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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-PX
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ANNUAL REPORT OF PROXY VOTING RECORD OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21780
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MFS SERIES TRUST XII
(Exact name of registrant as specified in charter)
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111 Huntington Avenue, Boston, Massachusetts 02199
(Address of principal executive offices) (Zip code)
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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
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Date of fiscal year end: April 30 and October 31*
Date of reporting period: July 1, 2015 - June 30, 2016
* 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: 07/01/2015 - 06/30/2016
MFS Series Trust XII
======================== MFS Equity Opportunities Fund =========================
ALLISON TRANSMISSION HOLDINGS, INC.
Ticker: ALSN Security ID: 01973R101
Meeting Date: MAY 12, 2016 Meeting Type: Annual
Record Date: MAR 28, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director David F. Denison For For Management
1b Elect Director David C. Everitt For For Management
1c Elect Director James A. Star 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 Declassify the Board of Directors For For Management
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AMAZON.COM, INC.
Ticker: AMZN Security ID: 023135106
Meeting Date: MAY 17, 2016 Meeting Type: Annual
Record Date: MAR 23, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Jeffrey P. Bezos For For Management
1b Elect Director Tom A. Alberg For For Management
1c Elect Director John Seely Brown For For Management
1d Elect Director William B. Gordon For For Management
1e Elect Director Jamie S. Gorelick For For Management
1f Elect Director Judith A. McGrath For For Management
1g Elect Director Jonathan J. Rubinstein For For Management
1h Elect Director Thomas O. Ryder For For Management
1i Elect Director Patricia Q. Stonesifer For For Management
1j Elect Director Wendell P. Weeks For For Management
2 Ratify Ernst & Young LLP as Auditors For For Management
3 Report on Sustainability, Including Against For Shareholder
GHG Goals
4 Report on Human Rights Risk Assessment Against For Shareholder
Process
5 Report on Political Contributions Against Against Shareholder
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AMERICAN ELECTRIC POWER COMPANY, INC.
Ticker: AEP Security ID: 025537101
Meeting Date: APR 26, 2016 Meeting Type: Annual
Record Date: FEB 29, 2016
# 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
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ARCHER-DANIELS-MIDLAND COMPANY
Ticker: ADM Security ID: 039483102
Meeting Date: MAY 05, 2016 Meeting Type: Annual
Record Date: MAR 10, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Alan L. Boeckmann For For Management
1.2 Elect Director Mollie Hale Carter For For Management
1.3 Elect Director Terrell K. Crews For For Management
1.4 Elect Director Pierre Dufour For For Management
1.5 Elect Director Donald E. Felsinger For For Management
1.6 Elect Director Juan R. Luciano For For Management
1.7 Elect Director Antonio Maciel Neto For For Management
1.8 Elect Director Patrick J. Moore For For Management
1.9 Elect Director Francisco Sanchez For For Management
1.10 Elect Director Debra A. Sandler For For Management
1.11 Elect Director Daniel Shih For For Management
1.12 Elect Director Kelvin R. Westbrook 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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ASPEN TECHNOLOGY, INC.
Ticker: AZPN Security ID: 045327103
Meeting Date: DEC 11, 2015 Meeting Type: Annual
Record Date: OCT 13, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Gary E. Haroian For For Management
1.2 Elect Director Antonio J. Pietri 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 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
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AVALONBAY COMMUNITIES, INC.
Ticker: AVB Security ID: 053484101
Meeting Date: MAY 19, 2016 Meeting Type: Annual
Record Date: MAR 07, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Glyn F. Aeppel For For Management
1.2 Elect Director Terry S. Brown For For Management
1.3 Elect Director Alan B. Buckelew For For Management
1.4 Elect Director Ronald L. Havner, Jr. For For Management
1.5 Elect Director Timothy J. Naughton For For Management
1.6 Elect Director Lance R. Primis For For Management
1.7 Elect Director Peter S. Rummell For For Management
1.8 Elect Director H. Jay Sarles For For Management
1.9 Elect Director W. Edward Walter 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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BED BATH & BEYOND INC.
Ticker: BBBY Security ID: 075896100
Meeting Date: JUL 02, 2015 Meeting Type: Annual
Record Date: MAY 06, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Warren Eisenberg For For Management
1b Elect Director Leonard Feinstein For For Management
1c Elect Director Steven H. Temares For For Management
1d Elect Director Dean S. Adler For For Management
1e Elect Director Stanley F. Barshay For For Management
1f Elect Director Geraldine T. Elliott For For Management
1g Elect Director Klaus Eppler For For Management
1h Elect Director Patrick R. Gaston For For Management
1i Elect Director Jordan Heller For For Management
1j Elect Director Victoria A. Morrison For For Management
2 Ratify KPMG LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
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BROADCOM CORPORATION
Ticker: BRCM Security ID: 111320107
Meeting Date: NOV 10, 2015 Meeting Type: Special
Record Date: SEP 25, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Adjourn Meeting For For Management
3 Advisory Vote on Golden Parachutes For For Management
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BROADCOM LIMITED
Ticker: AVGO Security ID: Y09827109
Meeting Date: APR 06, 2016 Meeting Type: Annual
Record Date: FEB 12, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Hock E. Tan For For Management
1b Elect Director James V. Diller For For Management
1c Elect Director Lewis C. Eggebrecht For For Management
1d Elect Director Kenneth Y. Hao For For Management
1e Elect Director Eddy W. Hartenstein For For Management
1f Elect Director Justine F. Lien For For Management
1g Elect Director Donald Macleod For For Management
1h Elect Director Peter J. Marks For For Management
1i Elect Director Henry S. Samueli For For Management
1j Elect Director Lucien Y. K. Wong For For Management
2 Approve PricewaterhouseCoopers LLP as For For Management
Auditors and Authorize Board to Fix
Their Remuneration
3 Approve Issuance of Shares with or For For Management
without Preemptive Rights
4 Approve Cash Compensation to Directors For For Management
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BURLINGTON STORES, INC.
Ticker: BURL Security ID: 122017106
Meeting Date: JUL 17, 2015 Meeting Type: Annual
Record Date: MAY 22, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Thomas A. Kingsbury For For Management
1.2 Elect Director Frank Cooper, III For For Management
1.3 Elect Director William P. McNamara 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
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CELGENE CORPORATION
Ticker: CELG Security ID: 151020104
Meeting Date: JUN 15, 2016 Meeting Type: Annual
Record Date: APR 18, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert J. Hugin For For Management
1.2 Elect Director Mark J. Alles For For Management
1.3 Elect Director Richard W. Barker For For Management
1.4 Elect Director Michael W. Bonney For For Management
1.5 Elect Director Michael D. Casey For For Management
1.6 Elect Director Carrie S. Cox For For Management
1.7 Elect Director Jacqualyn A. Fouse For For Management
1.8 Elect Director Michael A. Friedman For For Management
1.9 Elect Director Julia A. Haller For For Management
1.10 Elect Director Gilla S. Kaplan For For Management
1.11 Elect Director James J. Loughlin For For Management
1.12 Elect Director Ernest Mario For For Management
2 Ratify KPMG LLP as Auditors For For Management
3 Amend Omnibus Stock Plan For Against Management
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
5 Adopt the Jurisdiction of For For Management
Incorporation as the Exclusive Forum
for Certain Disputes
6 Call Special Meetings Against For Shareholder
7 Proxy Access Against For Shareholder
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COMMUNITY HEALTH SYSTEMS, INC.
Ticker: CYH Security ID: 203668108
Meeting Date: MAY 17, 2016 Meeting Type: Annual
Record Date: MAR 25, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director W. Larry Cash For For Management
1b Elect Director John A. Clerico For For Management
1c Elect Director James S. Ely, III For For Management
1d Elect Director John A. Fry For For Management
1e Elect Director William Norris Jennings For For Management
1f Elect Director Julia B. North For For Management
1g Elect Director Wayne T. Smith For For Management
1h Elect Director H. Mitchell Watson, Jr. For For Management
1i Elect Director H. James Williams 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 Deloitte & Touche LLP as For For Management
Auditors
5 Proxy Access Against For Shareholder
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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
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DISCOVER FINANCIAL SERVICES
Ticker: DFS Security ID: 254709108
Meeting Date: MAY 12, 2016 Meeting Type: Annual
Record Date: MAR 14, 2016
# 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 Joseph F. Eazor For For Management
1.6 Elect Director Cynthia A. Glassman For For Management
1.7 Elect Director Richard H. Lenny For For Management
1.8 Elect Director Thomas G. Maheras For For Management
1.9 Elect Director Michael H. Moskow For For Management
1.10 Elect Director David W. Nelms For For Management
1.11 Elect Director Mark A. Thierer For For Management
1.12 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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EAGLE MATERIALS INC.
Ticker: EXP Security ID: 26969P108
Meeting Date: AUG 06, 2015 Meeting Type: Annual
Record Date: JUN 08, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1A Elect Director F. William Barnett For For Management
1B Elect Director Richard Beckwitt For For Management
1C Elect Director Ed H. Bowman For For Management
1D Elect Director David W. Quinn 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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EAST WEST BANCORP, INC.
Ticker: EWBC Security ID: 27579R104
Meeting Date: MAY 24, 2016 Meeting Type: Annual
Record Date: MAR 28, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Molly Campbell For For Management
1.2 Elect Director Iris S. Chan For For Management
1.3 Elect Director Rudolph I. Estrada For For Management
1.4 Elect Director Paul H. Irving For For Management
1.5 Elect Director John M. Lee For For Management
1.6 Elect Director Herman Y. Li For For Management
1.7 Elect Director Jack C. Liu For For Management
1.8 Elect Director Dominic Ng For For Management
1.9 Elect Director Keith W. Renken For For Management
1.10 Elect Director Lester M. Sussman 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 KPMG LLP as Auditors For For Management
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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
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EXELON CORPORATION
Ticker: EXC Security ID: 30161N101
Meeting Date: APR 26, 2016 Meeting Type: Annual
Record Date: MAR 04, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Anthony K. Anderson For For Management
1b Elect Director Ann C. Berzin For For Management
1c Elect Director Christopher M. Crane For For Management
1d Elect Director Yves C. de Balmann For For Management
1e Elect Director Nicholas DeBenedictis For For Management
1f Elect Director Nancy L. Gioia For For Management
1g Elect Director Linda P. Jojo For For Management
1h Elect Director Paul L. Joskow For For Management
1i Elect Director Robert J. Lawless For For Management
1j Elect Director Richard W. Mies For For Management
1k Elect Director John W. Rogers, Jr. For For Management
1l Elect Director Mayo A. Shattuck, III For For Management
1m Elect Director Stephen D. Steinour 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 Provide Proxy Access Right For For Management
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GRAMERCY PROPERTY TRUST INC.
Ticker: GPT Security ID: 38489R605
Meeting Date: DEC 15, 2015 Meeting Type: Special
Record Date: OCT 08, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Advisory Vote on Golden Parachutes For For Management
3 Adjourn Meeting For For Management
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INTERFACE, INC.
Ticker: TILE Security ID: 458665304
Meeting Date: MAY 17, 2016 Meeting Type: Annual
Record Date: MAR 11, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John P. Burke For Withhold Management
1.2 Elect Director Andrew B. Cogan For Withhold Management
1.3 Elect Director Carl I. Gable For Withhold Management
1.4 Elect Director Jay D. Gould For For Management
1.5 Elect Director Daniel T. Hendrix For Withhold Management
1.6 Elect Director Christopher G. Kennedy For Withhold Management
1.7 Elect Director K. David Kohler For Withhold Management
1.8 Elect Director James B. Miller, Jr. For Withhold Management
1.9 Elect Director Sheryl D. Palmer For Withhold Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify BDO USA, LLP as Auditors For For Management
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INTUIT INC.
Ticker: INTU Security ID: 461202103
Meeting Date: JAN 21, 2016 Meeting Type: Annual
Record Date: NOV 23, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Eve Burton For For Management
1b Elect Director Scott D. Cook For For Management
1c Elect Director Richard L. Dalzell For For Management
1d Elect Director Diane B. Greene For For Management
1e Elect Director Suzanne Nora Johnson For For Management
1f Elect Director Dennis D. Powell For For Management
1g Elect Director Brad D. Smith For For Management
1h Elect Director Jeff Weiner 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 17, 2016 Meeting Type: Annual
Record Date: MAR 18, 2016
# 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 For Management
Executive Officers' Compensation
3 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
4 Require Independent Board Chairman Against For Shareholder
5 Provide Vote Counting to Exclude Against Against Shareholder
Abstentions
6 Prohibit Accelerated Vesting of Awards Against Against Shareholder
to Pursue Government Service
7 Appoint Committee to Explore the Against Against Shareholder
Feasibly to Divest Non-Core Banking
Segments
8 Clawback Amendment Against Against Shareholder
9 Adopt Executive Compensation Against Against Shareholder
Philosophy with Social Factors
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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
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MARATHON PETROLEUM CORPORATION
Ticker: MPC Security ID: 56585A102
Meeting Date: APR 27, 2016 Meeting Type: Annual
Record Date: FEB 29, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Evan Bayh For For Management
1.2 Elect Director Charles E. Bunch For For Management
1.3 Elect Director Frank M. Semple 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 Proxy Access Right Against Against Shareholder
5 Report on EHS Incidents and Worker Against Against Shareholder
Fatigue Policies
6 Adopt Quantitative GHG Goals for Against Against Shareholder
Products and Operations
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MASIMO CORPORATION
Ticker: MASI Security ID: 574795100
Meeting Date: APR 20, 2016 Meeting Type: Annual
Record Date: MAR 07, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Craig Reynolds 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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MERCK & CO., INC.
Ticker: MRK Security ID: 58933Y105
Meeting Date: MAY 24, 2016 Meeting Type: Annual
Record Date: MAR 31, 2016
# 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 Pamela J. Craig For For Management
1d Elect Director Kenneth C. Frazier For For Management
1e Elect Director Thomas H. Glocer 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 Paul B. Rothman For For Management
1j Elect Director Patricia F. Russo For For Management
1k Elect Director Craig B. Thompson For For Management
1l Elect Director Wendell P. Weeks For For Management
1m 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 Provide Right to Act by Written Consent Against For Shareholder
5 Require Independent Board Chairman Against Against Shareholder
6 Report on Policies for Safe Disposal Against Against Shareholder
of Prescription Drugs by Users
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METLIFE, INC.
Ticker: MET Security ID: 59156R108
Meeting Date: JUN 14, 2016 Meeting Type: Annual
Record Date: APR 19, 2016
# 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
2 Adopt the Jurisdiction of For For Management
Incorporation as the Exclusive Forum
for Certain Disputes
3 Ratify Deloitte & Touche LLP as For For Management
Auditors
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
5 Require Independent Board Chairman Against Against Shareholder
6 Provide Right to Act by Written Consent Against For Shareholder
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MID-AMERICA APARTMENT COMMUNITIES, INC.
Ticker: MAA Security ID: 59522J103
Meeting Date: MAY 17, 2016 Meeting Type: Annual
Record Date: MAR 11, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director H. Eric Bolton, Jr. For For Management
1b Elect Director Alan B. Graf, Jr. For For Management
1c Elect Director James K. Lowder For For Management
1d Elect Director Thomas H. Lowder For For Management
1e Elect Director Monica McGurk For For Management
1f Elect Director Claude B. Nielsen For For Management
1g Elect Director Philip W. Norwood For For Management
1h Elect Director W. Reid Sanders For For Management
1i Elect Director William B. Sansom For For Management
1j Elect Director Gary Shorb 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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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
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NORTHROP GRUMMAN CORPORATION
Ticker: NOC Security ID: 666807102
Meeting Date: MAY 18, 2016 Meeting Type: Annual
Record Date: MAR 22, 2016
# 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 Ann M. Fudge For For Management
1.6 Elect Director Bruce S. Gordon For For Management
1.7 Elect Director William H. Hernandez For For Management
1.8 Elect Director Madeleine A. Kleiner For For Management
1.9 Elect Director Karl J. Krapek For For Management
1.10 Elect Director Richard B. Myers For For Management
1.11 Elect Director Gary Roughead For For Management
1.12 Elect Director Thomas M. Schoewe For For Management
1.13 Elect Director James S. Turley 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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OWENS CORNING
Ticker: OC Security ID: 690742101
Meeting Date: APR 21, 2016 Meeting Type: Annual
Record Date: FEB 22, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director J. Brian Ferguson For For Management
1.2 Elect Director Ralph F. Hake For For Management
1.3 Elect Director F. Philip Handy For For Management
1.4 Elect Director James J. McMonagle For For Management
1.5 Elect Director W. Howard Morris For For Management
1.6 Elect Director Suzanne P. Nimocks For For Management
1.7 Elect Director Michael H. Thaman 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 Approve Executive Incentive Bonus Plan For For Management
6 Amend Certificate of Incorporation to For For Management
Eliminate Asbestos Personal Injury
Trust and Bankruptcy Related Language
7 Amend Bylaws Principally to Eliminate For For Management
Asbestos Personal Injury Trust and
Bankruptcy Related Language
8 Adopt Majority Voting for Uncontested For For Management
Election of Directors
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PPL CORPORATION
Ticker: PPL Security ID: 69351T106
Meeting Date: MAY 25, 2016 Meeting Type: Annual
Record Date: FEB 29, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Rodney C. Adkins For For Management
1.2 Elect Director John W. Conway For For Management
1.3 Elect Director Steven G. Elliott For For Management
1.4 Elect Director Raja Rajamannar For For Management
1.5 Elect Director Craig A. Rogerson For For Management
1.6 Elect Director William H. Spence For For Management
1.7 Elect Director Natica von Althann For For Management
1.8 Elect Director Keith H. Williamson For For Management
1.9 Elect Director Armando Zagalo de Lima 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 Increase Authorized Common Stock For For Management
5 Ratify Deloitte & Touche LLP as For For Management
Auditors
6 Require Independent Board Chairman Against Against Shareholder
7 Assess Plans to Increase Distributed Against For Shareholder
Low-Carbon Electricity Generation
--------------------------------------------------------------------------------
REGAL BELOIT CORPORATION
Ticker: RBC Security ID: 758750103
Meeting Date: APR 25, 2016 Meeting Type: Annual
Record Date: MAR 02, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Christopher L. Doerr For For Management
1b Elect Director Mark J. Gliebe For For Management
1c Elect Director Curtis W. Stoelting For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Approve Executive Incentive Bonus Plan For For Management
4 Ratify Deloitte & Touche LLP as For For Management
Auditors
--------------------------------------------------------------------------------
SNYDER'S-LANCE, INC.
Ticker: LNCE Security ID: 833551104
Meeting Date: MAY 04, 2016 Meeting Type: Annual
Record Date: MAR 09, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John E. Denton For For Management
1.2 Elect Director Brian J. Driscoll For For Management
1.3 Elect Director Lawrence V. Jackson For For Management
1.4 Elect Director David C. Moran For For Management
1.5 Elect Director Dan C. Swander For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Approve Omnibus Stock Plan For For Management
4 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
--------------------------------------------------------------------------------
SOVRAN SELF STORAGE, INC.
Ticker: SSS Security ID: 84610H108
Meeting Date: MAY 18, 2016 Meeting Type: Annual
Record Date: MAR 18, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert J. Attea For For Management
1.2 Elect Director Kenneth F. Myszka For For Management
1.3 Elect Director Charles E. Lannon For For Management
1.4 Elect Director Stephen R. Rusmisel For For Management
1.5 Elect Director Arthur L. Havener, Jr. For For Management
1.6 Elect Director Mark G. Barberio 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
--------------------------------------------------------------------------------
STORE CAPITAL CORPORATION
Ticker: STOR Security ID: 862121100
Meeting Date: JUN 02, 2016 Meeting Type: Annual
Record Date: APR 04, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Morton H. Fleischer For For Management
1.2 Elect Director Christopher H. Volk For For Management
1.3 Elect Director Joseph M. Donovan For For Management
1.4 Elect Director William F. Hipp For For Management
1.5 Elect Director Einar A. Seadler For For Management
1.6 Elect Director Rajath Shourie For For Management
1.7 Elect Director Derek Smith For Withhold Management
1.8 Elect Director Quentin P. Smith, Jr. 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 Advisory Vote on Say on Pay Frequency One Year One Year Management
--------------------------------------------------------------------------------
TARGET CORPORATION
Ticker: TGT Security ID: 87612E106
Meeting Date: JUN 08, 2016 Meeting Type: Annual
Record Date: APR 11, 2016
# 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 Robert L. Edwards For For Management
1g Elect Director Melanie L. Healey For For Management
1h Elect Director Donald R. Knauss For For Management
1i Elect Director Monica C. Lozano For For Management
1j Elect Director Mary E. Minnick For For Management
1k Elect Director Anne M. Mulcahy For Against Management
1l Elect Director Derica W. Rice For For Management
1m Elect Director Kenneth L. Salazar For For Management
1n 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 Report on Guidelines for Country Against Against Shareholder
Selection
--------------------------------------------------------------------------------
THE PRICELINE GROUP INC.
Ticker: PCLN Security ID: 741503403
Meeting Date: JUN 02, 2016 Meeting Type: Annual
Record Date: APR 07, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Timothy M. Armstrong For For Management
1.2 Elect Director Jeffery H. Boyd For For Management
1.3 Elect Director Jan L. Docter For For Management
1.4 Elect Director Jeffrey E. Epstein For For Management
1.5 Elect Director James M. Guyette For For Management
1.6 Elect Director Charles H. Noski For For Management
1.7 Elect Director Nancy B. Peretsman For For Management
1.8 Elect Director Thomas E. Rothman For For Management
1.9 Elect Director Craig W. Rydin For For Management
1.10 Elect Director Lynn M. Vojvodich 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
--------------------------------------------------------------------------------
TIME WARNER CABLE INC.
Ticker: TWC Security ID: 88732J207
Meeting Date: JUL 01, 2015 Meeting Type: Annual
Record Date: MAY 07, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Carole Black For For Management
1b Elect Director Thomas H. Castro For For Management
1c Elect Director David C. Chang For For Management
1d Elect Director James E. Copeland, Jr. For For Management
1e Elect Director Peter R. Haje For For Management
1f Elect Director Donna A. James For For Management
1g Elect Director Don Logan For For Management
1h Elect Director Robert D. Marcus For For Management
1i Elect Director N.J. Nicholas, Jr. For For Management
1j Elect Director Wayne H. Pace For For Management
1k Elect Director Edward D. Shirley For For Management
1l Elect Director John E. Sununu For For Management
2 Ratify Ernst & Young LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
4 Report on Lobbying Payments and Policy Against For Shareholder
5 Pro-rata Vesting of Equity Awards Against Against Shareholder
--------------------------------------------------------------------------------
TRAVELPORT WORLDWIDE LIMITED
Ticker: TVPT Security ID: G9019D104
Meeting Date: JUN 08, 2016 Meeting Type: Annual
Record Date: APR 13, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Douglas M. Steenland For For Management
1b Elect Director Gordon A. Wilson For For Management
1c Elect Director Gavin R. Baiera For For Management
1d Elect Director Gregory Blank For For Management
1e Elect Director Elizabeth L. Buse For For Management
1f Elect Director Steven R. Chambers For For Management
1g Elect Director Michael J. Durham For For Management
1h Elect Director Douglas A. Hacker For For Management
2 Ratify Deloitte 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
--------------------------------------------------------------------------------
TYSON FOODS, INC.
Ticker: TSN Security ID: 902494103
Meeting Date: FEB 05, 2016 Meeting Type: Annual
Record Date: DEC 07, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director John Tyson For For Management
1b Elect Director Gaurdie E. Banister, Jr. For For Management
1c Elect Director Mike Beebe For For Management
1d Elect Director Mikel A. Durham For For Management
1e Elect Director Kevin M. McNamara For For Management
1f Elect Director Brad T. Sauer For For Management
1g Elect Director Donnie Smith For For Management
1h Elect Director Robert Thurber For For Management
1i Elect Director Barbara A. Tyson For For Management
2 Amend Executive Incentive Bonus Plan For For Management
3 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
4 Report on the Risks Associated with Against For Shareholder
Use of Gestation Crates in Supply Chain
5 Implement a Water Quality Stewardship Against For Shareholder
Policy
6 Require Independent Board Chairman Against For Shareholder
7 Approve Recapitalization Plan for all Against For Shareholder
Stock to Have One-vote per Share
8 Report on Working Conditions Against Against Shareholder
9 Report on Lobbying Payments and Policy Against For Shareholder
--------------------------------------------------------------------------------
UNUM GROUP
Ticker: UNM Security ID: 91529Y106
Meeting Date: MAY 26, 2016 Meeting Type: Annual
Record Date: MAR 28, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Theodore H. Bunting, Jr. For For Management
1.2 Elect Director E. Michael Caulfield For For Management
1.3 Elect Director Joseph J. Echevarria For For Management
1.4 Elect Director Cynthia L. Egan For For Management
1.5 Elect Director Pamela H. Godwin For For Management
1.6 Elect Director Kevin T. Kabat For For Management
1.7 Elect Director Timothy F. Keaney For For Management
1.8 Elect Director Gloria C. Larson For For Management
1.9 Elect Director Richard P. McKenney For For Management
1.10 Elect Director Edward J. Muhl For For Management
1.11 Elect Director Ronald P. O'Hanley For For Management
1.12 Elect Director Francis J. Shammo For For Management
1.13 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
4 Approve Nonqualified Employee Stock For For Management
Purchase Plan
--------------------------------------------------------------------------------
VALERO ENERGY CORPORATION
Ticker: VLO Security ID: 91913Y100
Meeting Date: MAY 12, 2016 Meeting Type: Annual
Record Date: MAR 15, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Joseph W. Gorder For For Management
1b Elect Director Deborah P. Majoras For For Management
1c Elect Director Donald L. Nickles For For Management
1d Elect Director Philip J. Pfeiffer For For Management
1e Elect Director Robert A. Profusek For For Management
1f Elect Director Susan Kaufman Purcell For For Management
1g Elect Director Stephen M. Waters For For Management
1h Elect Director Randall J. Weisenburger For For Management
1i 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 Amend Certificate of Incorporation to For For Management
provide for removal of directors
without cause
5 Amend Omnibus Stock Plan 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 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.