Director For For Management 16 Reappoint PricewaterhouseCoopers LLP For For Management as Auditors and Authorise Their Remuneration 17 Approve Global Employee Share Plan For For Management 18 Approve Share Savings Plan For For Management 19 Authorise Issue of Equity with For For Management Pre-emptive Rights 20 Authorise Issue of Equity without For For Management Pre-emptive Rights 21 Authorise Market Purchase For For Management 22 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- SENSATA TECHNOLOGIES HOLDING N.V. Ticker: 9ST Security ID: N7902X106 Meeting Date: MAY 22, 2012 Meeting Type: Annual Record Date: APR 24, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Thomas Wroe, Jr. as Director For Against Management 2 Elect Martha Sullivan as Director For Against Management 3 Elect Lewis B. Campbell as Director For For Management 4 Elect Paul Edgerley as Director For Against Management 5 Elect Michael J. Jacobson as Director For For Management 6 Elect John Lewis as Director For For Management 7 Elect Charles W. Peffer as Director For For Management 8 Elect Kirk P. Pond as Director For For Management 9 Elect Michael Ward as Director For Against Management 10 Elect Stephen Zide as Director For Against Management 11 Ratify Ernst & Young LLP as Auditors For For Management 12 Approve Financial Statements and For For Management Statutory Reports for Fiscal Year 2011 13 Approve Discharge of Board For For Management 14 Approve Remuneration Report Containing For For Management Remuneration Policy for Management Board Members 15 Grant Board Authority to Repurchase For For Management Shares 16 Grant Board Authority to Issue Shares For Against Management and Limit/Exclude Preemptive Rights for Five Years 17 Amend Articles Re: Board Related For For Management -------------------------------------------------------------------------------- ST. JUDE MEDICAL, INC. Ticker: STJ Security ID: 790849103 Meeting Date: MAY 03, 2012 Meeting Type: Annual Record Date: MAR 07, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director John W. Brown For For Management 2 Elect Director Daniel J. Starks For For Management 3 Amend Qualified Employee Stock For For Management Purchase Plan 4 Declassify the Board of Directors For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Ratify Auditors For For Management -------------------------------------------------------------------------------- TAIWAN SEMICONDUCTOR MANUFACTURING CO., LTD. Ticker: 2330 Security ID: 874039100 Meeting Date: JUN 12, 2012 Meeting Type: Annual Record Date: APR 16, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve 2011 Business Operations For For Management Report and Financial Statements 2 Approve Plan on 2011 Profit For For Management Distribution 3 Amend the Articles of Association For For Management 4 Approve Amendment to Rules and For For Management Procedures for Election of Directors 5.1 Elect Morris Chang, with Shareholder For For Management No.4515, as Director 5.2 Elect F.C. Tseng, with Shareholder No. For For Management 104, as Director 5.3 Elect Johnsee Lee, a Representative of For For Management National Development Fund, Executive Yuan, with Shareholder No. 1, as Director 5.4 Elect Rick Tsai, with Shareholder No. For For Management 7252, as Director 5.5 Elect Sir Peter Leahy Bonfield, with For For Management Passport No.093180657, as Independent Director 5.6 Elect Stan Shih, with Shareholder No. For For Management 534770, as Independent Director 5.7 Elect Thomas J. Engibous, with For For Management Passport No.135021464, as Independent Director 5.8 Elect Gregory C. Chow, with Passport For For Management No.214553970, as Independent Director 5.9 Elect Kok-Choo Chen, with Shareholder For For Management No.9546, as Independent Director 6 Transact Other Business (Non-Voting) None None Management -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- THE BANK OF NEW YORK MELLON CORPORATION Ticker: BK Security ID: 064058100 Meeting Date: APR 10, 2012 Meeting Type: Annual Record Date: FEB 10, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Ruth E. Bruch For For Management 2 Elect Director Nicholas M. Donofrio For For Management 3 Elect Director Gerald L. Hassell For For Management 4 Elect Director Edmund F. Kelly For For Management 5 Elect Director Richard J. Kogan For For Management 6 Elect Director Michael J. Kowalski For For Management 7 Elect Director John A. Luke, Jr. For For Management 8 Elect Director Mark A. Nordenberg For For Management 9 Elect Director Catherine A. Rein For For Management 10 Elect Director William C. Richardson For For Management 11 Elect Director Samuel C. Scott, III For For Management 12 Elect Director Wesley W. von Schack For For Management 13 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 14 Ratify Auditors For For Management 15 Require Independent Board Chairman Against Against Shareholder 16 Restore or Provide for Cumulative Against Against Shareholder Voting -------------------------------------------------------------------------------- THE CHARLES SCHWAB CORPORATION Ticker: SCHW Security ID: 808513105 Meeting Date: MAY 17, 2012 Meeting Type: Annual Record Date: MAR 19, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Nancy H. Bechtle For For Management 2 Elect Director Walter W. Bettinger, II For For Management 3 Elect Director C. Preston Butcher For For 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 For For Management 7 Report on Political Contributions Against For Shareholder 8 Adopt Proxy Access Right Against Against Shareholder -------------------------------------------------------------------------------- THE DUN & BRADSTREET CORPORATION Ticker: DNB Security ID: 26483E100 Meeting Date: MAY 09, 2012 Meeting Type: Annual Record Date: MAR 13, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Austin A. Adams For For Management 2 Elect Director John W. Alden For For Management 3 Elect Director Christopher J. Coughlin For For Management 4 Elect Director James N. Fernandez For For Management 5 Elect Director Paul R. Garcia For For Management 6 Elect Director Douglas A. Kehring For For Management 7 Elect Director Sara Mathew For For Management 8 Elect Director Sandra E. Peterson For For Management 9 Elect Director Michael J. Winkler For For Management 10 Ratify Auditors For For Management 11 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 12 Provide Right to Call Special Meeting For For Management -------------------------------------------------------------------------------- THE PROCTER & GAMBLE COMPANY Ticker: PG Security ID: 742718109 Meeting Date: OCT 11, 2011 Meeting Type: Annual Record Date: AUG 12, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Angela F. Braly For For Management 2 Elect Director Kenneth I. Chenault For For Management 3 Elect Director Scott D. Cook For For Management 4 Elect Director Susan Desmond-Hellmann For For Management 5 Elect Director Robert A. McDonald For For Management 6 Elect Director W. James McNerney, Jr. For For Management 7 Elect Director Johnathan A. Rodgers For For Management 8 Elect Director Margaret C. Whitman For For Management 9 Elect Director Mary Agnes Wilderotter For For Management 10 Elect Director Patricia A. Woertz For For Management 11 Elect Director Ernesto Zedillo For For Management 12 Ratify Auditors For For Management 13 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 14 Advisory Vote on Say on Pay Frequency One Year One Year Management 15 Amend Articles of Incorporation For For Management 16 Provide for Cumulative Voting Against Against Shareholder 17 Phase Out Use of Laboratory Animals in Against Against Shareholder Pet Food Product Testing 18 Report on Political Contributions and Against Against Shareholder Provide Advisory Vote -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- UNITED TECHNOLOGIES CORPORATION Ticker: UTX Security ID: 913017109 Meeting Date: APR 11, 2012 Meeting Type: Annual Record Date: FEB 15, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Louis R. Chenevert For For Management 2 Elect Director John V. Faraci For For Management 3 Elect Director Jean-Pierre Garnier, Ph. For For Management D. 4 Elect Director Jamie S. Gorelick For For Management 5 Elect Director Edward A. Kangas For For Management 6 Elect Director Ellen J. Kullman For For Management 7 Elect Director Richard D. McCormick For For Management 8 Elect Director Harold McGraw, III For For Management 9 Elect Director Richard B. Myers For For Management 10 Elect Director H. Patrick Swygert For For Management 11 Elect Director Andre Villeneuve For For Management 12 Elect Director Christine Todd Whitman For For Management 13 Ratify Auditors For For Management 14 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- W.W. GRAINGER, INC. Ticker: GWW Security ID: 384802104 Meeting Date: APR 25, 2012 Meeting Type: Annual Record Date: MAR 05, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Brian P. Anderson For For Management 1.2 Elect Director Wilbur H. Gantz For For Management 1.3 Elect Director V. Ann Hailey For For Management 1.4 Elect Director William K. Hall For For Management 1.5 Elect Director Stuart L. Levenick For For Management 1.6 Elect Director John W. McCarter, Jr. For For Management 1.7 Elect Director Neil S. Novich For For Management 1.8 Elect Director Michael J. Roberts For For Management 1.9 Elect Director Gary L. Rogers For For Management 1.10 Elect Director James T. Ryan For For Management 1.11 Elect Director E. Scott Santi For For Management 1.12 Elect Director James D. Slavik For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- WATERS CORPORATION Ticker: WAT Security ID: 941848103 Meeting Date: MAY 09, 2012 Meeting Type: Annual Record Date: MAR 15, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joshua Bekenstein For For Management 1.2 Elect Director M.J. Berendt For For Management 1.3 Elect Director Douglas A. Berthiaume For For Management 1.4 Elect Director Edward Conard For For Management 1.5 Elect Director L.H. Glimcher For For Management 1.6 Elect Director Christopher A. Kuebler For For Management 1.7 Elect Director William J. Miller For For Management 1.8 Elect Director Joann A. Reed For For Management 1.9 Elect Director Thomas P. Salice For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Omnibus Stock Plan 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: MASSACHUSETTS INVESTORS GROWTH STOCK FUND 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,