================================================================================ 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) -------------------- Kristin V. Collins 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, 2015 - June 30, 2016 ================================================================================ ITEM 1. PROXY VOTING RECORD. ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-00859 Reporting Period: 07/01/2015 - 06/30/2016 Massachusetts Investors Growth Stock Fund ================== Massachusetts Investors Growth Stock Fund =================== ABBOTT LABORATORIES Ticker: ABT Security ID: 002824100 Meeting Date: APR 29, 2016 Meeting Type: Annual Record Date: MAR 02, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert J. Alpern For For Management 1.2 Elect Director Roxanne S. Austin For For Management 1.3 Elect Director Sally E. Blount For For Management 1.4 Elect Director W. James Farrell For For Management 1.5 Elect Director Edward M. Liddy For For Management 1.6 Elect Director Nancy McKinstry For For Management 1.7 Elect Director Phebe N. Novakovic For For Management 1.8 Elect Director William A. Osborn For For Management 1.9 Elect Director Samuel C. Scott, III For For Management 1.10 Elect Director Glenn F. Tilton For Withhold Management 1.11 Elect Director Miles D. White 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 -------------------------------------------------------------------------------- ACCENTURE PLC Ticker: ACN Security ID: G1151C101 Meeting Date: FEB 03, 2016 Meeting Type: Annual Record Date: DEC 07, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jaime Ardila For For Management 1b Elect Director Dina Dublon For For Management 1c Elect Director Charles H. Giancarlo For For Management 1d Elect Director William L. Kimsey For For Management 1e Elect Director Marjorie Magner For For Management 1f Elect Director Blythe J. McGarvie For For Management 1g Elect Director Pierre Nanterme For For Management 1h Elect Director Gilles C. Pelisson For For Management 1i Elect Director Paula A. Price For For Management 1j Elect Director Arun Sarin For For Management 1k Elect Director Wulf von Schimmelmann For For Management 1l Elect Director Frank K. Tang For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Amend Qualified Employee Stock For For Management Purchase Plan 5 Approve KPMG LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration 6 Provide Proxy Access Right For For Management 7A Require Advance Notice for Shareholder For For Management Proposals 7B Amend Articles For For Management 8A Amend Articles - Board Related For For Management 8B Establish Range for Size of Board For For Management 9 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights 10 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights 11 Authorize Open-Market Purchases of For For Management Class A Ordinary Shares 12 Determine the Price Range at which For For Management Accenture Plc can Re-issue Shares that it Acquires as Treasury Stock -------------------------------------------------------------------------------- ALPHABET INC. Ticker: GOOGL Security ID: 02079K305 Meeting Date: JUN 08, 2016 Meeting Type: Annual Record Date: APR 11, 2016 # 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 Alan R. Mulally For For Management 1.9 Elect Director Paul S. Otellini For Withhold Management 1.10 Elect Director K. Ram Shriram For Withhold Management 1.11 Elect Director Shirley M. Tilghman For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Amend Omnibus Stock Plan For Against Management 4 Amended and Restated Certificate of For Against Management Incorporation of Google Inc. 5 Approve Recapitalization Plan for all Against For Shareholder Stock to Have One-vote per Share 6 Report on Lobbying Payments and Policy Against For Shareholder 7 Report on Political Contributions Against For Shareholder 8 Require a Majority Vote for the Against For Shareholder Election of Directors 9 Require Independent Board Chairman Against For Shareholder 10 Report on Gender Pay Gap Against For Shareholder -------------------------------------------------------------------------------- AMBEV S.A. Ticker: ABEV3 Security ID: 02319V103 Meeting Date: APR 29, 2016 Meeting Type: Annual/Special Record Date: APR 01, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports for Fiscal Year Ended Dec. 31, 2015 2 Approve Allocation of Income and For For Management Dividends 3 Elect Fiscal Council Members and For For Management Alternates 4 Ratify Remuneration for Fiscal Year For For Management 2015 and Approve Remuneration of Company's Management and Fiscal Council Members for Fiscal Year 2016 1 Approve Agreement to Absorb For For Management Cervejarias Reunidas Skol Caracu SA and Eagle Distribuidora de Bebidas SA 2 Appoint APSIS Consultoria Empresarial For For Management Ltda. as the Independent Firm to Appraise Proposed Transaction 3 Approve Independent Firm's Appraisal For For Management 4 Approve Absorption of Cervejarias For For Management Reunidas Skol Caracu SA and Eagle Distribuidora de Bebidas SA 5 Authorize Board to Ratify and Execute For For Management Approved Resolutions 6 Approve Restricted Stock Plan For Against Management -------------------------------------------------------------------------------- AMPHENOL CORPORATION Ticker: APH Security ID: 032095101 Meeting Date: MAY 25, 2016 Meeting Type: Annual Record Date: MAR 28, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ronald P. Badie For For Management 1.2 Elect Director Stanley L. Clark For For Management 1.3 Elect Director David P. Falck For For Management 1.4 Elect Director Edward G. Jepsen For For Management 1.5 Elect Director Randall D. Ledford For For Management 1.6 Elect Director Martin H. Loeffler For For Management 1.7 Elect Director John R. Lord For For Management 1.8 Elect Director R. Adam Norwitt For For Management 1.9 Elect Director Diana G. Reardon 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 Provide Directors May Be Removed With For For Management or Without Cause -------------------------------------------------------------------------------- APPLE INC. Ticker: AAPL Security ID: 037833100 Meeting Date: FEB 26, 2016 Meeting Type: Annual Record Date: DEC 28, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James Bell For For Management 1.2 Elect Director Tim Cook For For Management 1.3 Elect Director Al Gore For For Management 1.4 Elect Director Bob Iger For For Management 1.5 Elect Director Andrea Jung For For Management 1.6 Elect Director Art Levinson For For Management 1.7 Elect Director Ron Sugar For For Management 1.8 Elect Director Sue Wagner 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 Create Feasibility Plan for Net-Zero Against Against Shareholder GHG Emissions, Including for Major Suppliers 6 Adopt Policy to Increase Diversity of Against Against Shareholder Senior Management and Board of Directors 7 Report on Guidelines for Country Against Against Shareholder Selection 8 Adopt Proxy Access Right Against For Shareholder -------------------------------------------------------------------------------- AUTOZONE, INC. Ticker: AZO Security ID: 053332102 Meeting Date: DEC 16, 2015 Meeting Type: Annual Record Date: OCT 19, 2015 # 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 Ratify Ernst & Young LLP as 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 Report on Political Contributions and Against Against Shareholder Lobbying Expenditures -------------------------------------------------------------------------------- BURBERRY GROUP PLC Ticker: BRBY Security ID: G1700D105 Meeting Date: JUL 16, 2015 Meeting Type: Annual Record Date: JUL 14, 2015 # 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 Sir John Peace as Director For For Management 5 Elect Fabiola Arredondo as Director For For Management 6 Re-elect Philip Bowman as Director For For Management 7 Re-elect Ian Carter as Director For For Management 8 Re-elect Jeremy Darroch as Director For For Management 9 Re-elect Stephanie George as Director For For Management 10 Re-elect Matthew Key as Director For For Management 11 Elect Carolyn McCall as Director For For Management 12 Re-elect David Tyler as Director For For Management 13 Re-elect Christopher Bailey as Director For For Management 14 Re-elect Carol Fairweather as Director For For Management 15 Re-elect John Smith as Director For For Management 16 Reappoint PricewaterhouseCoopers LLP For For Management as Auditors 17 Authorise the Audit Committee to Fix For For Management Remuneration of Auditors 18 Authorise EU Political Donations and For For Management Expenditure 19 Authorise Issue of Equity with For For Management Pre-emptive Rights 20 Authorise Issue of Equity without For For Management Pre-emptive Rights 21 Authorise Market Purchase of Ordinary For For Management Shares 22 Authorise the Company to Call EGM with For For Management Two Weeks' Notice 23 Adopt New Articles of Association For For Management -------------------------------------------------------------------------------- CHURCH & DWIGHT CO., INC. Ticker: CHD Security ID: 171340102 Meeting Date: MAY 05, 2016 Meeting Type: Annual Record Date: MAR 11, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Matthew T. Farrell For For Management 1b Elect Director Bradley C. Irwin For For Management 1c Elect Director Penry W. Price For For Management 1d Elect Director Arthur B. Winkleblack 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 -------------------------------------------------------------------------------- CME GROUP INC. Ticker: CME Security ID: 12572Q105 Meeting Date: MAY 18, 2016 Meeting Type: Annual Record Date: MAR 22, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Terrence A. Duffy For For Management 1b Elect Director Phupinder S. Gill For For Management 1c Elect Director Timothy S. Bitsberger For For Management 1d Elect Director Charles P. Carey For For Management 1e Elect Director Dennis H. Chookaszian For For Management 1f Elect Director Ana Dutra For For Management 1g Elect Director Martin J. Gepsman For For Management 1h Elect Director Larry G. Gerdes For For Management 1i Elect Director Daniel R. Glickman For For Management 1j Elect Director Leo Melamed For For Management 1k Elect Director William P. Miller, II For For Management 1l Elect Director James E. Oliff For For Management 1m Elect Director Alex J. Pollock For For Management 1n Elect Director John F. Sandner For For Management 1o Elect Director Terry L. Savage For For Management 1p Elect Director William R. Shepard For For Management 1q Elect Director Dennis A. Suskind For For Management 2 Ratify Ernst & Young as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION Ticker: CTSH Security ID: 192446102 Meeting Date: JUN 15, 2016 Meeting Type: Annual Record Date: APR 18, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Zein Abdalla For For Management 1b Elect Director Maureen Breakiron-Evans For For Management 1c Elect Director Jonathan Chadwick For For Management 1d Elect Director Francisco D'Souza For For Management 1e Elect Director John N. Fox, Jr. For For Management 1f Elect Director John E. Klein For For Management 1g Elect Director Leo S. Mackay, Jr. For For Management 1h Elect Director Lakshmi Narayanan For For Management 1i Elect Director Michael Patsalos-Fox For For Management 1j Elect Director Robert E. Weissman For For Management 1k Elect Director Thomas M. Wendel 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 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- COLFAX CORPORATION Ticker: CFX Security ID: 194014106 Meeting Date: MAY 13, 2016 Meeting Type: Annual Record Date: MAR 21, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Mitchell P. Rales For For Management 1b Elect Director Matthew L. Trerotola For For Management 1c Elect Director Patrick W. Allender For For Management 1d Elect Director Thomas S. Gayner For Against Management 1e Elect Director Rhonda L. Jordan For Against Management 1f Elect Director San W. Orr, III For For Management 1g Elect Director A. Clayton Perfall For For Management 1h Elect Director Rajiv Vinnakota For Against Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- COLGATE-PALMOLIVE COMPANY Ticker: CL Security ID: 194162103 Meeting Date: MAY 06, 2016 Meeting Type: Annual Record Date: MAR 08, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director John P. Bilbrey 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 C. Martin Harris For For Management 1g Elect Director Richard J. Kogan For For Management 1h Elect Director Lorrie M. Norrington For For Management 1i Elect Director Michael B. Polk For For Management 1j Elect Director Stephen I. Sadove 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 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call Special Meeting -------------------------------------------------------------------------------- CVS HEALTH CORPORATION Ticker: CVS Security ID: 126650100 Meeting Date: MAY 19, 2016 Meeting Type: Annual Record Date: MAR 24, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Richard M. Bracken For For Management 1b Elect Director C. David Brown, II For For Management 1c Elect Director Alecia A. DeCoudreaux For For Management 1d Elect Director Nancy-Ann M. DeParle For For Management 1e Elect Director David W. Dorman For For Management 1f Elect Director Anne M. Finucane For For Management 1g Elect Director Larry J. Merlo For For Management 1h Elect Director Jean-Pierre Millon For For Management 1i Elect Director Richard J. Swift For For Management 1j Elect Director William C. Weldon For For Management 1k Elect Director Tony L. White 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 Report on Consistency Between Against Against Shareholder Corporate Values and Political Contributions 5 Report on Pay Disparity Against Against Shareholder -------------------------------------------------------------------------------- DANAHER CORPORATION Ticker: DHR Security ID: 235851102 Meeting Date: MAY 10, 2016 Meeting Type: Annual Record Date: MAR 14, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Donald J. Ehrlich For Against Management 1.2 Elect Director Linda Hefner Filler For For Management 1.3 Elect Director Thomas P. Joyce, Jr. For For Management 1.4 Elect Director Teri List-Stoll For Against Management 1.5 Elect Director Walter G. Lohr, Jr. For For Management 1.6 Elect Director Mitchell P. Rales For For Management 1.7 Elect Director Steven M. Rales For For Management 1.8 Elect Director John T. Schwieters For Against Management 1.9 Elect Director Alan G. Spoon For For Management 1.10 Elect Director Elias A. Zerhouni 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 Report on Political Contributions Against For Shareholder 5 Amend Bylaws - Call Special Meetings Against For Shareholder -------------------------------------------------------------------------------- DANONE Ticker: BN Security ID: F12033134 Meeting Date: APR 28, 2016 Meeting Type: Annual/Special Record Date: APR 25, 2016 # 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 1.60 per Share 4 Reelect Franck Riboud as Director For For Management 5 Reelect Emmanuel Faber as Director For For Management 6 Elect Clara Gaymard as Director For For Management 7 Renew Appointment of For For Management PricewaterhouseCoopers as Auditor 8 Appoint Ernst and Young Audit as For For Management Auditor 9 Appoint Jean-Christophe Georghiou as For For Management Alternate Auditor 10 Renew Appointment of Auditex as For For Management Alternate Auditor 11 Approve Transaction with Danone. For For Management communities 12 Approve Severance Payment Agreement For For Management with Emmanuel Faber 13 Approve Additional Pension Scheme For For Management Agreement with Emmanuel Faber 14 Advisory Vote on Compensation of For For Management Franck Riboud, Chairman 15 Advisory Vote on Compensation of For For Management Emmanuel Faber, CEO 16 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 17 Authorize up to 0.2 Percent of Issued For For Management Capital for Use in Restricted Stock Plans 18 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- DENTSPLY INTERNATIONAL INC. Ticker: XRAY Security ID: 249030107 Meeting Date: JAN 11, 2016 Meeting Type: Special Record Date: DEC 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with For For Management Acquisition 2 Adopt Second Amended and Restated For For Management Certificate of Incorporation 3 Advisory Vote on Golden Parachutes For For Management 4 Approve Omnibus Stock Plan For For Management 5 Adjourn Meeting For For Management -------------------------------------------------------------------------------- DENTSPLY SIRONA INC. Ticker: XRAY Security ID: 24906P109 Meeting Date: MAY 25, 2016 Meeting Type: Annual Record Date: MAR 28, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Michael C. Alfano For For Management 1b Elect Director David K. Beecken For For Management 1c Elect Director Eric K. Brandt For For Management 1d Elect Director Michael J. Coleman For For Management 1e Elect Director Willie A. Deese For For Management 1f Elect Director Thomas Jetter For For Management 1g Elect Director Arthur D. Kowaloff For For Management 1h Elect Director Harry M. Jansen For For Management Kraemer, Jr. 1i Elect Director Francis J. Lunger For For Management 1j Elect Director Jeffrey T. Slovin For For Management 1k Elect Director Bret W. Wise For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- DISCOVERY COMMUNICATIONS, INC. Ticker: DISCA Security ID: 25470F104 Meeting Date: MAY 19, 2016 Meeting Type: Annual Record Date: MAR 24, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Paul A. Gould For Withhold Management 1.2 Elect Director M. LaVoy Robison For Withhold Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Report on Steps Taken to Increase Against For Shareholder Board Diversity 4 Assess Feasibility of Including Against Against Shareholder Sustainability as a Performance Measure for Senior Executive Compensation -------------------------------------------------------------------------------- ECOLAB INC. Ticker: ECL Security ID: 278865100 Meeting Date: MAY 05, 2016 Meeting Type: Annual Record Date: MAR 08, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Douglas M. Baker, Jr. For For Management 1b Elect Director Barbara J. Beck For For Management 1c Elect Director Leslie S. Biller For For Management 1d Elect Director Carl M. Casale For For Management 1e Elect Director Stephen I. Chazen For For Management 1f Elect Director Jeffrey M. Ettinger For For Management 1g Elect Director Jerry A. Grundhofer For For Management 1h Elect Director Arthur J. Higgins For For Management 1i Elect Director Michael Larson For For Management 1j Elect Director Jerry W. Levin For For Management 1k Elect Director David W. MacLennan For For Management 1l Elect Director Tracy B. McKibben For For Management 1m Elect Director Victoria J. Reich For For Management 1n Elect Director Suzanne M. Vautrinot For For Management 1o Elect Director John J. Zillmer For For Management 2 Ratify Pricewaterhouse Coopers LLP as For For Management Auditors 3 Amend Non-Employee Director Omnibus For For Management Stock Plan 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Adopt Proxy Access Right Against Against Shareholder -------------------------------------------------------------------------------- ELI LILLY AND COMPANY Ticker: LLY Security ID: 532457108 Meeting Date: MAY 02, 2016 Meeting Type: Annual Record Date: FEB 26, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Ralph Alvarez For For Management 1b Elect Director R. David Hoover For For Management 1c Elect Director Juan R. Luciano For For Management 1d Elect Director Franklyn G. Prendergast For For Management 1e Elect Director Kathi P. Seifert 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 4 Report on Guidelines for Country Against Against Shareholder Selection -------------------------------------------------------------------------------- EMC CORPORATION Ticker: EMC Security ID: 268648102 Meeting Date: MAY 12, 2016 Meeting Type: Annual Record Date: MAR 14, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Donald J. Carty For For Management 1b Elect Director Randolph L. Cowen For For Management 1c Elect Director James S. DiStasio For For Management 1d Elect Director John R. Egan For For Management 1e Elect Director William D. Green For For Management 1f Elect Director Jami Miscik For For Management 1g Elect Director Paul Sagan For For Management 1h Elect Director Laura J. Sen For For Management 1i Elect Director Joseph M. Tucci For For Management 2 Ratify Pricewaterhousecoopers Llp as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- EQUIFAX INC. Ticker: EFX Security ID: 294429105 Meeting Date: MAY 05, 2016 Meeting Type: Annual Record Date: MAR 02, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director James E. Copeland, Jr. For For Management 1b Elect Director Robert D. Daleo For For Management 1c Elect Director Walter W. Driver, Jr. For For Management 1d Elect Director Mark L. Feidler For For Management 1e Elect Director L. Phillip Humann For For Management 1f Elect Director Robert D. Marcus For For Management 1g Elect Director Siri S. Marshall For For Management 1h Elect Director John A. McKinley For For Management 1i Elect Director Richard F. Smith For For Management 1j Elect Director Mark B. Templeton 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 -------------------------------------------------------------------------------- EXPRESS SCRIPTS HOLDING COMPANY Ticker: ESRX Security ID: 30219G108 Meeting Date: MAY 04, 2016 Meeting Type: Annual Record Date: MAR 11, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Maura C. Breen For For Management 1b Elect Director William J. DeLaney For For Management 1c Elect Director Elder Granger For For Management 1d Elect Director Nicholas J. LaHowchic For For Management 1e Elect Director Thomas P. Mac Mahon For For Management 1f Elect Director Frank Mergenthaler For For Management 1g Elect Director Woodrow A. Myers, Jr. For For Management 1h Elect Director Roderick A. Palmore For For Management 1i Elect Director George Paz For For Management 1j Elect Director William L. Roper For For Management 1k Elect Director Seymour Sternberg For For Management 1l Elect Director Timothy Wentworth 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 Approve Omnibus Stock Plan For For Management 5 Require Independent Board Chairman Against Against Shareholder 6 Report on Political Contributions Against For Shareholder -------------------------------------------------------------------------------- FASTENAL COMPANY Ticker: FAST Security ID: 311900104 Meeting Date: APR 19, 2016 Meeting Type: Annual Record Date: FEB 19, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Willard D. Oberton For For Management 1b Elect Director Michael J. Ancius For For Management 1c Elect Director Michael J. Dolan For For Management 1d Elect Director Stephen L. Eastman For For Management 1e Elect Director Daniel L. Florness For For Management 1f Elect Director Rita J. Heise For For Management 1g Elect Director Darren R. Jackson For Against Management 1h Elect Director Scott A. Satterlee For For Management 1i Elect Director Reyne K. Wisecup For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- FIDELITY NATIONAL INFORMATION SERVICES, INC. Ticker: FIS Security ID: 31620M106 Meeting Date: MAY 25, 2016 Meeting Type: Annual Record Date: APR 01, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Ellen R. Alemany For For Management 1b Elect Director William P. Foley, II For For Management 1c Elect Director Thomas M. Hagerty For For Management 1d Elect Director Keith W. Hughes For For Management 1e Elect Director David K. Hunt For For Management 1f Elect Director Stephan A. James For For Management 1g Elect Director Frank R. Martire For For Management 1h Elect Director Richard N. Massey For For Management 1i Elect Director Leslie M. Muma For For Management 1j Elect Director Gary A. Norcross For For Management 1k Elect Director James B. Stallings, Jr. For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- FISERV, INC. Ticker: FISV Security ID: 337738108 Meeting Date: MAY 18, 2016 Meeting Type: Annual Record Date: MAR 21, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alison Davis For For Management 1.2 Elect Director Christopher M. Flink For For Management 1.3 Elect Director Daniel P. Kearney For For Management 1.4 Elect Director Dennis F. Lynch For For Management 1.5 Elect Director Denis J. O'Leary For For Management 1.6 Elect Director Glenn M. Renwick For For Management 1.7 Elect Director Kim M. Robak For For Management 1.8 Elect Director JD Sherman For For Management 1.9 Elect Director Doyle R. Simons For For Management 1.10 Elect Director Thomas C. Wertheimer For For Management 1.11 Elect Director Jeffery W. Yabuki 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 Proxy Access Against Against Shareholder -------------------------------------------------------------------------------- FRANKLIN RESOURCES, INC. Ticker: BEN Security ID: 354613101 Meeting Date: FEB 17, 2016 Meeting Type: Annual Record Date: DEC 21, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Peter K. Barker For For Management 1b Elect Director Mariann Byerwalter For For Management 1c Elect Director Charles E. Johnson For For Management 1d Elect Director Gregory E. Johnson For For Management 1e Elect Director Rupert H. Johnson, Jr. For For Management 1f Elect Director Mark C. Pigott For For Management 1g Elect Director Chutta Ratnathicam For For Management 1h Elect Director Laura Stein For For Management 1i Elect Director Seth H. Waugh For For Management 1j Elect Director Geoffrey Y. Yang For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Report on and Assess Proxy Voting Against Against Shareholder Policies in Relation to Climate Change Position -------------------------------------------------------------------------------- JOHNSON CONTROLS, INC. Ticker: JCI Security ID: 478366107 Meeting Date: JAN 27, 2016 Meeting Type: Annual Record Date: NOV 19, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David P. Abney For For Management 1.2 Elect Director Natalie A. Black For For Management 1.3 Elect Director Julie L. Bushman For For Management 1.4 Elect Director Raymond L. Conner For For Management 1.5 Elect Director Richard Goodman For For Management 1.6 Elect Director Jeffrey A. Joerres For For Management 1.7 Elect Director William H. Lacy For For Management 1.8 Elect Director Alex A. Molinaroli For For Management 1.9 Elect Director Juan Pablo del Valle For For Management Perochena 1.10 Elect Director Mark P. Vergnano 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 Proxy Access Against For Shareholder -------------------------------------------------------------------------------- L OREAL Ticker: OR Security ID: F58149133 Meeting Date: APR 20, 2016 Meeting Type: Annual/Special Record Date: APR 15, 2016 # 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 3.10 per Ordinary Share and EUR 3.41 per Long-Term Registered Share 4 Approve End of Transaction with Nestle For For Management Re: Inneov 5 Elect Beatrice Guillaume-Grabisch as For For Management Director 6 Elect Eileen Naughton as Director For For Management 7 Reelect Jean-Pierre Meyers as Director For For Management 8 Reelect Bernard Kasriel as Director For For Management 9 Reelect Jean-Victor Meyers as Director For For Management 10 Renew Appointments of For For Management PricewaterhouseCoopers Audit as Auditor and Appoint Jean-Christophe Georghiou as Alternate Auditor 11 Renew Appointments of Deloitte and For For Management Associes as Auditor and Beas as Alternate Auditor 12 Advisory Vote on Compensation of Jean For For Management Paul Agon, Chairman and CEO 13 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 14 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 15 Authorize up to 0.6 Percent of Issued For Against Management Capital for Use in Restricted Stock Plans 16 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 17 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- LVMH MOET HENNESSY LOUIS VUITTON Ticker: MC Security ID: F58485115 Meeting Date: APR 14, 2016 Meeting Type: Annual/Special Record Date: APR 11, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Auditors' Special Report on For For Management Related-Party Transactions 4 Approve Allocation of Income and For For Management Dividends of EUR 3.55 per Share 5 Reelect Bernard Arnault as Director For For Management 6 Reelect Bernadette Chirac as Director For For Management 7 Reelect Charles de Croisset as Director For For Management 8 Reelect Hubert Vedrine as Director For For Management 9 Elect Clara Gaymard as Director For For Management 10 Elect Natacha Valla as Director For For Management 11 Appoint Ernst and Young Audit as For For Management Auditor 12 Appoint Mazars as Auditor For For Management 13 Appoint Philippe Castagnac as For For Management Alternate Auditor 14 Renew Appointment of Auditex as For For Management Alternate Auditor 15 Advisory Vote on Compensation of For Against Management Bernard Arnault, CEO and Chairman 16 Advisory Vote on Compensation of For Against Management Antonio Belloni, Vice-CEO 17 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 18 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 19 Authorize up to 1 Percent of Issued For Against Management Capital for Use in Restricted Stock Plans 20 Amend Article 5 of Bylaws Re: Company For For Management Duration -------------------------------------------------------------------------------- LYONDELLBASELL INDUSTRIES NV Ticker: LYB Security ID: N53745100 Meeting Date: MAY 11, 2016 Meeting Type: Annual Record Date: APR 13, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Jacques Aigrain to Supervisory For For Management Board 1b Elect Lincoln Benet to Supervisory For For Management Board 1c Elect Nance K. Dicciani to Supervisory For For Management Board 1d Elect Bruce A. Smith to Supervisory For For Management Board 2a Elect Thomas Aebischer to Management For For Management Board 2b Elect Dan Coombs to Management Board For For Management 2c Elect James D. Guilfoyle 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 3.12 Per Share For For Management 9 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 10 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital -------------------------------------------------------------------------------- MASTERCARD INCORPORATED Ticker: MA Security ID: 57636Q104 Meeting Date: JUN 28, 2016 Meeting Type: Annual Record Date: APR 29, 2016 # 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 Julius Genachowski For For Management 1g Elect Director Merit E. Janow For For Management 1h Elect Director Nancy J. Karch For For Management 1i Elect Director Oki Matsumoto For For Management 1j Elect Director Rima Qureshi For For Management 1k Elect Director Jose Octavio Reyes For For Management Lagunes 1l Elect Director Jackson Tai For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- MEAD JOHNSON NUTRITION COMPANY Ticker: MJN Security ID: 582839106 Meeting Date: MAY 11, 2016 Meeting Type: Annual Record Date: MAR 21, 2016 # 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 Michael Grobstein For For Management 1i Elect Director Peter Kasper Jakobsen For For Management 1j Elect Director Peter G. Ratcliffe For For Management 1k Elect Director Michael A. Sherman For For Management 1l Elect Director Elliott Sigal For For Management 1m Elect Director Robert S. Singer 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 -------------------------------------------------------------------------------- METTLER-TOLEDO INTERNATIONAL INC. Ticker: MTD Security ID: 592688105 Meeting Date: MAY 05, 2016 Meeting Type: Annual Record Date: MAR 07, 2016 # 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 Richard Francis For For Management 1.6 Elect Director Constance L. Harvey For For Management 1.7 Elect Director Michael A. Kelly For For Management 1.8 Elect Director Hans Ulrich Maerki For For Management 1.9 Elect Director Thomas P. Salice For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Amend Executive Incentive Bonus Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- MICROCHIP TECHNOLOGY INCORPORATED Ticker: MCHP Security ID: 595017104 Meeting Date: AUG 14, 2015 Meeting Type: Annual Record Date: JUN 18, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Steve Sanghi For For Management 1.2 Elect Director Matthew W. Chapman For For Management 1.3 Elect Director L.B. Day For For Management 1.4 Elect Director Esther L. Johnson For For Management 1.5 Elect Director Wade F. Meyercord For For Management 2 Approve Conversion of Securities For For Management 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- MONSANTO COMPANY Ticker: MON Security ID: 61166W101 Meeting Date: JAN 29, 2016 Meeting Type: Annual Record Date: DEC 01, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Gregory H. Boyce For For Management 1b Elect Director David L. Chicoine For For Management 1c Elect Director Janice L. Fields For For Management 1d Elect Director Hugh Grant For For Management 1e Elect Director Arthur H. Harper For For Management 1f Elect Director Laura K. Ipsen For For Management 1g Elect Director Marcos M. Lutz For For Management 1h Elect Director C. Steven McMillan For For Management 1i Elect Director Jon R. Moeller For For Management 1j Elect Director William U. Parfet For For Management 1k Elect Director George H. Poste For For Management 1l Elect Director Robert J.Stevens For For Management 1m Elect Director Patricia Verduin 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 Amend Executive Incentive Bonus Plan For For Management 5 Report on Effectiveness and Risks of Against Against Shareholder Glyphosate Use 6 Report on Lobbying Payments and Policy Against For Shareholder 7 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- MOODY'S CORPORATION Ticker: MCO Security ID: 615369105 Meeting Date: APR 12, 2016 Meeting Type: Annual Record Date: FEB 17, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Basil L. Anderson For For Management 1.2 Elect Director Jorge A. Bermudez For For Management 1.3 Elect Director Darrell Duffie For For Management 1.4 Elect Director Kathryn M. Hill For For Management 1.5 Elect Director Ewald Kist For For Management 1.6 Elect Director Raymond W. McDaniel, Jr. For For Management 1.7 Elect Director Henry A. McKinnell, Jr. For For Management 1.8 Elect Director Leslie F. Seidman For For Management 1.9 Elect Director Bruce Van Saun For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- NIKE, INC. Ticker: NKE Security ID: 654106103 Meeting Date: SEP 17, 2015 Meeting Type: Annual Record Date: JUL 20, 2015 # 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 Michelle A. Peluso For For Management 1.4 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 Amend Omnibus Stock Plan For Against Management 6 Report on Political Contributions Against For Shareholder 7 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- OMNICOM GROUP INC. Ticker: OMC Security ID: 681919106 Meeting Date: MAY 24, 2016 Meeting Type: Annual Record Date: APR 04, 2016 # 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 Susan S. Denison For For Management 1.8 Elect Director Michael A. Henning For For Management 1.9 Elect Director Deborah J. Kissire 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 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Prepare Employment Diversity Report Against For Shareholder 5 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- ORACLE CORPORATION Ticker: ORCL Security ID: 68389X105 Meeting Date: NOV 18, 2015 Meeting Type: Annual Record Date: SEP 21, 2015 # 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 Leon E. Panetta For For Management 1.12 Elect Director Naomi O. Seligman For Withhold Management 2 Amend Executive Incentive Bonus Plan For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Ratify Ernst & Young LLP as Auditors For For Management 5 Adopt Quantitative Renewable Energy Against Against Shareholder Goals 6 Proxy Access Against For Shareholder 7 Approve Quantifiable Performance Against For Shareholder Metrics 8 Amend Corporate Governance Guidelines Against For Shareholder 9 Proxy Voting Disclosure, Against Against Shareholder Confidentiality, and Tabulation 10 Report on Lobbying Payments and Policy Against For Shareholder -------------------------------------------------------------------------------- PEPSICO, INC. Ticker: PEP Security ID: 713448108 Meeting Date: MAY 04, 2016 Meeting Type: Annual Record Date: FEB 26, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Shona L. Brown For For Management 1b Elect Director George W. Buckley For For Management 1c Elect Director Cesar Conde For For Management 1d Elect Director Ian M. Cook For For Management 1e Elect Director Dina Dublon For For Management 1f Elect Director Rona A. Fairhead For For Management 1g Elect Director Richard W. Fisher For For Management 1h Elect Director William R. Johnson For For Management 1i Elect Director Indra K. Nooyi For For Management 1j Elect Director David C. Page For For Management 1k Elect Director Robert C. Pohlad For For Management 1l Elect Director Lloyd G. Trotter For For Management 1m Elect Director Daniel Vasella For For Management 1n Elect Director Alberto Weisser 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 Amend Omnibus Stock Plan For For Management 5 Establish a Board Committee on Against Against Shareholder Sustainability 6 Report on Plans to Minimize Against Against Shareholder Pesticides' Impact on Pollinators 7 Adopt Holy Land Principles Against Against Shareholder 8 Adopt Quantitative Renewable Energy Against Against Shareholder Goals -------------------------------------------------------------------------------- PERNOD RICARD Ticker: RI Security ID: F72027109 Meeting Date: NOV 06, 2015 Meeting Type: Annual/Special Record Date: NOV 03, 2015 # 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 1.80 per Share 4 Approve Auditors' Special Report on For For Management Related-Party Transactions 5 Approve Agreements with Alexandre For For Management Ricard, Chairman and CEO 6 Ratify Appointment of Veronica Vargas For For Management as Director 7 Reelect Nicole Bouton as Director For For Management 8 Elect Kory Sorenson as Director For For Management 9 Appoint CBA as Alternate Auditor For For Management 10 Approve Remuneration of Directors in For For Management the Aggregate Amount of EUR 950,000 11 Advisory Vote on Compensation of For For Management Alexandre Ricard, Chairman and CEO Since Feb. 11, 2015 and Vice-CEO Previously 12 Advisory Vote on Compensation of For Against Management Pierre Pringuet, CEO Until Feb. 11, 2015 13 Advisory Vote on Compensation of For For Management Daniele Ricard, Chairman Until Feb. 11, 2015 14 Authorize Repurchase of Up to 10 For Against Management Percent of Issued Share Capital 15 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 16 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 135 Million 17 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 41 Million 18 Authorize Board to Increase Capital in For For Management the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above 19 Authorize Capital Increase of up to 10 For For Management Percent of Issued Capital for Contributions in Kind 20 Authorize Capital Increase of up to 10 For For Management Percent of Issued Capital for Future Exchange Offers 21 Authorize Capitalization of Reserves For For Management of Up to EUR 135 Million for Bonus Issue or Increase in Par Value 22 Authorize up to 1.5 Percent of Issued For For Management Capital for Use in Restricted Stock Plans 23 Authorize up to 1.5 Percent of Issued For For Management Capital for Use in Stock Option Plans 24 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 25 Amend Article 33 of Bylaws Re: Record For For Management Date 26 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- PPG INDUSTRIES, INC. Ticker: PPG Security ID: 693506107 Meeting Date: APR 21, 2016 Meeting Type: Annual Record Date: FEB 19, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James G. Berges For For Management 1.2 Elect Director John V. Faraci For For Management 1.3 Elect Director Victoria F. Haynes For For Management 1.4 Elect Director Michael H. McGarry For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Amend Omnibus Stock Plan For For Management 5 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 6 Adopt a Payout Policy Giving Against Against Shareholder Preference to Share Buybacks Over Dividends -------------------------------------------------------------------------------- PRAXAIR, INC. Ticker: PX Security ID: 74005P104 Meeting Date: APR 26, 2016 Meeting Type: Annual Record Date: MAR 01, 2016 # 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 Nance K. Dicciani For For Management 1.4 Elect Director Edward G. Galante For For Management 1.5 Elect Director Ira D. Hall For For Management 1.6 Elect Director Raymond W. LeBoeuf For For Management 1.7 Elect Director Larry D. McVay For For Management 1.8 Elect Director Denise L. Ramos For For Management 1.9 Elect Director Martin H. Richenhagen For For Management 1.10 Elect Director Wayne T. Smith For For Management 1.11 Elect Director Robert L. Wood 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 Approve Executive Incentive Bonus Plan For For Management 5 Adopt a Payout Policy Giving Against Against Shareholder Preference to Share Buybacks Over Dividends -------------------------------------------------------------------------------- PRECISION CASTPARTS CORP. Ticker: PCP Security ID: 740189105 Meeting Date: AUG 17, 2015 Meeting Type: Annual Record Date: JUN 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Peter B. Delaney None None Management (Withdrawn) 1b Elect Director Mark Donegan For For Management 1c Elect Director Don R. Graber For For Management 1d Elect Director Lester L. Lyles For For Management 1e Elect Director Vernon E. Oechsle For For Management 1f Elect Director James F. Palmer None None Management (Withdrawn) 1g Elect Director Ulrich Schmidt For For Management 1h Elect Director Richard L. Wambold For For Management 1i Elect Director Timothy A. Wicks For For Management 1j Elect Director Janet C. Wolfenbarger None None Management (Withdrawn) 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Proxy Access Against For Shareholder -------------------------------------------------------------------------------- SCHLUMBERGER LIMITED Ticker: SLB Security ID: 806857108 Meeting Date: APR 06, 2016 Meeting Type: Annual Record Date: FEB 17, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Peter L.S. Currie For For Management 1b Elect Director V. Maureen Kempston For For Management Darkes 1c Elect Director Paal Kibsgaard For For Management 1d Elect Director Nikolay Kudryavtsev For For Management 1e Elect Director Michael E. Marks For For Management 1f Elect Director Indra K. Nooyi For For Management 1g Elect Director Lubna S. Olayan For For Management 1h Elect Director Leo Rafael Reif For For Management 1i Elect Director Tore I. Sandvold For For Management 1j Elect Director Henri Seydoux For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Adopt and Approve Financials and For For Management Dividends 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 5 Amend Articles For For Management 6 Fix Number of Directors at Twelve For For Management 7 Amend 2010 Omnibus Stock Incentive Plan For For Management -------------------------------------------------------------------------------- TAIWAN SEMICONDUCTOR MANUFACTURING CO., LTD. Ticker: 2330 Security ID: 874039100 Meeting Date: JUN 07, 2016 Meeting Type: Annual Record Date: APR 11, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles of Association For For Management 2.1 Approve Business Operations Report and For For Management Financial Statements 2.2 Approve Profit Distribution For For Management -------------------------------------------------------------------------------- TEXAS INSTRUMENTS INCORPORATED Ticker: TXN Security ID: 882508104 Meeting Date: APR 21, 2016 Meeting Type: Annual Record Date: FEB 22, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Ralph W. Babb, Jr. For For Management 1b Elect Director Mark A. Blinn For For Management 1c Elect Director Daniel A. Carp For For Management 1d Elect Director Janet F. Clark For For Management 1e Elect Director Carrie S. Cox For For Management 1f Elect Director Ronald Kirk For For Management 1g Elect Director Pamela H. Patsley For For Management 1h Elect Director Robert E. Sanchez For For Management 1i Elect Director Wayne R. Sanders For For Management 1j Elect Director Richard K. Templeton For For Management 1k Elect Director Christine Todd Whitman 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 4 Amend Omnibus Stock Plan For Against Management -------------------------------------------------------------------------------- THE CHARLES SCHWAB CORPORATION Ticker: SCHW Security ID: 808513105 Meeting Date: MAY 17, 2016 Meeting Type: Annual Record Date: MAR 18, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director John K. Adams, Jr. For For Management 1b Elect Director Stephen A. Ellis For For Management 1c Elect Director Arun Sarin For For Management 1d Elect Director Charles R. Schwab For For Management 1e Elect Director Paula A. Sneed 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 Report on Lobbying Payments and Policy Against For Shareholder 5 Prepare Employment Diversity Report Against For Shareholder -------------------------------------------------------------------------------- THE COOPER COMPANIES, INC. Ticker: COO Security ID: 216648402 Meeting Date: MAR 14, 2016 Meeting Type: Annual Record Date: JAN 19, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director A. Thomas Bender For For Management 1.2 Elect Director Michael H. Kalkstein For For Management 1.3 Elect Director Jody S. Lindell For For Management 1.4 Elect Director Gary S. Petersmeyer For For Management 1.5 Elect Director Allan E. Rubenstein For For Management 1.6 Elect Director Robert S. Weiss For For Management 1.7 Elect Director Stanley Zinberg For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- THE SHERWIN-WILLIAMS COMPANY Ticker: SHW Security ID: 824348106 Meeting Date: APR 20, 2016 Meeting Type: Annual Record Date: FEB 22, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Arthur F. Anton For For Management 1.2 Elect Director Christopher M. Connor For For Management 1.3 Elect Director David F. Hodnik For For Management 1.4 Elect Director Thomas G. Kadien For For Management 1.5 Elect Director Richard J. Kramer For For Management 1.6 Elect Director Susan J. Kropf For For Management 1.7 Elect Director John G. Morikis For For Management 1.8 Elect Director Christine A. Poon For For Management 1.9 Elect Director John M. Stropki For For Management 1.10 Elect Director Matthew Thornton, III For For Management 1.11 Elect Director Steven H. Wunning For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Non-Employee Director Omnibus For For Management Stock Plan 4 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- THE TJX COMPANIES, INC. Ticker: TJX Security ID: 872540109 Meeting Date: JUN 07, 2016 Meeting Type: Annual Record Date: APR 11, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Zein Abdalla For For Management 1.2 Elect Director Jose B. Alvarez For For Management 1.3 Elect Director Alan M. Bennett For For Management 1.4 Elect Director David T. Ching For For Management 1.5 Elect Director Ernie Herrman For For Management 1.6 Elect Director Michael F. Hines For For Management 1.7 Elect Director Amy B. Lane For For Management 1.8 Elect Director Carol Meyrowitz For For Management 1.9 Elect Director John F. O'Brien For For Management 1.10 Elect Director Willow B. Shire 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 Include Executive Diversity as a Against Against Shareholder Performance Measure for Senior Executive Compensation 5 Report on Pay Disparity Against Against Shareholder -------------------------------------------------------------------------------- THE WALT DISNEY COMPANY Ticker: DIS Security ID: 254687106 Meeting Date: MAR 03, 2016 Meeting Type: Annual Record Date: JAN 04, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Susan E. Arnold For For Management 1b Elect Director John S. Chen For For Management 1c Elect Director Jack Dorsey For For Management 1d Elect Director Robert A. Iger For For Management 1e Elect Director Maria Elena Lagomasino For Against Management 1f Elect Director Fred H. Langhammer For For Management 1g Elect Director Aylwin B. Lewis For For Management 1h Elect Director Robert W. Matschullat For For Management 1i Elect Director Mark G. Parker For For Management 1j Elect Director Sheryl K. Sandberg For For Management 1k Elect Director Orin C. Smith 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 Reduce Supermajority Vote Requirement For For Management 5 Reduce Supermajority Vote Requirement Against For Shareholder 6 Report on Lobbying Payments and Policy Against For Shareholder -------------------------------------------------------------------------------- THERMO FISHER SCIENTIFIC INC. Ticker: TMO Security ID: 883556102 Meeting Date: MAY 18, 2016 Meeting Type: Annual Record Date: MAR 28, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Marc N. Casper For For Management 1b Elect Director Nelson J. Chai For For Management 1c Elect Director C. Martin Harris For For Management 1d Elect Director Tyler Jacks For For Management 1e Elect Director Judy C. Lewent For For Management 1f Elect Director Thomas J. Lynch For For Management 1g Elect Director Jim P. Manzi For For Management 1h Elect Director William G. Parrett For For Management 1i Elect Director Scott M. Sperling For For Management 1j Elect Director Elaine S. Ullian For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- TIME WARNER INC. Ticker: TWX Security ID: 887317303 Meeting Date: JUN 17, 2016 Meeting Type: Annual Record Date: APR 20, 2016 # 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 Carlos M. Gutierrez For For Management 1.9 Elect Director Fred Hassan 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 Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- UNION PACIFIC CORPORATION Ticker: UNP Security ID: 907818108 Meeting Date: MAY 12, 2016 Meeting Type: Annual Record Date: MAR 11, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Andrew H. Card, Jr. For For Management 1.2 Elect Director Erroll B. Davis, Jr. For For Management 1.3 Elect Director David B. Dillon For For Management 1.4 Elect Director Lance M. Fritz For For Management 1.5 Elect Director Charles C. Krulak For For Management 1.6 Elect Director Jane H. Lute For For Management 1.7 Elect Director Michael R. McCarthy For For Management 1.8 Elect Director Michael W. McConnell For For Management 1.9 Elect Director Thomas F. McLarty, III For For Management 1.10 Elect Director Steven R. Rogel For For Management 1.11 Elect Director Jose H. Villarreal 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 Stock Retention Against Against Shareholder 5 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- UNITED TECHNOLOGIES CORPORATION Ticker: UTX Security ID: 913017109 Meeting Date: APR 25, 2016 Meeting Type: Annual Record Date: FEB 29, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director John V. Faraci For For Management 1b Elect Director Jean-Pierre Garnier For For Management 1c Elect Director Gregory J. Hayes For For Management 1d Elect Director Edward A. Kangas For For Management 1e Elect Director Ellen J. Kullman For For Management 1f Elect Director Marshall O. Larsen For For Management 1g Elect Director Harold McGraw, III For For Management 1h Elect Director Richard B. Myers For For Management 1i Elect Director Fredric G. Reynolds For For Management 1j Elect Director Brian C. Rogers For For Management 1k Elect Director H. Patrick Swygert For For Management 1l Elect Director Andre Villeneuve For For Management 1m Elect Director Christine Todd Whitman For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Eliminate Cumulative Voting For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- V.F. CORPORATION Ticker: VFC Security ID: 918204108 Meeting Date: APR 26, 2016 Meeting Type: Annual Record Date: MAR 01, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard T. Carucci For For Management 1.2 Elect Director Juliana L. Chugg For For Management 1.3 Elect Director Juan Ernesto de Bedout For For Management 1.4 Elect Director Mark S. Hoplamazian For For Management 1.5 Elect Director Robert J. Hurst For For Management 1.6 Elect Director Laura W. Lang For For Management 1.7 Elect Director W. Alan McCollough For For Management 1.8 Elect Director W. Rodney McMullen For For Management 1.9 Elect Director Clarence Otis, Jr. For For Management 1.10 Elect Director Steven E. Rendle For For Management 1.11 Elect Director Matthew J. Shattock For For Management 1.12 Elect Director Eric C. Wiseman For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- VISA INC. Ticker: V Security ID: 92826C839 Meeting Date: FEB 03, 2016 Meeting Type: Annual Record Date: DEC 07, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Lloyd A. Carney 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 Alfred F. Kelly, Jr. For For Management 1e Elect Director Robert W. Matschullat For For Management 1f Elect Director Cathy E. Minehan For For Management 1g Elect Director Suzanne Nora Johnson For For Management 1h Elect Director David J. Pang For For Management 1i Elect Director Charles W. Scharf For For Management 1j Elect Director John A. C. Swainson For For Management 1k Elect Director Maynard G. Webb, Jr. For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Amend Executive Incentive Bonus Plan For For Management 5 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- W.W. GRAINGER, INC. Ticker: GWW Security ID: 384802104 Meeting Date: APR 27, 2016 Meeting Type: Annual Record Date: MAR 07, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Rodney C. Adkins For For Management 1.2 Elect Director Brian P. Anderson For For Management 1.3 Elect Director V. Ann Hailey For For Management 1.4 Elect Director Stuart L. Levenick For For Management 1.5 Elect Director Neil S. Novich For For Management 1.6 Elect Director Michael J. Roberts For For Management 1.7 Elect Director Gary L. Rogers For For Management 1.8 Elect Director James T. Ryan For For Management 1.9 Elect Director E. Scott Santi For For Management 1.10 Elect Director James D. Slavik 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 -------------------------------------------------------------------------------- WATERS CORPORATION Ticker: WAT Security ID: 941848103 Meeting Date: MAY 11, 2016 Meeting Type: Annual Record Date: MAR 17, 2016 # 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 Christopher J. O'Connell For For Management 1.9 Elect Director JoAnn A. Reed For For Management 1.10 Elect Director Thomas P. Salice For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- ZOETIS INC. Ticker: ZTS Security ID: 98978V103 Meeting Date: MAY 12, 2016 Meeting Type: Annual Record Date: MAR 18, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Juan Ramon Alaix For For Management 1.2 Elect Director Paul M. Bisaro For For Management 1.3 Elect Director Frank A. D'Amelio For For Management 1.4 Elect Director Michael B. McCallister For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management ========== END NPX REPORT SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Registrant: MASSACHUSETTS INVESTORS GROWTH STOCK FUND By (Signature and Title): ROBIN STELMACH* ---------------------------------------------- Robin Stelmach, Principal Executive Officer & President Date: August 29, 2016 *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.