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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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111 Huntington Avenue, Boston, Massachusetts 02199
(Address of principal executive offices) (Zip code)
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Susan S. Newton
Massachusetts Financial Services Company
111 Huntington Avenue
Boston, Massachusetts 02199
(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, 2012 - June 30, 2013**
* The MFS Equity Opportunities Fund has a fiscal year end of October 31. The
fiscal year ends of the remaining series of the Registrant are April 30.
** The reporting period for MFS 2015 Lifetime Fund, MFS 2025 Lifetime Fund,
MFS Lifetime 2035 Fund, MFS Lifetime 2045 Fund, and MFS Lifetime 2055 Fund,
each series of the Registrant, commenced on November 2, 2012, the date that
each of the aforementioned series of the Registrant commenced investment
operations.
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ITEM 1. PROXY VOTING RECORD.
******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-21780
Reporting Period: 07/01/2012 - 06/30/2013
MFS Series Trust XII
======================== MFS Equity Opportunities Fund =========================
AETNA INC.
Ticker: AET Security ID: 00817Y108
Meeting Date: MAY 17, 2013 Meeting Type: Annual
Record Date: MAR 15, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Fernando Aguirre For For Management
1b Elect Director Mark T. Bertolini For For Management
1c Elect Director Frank M. Clark For For Management
1d Elect Director Betsy Z. Cohen For For Management
1e Elect Director Molly J. Coye For For Management
1f Elect Director Roger N. Farah For For Management
1g Elect Director Barbara Hackman Franklin For For Management
1h Elect Director Jeffrey E. Garten For For Management
1i Elect Director Ellen M. Hancock For For Management
1j Elect Director Richard J. Harrington For For Management
1k Elect Director Edward J. Ludwig For For Management
1l Elect Director Joseph P. Newhouse For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
5 Require Independent Board Chairman Against Against Shareholder
6 Reduce Supermajority Vote Requirement Against For Shareholder
7 Enhance Board Oversight of Political Against Against Shareholder
Contributions
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ALLISON TRANSMISSION HOLDINGS, INC.
Ticker: ALSN Security ID: 01973R101
Meeting Date: MAY 08, 2013 Meeting Type: Annual
Record Date: MAR 11, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director David F. Denison For For Management
1.2 Elect Director Gregory S. Ledford For For Management
1.3 Elect Director Seth M. Mersky For For Management
2 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
3 Advisory Vote on Say on Pay Frequency Three One Year Management
Years
4 Ratify Auditors For For Management
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APPLE INC.
Ticker: AAPL Security ID: 037833100
Meeting Date: FEB 27, 2013 Meeting Type: Annual
Record Date: JAN 02, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William Campbell For For Management
1.2 Elect Director Timothy Cook For For Management
1.3 Elect Director Millard Drexler For For Management
1.4 Elect Director Al Gore For For Management
1.5 Elect Director Robert Iger For For Management
1.6 Elect Director Andrea Jung For For Management
1.7 Elect Director Arthur Levinson For For Management
1.8 Elect Director Ronald Sugar For For Management
2 Amend Articles of Incorporation For For Management
3 Ratify Auditors For For Management
4 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
5 Stock Retention/Holding Period Against Against Shareholder
6 Establish Board Committee on Human Against Against Shareholder
Rights
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CAPITALSOURCE INC.
Ticker: CSE Security ID: 14055X102
Meeting Date: APR 25, 2013 Meeting Type: Annual
Record Date: MAR 05, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Andrew B. Fremder For For Management
1.2 Elect Director C. William Hosler For For Management
1.3 Elect Director James J. Pieczynski 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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CELGENE CORPORATION
Ticker: CELG Security ID: 151020104
Meeting Date: JUN 12, 2013 Meeting Type: Annual
Record Date: APR 17, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert J. Hugin For Withhold Management
1.2 Elect Director Richard Barker For Withhold Management
1.3 Elect Director Michael D. Casey For Withhold Management
1.4 Elect Director Carrie S. Cox For Withhold Management
1.5 Elect Director Rodman L. Drake For Withhold Management
1.6 Elect Director Michael A. Friedman For Withhold Management
1.7 Elect Director Gilla Kaplan For Withhold Management
1.8 Elect Director James J. Loughlin For Withhold Management
1.9 Elect Director Ernest Mario For Withhold Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
5 Stock Retention/Holding Period Against Against Shareholder
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CHEVRON CORPORATION
Ticker: CVX Security ID: 166764100
Meeting Date: MAY 29, 2013 Meeting Type: Annual
Record Date: APR 03, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Linnet F. Deily For For Management
1b Elect Director Robert E. Denham For For Management
1c Elect Director Alice P. Gast For For Management
1d Elect Director Enrique Hernandez, Jr. For For Management
1e Elect Director George L. Kirkland For For Management
1f Elect Director Charles W. Moorman, IV For For Management
1g Elect Director Kevin W. Sharer For For Management
1h Elect Director John G. Stumpf For For Management
1i Elect Director Ronald D. Sugar For For Management
1j Elect Director Carl Ware For For Management
1k Elect Director John S. Watson For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Amend Omnibus Stock Plan For Against Management
5 Report on Management of Hydraulic Against For Shareholder
Fracturing Risks and Opportunities
6 Report on Offshore Oil Wells and Spill Against Against Shareholder
Mitigation Measures
7 Report on Financial Risks of Climate Against Against Shareholder
Change
8 Report on Lobbying Payments and Policy Against For Shareholder
9 Prohibit Political Contributions Against Against Shareholder
10 Provide for Cumulative Voting Against Against Shareholder
11 Amend Articles/Bylaws/Charter -- Call Against For Shareholder
Special Meetings
12 Require Director Nominee with Against Against Shareholder
Environmental Expertise
13 Adopt Guidelines for Country Selection Against Against Shareholder
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COCA-COLA ENTERPRISES, INC.
Ticker: CCE Security ID: 19122T109
Meeting Date: APR 23, 2013 Meeting Type: Annual
Record Date: FEB 25, 2013
# 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 Andrea L. Saia For For Management
1.10 Elect Director Garry Watts For For Management
1.11 Elect Director Curtis R. Welling For For Management
1.12 Elect Director Phoebe A. Wood 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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CVS CAREMARK CORPORATION
Ticker: CVS Security ID: 126650100
Meeting Date: MAY 09, 2013 Meeting Type: Annual
Record Date: MAR 13, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director C. David Brown II For For Management
1.2 Elect Director David W. Dorman For For Management
1.3 Elect Director Anne M. Finucane For For Management
1.4 Elect Director Kristen Gibney Williams For For Management
1.5 Elect Director Larry J. Merlo For For Management
1.6 Elect Director Jean-Pierre Millon For For Management
1.7 Elect Director Richard J. Swift For For Management
1.8 Elect Director William C. Weldon For For Management
1.9 Elect Director Tony L. White For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Amend Qualified Employee Stock For For Management
Purchase Plan
5 Reduce Vote Requirement Under the Fair For For Management
Price Provision
6 Report on Political Contributions Against For Shareholder
7 Pro-rata Vesting of Equity Awards Against For Shareholder
8 Report on Lobbying Payments and Policy Against For Shareholder
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DELPHI AUTOMOTIVE PLC
Ticker: DLPH Security ID: G27823106
Meeting Date: APR 25, 2013 Meeting Type: Annual
Record Date: FEB 26, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Reelect Gary L. Cowger as a Director For For Management
1.2 Reelect Nicholas M. Donofrio as a For For Management
Director
1.3 Reelect Mark P. Frissora as a Director For For Management
1.4 Reelect Rajiv L. Gupta as a Director For For Management
1.5 Reelect John A. Krol as a Director For For Management
1.6 Reelect J. Randall MacDonald as a For For Management
Director
1.7 Reelect Sean O. Mahoney as a Director For For Management
1.8 Reelect Rodney O'Neal as a Director For For Management
1.9 Reelect Thomas W. Sidlik as a Director For For Management
1.10 Reelect Bernd Wiedemann as a Director For For Management
1.11 Reelect Lawrence A. Zimmerman as a For For Management
Director
2 Ratify Ernst & Young LLP as Auditors For For Management
and Authorize Board to Fix Their
Remuneration
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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DISCOVER FINANCIAL SERVICES
Ticker: DFS Security ID: 254709108
Meeting Date: APR 17, 2013 Meeting Type: Annual
Record Date: FEB 19, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jeffrey S. Aronin For For Management
1.2 Elect Director Mary K. Bush For For Management
1.3 Elect Director Gregory C. Case For For Management
1.4 Elect Director Cynthia A. Glassman For For Management
1.5 Elect Director Richard H. Lenny For For Management
1.6 Elect Director Thomas G. Maheras For For Management
1.7 Elect Director Michael H. Moskow For For Management
1.8 Elect Director David W. Nelms For For Management
1.9 Elect Director E. Follin Smith For For Management
1.10 Elect Director Mark A. Thierer For For Management
1.11 Elect Director Lawrence A. Weinbach 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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EDISON INTERNATIONAL
Ticker: EIX Security ID: 281020107
Meeting Date: APR 25, 2013 Meeting Type: Annual
Record Date: MAR 01, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jagjeet S. Bindra For For Management
1.2 Elect Director Vanessa C.L. Chang For For Management
1.3 Elect Director France A. Cordova For For Management
1.4 Elect Director Theodore F. Craver, Jr. For For Management
1.5 Elect Director Bradford M. Freeman For For Management
1.6 Elect Director Luis G. Nogales For For Management
1.7 Elect Director Ronald L. Olson For For Management
1.8 Elect Director Richard T. Schlosberg, For For Management
III
1.9 Elect Director Thomas C. Sutton For For Management
1.10 Elect Director Peter J. Taylor For For Management
1.11 Elect Director Brett White For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Require Independent Board Chairman Against Against Shareholder
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ENERGY XXI (BERMUDA) LIMITED
Ticker: 5E3B Security ID: G10082140
Meeting Date: NOV 06, 2012 Meeting Type: Annual
Record Date: SEP 17, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Paul Davison as Director For For Management
1.2 Elect Hill Feinberg as Director For For Management
2 Approve UHY LLP as Auditors and For For Management
Authorize Board to Fix Their
Remuneration
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EVEREST RE GROUP, LTD.
Ticker: RE Security ID: G3223R108
Meeting Date: MAY 15, 2013 Meeting Type: Annual
Record Date: MAR 20, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Dominic J. Addesso For For Management
1.2 Elect Director John J. Amore For Withhold Management
1.3 Elect Director John R. Dunne For Withhold Management
1.4 Elect Director Joseph V. Taranto For Withhold Management
1.5 Elect Director John A. Weber For Withhold Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
3 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
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EXPRESS, INC.
Ticker: EXPR Security ID: 30219E103
Meeting Date: JUN 06, 2013 Meeting Type: Annual
Record Date: APR 08, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Sona Chawla For For Management
1.2 Elect Director Theo Killion For For Management
1.3 Elect Director Michael Weiss For For 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 Adopt Majority Voting for Uncontested For For Management
Election of Directors
5 Ratify Auditors For For Management
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FLEETCOR TECHNOLOGIES, INC.
Ticker: FLT Security ID: 339041105
Meeting Date: MAY 30, 2013 Meeting Type: Annual
Record Date: APR 12, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Ronald F. Clarke For For Management
1.2 Elect Director Richard Macchia For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
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FRONTIER COMMUNICATIONS CORPORATION
Ticker: FTR Security ID: 35906A108
Meeting Date: MAY 08, 2013 Meeting Type: Annual
Record Date: MAR 12, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Leroy T. Barnes, Jr. For For Management
1.2 Elect Director Peter C.B. Bynoe For For Management
1.3 Elect Director Jeri B. Finard For For Management
1.4 Elect Director Edward Fraioli For For Management
1.5 Elect Director James S. Kahan For For Management
1.6 Elect Director Pamela D.A. Reeve For For Management
1.7 Elect Director Howard L. Schrott For For Management
1.8 Elect Director Larraine D. Segil For For Management
1.9 Elect Director Mark Shapiro For For Management
1.10 Elect Director Myron A. Wick, III For For Management
1.11 Elect Director Mary Agnes Wilderotter For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Approve Executive Incentive Bonus Plan For For Management
4 Approve Omnibus Stock Plan For For Management
5 Require Independent Board Chairman Against Against Shareholder
6 Ratify Auditors For For Management
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GENERAL MOTORS COMPANY
Ticker: GM Security ID: 37045V100
Meeting Date: JUN 06, 2013 Meeting Type: Annual
Record Date: APR 08, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Daniel F. Akerson For For Management
1b Elect Director David Bonderman For Against Management
1c Elect Director Erroll B. Davis, Jr. For For Management
1d Elect Director Stephen J. Girsky For For Management
1e Elect Director E. Neville Isdell For For Management
1f Elect Director Robert D. Krebs For For Management
1g Elect Director Kathryn V. Marinello For For Management
1h Elect Director Michael G. Mullen For For Management
1i Elect Director James J. Mulva For For Management
1j Elect Director Patricia F. Russo For For Management
1k Elect Director Thomas M. Schoewe For For Management
1l Elect Director Theodore M. Solso For For Management
1m Elect Director Carol M. Stephenson For For Management
1n Elect Director Cynthia A. Telles For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Require Independent Board Chairman Against Against Shareholder
5 Stock Retention/Holding Period Against Against Shareholder
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GRAND CANYON EDUCATION, INC.
Ticker: LOPE Security ID: 38526M106
Meeting Date: MAY 16, 2013 Meeting Type: Annual
Record Date: MAR 26, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Brent D. Richardson For For Management
1.2 Elect Director Brian E. Mueller For For Management
1.3 Elect Director David J. Johnson For For Management
1.4 Elect Director Jack A. Henry For For Management
1.5 Elect Director Bradley A. Casper For For Management
1.6 Elect Director Kevin F. Warren For For Management
1.7 Elect Director Sara R. Dial 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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HANESBRANDS INC.
Ticker: HBI Security ID: 410345102
Meeting Date: APR 03, 2013 Meeting Type: Annual
Record Date: FEB 08, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Lee A. Chaden For For Management
1.2 Elect Director Bobby J. Griffin For For Management
1.3 Elect Director James C. Johnson For For Management
1.4 Elect Director Jessica T. Mathews For For Management
1.5 Elect Director J. Patrick Mulcahy For For Management
1.6 Elect Director Ronald L. Nelson For For Management
1.7 Elect Director Richard A. Noll For For Management
1.8 Elect Director Andrew J. Schindler For For Management
1.9 Elect Director Ann E. Ziegler For For Management
2 Amend Omnibus Stock Plan For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Ratify Auditors For For Management
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HCA HOLDINGS, INC.
Ticker: HCA Security ID: 40412C101
Meeting Date: APR 24, 2013 Meeting Type: Annual
Record Date: MAR 01, 2013
# 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 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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JPMORGAN CHASE & CO.
Ticker: JPM Security ID: 46625H100
Meeting Date: MAY 21, 2013 Meeting Type: Annual
Record Date: MAR 22, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director James A. Bell For For Management
1b Elect Director Crandall C.Bowles For For Management
1c Elect Director Stephen B. Burke For For Management
1d Elect Director David M. Cote For For Management
1e Elect Director James S. Crown For For Management
1f Elect Director James Dimon For For Management
1g Elect Director Timothy P. Flynn For For Management
1h Elect Director Ellen V. Futter For Against Management
1i Elect Director Laban P. Jackson, Jr. For For Management
1j Elect Director Lee R. Raymond For For Management
1k Elect Director William C. Weldon For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Provide Right to Act by Written Consent For For Management
5 Amend Executive Incentive Bonus Plan For For Management
6 Require Independent Board Chairman Against Against Shareholder
7 Stock Retention/Holding Period Against Against Shareholder
8 Institute Procedures to Prevent Against Against Shareholder
Investments in Companies that
Contribute to Genocide or Crimes
Against Humanity
9 Report on Lobbying Payments and Policy Against Against Shareholder
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LORILLARD, INC.
Ticker: LO Security ID: 544147101
Meeting Date: MAY 14, 2013 Meeting Type: Annual
Record Date: MAR 25, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1 Declassify the Board of Directors For For Management
2.1 Elect Director Andrew H. Card, Jr. For For Management
2.2 Elect Director Virgis W. Colbert For For Management
2.3 Elect Director Richard W. Roedel For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Ratify Auditors For For Management
5 Report on Lobbying Payments and Policy Against For Shareholder
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MACY'S, INC.
Ticker: M Security ID: 55616P104
Meeting Date: MAY 17, 2013 Meeting Type: Annual
Record Date: MAR 22, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Stephen F. Bollenbach For For Management
1b Elect Director Deirdre P. Connelly For For Management
1c Elect Director Meyer Feldberg For For Management
1d Elect Director Sara Levinson For For Management
1e Elect Director Terry J. Lundgren For For Management
1f Elect Director Joseph Neubauer For For Management
1g Elect Director Joyce M. Roche For For Management
1h Elect Director Paul C. Varga For For Management
1i Elect Director Craig E. Weatherup For For Management
1j Elect Director Marna C. Whittington 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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MCGRAW HILL FINANCIAL INC.
Ticker: MHP Security ID: 580645109
Meeting Date: MAY 01, 2013 Meeting Type: Annual
Record Date: MAR 11, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Pedro Aspe For For Management
1.2 Elect Director Winfried Bischoff For For Management
1.3 Elect Director William D. Green For For Management
1.4 Elect Director Charles E. Haldeman, Jr. For For Management
1.5 Elect Director Linda Koch Lorimer For For Management
1.6 Elect Director Harold McGraw, III For For Management
1.7 Elect Director Robert P. McGraw For For Management
1.8 Elect Director Hilda Ochoa-Brillembourg For For Management
1.9 Elect Director Michael Rake For For Management
1.10 Elect Director Edward B. Rust, Jr. For For Management
1.11 Elect Director Kurt L. Schmoke For For Management
1.12 Elect Director Sidney Taurel For For Management
1.13 Elect Director Richard E. Thornburgh For For Management
2 Change Company Name For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Ratify Auditors For For Management
5 Provide Right to Act by Written Consent Against For Shareholder
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METLIFE, INC.
Ticker: MET Security ID: 59156R108
Meeting Date: APR 23, 2013 Meeting Type: Annual
Record Date: MAR 01, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director R. Glenn Hubbard For For Management
1.2 Elect Director Steven A. Kandarian For For Management
1.3 Elect Director John M. Keane For For Management
1.4 Elect Director Alfred F. Kelly, Jr. For For Management
1.5 Elect Director James M. Kilts For For Management
1.6 Elect Director Catherine R. Kinney For For Management
1.7 Elect Director Hugh B. Price For For Management
1.8 Elect Director Kenton J. Sicchitano For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
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MICROSOFT CORPORATION
Ticker: MSFT Security ID: 594918104
Meeting Date: NOV 28, 2012 Meeting Type: Annual
Record Date: SEP 14, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Steven A. Ballmer For For Management
2 Elect Director Dina Dublon For For Management
3 Elect Director William H. Gates, III For For Management
4 Elect Director Maria M. Klawe For For Management
5 Elect Director Stephen J. Luczo For For Management
6 Elect Director David F. Marquardt For For Management
7 Elect Director Charles H. Noski For For Management
8 Elect Director Helmut Panke For For Management
9 Elect Director John W. Thompson For For Management
10 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
11 Approve Qualified Employee Stock For For Management
Purchase Plan
12 Ratify Auditors For For Management
13 Provide for Cumulative Voting Against Against Shareholder
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MOODY'S CORPORATION
Ticker: MCO Security ID: 615369105
Meeting Date: APR 16, 2013 Meeting Type: Annual
Record Date: FEB 20, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Basil L. Anderson For For Management
1.2 Elect Director Darrell Duffie For For Management
1.3 Elect Director Raymond W. McDaniel, Jr. For For Management
2 Amend Omnibus Stock Plan For Against Management
3 Amend Non-Employee Director Omnibus For Against Management
Stock Plan
4 Declassify the Board of Directors For For Management
5 Ratify Auditors For For Management
6 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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MORGAN STANLEY
Ticker: MS Security ID: 617446448
Meeting Date: MAY 14, 2013 Meeting Type: Annual
Record Date: MAR 18, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Erskine B. Bowles For For Management
1.2 Elect Director Howard J. Davies For For Management
1.3 Elect Director Thomas H. Glocer For For Management
1.4 Elect Director James P. Gorman For For Management
1.5 Elect Director Robert H. Herz For For Management
1.6 Elect Director C. Robert Kidder For For Management
1.7 Elect Director Klaus Kleinfeld For For Management
1.8 Elect Director Donald T. Nicolaisen For For Management
1.9 Elect Director Hutham S. Olayan For For Management
1.10 Elect Director James W. Owens For For Management
1.11 Elect Director O. Griffith Sexton For For Management
1.12 Elect Director Ryosuke Tamakoshi For For Management
1.13 Elect Director Masaaki Tanaka For For Management
1.14 Elect Director Laura D. Tyson For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Amend Omnibus Stock Plan For Against Management
5 Amend Omnibus Stock Plan For For Management
6 Amend Executive Incentive Bonus Plan For For Management
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NRG ENERGY, INC.
Ticker: NRG Security ID: 629377508
Meeting Date: APR 25, 2013 Meeting Type: Annual
Record Date: MAR 01, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Kirbyjon H. Caldwell For For Management
1.2 Elect Director David Crane For For Management
1.3 Elect Director Kathleen A. McGinty For For Management
1.4 Elect Director Evan J. Silverstein For For Management
1.5 Elect Director Thomas H. Weidemeyer 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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PACKAGING CORPORATION OF AMERICA
Ticker: PKG Security ID: 695156109
Meeting Date: MAY 01, 2013 Meeting Type: Annual
Record Date: MAR 11, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Cheryl K. Beebe For For Management
1.2 Elect Director Hasan Jameel For For Management
1.3 Elect Director Mark W. Kowlzan For For Management
1.4 Elect Director Robert C. Lyons For For Management
1.5 Elect Director Samuel M. Mencoff For For Management
1.6 Elect Director Roger B. Porter For For Management
1.7 Elect Director Thomas S. Souleles For For Management
1.8 Elect Director Paul T. Stecko For For Management
1.9 Elect Director James D. Woodrum For For Management
2 Amend Omnibus Stock Plan For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Ratify Auditors For For Management
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PFIZER INC.
Ticker: PFE Security ID: 717081103
Meeting Date: APR 25, 2013 Meeting Type: Annual
Record Date: FEB 27, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Dennis A. Ausiello For For Management
1.2 Elect Director M. Anthony Burns For For Management
1.3 Elect Director W. Don Cornwell For For Management
1.4 Elect Director Frances D. Fergusson For For Management
1.5 Elect Director William H. Gray, III For For Management
1.6 Elect Director Helen H. Hobbs For For Management
1.7 Elect Director Constance J. Horner For For Management
1.8 Elect Director James M. Kilts For For Management
1.9 Elect Director George A. Lorch For For Management
1.10 Elect Director Suzanne Nora Johnson For For Management
1.11 Elect Director Ian C. Read For For Management
1.12 Elect Director Stephen W. Sanger For For Management
1.13 Elect Director Marc Tessier-Lavigne For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Stock Retention/Holding Period Against Against Shareholder
5 Provide Right to Act by Written Consent Against For Shareholder
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REGAL BELOIT CORPORATION
Ticker: RBC Security ID: 758750103
Meeting Date: APR 29, 2013 Meeting Type: Annual
Record Date: MAR 11, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Christopher L. Doerr For For Management
1b Elect Director Mark J. Gliebe For For Management
1c Elect Director Curtis W. Stoelting For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Approve Omnibus Stock Plan For For Management
4 Ratify Auditors For For Management
--------------------------------------------------------------------------------
SHUTTERFLY, INC.
Ticker: SFLY Security ID: 82568P304
Meeting Date: MAY 21, 2013 Meeting Type: Annual
Record Date: MAR 22, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Eric J. Keller For For Management
1.2 Elect Director Nancy J. Schoendorf For Against Management
1.3 Elect Director Michael P. Zeisser For For Management
2 Amend Omnibus Stock Plan For Against Management
3 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
4 Ratify Auditors For For Management
--------------------------------------------------------------------------------
SOLARWINDS, INC.
Ticker: SWI Security ID: 83416B109
Meeting Date: MAY 09, 2013 Meeting Type: Annual
Record Date: MAR 14, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director J. Benjamin Nye For For Management
1.2 Elect Director Kevin B. Thompson For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Adjourn Meeting For For Management
--------------------------------------------------------------------------------
SWIFT TRANSPORTATION COMPANY
Ticker: SWFT Security ID: 87074U101
Meeting Date: MAY 08, 2013 Meeting Type: Annual
Record Date: MAR 22, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William Post For For Management
1.2 Elect Director Jerry Moyes For For Management
1.3 Elect Director Richard H. Dozer For For Management
1.4 Elect Director David Vander Ploeg For For Management
1.5 Elect Director Glenn Brown For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
--------------------------------------------------------------------------------
THE AES CORPORATION
Ticker: AES Security ID: 00130H105
Meeting Date: APR 18, 2013 Meeting Type: Annual
Record Date: FEB 22, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Andres R. Gluski For For Management
1.2 Elect Director Zhang Guo Bao For Against 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 Moises Naim 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 GOLDMAN SACHS GROUP, INC.
Ticker: GS Security ID: 38141G104
Meeting Date: MAY 23, 2013 Meeting Type: Annual
Record Date: MAR 25, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Lloyd C. Blankfein For For Management
2 Elect Director M. Michele Burns For For Management
3 Elect Director Gary D. Cohn For For Management
4 Elect Director Claes Dahlback For For Management
5 Elect Director William W. George For For Management
6 Elect Director James A. Johnson For Against Management
7 Elect Director Lakshmi N. Mittal For For Management
8 Elect Director Adebayo O. Ogunlesi For For Management
9 Elect Director James J. Schiro For For Management
10 Elect Director Debora L. Spar For For Management
11 Elect Director Mark E. Tucker For For Management
12 Elect Director David A. Viniar For For Management
13 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
14 Approve Omnibus Stock Plan For Against Management
15 Ratify Auditors For For Management
16 Establish Board Committee on Human Against Against Shareholder
Rights
17 Report on Lobbying Payments and Policy Against Against Shareholder
18 Adopt Proxy Access Right Against Against Shareholder
19 Employ Investment Bank to Explore Against Against Shareholder
Alternatives to Maximize Shareholder
Value
--------------------------------------------------------------------------------
THE KROGER CO.
Ticker: KR Security ID: 501044101
Meeting Date: JUN 27, 2013 Meeting Type: Annual
Record Date: APR 30, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Reuben V. Anderson For For Management
1b Elect Director Robert D. Beyer For For Management
1c Elect Director David B. Dillon For For Management
1d Elect Director Susan J. Kropf For For Management
1e Elect Director John T. LaMacchia For For Management
1f Elect Director David B. Lewis For For Management
1g Elect Director W. Rodney McMullen For For Management
1h Elect Director Jorge P. Montoya For For Management
1i Elect Director Clyde R. Moore For For Management
1j Elect Director Susan M. Phillips For For Management
1k Elect Director Steven R. Rogel For For Management
1l Elect Director James A. Runde For For Management
1m Elect Director Ronald L. Sargent For For Management
1n Elect Director Bobby S. Shackouls For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
4 Report on Supply Chain Human Rights Against Against Shareholder
Risks and Management
5 Require Independent Board Chairman Against Against Shareholder
6 Report on Adopting Extended Producer Against Against Shareholder
Responsibility Policy
7 Adopt and Implement Sustainable Palm Against Against Shareholder
Oil Policy
--------------------------------------------------------------------------------
TIME WARNER CABLE INC.
Ticker: TWC Security ID: 88732J207
Meeting Date: MAY 16, 2013 Meeting Type: Annual
Record Date: MAR 22, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Carole Black For For Management
1b Elect Director Glenn A. Britt For For Management
1c Elect Director Thomas H. Castro For For Management
1d Elect Director David C. Chang For For Management
1e Elect Director James E. Copeland, Jr. For For Management
1f Elect Director Peter R. Haje For For Management
1g Elect Director Donna A. James For For Management
1h Elect Director Don Logan For For Management
1i Elect Director N.J. Nicholas, Jr. For For Management
1j Elect Director Wayne H. Pace For For Management
1k Elect Director Edward D. Shirley For For Management
1l Elect Director John E. Sununu For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Report on Lobbying Payments and Policy Against Against Shareholder
5 Pro-rata Vesting of Equity Plan Against Against Shareholder
--------------------------------------------------------------------------------
TRW AUTOMOTIVE HOLDINGS CORP.
Ticker: TRW Security ID: 87264S106
Meeting Date: MAY 14, 2013 Meeting Type: Annual
Record Date: MAR 18, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jody G. Miller For For Management
1.2 Elect Director John C. Plant For For Management
1.3 Elect Director Neil P. Simpkins For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
UNITEDHEALTH GROUP INCORPORATED
Ticker: UNH Security ID: 91324P102
Meeting Date: JUN 03, 2013 Meeting Type: Annual
Record Date: APR 05, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director William C. Ballard, Jr. For For Management
1b Elect Director Edson Bueno For For Management
1c Elect Director Richard T. Burke For For Management
1d Elect Director Robert J. Darretta For For Management
1e Elect Director Stephen J. Hemsley For For Management
1f Elect Director Michele J. Hooper For For Management
1g Elect Director Rodger A. Lawson For For Management
1h Elect Director Douglas W. Leatherdale For For Management
1i Elect Director Glenn M. Renwick For For Management
1j Elect Director Kenneth I. Shine For For Management
1k Elect Director Gail R. Wilensky For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
4 Report on Lobbying Payments and Policy Against For Shareholder
--------------------------------------------------------------------------------
URBAN OUTFITTERS, INC.
Ticker: URBN Security ID: 917047102
Meeting Date: MAY 28, 2013 Meeting Type: Annual
Record Date: MAR 13, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Scott A. Belair For For Management
1.2 Elect Director Robert H. Strouse For For Management
1.3 Elect Director Margaret A. Hayne For For Management
2 Amend Omnibus Stock Plan For Against Management
3 Eliminate Cumulative Voting and Adopt For For Management
Majority Vote Standard
4 Ratify Auditors For For Management
5 Require Independent Board Chairman Against Against Shareholder
6 Adopt Policy and Report on Board Against For Shareholder
Diversity
--------------------------------------------------------------------------------
VALIDUS HOLDINGS, LTD.
Ticker: VR Security ID: G9319H102
Meeting Date: MAY 01, 2013 Meeting Type: Annual
Record Date: MAR 08, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Edward J. Noonan For For Management
1.2 Elect Director Mahmoud Abdallah For For Management
1.3 Elect Director Jeffrey W. Greenberg For For Management
1.4 Elect Director John J. Hendrickson For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify PricewaterhouseCoopers Hamilton For For Management
Bermuda as Independent Auditors
============================ MFS Lifetime 2010 Fund ============================
There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.
============================ MFS Lifetime 2015 Fund ============================
There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.
============================ MFS Lifetime 2020 Fund ============================
There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.
============================ MFS Lifetime 2025 Fund ============================
There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.
============================ MFS Lifetime 2030 Fund ============================
There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.
============================ MFS Lifetime 2035 Fund ============================
There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.
============================ MFS Lifetime 2040 Fund ============================
There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.
============================ MFS Lifetime 2045 Fund ============================
There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.
============================ MFS Lifetime 2050 Fund ============================
There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.
============================ MFS Lifetime 2055 Fund ============================
There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.
===================== MFS Lifetime Retirement Income Fund ======================
There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.
========== 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 XII
By (Signature and Title): JOHN M. CORCORAN*
----------------------------------------
John M. Corcoran, Principal Executive
Officer & President
Date: August 16, 2013
*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 8th, 2013. (1)
(1) Incorporated by reference to MFS Municipal Series Trust (File Nos. 2-92915
and 811-4096) Post-Effective Amendment No. 56 filed with the SEC via EDGAR
on July 26, 2013.