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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)
111 Huntington Avenue, Boston, Massachusetts 02199
(Address of principal executive offices) (Zip code)
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Susan A. Pereira
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: April 30 and October 31*
Date of reporting period: July 1, 2014 - June 30, 2015
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* 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.
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ITEM 1. PROXY VOTING RECORD.
******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-21780
Reporting Period: 07/01/2014 - 06/30/2015
MFS Series Trust XII
======================== MFS Equity Opportunities Fund =========================
ABBVIE INC.
Ticker: ABBV Security ID: 00287Y109
Meeting Date: MAY 08, 2015 Meeting Type: Annual
Record Date: MAR 11, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Roxanne S. Austin For For Management
1.2 Elect Director Richard A. Gonzalez For For Management
1.3 Elect Director Glenn F. Tilton For Withhold Management
2 Ratify Ernst & Young LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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ALLISON TRANSMISSION HOLDINGS, INC.
Ticker: ALSN Security ID: 01973R101
Meeting Date: MAY 14, 2015 Meeting Type: Annual
Record Date: MAR 16, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Lawrence E. Dewey For For Management
1.2 Elect Director Thomas W. Rabaut For For Management
1.3 Elect Director Richard V. Reynolds For For Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
3 Approve Omnibus Stock Plan For For Management
4 Approve Executive Incentive Bonus Plan For For Management
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AMERICAN ELECTRIC POWER COMPANY, INC.
Ticker: AEP Security ID: 025537101
Meeting Date: APR 21, 2015 Meeting Type: Annual
Record Date: FEB 23, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Nicholas K. Akins For For Management
1.2 Elect Director David J. Anderson For For Management
1.3 Elect Director J. Barnie Beasley, Jr. For For Management
1.4 Elect Director Ralph D. Crosby, Jr. For For Management
1.5 Elect Director Linda A. Goodspeed For For Management
1.6 Elect Director Thomas E. Hoaglin For For Management
1.7 Elect Director Sandra Beach Lin For For Management
1.8 Elect Director Richard C. Notebaert For For Management
1.9 Elect Director Lionel L. Nowell, III For For Management
1.10 Elect Director Stephen S. Rasmussen For For Management
1.11 Elect Director Oliver G. Richard, III For For Management
1.12 Elect Director Sara Martinez Tucker For For Management
2 Ratify Deloitte & Touche LLP as For For Management
Auditors
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Approve Omnibus Stock Plan For For Management
5 Eliminate Fair Price Provision For For Management
6 Eliminate Supermajority Vote For For Management
Requirement
7 Adopt Proxy Access Right Against For Shareholder
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AMERICAN INTERNATIONAL GROUP, INC.
Ticker: AIG Security ID: 026874784
Meeting Date: MAY 13, 2015 Meeting Type: Annual
Record Date: MAR 18, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director W. Don Cornwell For For Management
1b Elect Director Peter R. Fisher For For Management
1c Elect Director John H. Fitzpatrick For For Management
1d Elect Director Peter D. Hancock For For Management
1e Elect Director William G. Jurgensen For For Management
1f Elect Director Christopher S. Lynch For For Management
1g Elect Director George L. Miles, Jr. For For Management
1h Elect Director Henry S. Miller For For Management
1i Elect Director Robert S. Miller For For Management
1j Elect Director Suzanne Nora Johnson For For Management
1k Elect Director Ronald A. Rittenmeyer For For Management
1l Elect Director Douglas M. Steenland For For Management
1m Elect Director Theresa M. Stone For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
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ASPEN TECHNOLOGY, INC.
Ticker: AZPN Security ID: 045327103
Meeting Date: DEC 04, 2014 Meeting Type: Annual
Record Date: OCT 10, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Joan C. McArdle For For Management
1.2 Elect Director Simon J. Orebi Gann For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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AUTOZONE, INC.
Ticker: AZO Security ID: 053332102
Meeting Date: DEC 18, 2014 Meeting Type: Annual
Record Date: OCT 20, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Douglas H. Brooks For For Management
1.2 Elect Director Linda A. Goodspeed For For Management
1.3 Elect Director Sue E. Gove For For Management
1.4 Elect Director Earl G. Graves, Jr. For For Management
1.5 Elect Director Enderson Guimaraes For For Management
1.6 Elect Director J. R. Hyde, III For For Management
1.7 Elect Director D. Bryan Jordan For For Management
1.8 Elect Director W. Andrew McKenna For For Management
1.9 Elect Director George R. Mrkonic, Jr. For For Management
1.10 Elect Director Luis P. Nieto For For Management
1.11 Elect Director William C. Rhodes, III For For Management
2 Approve Executive Incentive Bonus Plan For For Management
3 Ratify Auditors For For Management
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
5 Report on Political Contributions Against For Shareholder
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BROADCOM CORPORATION
Ticker: BRCM Security ID: 111320107
Meeting Date: MAY 12, 2015 Meeting Type: Annual
Record Date: MAR 16, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Robert J. Finocchio, Jr. For For Management
1b Elect Director Nancy H. Handel For For Management
1c Elect Director Eddy W. Hartenstein For For Management
1d Elect Director Maria M. Klawe For For Management
1e Elect Director John E. Major For For Management
1f Elect Director Scott A. McGregor For For Management
1g Elect Director William T. Morrow For For Management
1h Elect Director Henry Samueli For For Management
1i Elect Director Robert E. Switz For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify KPMG LLP as Auditors For For Management
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CONSTANT CONTACT, INC.
Ticker: CTCT Security ID: 210313102
Meeting Date: JUN 02, 2015 Meeting Type: Annual
Record Date: APR 07, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John Campbell For For Management
1.2 Elect Director Daniel T. H. Nye For For Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
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 29, 2015 Meeting Type: Annual
Record Date: MAR 09, 2015
# 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 Candace H. Duncan For For Management
1.5 Elect Director Cynthia A. Glassman For For Management
1.6 Elect Director Richard H. Lenny For For Management
1.7 Elect Director Thomas G. Maheras For For Management
1.8 Elect Director Michael H. Moskow For For Management
1.9 Elect Director David W. Nelms 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 Deloitte & Touche LLP as For For Management
Auditors
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EDISON INTERNATIONAL
Ticker: EIX Security ID: 281020107
Meeting Date: APR 23, 2015 Meeting Type: Annual
Record Date: FEB 26, 2015
# 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 Theodore F. Craver, Jr. For For Management
1.4 Elect Director Richard T. Schlosberg, For For Management
III
1.5 Elect Director Linda G. Stuntz For For Management
1.6 Elect Director William P. Sullivan For For Management
1.7 Elect Director Ellen O. Tauscher For For Management
1.8 Elect Director Peter J. Taylor For For Management
1.9 Elect Director Brett White For For Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Claw-back of Payments under Against For Shareholder
Restatements
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ELI LILLY AND COMPANY
Ticker: LLY Security ID: 532457108
Meeting Date: MAY 04, 2015 Meeting Type: Annual
Record Date: FEB 27, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1a Elect Director Katherine Baicker For For Management
1.1b Elect Director J. Erik Fyrwald For For Management
1.1c Elect Director Ellen R. Marram For For Management
1.1d Elect Director Jackson P. Tai For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Ernst & Young LLP as Auditors For For Management
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EXPRESS, INC.
Ticker: EXPR Security ID: 30219E103
Meeting Date: JUN 10, 2015 Meeting Type: Annual
Record Date: APR 13, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Michael F. Devine, III For For Management
1b Elect Director David G. Kornberg For For Management
1c Elect Director Mylle H. Mangum For For Management
2 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
3 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
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GRAMERCY PROPERTY TRUST INC.
Ticker: GPT Security ID: 38489R605
Meeting Date: JUN 23, 2015 Meeting Type: Annual
Record Date: APR 24, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Allan J. Baum For For Management
1.2 Elect Director Gordon F. DuGan For For Management
1.3 Elect Director Thomas D. Eckert For For Management
1.4 Elect Director Gregory F. Hughes For For Management
1.5 Elect Director Jeffrey E. Kelter For For Management
1.6 Elect Director Charles S. Laven For For Management
1.7 Elect Director William H. Lenehan For For Management
2 Approve Omnibus Stock Plan For For Management
3 Ratify Ernst & Young LLP as Auditors For For Management
4 Reduce Authorized Common Stock For For Management
5 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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GRAPHIC PACKAGING HOLDING COMPANY
Ticker: GPK Security ID: 388689101
Meeting Date: MAY 20, 2015 Meeting Type: Annual
Record Date: MAR 23, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Paul D. Carrico For For Management
1.2 Elect Director Philip R. Martens For For Management
1.3 Elect Director Lynn A. Wentworth For For Management
2 Ratify Ernst & Young LLP as Auditors For For Management
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GREAT PLAINS ENERGY INCORPORATED
Ticker: GXP Security ID: 391164100
Meeting Date: MAY 05, 2015 Meeting Type: Annual
Record Date: FEB 24, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Terry Bassham For For Management
1.2 Elect Director David L. Bodde For For Management
1.3 Elect Director Randall C. Ferguson, Jr. For For Management
1.4 Elect Director Gary D. Forsee For For Management
1.5 Elect Director Scott D. Grimes For For Management
1.6 Elect Director Thomas D. Hyde For For Management
1.7 Elect Director James A. Mitchell For For Management
1.8 Elect Director Ann D. Murtlow For For Management
1.9 Elect Director John J. Sherman For For Management
1.10 Elect Director Linda H. Talbott For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Deloitte & Touche LLP as For For Management
Auditors
4 Adopt Quantitative Carbon Dioxide Against Against Shareholder
Reduction Goals
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INGREDION INCORPORATED
Ticker: INGR Security ID: 457187102
Meeting Date: MAY 20, 2015 Meeting Type: Annual
Record Date: MAR 23, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Luis Aranguren-Trellez For For Management
1b Elect Director David B. Fischer For For Management
1c Elect Director Ilene S. Gordon For For Management
1d Elect Director Paul Hanrahan For For Management
1e Elect Director Rhonda L. Jordan For For Management
1f Elect Director Gregory B. Kenny For For Management
1g Elect Director Barbara A. Klein For For Management
1h Elect Director Victoria J. Reich For For Management
1i Elect Director Dwayne A. Wilson 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 Ratify KPMG LLP as Auditors For For Management
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IRON MOUNTAIN INCORPORATED
Ticker: IRM Security ID: 462846106
Meeting Date: JAN 20, 2015 Meeting Type: Special
Record Date: DEC 18, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Reorganization Plan For For Management
2 Adopt the Jurisdiction of For For Management
Incorporation as the Exclusive Forum
for Certain Disputes
3 Approve Omnibus Stock Plan For For Management
4 Adjourn Meeting For For Management
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JOY GLOBAL INC.
Ticker: JOY Security ID: 481165108
Meeting Date: MAR 10, 2015 Meeting Type: Annual
Record Date: JAN 09, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Edward L. Doheny, II For For Management
1.2 Elect Director Steven L. Gerard For For Management
1.3 Elect Director Mark J. Gliebe For For Management
1.4 Elect Director John T. Gremp For For Management
1.5 Elect Director John Nils Hanson For For Management
1.6 Elect Director Gale E. Klappa For For Management
1.7 Elect Director Richard B. Loynd For For Management
1.8 Elect Director P. Eric Siegert For For Management
1.9 Elect Director James H. Tate For For Management
2 Ratify Ernst & Young LLP as 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 19, 2015 Meeting Type: Annual
Record Date: MAR 20, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Linda B. Bammann For For Management
1b Elect Director James A. Bell For For Management
1c Elect Director Crandall C. Bowles For For Management
1d Elect Director Stephen B. Burke 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 Laban P. Jackson, Jr. For For Management
1i Elect Director Michael A. Neal For For Management
1j Elect Director Lee R. Raymond For For Management
1k Elect Director William C. Weldon For For Management
2 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
3 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
4 Amend Omnibus Stock Plan For For Management
5 Require Independent Board Chairman Against For Shareholder
6 Report on Lobbying Payments and Policy Against Against Shareholder
7 Amend Bylaws -- Call Special Meetings Against For Shareholder
8 Provide Vote Counting to Exclude Against Against Shareholder
Abstentions
9 Report on Certain Vesting Program Against Against Shareholder
10 Disclosure of Recoupment Activity from Against For Shareholder
Senior Officers
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KOHL'S CORPORATION
Ticker: KSS Security ID: 500255104
Meeting Date: MAY 14, 2015 Meeting Type: Annual
Record Date: MAR 11, 2015
# 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 Stephanie A. Streeter For For Management
1h Elect Director Nina G. Vaca For For Management
1i Elect Director Stephen E. Watson For For Management
2 Ratify Ernst & Young LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Clawback of Incentive Payments Against For Shareholder
5 Adopt Proxy Access Right Against For Shareholder
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LYONDELLBASELL INDUSTRIES NV
Ticker: LYB Security ID: N53745100
Meeting Date: MAY 06, 2015 Meeting Type: Annual
Record Date: APR 08, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Robin Buchanan Supervisory Board For For Management
1b Elect Stephen F. Cooper to Supervisory For For Management
Board
1c Elect Isabella D. Goren to Supervisory For For Management
Board
1d Elect Robert G. Gwin to Supervisory For For Management
Board
2a Elect Kevin W. Brown to Management For For Management
Board
2b Elect Jeffrey A. Kaplan to Management For For Management
Board
3 Adopt Financial Statements and For For Management
Statutory Reports
4 Approve Discharge of Management Board For For Management
5 Approve Discharge of Supervisory Board For For Management
6 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
7 Ratify PricewaterhouseCoopers For For Management
Accountants N.V. as Auditors
8 Approve Dividends of USD 2.80 Per Share For For Management
9 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
10 Authorize Board to Issue Shares up to For For Management
20 Percent of Authorized Capital
11 Authorize Board to Exclude Preemptive For For Management
Rights from Share Issuances
12 Amend Qualified Employee Stock For For Management
Purchase Plan
13 Authorize Repurchase of Up to 10 For For Management
Percent of Issued Share Capital
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MARATHON PETROLEUM CORPORATION
Ticker: MPC Security ID: 56585A102
Meeting Date: APR 29, 2015 Meeting Type: Annual
Record Date: MAR 02, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director David A. Daberko For For Management
1.2 Elect Director Donna A. James For For Management
1.3 Elect Director James E. Rohr For For Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Adopt Quantitative GHG Goals for Against Against Shareholder
Products and Operations
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MASIMO CORPORATION
Ticker: MASI Security ID: 574795100
Meeting Date: JUN 02, 2015 Meeting Type: Annual
Record Date: APR 15, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Joe Kiani For Against Management
2 Ratify Grant Thornton LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
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MEDICAL PROPERTIES TRUST, INC.
Ticker: MPW Security ID: 58463J304
Meeting Date: MAY 14, 2015 Meeting Type: Annual
Record Date: MAR 23, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Edward K. Aldag, Jr. For Withhold Management
1.2 Elect Director G. Steven Dawson For For Management
1.3 Elect Director R. Steven Hamner For For Management
1.4 Elect Director Robert E. Holmes For Withhold Management
1.5 Elect Director Sherry A. Kellett For Withhold Management
1.6 Elect Director William G. McKenzie For For Management
1.7 Elect Director L. Glenn Orr, Jr. For Withhold Management
1.8 Elect Director D. Paul Sparks, Jr. For For Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
3 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
4 Adopt Majority Voting for Uncontested For For Management
Election of Directors
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MERCK & CO., INC.
Ticker: MRK Security ID: 58933Y105
Meeting Date: MAY 26, 2015 Meeting Type: Annual
Record Date: MAR 31, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Leslie A. Brun For For Management
1b Elect Director Thomas R. Cech For For Management
1c Elect Director Kenneth C. Frazier For For Management
1d Elect Director Thomas H. Glocer For For Management
1e Elect Director William B. Harrison, Jr. For For Management
1f Elect Director C. Robert Kidder For For Management
1g Elect Director Rochelle B. Lazarus For For Management
1h Elect Director Carlos E. Represas For For Management
1i Elect Director Patricia F. Russo For For Management
1j Elect Director Craig B. Thompson For For Management
1k Elect Director Wendell P. Weeks For For Management
1l Elect Director Peter C. Wendell For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
4 Amend Omnibus Stock Plan For For Management
5 Amend Executive Incentive Bonus Plan For For Management
6 Provide Right to Act by Written Consent Against For Shareholder
7 Pro-rata Vesting of Equity Awards Against Against Shareholder
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METLIFE, INC.
Ticker: MET Security ID: 59156R108
Meeting Date: APR 28, 2015 Meeting Type: Annual
Record Date: FEB 27, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Cheryl W. Grise For For Management
1.2 Elect Director Carlos M. Gutierrez For For Management
1.3 Elect Director R. Glenn Hubbard For For Management
1.4 Elect Director Steven A. Kandarian For For Management
1.5 Elect Director Alfred F. Kelly, Jr. For For Management
1.6 Elect Director Edward J. Kelly, III For For Management
1.7 Elect Director William E. Kennard For For Management
1.8 Elect Director James M. Kilts For For Management
1.9 Elect Director Catherine R. Kinney For For Management
1.10 Elect Director Denise M. Morrison For For Management
1.11 Elect Director Kenton J. Sicchitano For For Management
1.12 Elect Director Lulu C. Wang For For Management
2a Reduce Supermajority Vote Requirement For For Management
to Amend Certificate of Incorporation
2b Reduce Supermajority Vote Requirement For For Management
to Amend Bylaws
3 Ratify Deloitte & Touche LLP as For For Management
Auditors
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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NORTHROP GRUMMAN CORPORATION
Ticker: NOC Security ID: 666807102
Meeting Date: MAY 20, 2015 Meeting Type: Annual
Record Date: MAR 24, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Wesley G. Bush For For Management
1.2 Elect Director Marianne C. Brown For For Management
1.3 Elect Director Victor H. Fazio For For Management
1.4 Elect Director Donald E. Felsinger For For Management
1.5 Elect Director Bruce S. Gordon For For Management
1.6 Elect Director William H. Hernandez For For Management
1.7 Elect Director Madeleine A. Kleiner For For Management
1.8 Elect Director Karl J. Krapek For For Management
1.9 Elect Director Richard B. Myers For For Management
1.10 Elect Director Gary Roughead For For Management
1.11 Elect Director Thomas M. Schoewe For For Management
1.12 Elect Director James S. Turley For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Amend Omnibus Stock Plan For For Management
4 Ratify Deloitte & Touche LLP as For For Management
Auditors
5 Require Independent Board Chairman Against Against Shareholder
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NORWEGIAN CRUISE LINE HOLDINGS LTD.
Ticker: NCLH Security ID: G66721104
Meeting Date: MAY 20, 2015 Meeting Type: Annual
Record Date: MAR 20, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Adam M. Aron For Against Management
1b Elect Director Kevin Crowe For Against Management
1c Elect Director F. Robert Salerno For For Management
1d Elect Director Walter L. Revell For For Management
2 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
3 Approve PricewaterhouseCoopers LLP as For For Management
Auditors and Authorize Board to Fix
Their Remuneration
4 Amend Bylaws to Clarify the Notice For For Management
Provisions
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PTC INC.
Ticker: PTC Security ID: 69370C100
Meeting Date: MAR 04, 2015 Meeting Type: Annual
Record Date: JAN 05, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Thomas F. Bogan For For Management
1.2 Elect Director Janice D. Chaffin For For Management
1.3 Elect Director Donald K. Grierson For For Management
1.4 Elect Director James E. Heppelmann For For Management
1.5 Elect Director Paul A. Lacy For For Management
1.6 Elect Director Robert P. Schechter For For Management
1.7 Elect Director Renato Zambonini For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Amend Executive Incentive Bonus Plan For For Management
4 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
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SPX CORPORATION
Ticker: SPW Security ID: 784635104
Meeting Date: MAY 08, 2015 Meeting Type: Annual
Record Date: MAR 16, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Christopher J. Kearney For For Management
1.2 Elect Director Robert F. Hull, Jr. For For Management
1.3 Elect Director Anne K. Altman For For Management
2 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
3 Amend Omnibus Stock Plan For For Management
4 Adjust Par Value of Common Stock For For Management
5 Ratify Deloitte & Touche LLP as For For Management
Auditors
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SUPERIOR ENERGY SERVICES, INC.
Ticker: SPN Security ID: 868157108
Meeting Date: MAY 22, 2015 Meeting Type: Annual
Record Date: APR 08, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Harold J. Bouillion For For Management
1.2 Elect Director David D. Dunlap For For Management
1.3 Elect Director James M. Funk For For Management
1.4 Elect Director Terence E. Hall For For Management
1.5 Elect Director Peter D. Kinnear For For Management
1.6 Elect Director Michael M. McShane For For Management
1.7 Elect Director W. Matt Ralls For For Management
1.8 Elect Director Justin L. Sullivan For For Management
2 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
3 Amend Omnibus Stock Plan For For Management
4 Ratify KPMG LLP as Auditors For For Management
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TARGET CORPORATION
Ticker: TGT Security ID: 87612E106
Meeting Date: JUN 10, 2015 Meeting Type: Annual
Record Date: APR 13, 2015
# 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 Brian C. Cornell For For Management
1d Elect Director Calvin Darden For For Management
1e Elect Director Henrique De Castro For For Management
1f Elect Director Mary E. Minnick For For Management
1g Elect Director Anne M. Mulcahy For Against Management
1h Elect Director Derica W. Rice For For Management
1i Elect Director Kenneth L. Salazar For For Management
1j Elect Director John G. Stumpf For For Management
2 Ratify Ernst & Young LLP as 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 Require Independent Board Chairman Against For Shareholder
6 Cease Discrimination in Hiring, Vendor Against Against Shareholder
Contracts, or Customer Relations
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TEXTRON INC.
Ticker: TXT Security ID: 883203101
Meeting Date: APR 22, 2015 Meeting Type: Annual
Record Date: FEB 27, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Scott C. Donnelly For For Management
1.2 Elect Director Kathleen M. Bader For For Management
1.3 Elect Director R. Kerry Clark For For Management
1.4 Elect Director James T. Conway For For Management
1.5 Elect Director Ivor J. Evans For For Management
1.6 Elect Director Lawrence K. Fish For For Management
1.7 Elect Director Paul E. Gagne For For Management
1.8 Elect Director Dain M. Hancock For For Management
1.9 Elect Director Lord Powell For For Management
1.10 Elect Director Lloyd G. Trotter For For Management
1.11 Elect Director James L. Ziemer For For Management
2 Approve Omnibus Stock Plan For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Ratify Ernst & Young LLP as Auditors For For Management
5 Require Independent Board Chairman Against Against Shareholder
6 Claw-back of Payments under Against For Shareholder
Restatements
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THE AES CORPORATION
Ticker: AES Security ID: 00130H105
Meeting Date: APR 23, 2015 Meeting Type: Annual
Record Date: FEB 27, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Andres R. Gluski For For Management
1.2 Elect Director Charles L. Harrington For For Management
1.3 Elect Director Kristina M. Johnson For For Management
1.4 Elect Director Tarun Khanna For For Management
1.5 Elect Director Holly K. Koeppel For For Management
1.6 Elect Director Philip Lader For For Management
1.7 Elect Director James H. Miller 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
2 Amend Omnibus Stock Plan For For Management
3 Amend Executive Incentive Bonus Plan For For Management
4 Ratify Ernst & Young LLP as Auditors For For Management
5 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
6 Provide Right to Call Special Meeting For Against Management
7 Provide Proxy Access Right For Against Management
8 Provide Right to Call Special Meeting Against For Shareholder
9 Proxy Access Against For Shareholder
--------------------------------------------------------------------------------
THE CHILDREN'S PLACE, INC.
Ticker: PLCE Security ID: 168905107
Meeting Date: MAY 22, 2015 Meeting Type: Proxy Contest
Record Date: APR 10, 2015
# Proposal Mgt Rec Vote Cast Sponsor
Management Proxy (White Card) None
1.1 Elect Director Norman Matthews For For Management
1.2 Elect Director Kenneth Reiss For For Management
1.3 Elect Director Stanley W. Reynolds For For Management
2 Ratify BDO USA, LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
# Proposal Diss Rec Vote Cast Sponsor
Dissident Proxy (Blue Card) None
1.1 Elect Director Seth R. Johnson For Did Not Vote Shareholder
1.2 Elect Director Robert L. Mettler For Did Not Vote Shareholder
1.3 Management Nominee - Kenneth Reiss For Did Not Vote Shareholder
2 Ratify BDO USA, LLP as Auditors None Did Not Vote Management
3 Advisory Vote to Ratify Named None Did Not Vote Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
THE GOLDMAN SACHS GROUP, INC.
Ticker: GS Security ID: 38141G104
Meeting Date: MAY 21, 2015 Meeting Type: Annual
Record Date: MAR 23, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Lloyd C. Blankfein For For Management
1b Elect Director M. Michele Burns For For Management
1c Elect Director Gary D. Cohn For For Management
1d Elect Director Mark Flaherty For For Management
1e Elect Director William W. George For For Management
1f Elect Director James A. Johnson For Against Management
1g Elect Director Lakshmi N. Mittal For For Management
1h Elect Director Adebayo O. Ogunlesi For For Management
1i Elect Director Peter Oppenheimer For For Management
1j Elect Director Debora L. Spar For For Management
1k Elect Director Mark E. Tucker For For Management
1l Elect Director David A. Viniar For For Management
1m Elect Director Mark O. Winkelman For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Approve Omnibus Stock Plan For Against Management
4 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
5 Provide Vote Counting to Exclude Against Against Shareholder
Abstentions
6 Report on Certain Vesting Program Against Against Shareholder
7 Provide Right to Act by Written Consent Against For Shareholder
--------------------------------------------------------------------------------
TIME WARNER CABLE INC.
Ticker: TWC Security ID: 88732J207
Meeting Date: OCT 09, 2014 Meeting Type: Special
Record Date: AUG 18, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Advisory Vote on Golden Parachutes For For Management
--------------------------------------------------------------------------------
TRW AUTOMOTIVE HOLDINGS CORP.
Ticker: TRW Security ID: 87264S106
Meeting Date: NOV 19, 2014 Meeting Type: Special
Record Date: OCT 17, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Advisory Vote on Golden Parachutes For Against Management
3 Adjourn Meeting For For Management
--------------------------------------------------------------------------------
UNUM GROUP
Ticker: UNM Security ID: 91529Y106
Meeting Date: MAY 21, 2015 Meeting Type: Annual
Record Date: MAR 26, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Cynthia L. Egan For For Management
1.2 Elect Director Pamela H. Godwin For For Management
1.3 Elect Director Timothy F. Keaney For For Management
1.4 Elect Director Thomas Kinser For For Management
1.5 Elect Director Gloria C. Larson For For Management
1.6 Elect Director A.S. (Pat) MacMillan, For For Management
Jr.
1.7 Elect Director Richard P. McKenney For For Management
1.8 Elect Director Edward J. Muhl For For Management
1.9 Elect Director William J. Ryan For For Management
1.10 Elect Director Thomas R. Watjen For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Ernst & Young LLP as Auditors For For Management
--------------------------------------------------------------------------------
VALERO ENERGY CORPORATION
Ticker: VLO Security ID: 91913Y100
Meeting Date: APR 30, 2015 Meeting Type: Annual
Record Date: MAR 03, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1a Elect Director Jerry D. Choate For For Management
1.1b Elect Director Joseph W. Gorder For For Management
1.1c Elect Director Deborah P. Majoras For For Management
1.1d Elect Director Donald L. Nickles For For Management
1.1e Elect Director Philip J. Pfeiffer For For Management
1.1f Elect Director Robert A. Profusek For For Management
1.1g Elect Director Susan Kaufman Purcell For For Management
1.1h Elect Director Stephen M. Waters For For Management
1.1i Elect Director Randall J. Weisenburger For For Management
1.1j Elect Director Rayford Wilkins, Jr. For For Management
2 Ratify KPMG LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Adopt Quantitative GHG Goals for Against Against Shareholder
Products and Operations
--------------------------------------------------------------------------------
VALIDUS HOLDINGS, LTD.
Ticker: VR Security ID: G9319H102
Meeting Date: MAY 07, 2015 Meeting Type: Annual
Record Date: MAR 13, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Michael E.A. Carpenter For For Management
1.2 Elect Director Therese M. (Terri) For For Management
Vaughan
1.3 Elect Director Christopher E. Watson For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify PricewaterhouseCoopers, Ltd., For For Management
Hamilton, Bermuda as Auditors
4 Amend Omnibus Stock Plan For For Management
--------------------------------------------------------------------------------
WASHINGTON PRIME GROUP INC.
Ticker: WPG Security ID: 92939N102
Meeting Date: MAY 21, 2015 Meeting Type: Annual
Record Date: MAR 27, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Mark S. Ordan For For Management
1.2 Elect Director Michael P. Glimcher For For Management
1.3 Elect Director Louis G. Conforti For For Management
1.4 Elect Director Robert J. Laikin For For Management
1.5 Elect Director Niles C. Overly For For Management
1.6 Elect Director Jacquelyn R. Soffer For For Management
1.7 Elect Director Richard S. Sokolov For For Management
1.8 Elect Director Marvin L. White For For Management
2 Change Company Name from Washington For For Management
Prime Group Inc. to WP Glimcher Inc.
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Advisory Vote on Say on Pay Frequency One Year One Year Management
5 Ratify Ernst & Young LLP as Auditors For For Management
============================ 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 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): ROBIN STELMACH*
-----------------------------------------
Robin Stelmach, Principal Executive
Officer & President
Date: August 26, 2015
*By (Signature and Title) /s/ Susan A. Pereira
-----------------------------------------
Susan A. Pereira, as attorney-in-fact
* Executed by Susan A. Pereira on behalf of Robin Stelmach pursuant to a
Power of Attorney dated October 1, 2014. (1)
(1) Incorporated by reference to MFS Institutional Trust (File Nos. 33-37615
and 811-06174) Post-Effective Amendment No. 38 filed with the SEC via
EDGAR on October 27, 2014.