================================================================================ 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 811-00859 -------------------- MASSACHUSETTS INVESTORS GROWTH STOCK FUND (Exact name of registrant as specified in charter) -------------------- 111 Huntington Avenue, Boston, Massachusetts 02199 (Address of principal executive offices) (Zip code) -------------------- 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 -------------------- Date of fiscal year end: November 30 Date of reporting period: July 1, 2012 - June 30, 2013 ================================================================================ ITEM 1. PROXY VOTING RECORD. ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-00859 Reporting Period: 07/01/2012 - 06/30/2013 Massachusetts Investors Growth Stock Fund ================== Massachusetts Investors Growth Stock Fund =================== ACCENTURE PLC Ticker: ACN Security ID: G1151C101 Meeting Date: FEB 06, 2013 Meeting Type: Annual Record Date: DEC 11, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2.1 Elect Director William L. Kimsey For For Management 2.2 Elect Director Robert I. Lipp For For Management 2.3 Elect Director Pierre Nanterme For For Management 2.4 Elect Director Gilles C. Pelisson For For Management 2.5 Elect Director Wulf von Schimmelmann For For Management 3 Approve Auditors and Authorize Board For For Management to Fix Their Remuneration 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Amend 2010 Share Incentive Plan For Against Management 6 Authorize the Holding of the 2014 AGM For For Management at a Location Outside Ireland 7 Authorize Open-Market Purchases of For For Management Class A Ordinary Shares 8 Determine the Price Range at which For For Management Accenture Plc can Re-issue Shares that it Acquires as Treasury Stock 9 Report on Lobbying Payments and Policy Against For Shareholder -------------------------------------------------------------------------------- ALLERGAN, INC. Ticker: AGN Security ID: 018490102 Meeting Date: APR 30, 2013 Meeting Type: Annual Record Date: MAR 06, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director David E.I. Pyott For For Management 1b Elect Director Michael R. Gallagher For For Management 1c Elect Director Deborah Dunsire For For Management 1d Elect Director Dawn Hudson For For Management 1e Elect Director Trevor M. Jones For For Management 1f Elect Director Louis J. Lavigne, Jr. For For Management 1g Elect Director Peter J. McDonnell For For Management 1h Elect Director Timothy D. Proctor For For Management 1i Elect Director Russell T. Ray 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 Call Special Meeting For For Management 5.1 Provide Right to Act by Written Consent Against For Shareholder 5.2 Report on Lobbying Payments and Policy Against For Shareholder -------------------------------------------------------------------------------- AMPHENOL CORPORATION Ticker: APH Security ID: 032095101 Meeting Date: MAY 22, 2013 Meeting Type: Annual Record Date: MAR 25, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stanley L. Clark For For Management 1.2 Elect Director David P. Falck For For Management 1.3 Elect Director Edward G. Jepsen For For Management 1.4 Elect Director Andrew E. Lietz For For Management 1.5 Elect Director Martin H. Loeffler For For Management 1.6 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 Amend Bylaws -- Call Special Meetings Against For Shareholder -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- ASML HOLDING NV Ticker: ASML Security ID: N07059186 Meeting Date: SEP 07, 2012 Meeting Type: Special Record Date: JUL 19, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Receive Announcements Re: Customer None None Management Co-Investment Program 3a Grant Board Authority to Issue Shares For For Management Up To 25 Percent of Issued Capital Re: Customer Co-Investment Program 3b Authorize Board to Exclude Preemptive For For Management Rights from Issuance under Item 3a 4a Amend Articles to Create New Share For For Management Class: Ordinary Shares M 4b Increase Par Value per Ordinary Share For For Management 4c Approve Reduction in Share Capital by For For Management Decreasing Nominal Value per Share 4d Amend Articles Re: Consolidation of For For Management Ordinary Shares A at an Exchange Ratio 4e Amend Articles to Eliminate Two For For Management Ordinary Share Classes A and M and Convert into One Ordinary Share Class 5 Authorize each Director and any Lawyer For For Management and Paralegals from De Brauw Blackstone Westbroek NV to Execute the Notarial Deeds of Amendments 6a Grant Board Authority to Issue Shares For For Management Up To 5 Percent of Issued Capital and Restricting/Excluding Preemptive Rights 6b Authorize Board to Exclude Preemptive For For Management Rights from Issuance under Item 6a 6c Grant Board Authority to Issue Shares For For Management Up To 5 Percent in Case of Takeover/Merger and Restricting/Excluding Preemptive Rights 6d Authorize Board to Exclude Preemptive For For Management Rights from Issuance under Item 6c 7 Other Business (Non-Voting) None None Management 8 Close Meeting None None Management -------------------------------------------------------------------------------- AUTODESK, INC. Ticker: ADSK Security ID: 052769106 Meeting Date: JUN 13, 2013 Meeting Type: Annual Record Date: APR 19, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Carl Bass For For Management 1b Elect Director Crawford W. Beveridge For For Management 1c Elect Director J. Hallam Dawson For For Management 1d Elect Director Thomas Georgens For For Management 1e Elect Director Per-Kristian Halvorsen For Against Management 1f Elect Director Mary T. McDowell For For Management 1g Elect Director Lorrie M. Norrington For For Management 1h Elect Director Stacy J. Smith For For Management 1i Elect Director Steven M. West For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- BECTON, DICKINSON AND COMPANY Ticker: BDX Security ID: 075887109 Meeting Date: JAN 29, 2013 Meeting Type: Annual Record Date: DEC 07, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Basil L. Anderson For For Management 1.2 Elect Director Henry P. Becton, Jr. For For Management 1.3 Elect Director Catherine M. Burzik For For Management 1.4 Elect Director Edward F. DeGraan For For Management 1.5 Elect Director Vincent A. Forlenza For For Management 1.6 Elect Director Claire M. Fraser For For Management 1.7 Elect Director Christopher Jones For For Management 1.8 Elect Director Marshall O. Larsen For For Management 1.9 Elect Director Adel A.F. Mahmoud For For Management 1.10 Elect Director Gary A. Mecklenburg For For Management 1.11 Elect Director James F. Orr For For Management 1.12 Elect Director Willard J. Overlock, Jr. For For Management 1.13 Elect Director Rebecca W. Rimel For For Management 1.14 Elect Director Bertram L. Scott For For Management 1.15 Elect Director Alfred Sommer For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Rescind Fair Price Provision For For Management 5 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- CHURCH & DWIGHT CO., INC. Ticker: CHD Security ID: 171340102 Meeting Date: MAY 02, 2013 Meeting Type: Annual Record Date: MAR 04, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Bradley C. Irwin For For Management 1b Elect Director Penry W. Price For For Management 1c Elect Director Arthur B. Winkleblack 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 -------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Ticker: CSCO Security ID: 17275R102 Meeting Date: NOV 15, 2012 Meeting Type: Annual Record Date: SEP 17, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Carol A. Bartz For For Management 1b Elect Director Marc Benioff For For Management 1c Elect Director M. Michele Burns For For Management 1d Elect Director Michael D. Capellas For For Management 1e Elect Director Larry R. Carter For For Management 1f Elect Director John T. Chambers For For Management 1g Elect Director Brian L. Halla For For Management 1h Elect Director John L. Hennessy For For Management 1i Elect Director Kristina M. Johnson For For Management 1j Elect Director Richard M. Kovacevich For For Management 1k Elect Director Roderick C. McGeary For For Management 1l Elect Director Arun Sarin For For Management 1m Elect Director Steven M. West For For Management 2 Amend Executive Incentive Bonus Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify Auditors For For Management 5 Require Independent Board Chairman Against Against Shareholder 6 Report on Eliminating Conflict Against Against Shareholder Minerals from Supply Chain -------------------------------------------------------------------------------- CME GROUP INC. Ticker: CME Security ID: 12572Q105 Meeting Date: MAY 22, 2013 Meeting Type: Annual Record Date: MAR 27, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Terrence A. Duffy For For Management 1.2 Elect Director Charles P. Carey For For Management 1.3 Elect Director Mark E. Cermak For For Management 1.4 Elect Director Martin J. Gepsman For For Management 1.5 Elect Director Leo Melamed For For Management 1.6 Elect Director Joseph Niciforo For For Management 1.7 Elect Director C.C. Odom, II For For Management 1.8 Elect Director John F. Sandner For For Management 1.9 Elect Director Dennis A. Suskind For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Proxy Access Against Against Shareholder -------------------------------------------------------------------------------- COLGATE-PALMOLIVE COMPANY Ticker: CL Security ID: 194162103 Meeting Date: MAY 10, 2013 Meeting Type: Annual Record Date: MAR 11, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Nikesh Arora For For Management 1b Elect Director John T. Cahill For For Management 1c Elect Director Ian Cook For For Management 1d Elect Director Helene D. Gayle For For Management 1e Elect Director Ellen M. Hancock For For Management 1f Elect Director Joseph Jimenez For For Management 1g Elect Director Richard J. Kogan For For Management 1h Elect Director Delano E. Lewis For For Management 1i Elect Director J. Pedro Reinhard For For Management 1j Elect Director Stephen I. Sadove 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 Against Management 5 Adopt Share Retention Policy For Against Against Shareholder Senior Executives -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- DANAHER CORPORATION Ticker: DHR Security ID: 235851102 Meeting Date: MAY 07, 2013 Meeting Type: Annual Record Date: MAR 08, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Donald J. Ehrlich For For Management 1.2 Elect Director Linda Hefner Filler For For Management 1.3 Elect Director Teri List-Stoll For For Management 1.4 Elect Director Walter G. Lohr, Jr. For For Management 1.5 Elect Director Steven M. Rales For For Management 1.6 Elect Director John T. Schwieters For For Management 1.7 Elect Director Alan G. Spoon 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 Stock Retention/Holding Period Against Against Shareholder 6 Report on Political Contributions Against For Shareholder -------------------------------------------------------------------------------- DANONE Ticker: BN Security ID: F12033134 Meeting Date: APR 25, 2013 Meeting Type: Annual/Special Record Date: APR 19, 2013 # 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 1.45 per Share 4 Relect Franck Riboud as Director For For Management 5 Relect Emmanuel Faber as Director For For Management 6 Approve Auditors' Special Report For For Management Regarding New Related-Party Transactions 7 Approve Transaction with J.P. Morgan For For Management 8 Approve Severance Payment Agreement For For Management with Franck Riboud 9 Approve Severance Payment Agreement For For Management with Emmanuel Faber 10 Approve Remuneration of Directors in For For Management the Aggregate Amount of EUR 800,000 11 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 12 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 55.3 Million 13 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 23.6 Million 14 Authorize Board to Increase Capital in For For Management the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above 15 Authorize Capital Increase of Up to For For Management EUR 15.7 Million for Future Exchange Offers 16 Authorize Capital Increase of up to 10 For For Management Percent of Issued Capital for Future Acquisitions 17 Authorize Capitalization of Reserves For For Management of Up to EUR 40.7 Million for Bonus Issue or Increase in Par Value 18 Approve Employee Stock Purchase Plan For For Management 19 Authorize up to 0.2 Percent of Issued For For Management Capital for Use in Restricted Stock Plan 20 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 21 Amend Article 5 of Bylaws Re: For For Management Company's Duration 22 Amend Article 22.II of Bylaws Re: For For Management Proxy Voting 23 Amend Article 24.I of Bylaws Re: For For Management Convening of General Meetings 24 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- DENTSPLY INTERNATIONAL INC. Ticker: XRAY Security ID: 249030107 Meeting Date: MAY 22, 2013 Meeting Type: Annual Record Date: MAR 25, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Paula H. Cholmondeley For For Management 1b Elect Director Michael J. Coleman For For Management 1c Elect Director John C. Miles, II For For Management 1d Elect Director John L. Miclot 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 Report on Political Contributions Against For Shareholder -------------------------------------------------------------------------------- DIAGEO PLC Ticker: DGE Security ID: G42089113 Meeting Date: OCT 17, 2012 Meeting Type: Annual Record Date: OCT 15, 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 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 Elect Ho KwonPing as Director For For Management 14 Elect Ivan Menezes as Director For For Management 15 Reappoint KPMG Audit plc as Auditors For For Management 16 Authorise Board to Fix Remuneration of For For Management Auditors 17 Authorise Issue of Equity with For For Management Pre-emptive Rights 18 Authorise Issue of Equity without For For Management Pre-emptive Rights 19 Authorise Market Purchase of Ordinary For For Management Shares 20 Authorise EU Political Donations and For For Management Expenditure 21 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- DIRECTV Ticker: DTV Security ID: 25490A309 Meeting Date: MAY 02, 2013 Meeting Type: Annual Record Date: MAR 04, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Neil Austrian For For Management 1b Elect Director Ralph Boyd, Jr. For For Management 1c Elect Director Abelardo Bru For For Management 1d Elect Director David Dillon For For Management 1e Elect Director Samuel DiPiazza, Jr. For For Management 1f Elect Director Dixon Doll For For Management 1g Elect Director Charles Lee For For Management 1h Elect Director Peter Lund For For Management 1i Elect Director Nancy Newcomb For For Management 1j Elect Director Lorrie Norrington For For Management 1k Elect Director Michael White For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Pro-rata Vesting of Equity Awards Against For Shareholder 5 Require Independent Board Chairman Against Against Shareholder 6 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- DISCOVERY COMMUNICATIONS, INC. Ticker: DISCA Security ID: 25470F104 Meeting Date: MAY 14, 2013 Meeting Type: Annual Record Date: MAR 21, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Paul A. Gould For Withhold Management 1.2 Elect Director John S. Hendricks For For Management 1.3 Elect Director M. LaVoy Robison For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For Against Management -------------------------------------------------------------------------------- EBAY INC. Ticker: EBAY Security ID: 278642103 Meeting Date: APR 18, 2013 Meeting Type: Annual Record Date: MAR 13, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director David M. Moffett For For Management 1b Elect Director Richard T. Schlosberg, For For Management III 1c Elect Director Thomas J. Tierney For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Report on Lobbying Payments and Policy Against For Shareholder 4 Report on Privacy and Data Security Against Against Shareholder 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- EMC CORPORATION Ticker: EMC Security ID: 268648102 Meeting Date: MAY 01, 2013 Meeting Type: Annual Record Date: MAR 01, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Michael W. Brown For For Management 1b Elect Director Randolph L. Cowen For For Management 1c Elect Director Gail Deegan For For Management 1d Elect Director James S. DiStasio For For Management 1e Elect Director John R. Egan For For Management 1f Elect Director Edmund F. Kelly For For Management 1g Elect Director Judith A. Miscik For For Management 1h Elect Director Windle B. Priem For For Management 1i Elect Director Paul Sagan For For Management 1j Elect Director David N. Strohm For For Management 1k Elect Director Joseph M. Tucci 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 Qualified Employee Stock For Against Management Purchase Plan 6 Provide Right to Act by Written Consent For For Management 7 Require Consistency with Corporate Against Against Shareholder Values and Report on Political Contributions -------------------------------------------------------------------------------- EXPEDITORS INTERNATIONAL OF WASHINGTON, INC. Ticker: EXPD Security ID: 302130109 Meeting Date: MAY 01, 2013 Meeting Type: Annual Record Date: MAR 07, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Peter J. Rose For For Management 2 Elect Director Robert R. Wright For For Management 3 Elect Director Mark A. Emmert For For Management 4 Elect Director R. Jordan Gates For For Management 5 Elect Director Dan P. Kourkoumelis For For Management 6 Elect Director Michael J. Malone For For Management 7 Elect Director John W. Meisenbach For For Management 8 Elect Director Liane J. Pelletier For For Management 9 Elect Director James L.k. Wang For For Management 10 Elect Director Tay Yoshitani For For Management 11 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 12 Approve Stock Option Plan For For Management 13 Ratify Auditors For For Management 14 Stock Retention Against Against Shareholder -------------------------------------------------------------------------------- EXPRESS SCRIPTS HOLDING COMPANY Ticker: ESRX Security ID: 30219G108 Meeting Date: MAY 09, 2013 Meeting Type: Annual Record Date: MAR 11, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Gary G. Benanav For Against Management 1b Elect Director Maura C. Breen For Against Management 1c Elect Director William J. DeLaney For Against Management 1d Elect Director Nicholas J. LaHowchic For Against Management 1e Elect Director Thomas P. Mac Mahon For Against Management 1f Elect Director Frank Mergenthaler For Against Management 1g Elect Director Woodrow A. Myers, Jr. For Against Management 1h Elect Director John O. Parker, Jr. For Against Management 1i Elect Director George Paz For Against Management 1j Elect Director William L. Roper For Against Management 1k Elect Director Samuel K. Skinner For Against Management 1l Elect Director Seymour Sternberg For Against Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- FRANKLIN RESOURCES, INC. Ticker: BEN Security ID: 354613101 Meeting Date: MAR 13, 2013 Meeting Type: Annual Record Date: JAN 16, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Samuel H. Armacost For For Management 1b Elect Director Peter K. Barker For For Management 1c Elect Director Charles Crocker For For Management 1d Elect Director Charles B. Johnson For For Management 1e Elect Director Gregory E. Johnson For For Management 1f Elect Director Rupert H. Johnson, Jr. For For Management 1g Elect Director Mark C. Pigott For For Management 1h Elect Director Chutta Ratnathicam For For Management 1i Elect Director Laura Stein For For Management 1j Elect Director Anne M. Tatlock For For Management 1k Elect Director Geoffrey Y. Yang For For Management 2 Ratify Auditors For For Management 3 Institute Procedures to Prevent Against Against Shareholder Investments in Companies that Contribute to Genocide or Crimes Against Humanity -------------------------------------------------------------------------------- GOOGLE INC. Ticker: GOOG Security ID: 38259P508 Meeting Date: JUN 06, 2013 Meeting Type: Annual Record Date: APR 08, 2013 # 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 Report on Reducing Lead Battery Health Against For Shareholder Hazards 4 Approve Recapitalization Plan for all Against For Shareholder Stock to Have One-vote per Share 5 Stock Retention/Holding Period Against Against Shareholder 6 Adopt Policy on Succession Planning Against Against Shareholder -------------------------------------------------------------------------------- INDUSTRIA DE DISENO TEXTIL (INDITEX) Ticker: ITX Security ID: E6282J109 Meeting Date: JUL 17, 2012 Meeting Type: Annual Record Date: JUL 10, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Individual Financial Statements For For Management 2 Approve Consolidated Financial For For Management Statements and Discharge Directors 3 Approve Allocation of Income and For For Management Dividends of EUR 1.80 Per Share 4 Reelect Gartler SL as Director For For Management 5 Ratify Co-option of and Elect Jose For For Management Arnau Sierra as Director 6 Appoint Deloitte as Auditor For For Management 7 Amend Articles of Association For For Management 8 Amend Articles of General Meeting For For Management Regulations 9 Authorize Share Repurchase of up to 10 For For Management Percent 10 Approve Company's Corporate Web Site For For Management 11 Advisory Vote on Remuneration Report For Against Management 12 Receive Amendments to Board of None None Management Directors' Regulations 13 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- INTERNATIONAL BUSINESS MACHINES CORPORATION Ticker: IBM Security ID: 459200101 Meeting Date: APR 30, 2013 Meeting Type: Annual Record Date: MAR 01, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alain J.P. Belda For For Management 1.2 Elect Director William R. Brody For For Management 1.3 Elect Director Kenneth I. Chenault For For Management 1.4 Elect Director Michael L. Eskew For For Management 1.5 Elect Director David N. Farr For For Management 1.6 Elect Director Shirley Ann Jackson For For Management 1.7 Elect Director Andrew N. Liveris For For Management 1.8 Elect Director W. James McNerney, Jr. For For Management 1.9 Elect Director James W. Owens For For Management 1.10 Elect Director Virginia M. Rometty For For Management 1.11 Elect Director Joan E. Spero For For Management 1.12 Elect Director Sidney Taurel For For Management 1.13 Elect Director Lorenzo H. Zambrano 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 For Shareholder 5 Provide Right to Act by Written Consent Against For Shareholder 6 Require Independent Board Chairman Against Against Shareholder 7 Stock Retention/Holding Period Against Against Shareholder -------------------------------------------------------------------------------- JOHNSON & JOHNSON Ticker: JNJ Security ID: 478160104 Meeting Date: APR 25, 2013 Meeting Type: Annual Record Date: FEB 26, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mary Sue Coleman For For Management 1.2 Elect Director James G. Cullen For For Management 1.3 Elect Director Ian E.L. Davis For For Management 1.4 Elect Director Alex Gorsky For For Management 1.5 Elect Director Michael M.E. Johns For For Management 1.6 Elect Director Susan L. Lindquist For For Management 1.7 Elect Director Anne M. Mulcahy For Against Management 1.8 Elect Director Leo F. Mullin For For Management 1.9 Elect Director William D. Perez For For Management 1.10 Elect Director Charles Prince For For Management 1.11 Elect Director A. Eugene Washington For For Management 1.12 Elect Director Ronald A. Williams For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management 4 Stock Retention/Holding Period Against Against Shareholder 5 Screen Political Contributions for Against Against Shareholder Consistency with Corporate Values 6 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- JOHNSON CONTROLS, INC. Ticker: JCI Security ID: 478366107 Meeting Date: JAN 23, 2013 Meeting Type: Annual Record Date: NOV 15, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David P. Abney For For Management 1.2 Elect Director Julie L. Bushman For For Management 1.3 Elect Director Eugenio Clariond For For Management Reyes-Retana 1.4 Elect Director Jeffrey A. Joerres For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors For For Management 4 Approve Omnibus Stock Plan For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Require Independent Board Chairman Against Against Shareholder 7 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- KOHL'S CORPORATION Ticker: KSS Security ID: 500255104 Meeting Date: MAY 16, 2013 Meeting Type: Annual Record Date: MAR 13, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Peter Boneparth For For Management 1b Elect Director Steven A. Burd For For Management 1c Elect Director Dale E. Jones For For Management 1d Elect Director Kevin Mansell For For Management 1e Elect Director John E. Schlifske For For Management 1f Elect Director Frank V. Sica For For Management 1g Elect Director Peter M. Sommerhauser For For Management 1h Elect Director Stephanie A. Streeter For For Management 1i Elect Director Nina G. Vaca For For Management 1j Elect Director Stephen E. Watson For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Adopt Policy on Animal Cruelty Against Against Shareholder 5 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- KUEHNE & NAGEL INTERNATIONAL AG Ticker: KNIN Security ID: H4673L145 Meeting Date: MAY 07, 2013 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 3.50 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 Klaus-Michael Kuehne as For For Management Director 4e Reelect Hans Lerch as Director For For Management 4f Reelect Thomas Staehelin as Director For For Management 4g Reelect Joerg Wolle as Director For For Management 4h Reelect Bernd Wrede as Director For For Management 5 Ratify Ernst & Young AG as Auditors For For Management -------------------------------------------------------------------------------- LVMH MOET HENNESSY LOUIS VUITTON Ticker: MC Security ID: F58485115 Meeting Date: APR 18, 2013 Meeting Type: Annual/Special Record Date: APR 12, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Accept Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Auditors' Special Report on For Against Management Related-Party Transactions 4 Approve Allocation of Income and For For Management Dividends of EUR 2.90 per Share 5 Reelect Bernard Arnault as Director For For Management 6 Reelect Bernadette Chirac as Director For For Management 7 Reelect Nicholas Clive Worms as For For Management Director 8 Reelect Charles de Croisset as Director For For Management 9 Reelect Francesco Trapani as Director For For Management 10 Reelect Hubert Vedrine as Director For For Management 11 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 12 Approve Reduction in Share Capital via For For Management Cancellation of Repurchased Shares 13 Authorize Capitalization of Reserves For For Management of Up to EUR 50 Million for Bonus Issue or Increase in Par Value 14 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 50 Million 15 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 50 Million 16 Approve Issuance of Shares up to 20 For For Management Percent of Issued Capital Per Year up to EUR 50 Million Reserved for Qualified Investors or Restricted Number of Investors 17 Authorize Board to Set Issue Price for For For Management 10 Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights Under Items 15 and 16 Above 18 Authorize Board to Increase Capital in For For Management the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 15 to 17 19 Authorize Capital Increase of Up to For For Management EUR 50 Million for Future Exchange Offers 20 Authorize Capital Increase of up to 10 For For Management Percent of Issued Capital for Future Acquisitions 21 Approve Employee Stock Purchase Plan For For Management 22 Set Total Limit for Capital Increase For For Management to Result from All Issuance Requests at EUR 50 Million 23 Authorize up to 1 Percent of Issued For For Management Capital for Use in Restricted Stock Plan 24 Amend Article 18 and 29 of Bylaws Re: For Against Management Related-Party Transactions, Stock Dividend Program -------------------------------------------------------------------------------- MASTERCARD INCORPORATED Ticker: MA Security ID: 57636Q104 Meeting Date: JUN 18, 2013 Meeting Type: Annual Record Date: APR 19, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Richard Haythornthwaite For For Management 1b Elect Director Ajay Banga For For Management 1c Elect Director Silvio Barzi For For Management 1d Elect Director David R. Carlucci For For Management 1e Elect Director Steven J. Freiberg For For Management 1f Elect Director Nancy J. Karch For For Management 1g Elect Director Marc Olivie For For Management 1h Elect Director Rima Qureshi For For Management 1i Elect Director Jose Octavio Reyes For For Management Lagunes 1j Elect Director Mark Schwartz For For Management 1k Elect Director Jackson P. Tai For For Management 1l Elect Director Edward Suning Tian For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- MCDONALD'S CORPORATION Ticker: MCD Security ID: 580135101 Meeting Date: MAY 23, 2013 Meeting Type: Annual Record Date: MAR 25, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Walter E. Massey For For Management 1b Elect Director John W. Rogers, Jr. For For Management 1c Elect Director Roger W. Stone For For Management 1d Elect Director Miles D. White For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management 4 Report on Pay Disparity Against Against Shareholder 5 Stock Retention/Holding Period Against Against Shareholder 6 Report on Human Rights Risk Assessment Against For Shareholder Process 7 Report on Nutrition Initiatives and Against Against Shareholder Childhood Obesity Concerns -------------------------------------------------------------------------------- MEAD JOHNSON NUTRITION COMPANY Ticker: MJN Security ID: 582839106 Meeting Date: APR 30, 2013 Meeting Type: Annual Record Date: MAR 15, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Steven M. Altschuler For For Management 1b Elect Director Howard B. Bernick For For Management 1c Elect Director Kimberly A. Casiano For For Management 1d Elect Director Anna C. Catalano For For Management 1e Elect Director Celeste A. Clark For For Management 1f Elect Director James M. Cornelius For For Management 1g Elect Director Stephen W. Golsby For For Management 1h Elect Director Peter Kasper Jakobsen For For Management 1i Elect Director Peter G. Ratcliffe For For Management 1j Elect Director Elliott Sigal For For Management 1k Elect Director Robert S. Singer For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- METTLER-TOLEDO INTERNATIONAL INC. Ticker: MTD Security ID: 592688105 Meeting Date: MAY 02, 2013 Meeting Type: Annual Record Date: MAR 04, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert F. Spoerry For For Management 1.2 Elect Director Wah-Hui Chu For For Management 1.3 Elect Director Francis A. Contino For For Management 1.4 Elect Director Olivier A. Filliol For For Management 1.5 Elect Director Michael A. Kelly For For Management 1.6 Elect Director Martin D. Madaus For For Management 1.7 Elect Director Hans Ulrich Maerki For For Management 1.8 Elect Director George M. Milne, Jr. 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 -------------------------------------------------------------------------------- MICROCHIP TECHNOLOGY INCORPORATED Ticker: MCHP Security ID: 595017104 Meeting Date: AUG 17, 2012 Meeting Type: Annual Record Date: JUN 22, 2012 # 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 Omnibus Stock Plan For For Management 3 Approve Conversion of Securities For For Management 4 Ratify Auditors For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- MONSANTO COMPANY Ticker: MON Security ID: 61166W101 Meeting Date: JAN 31, 2013 Meeting Type: Annual Record Date: DEC 03, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director David L. Chicoine For For Management 1b Elect Director Arthur H. Harper For For Management 1c Elect Director Gwendolyn S. King For For Management 1d Elect Director Jon R. Moeller 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 Report on Risk of Genetically Against Against Shareholder Engineered Products -------------------------------------------------------------------------------- MSCI INC. Ticker: MSCI Security ID: 55354G100 Meeting Date: MAY 01, 2013 Meeting Type: Annual Record Date: MAR 06, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Benjamin F. duPont For For Management 1.2 Elect Director Henry A. Fernandez For For Management 1.3 Elect Director Alice W. Handy For For Management 1.4 Elect Director Catherine R. Kinney For For Management 1.5 Elect Director Linda H. Riefler For For Management 1.6 Elect Director George W. Siguler For For Management 1.7 Elect Director Patrick Tierney For For Management 1.8 Elect Director Rodolphe M. Vallee For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- NATIONAL OILWELL VARCO, INC. Ticker: NOV Security ID: 637071101 Meeting Date: MAY 22, 2013 Meeting Type: Annual Record Date: APR 01, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1A Elect Director Merrill A. Miller, Jr. For For Management 1B Elect Director Greg L. Armstrong For For Management 1C Elect Director Ben A. Guill For For Management 1D Elect Director David D. Harrison For For Management 1E Elect Director Roger L. Jarvis For For Management 1F Elect Director Eric L. Mattson 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 For Management 5 Approve Executive Incentive Bonus Plan For For Management -------------------------------------------------------------------------------- NIKE, INC. Ticker: NKE Security ID: 654106103 Meeting Date: SEP 20, 2012 Meeting Type: Annual Record Date: JUL 23, 2012 # 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 For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Increase Authorized Common Stock For For Management 4 Amend Executive Incentive Bonus Plan For For Management 5 Ratify Auditors For For Management 6 Report on Political Contributions Against For Shareholder -------------------------------------------------------------------------------- OCCIDENTAL PETROLEUM CORPORATION Ticker: OXY Security ID: 674599105 Meeting Date: MAY 03, 2013 Meeting Type: Annual Record Date: MAR 13, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Spencer Abraham For Against Management 1.2 Elect Director Howard I. Atkins For Against Management 1.3 Elect Director Stephen I. Chazen For For Management 1.4 Elect Director Edward P. Djerejian For Against Management 1.5 Elect Director John E. Feick For Against Management 1.6 Elect Director Margaret M. Foran For Against Management 1.7 Elect Director Carlos M. Gutierrez For Against Management 1.8 Elect Director Ray R. Irani For Against Management 1.9 Elect Director Avedick B. Poladian For Against Management 1.10 Elect Director Aziz D. Syriani For Against Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify Auditors For For Management 4 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- OMNICOM GROUP INC. Ticker: OMC Security ID: 681919106 Meeting Date: MAY 21, 2013 Meeting Type: Annual Record Date: APR 02, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John D. Wren For For Management 1.2 Elect Director Bruce Crawford For For Management 1.3 Elect Director Alan R. Batkin For For Management 1.4 Elect Director Mary C. Choksi For For Management 1.5 Elect Director Robert Charles Clark For For Management 1.6 Elect Director Leonard S. Coleman, Jr. For For Management 1.7 Elect Director Errol M. Cook For For Management 1.8 Elect Director Susan S. Denison For For Management 1.9 Elect Director Michael A. Henning For For Management 1.10 Elect Director John R. Murphy For For Management 1.11 Elect Director John R. Purcell For For Management 1.12 Elect Director Linda Johnson Rice For For Management 1.13 Elect Director Gary L. Roubos For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Prepare Employment Diversity Report Against For Shareholder 6 Stock Retention Against Against Shareholder -------------------------------------------------------------------------------- ORACLE CORPORATION Ticker: ORCL Security ID: 68389X105 Meeting Date: NOV 07, 2012 Meeting Type: Annual Record Date: SEP 10, 2012 # 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 Elect Director Naomi O. Seligman For Withhold Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Amend Non-Employee Director Stock For Against Management Option Plan 4 Ratify Auditors For For Management 5 Adopt Multiple Performance Metrics Against Against Shareholder Under Executive Incentive Plans 6 Require Independent Board Chairman Against For Shareholder 7 Adopt Retention Ratio for Against Against Shareholder Executives/Directors 8 Pro-rata Vesting of Equity Awards Against Against Shareholder -------------------------------------------------------------------------------- PATTERSON COMPANIES, INC. Ticker: PDCO Security ID: 703395103 Meeting Date: SEP 10, 2012 Meeting Type: Annual Record Date: JUL 13, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Scott P. Anderson For For Management 1.2 Elect Director Ellen A. Rudnick For For Management 1.3 Elect Director Harold C. Slavkin For For Management 1.4 Elect Director James W. Wiltz For For Management 1.5 Elect Director Jody H. Feragen For For Management 2 Declassify the Board of Directors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Amend Qualified Employee Stock For For Management Purchase Plan 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Ratify Auditors For For Management 7 Restore or Provide for Cumulative Against Against Shareholder Voting -------------------------------------------------------------------------------- PEPSICO, INC. Ticker: PEP Security ID: 713448108 Meeting Date: MAY 01, 2013 Meeting Type: Annual Record Date: MAR 07, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Shona L. Brown For For Management 1.2 Elect Director George W. Buckley For For Management 1.3 Elect Director Ian M. Cook For For Management 1.4 Elect Director Dina Dublon For For Management 1.5 Elect Director Victor J. Dzau For For Management 1.6 Elect Director Ray L. Hunt For For Management 1.7 Elect Director Alberto Ibarguen For For Management 1.8 Elect Director Indra K. Nooyi For For Management 1.9 Elect Director Sharon Percy Rockefeller For For Management 1.10 Elect Director James J. Schiro For For Management 1.11 Elect Director Lloyd G. Trotter For For Management 1.12 Elect Director Daniel Vasella For For Management 1.13 Elect Director Alberto Weisser For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- PRAXAIR, INC. Ticker: PX Security ID: 74005P104 Meeting Date: APR 23, 2013 Meeting Type: Annual Record Date: MAR 01, 2013 # 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 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Require Consistency with Corporate Against Against Shareholder Values and Report on Political Contributions 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- PRECISION CASTPARTS CORP. Ticker: PCP Security ID: 740189105 Meeting Date: AUG 14, 2012 Meeting Type: Annual Record Date: JUN 12, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mark Donegan For For Management 1.2 Elect Director Vernon E. Oechsle For For Management 1.3 Elect Director Ulrich Schmidt For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Executive Incentive Bonus Plan For For Management -------------------------------------------------------------------------------- RIO TINTO PLC Ticker: RIO Security ID: G75754104 Meeting Date: APR 18, 2013 Meeting Type: Annual Record Date: APR 16, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Re-elect Robert Brown as Director For For Management 4 Re-elect Vivienne Cox as Director For For Management 5 Re-elect Jan du Plessis as Director For For Management 6 Re-elect Guy Elliott as Director For For Management 7 Re-elect Michael Fitzpatrick as For For Management Director 8 Re-elect Ann Godbehere as Director For For Management 9 Re-elect Richard Goodmanson as Director For For Management 10 Re-elect Lord Kerr as Director For For Management 11 Re-elect Chris Lynch as Director For For Management 12 Re-elect Paul Tellier as Director For For Management 13 Re-elect John Varley as Director For For Management 14 Re-elect Sam Walsh as Director For For Management 15 Reappoint PricewaterhouseCoopers LLP For For Management as Auditors 16 Authorise the Audit Committee to Fix For For Management Remuneration of Auditors 17 Approve Performance Share Plan For For Management 18 Authorise Issue of Equity with For For Management Pre-emptive Rights 19 Authorise Issue of Equity without For For Management Pre-emptive Rights 20 Authorise Market Purchase of Ordinary For For Management Shares 21 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- SCHLUMBERGER LIMITED Ticker: SLB Security ID: 806857108 Meeting Date: APR 10, 2013 Meeting Type: Annual Record Date: FEB 20, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Peter L.S. Currie For For Management 1b Elect Director Tony Isaac For For Management 1c Elect Director K. Vaman Kamath For For Management 1d Elect Director Paal Kibsgaard For For Management 1e Elect Director Nikolay Kudryavtsev For For Management 1f Elect Director Adrian Lajous For For Management 1g Elect Director Michael E. Marks For For Management 1h Elect Director Lubna S. Olayan For For Management 1i Elect Director L. Rafael Reif For For Management 1j Elect Director Tore I. Sandvold For For Management 1k 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 Approve Omnibus Stock Plan For For Management 6 Amend Employee Stock Purchase Plan For For Management -------------------------------------------------------------------------------- SENSATA TECHNOLOGIES HOLDING N.V. Ticker: 9ST Security ID: N7902X106 Meeting Date: MAY 22, 2013 Meeting Type: Annual Record Date: APR 24, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Thomas Wroe, Jr. as Director For For Management 1.2 Elect Martha Sullivan as Director For For Management 1.3 Elect Lewis B. Campbell as Director For For Management 1.4 Elect Paul Edgerley as Director For For Management 1.5 Elect Michael J. Jacobson as Director For For Management 1.6 Elect John Lewis as Director For For Management 1.7 Elect Charles W. Peffer as Director For For Management 1.8 Elect Kirk P. Pond as Director For For Management 1.9 Elect Michael Ward as Director For For Management 1.10 Elect Stephen Zide as Director For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Approve Financial Statements and For For Management Statutory Reports for Fiscal Year 2012 4 Approve Discharge of Board For For Management 5 Approve Remuneration of Supervisory For For Management Board 6 Grant Board Authority to Repurchase For For Management Shares 7 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- ST. JUDE MEDICAL, INC. Ticker: STJ Security ID: 790849103 Meeting Date: MAY 02, 2013 Meeting Type: Annual Record Date: MAR 05, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Stuart M. Essig For For Management 1b Elect Director Barbara B. Hill For For Management 1c Elect Director Michael A. Rocca For For Management 2 Declassify the Board of Directors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- TAIWAN SEMICONDUCTOR MANUFACTURING CO., LTD. Ticker: 2330 Security ID: 874039100 Meeting Date: JUN 11, 2013 Meeting Type: Annual Record Date: APR 15, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Business Operations Report and For For Management Financial Statements 2 Approve Plan on Profit Distribution For For Management 3 Approve Amendments to Procedures For For Management Governing the Acquisition or Disposal of Assets, Lending Funds to Other Parties, and Endorsement and Guarantees 4 Transact Other Business (Non-Voting) None None Management -------------------------------------------------------------------------------- TARGET CORPORATION Ticker: TGT Security ID: 87612E106 Meeting Date: JUN 12, 2013 Meeting Type: Annual Record Date: APR 15, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Roxanne S. Austin For For Management 1b Elect Director Douglas M. Baker, Jr. For For Management 1c Elect Director Henrique De Castro For For Management 1d Elect Director Calvin Darden For For Management 1e Elect Director Mary N. Dillon For For Management 1f Elect Director James A. Johnson For For Management 1g Elect Director Mary E. Minnick For For Management 1h Elect Director Anne M. Mulcahy For For Management 1i Elect Director Derica W. Rice For For Management 1j Elect Director Gregg W. Steinhafel For For Management 1k Elect Director John G. Stumpf For For Management 1l Elect Director Solomon D. Trujillo For For 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 Report on Electronics Recycling and Against Against Shareholder Preventing E-Waste Export -------------------------------------------------------------------------------- THE CHARLES SCHWAB CORPORATION Ticker: SCHW Security ID: 808513105 Meeting Date: MAY 16, 2013 Meeting Type: Annual Record Date: MAR 18, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Stephen A. Ellis For For Management 1b Elect Director Arun Sarin For For Management 1c Elect Director Charles R. Schwab For For Management 1d Elect Director Paula A. Sneed 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 5 Report on Political Contributions Against For Shareholder 6 Adopt Proxy Access Right Against Against Shareholder -------------------------------------------------------------------------------- THE PROCTER & GAMBLE COMPANY Ticker: PG Security ID: 742718109 Meeting Date: OCT 09, 2012 Meeting Type: Annual Record Date: AUG 10, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Angela F. Braly For For Management 1.2 Elect Director Kenneth I. Chenault For For Management 1.3 Elect Director Scott D. Cook For For Management 1.4 Elect Director Susan Desmond-Hellmann For For Management 1.5 Elect Director Robert A. McDonald For For Management 1.6 Elect Director W. James McNerney, Jr. For For Management 1.7 Elect Director Johnathan A. Rodgers For For Management 1.8 Elect Director Margaret C. Whitman For For Management 1.9 Elect Director Mary Agnes Wilderotter For For Management 1.10 Elect Director Patricia A. Woertz For For Management 1.11 Elect Director Ernesto Zedillo For For Management 2 Ratify Auditors 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 Report on Adopting Extended Producer Against Against Shareholder Responsibility Policy 6 Reduce Supermajority Vote Requirement Against For Shareholder -------------------------------------------------------------------------------- THE WALT DISNEY COMPANY Ticker: DIS Security ID: 254687106 Meeting Date: MAR 06, 2013 Meeting Type: Annual Record Date: JAN 07, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.a Elect Director Susan E. Arnold For For Management 1.b Elect Director John S. Chen For For Management 1.c Elect Director Judith L. Estrin For For Management 1.d Elect Director Robert A. Iger For For Management 1.e Elect Director Fred H. Langhammer For For Management 1.f Elect Director Aylwin B. Lewis For For Management 1.g Elect Director Monica C. Lozano For For Management 1.h Elect Director Robert W. Matschullat For For Management 1.i Elect Director Sheryl K. Sandberg For For Management 1.j Elect Director Orin C. Smith For For Management 2 Ratify Auditors For For Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 5 Adopt Proxy Access Right Against For Shareholder 6 Require Independent Board Chairman Against For Shareholder -------------------------------------------------------------------------------- THERMO FISHER SCIENTIFIC INC. Ticker: TMO Security ID: 883556102 Meeting Date: MAY 22, 2013 Meeting Type: Annual Record Date: APR 01, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director C. Martin Harris For For Management 1b Elect Director Judy C. Lewent For For Management 1c Elect Director Jim P. Manzi For For Management 1d Elect Director Lars R. Sorensen For For Management 1e Elect Director Elaine S. Ullian For For Management 1f Elect Director Marc N. Casper For For Management 1g Elect Director Nelson J. Chai For For Management 1h Elect Director Tyler Jacks For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Approve Omnibus Stock Plan For For Management 4 Approve Executive Incentive Bonus Plan For For Management 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- TIME WARNER INC. Ticker: TWX Security ID: 887317303 Meeting Date: MAY 23, 2013 Meeting Type: Annual Record Date: MAR 25, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James L. Barksdale For For Management 1.2 Elect Director William P. Barr For For Management 1.3 Elect Director Jeffrey L. Bewkes For For Management 1.4 Elect Director Stephen F. Bollenbach For For Management 1.5 Elect Director Robert C. Clark For For Management 1.6 Elect Director Mathias Dopfner For For Management 1.7 Elect Director Jessica P. Einhorn For For Management 1.8 Elect Director Fred Hassan For For Management 1.9 Elect Director Kenneth J. Novack For For Management 1.10 Elect Director Paul D. Wachter For For Management 1.11 Elect Director Deborah C. Wright 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 -------------------------------------------------------------------------------- UNITED TECHNOLOGIES CORPORATION Ticker: UTX Security ID: 913017109 Meeting Date: APR 29, 2013 Meeting Type: Annual Record Date: MAR 01, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Louis R. Chenevert For For Management 1b Elect Director John V. Faraci For For Management 1c Elect Director Jean-Pierre Garnier For For Management 1d Elect Director Jamie S. Gorelick For For Management 1e Elect Director Edward A. Kangas For For Management 1f Elect Director Ellen J. Kullman For For Management 1g Elect Director Marshall O. Larsen For For Management 1h Elect Director Harold McGraw, III For For Management 1i Elect Director Richard B. Myers For For Management 1j Elect Director H. Patrick Swygert For For Management 1k Elect Director Andre Villeneuve For For Management 1l Elect Director Christine Todd Whitman For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- VERISK ANALYTICS, INC. Ticker: VRSK Security ID: 92345Y106 Meeting Date: MAY 15, 2013 Meeting Type: Annual Record Date: MAR 18, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John F. Lehman, Jr. For For Management 1.2 Elect Director Andrew G. Mills For For Management 1.3 Elect Director Constantine P. Iordanou For For Management 1.4 Elect Director Scott G. Stephenson For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Approve Omnibus Stock Plan For For Management 4 Approve Executive Incentive Bonus Plan For For Management 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- VISA INC. Ticker: V Security ID: 92826C839 Meeting Date: JAN 30, 2013 Meeting Type: Annual Record Date: DEC 04, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Gary P. Coughlan For For Management 1b Elect Director Mary B. Cranston For For Management 1c Elect Director Francisco Javier For For Management Fernandez-Carbajal 1d Elect Director Robert W. Matschullat For For Management 1e Elect Director Cathy E. Minehan For For Management 1f Elect Director Suzanne Nora Johnson For For Management 1g Elect Director David J. Pang For For Management 1h Elect Director Joseph W. Saunders For For Management 1i Elect Director Charles W. Scharf For For Management 1j Elect Director William S. Shanahan For For Management 1k Elect Director John A. Swainson 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 -------------------------------------------------------------------------------- W.W. GRAINGER, INC. Ticker: GWW Security ID: 384802104 Meeting Date: APR 24, 2013 Meeting Type: Annual Record Date: MAR 04, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Brian P. Anderson For For Management 1.2 Elect Director V. Ann Hailey For For Management 1.3 Elect Director William K. Hall For For Management 1.4 Elect Director Stuart L. Levenick For For Management 1.5 Elect Director John W. McCarter, Jr. For For Management 1.6 Elect Director Neil S. Novich For For Management 1.7 Elect Director Michael J. Roberts For For Management 1.8 Elect Director Gary L. Rogers For For Management 1.9 Elect Director James T. Ryan For For Management 1.10 Elect Director E. Scott Santi For For Management 1.11 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, 2013 Meeting Type: Annual Record Date: MAR 15, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joshua Bekenstein For For Management 1.2 Elect Director Michael 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 Laurie 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 ========== 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 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.