================================================================================ 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) ----------------- Christopher R. Bohane 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, 2018 - June 30, 2019 ================================================================================ ITEM 1. PROXY VOTING RECORD. ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-00859 Reporting Period: 07/01/2018 - 06/30/2019 Massachusetts Investors Growth Stock Fund ================== Massachusetts Investors Growth Stock Fund =================== ABBOTT LABORATORIES Ticker: ABT Security ID: 002824100 Meeting Date: APR 26, 2019 Meeting Type: Annual Record Date: FEB 27, 2019 # 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 Michelle A. Kumbier 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 Daniel J. Starks For For Management 1.11 Elect Director John G. Stratton For For Management 1.12 Elect Director Glenn F. Tilton For Withhold Management 1.13 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 4 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- ACCENTURE PLC Ticker: ACN Security ID: G1151C101 Meeting Date: FEB 01, 2019 Meeting Type: Annual Record Date: DEC 03, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jaime Ardila For For Management 1b Elect Director Herbert Hainer For For Management 1c Elect Director Marjorie Magner For For Management 1d Elect Director Nancy McKinstry For For Management 1e Elect Director David P. Rowland For For Management 1f Elect Director Gilles C. Pelisson For For Management 1g Elect Director Paula A. Price For For Management 1h Elect Director Venkata (Murthy) For For Management Renduchintala 1i Elect Director Arun Sarin For For Management 1j Elect Director Frank K. Tang For For Management 1k Elect Director Tracey T. Travis For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Approve KPMG LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration 4 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights 5 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights 6 Determine the Price Range at which For For Management Accenture Plc can Re-issue Shares that it Acquires as Treasury Stock -------------------------------------------------------------------------------- ADIDAS AG Ticker: ADS Security ID: D0066B185 Meeting Date: MAY 09, 2019 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2018 (Non-Voting) 2 Approve Allocation of Income and For For Management Dividends of EUR 3.35 per Share 3 Approve Discharge of Management Board For For Management for Fiscal 2018 4 Approve Discharge of Supervisory Board For For Management for Fiscal 2018 5.1 Reelect Ian Gallienne to the For For Management Supervisory Board 5.2 Reelect Herbert Kauffmann to the For For Management Supervisory Board 5.3 Reelect Igor Landau to the Supervisory For For Management Board 5.4 Reelect Kathrin Menges to the For For Management Supervisory Board 5.5 Reelect Nassef Sawiris to the For For Management Supervisory Board 5.6 Elect Thomas Rabe to the Supervisory For For Management Board 5.7 Elect Bodo Uebber to the Supervisory For For Management Board 5.8 Elect Jing Ulrich to the Supervisory For For Management Board 6 Approve Creation of EUR 16 Million For For Management Pool of Capital with Partial Exclusion of Preemptive Rights 7 Approve Cancellation of Conditional For For Management Capital Authorization 8 Ratify KPMG AG as Auditors for Fiscal For For Management 2019 -------------------------------------------------------------------------------- ALIBABA GROUP HOLDING LTD. Ticker: BABA Security ID: 01609W102 Meeting Date: OCT 31, 2018 Meeting Type: Annual Record Date: AUG 24, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Joseph C. Tsai as Director For For Management 1.2 Elect J. Michael Evans as Director For For Management 1.3 Elect Eric Xiandong Jing as Director For For Management 1.4 Elect Borje E. Ekholm as Director For For Management 2 Ratify PricewaterhouseCoopers as For For Management Auditors -------------------------------------------------------------------------------- ALPHABET INC. Ticker: GOOGL Security ID: 02079K305 Meeting Date: JUN 19, 2019 Meeting Type: Annual Record Date: APR 22, 2019 # 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 John L. Hennessy For For Management 1.4 Elect Director L. John Doerr For Withhold Management 1.5 Elect Director Roger W. Ferguson, Jr. For For Management 1.6 Elect Director Ann Mather For Withhold Management 1.7 Elect Director Alan R. Mulally For For Management 1.8 Elect Director Sundar Pichai For For Management 1.9 Elect Director K. Ram Shriram For Withhold Management 1.10 Elect Director Robin L. Washington For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Approve Recapitalization Plan for all Against For Shareholder Stock to Have One-vote per Share 5 Adopt a Policy Prohibiting Inequitable Against For Shareholder Employment Practices 6 Establish Societal Risk Oversight Against For Shareholder Committee 7 Report on Sexual Harassment Policies Against For Shareholder 8 Require a Majority Vote for the Against For Shareholder Election of Directors 9 Report on Gender Pay Gap Against For Shareholder 10 Employ Advisors to Explore Against Against Shareholder Alternatives to Maximize Value 11 Approve Nomination of Employee Against For Shareholder Representative Director 12 Adopt Simple Majority Vote Against For Shareholder 13 Assess Feasibility of Including Against For Shareholder Sustainability as a Performance Measure for Senior Executive Compensation 14 Report on Human Rights Risk Assessment Against Against Shareholder 15 Adopt Compensation Clawback Policy Against For Shareholder 16 Report on Policies and Risks Related Against Against Shareholder to Content Governance -------------------------------------------------------------------------------- AMPHENOL CORP. Ticker: APH Security ID: 032095101 Meeting Date: MAY 22, 2019 Meeting Type: Annual Record Date: MAR 25, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stanley L. Clark For For Management 1.2 Elect Director John D. Craig 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 Robert A. Livingston For For Management 1.6 Elect Director Martin H. Loeffler For For Management 1.7 Elect Director R. Adam Norwitt For For Management 1.8 Elect Director Diana G. Reardon For For Management 1.9 Elect Director Anne Clarke Wolff 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 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call Special Meeting 5 Report on Human Rights Risks in Against For Shareholder Operations and Supply Chain -------------------------------------------------------------------------------- ANALOG DEVICES, INC. Ticker: ADI Security ID: 032654105 Meeting Date: MAR 13, 2019 Meeting Type: Annual Record Date: JAN 07, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Ray Stata For For Management 1b Elect Director Vincent Roche For For Management 1c Elect Director James A. Champy For For Management 1d Elect Director Anantha P. Chandrakasan For For Management 1e Elect Director Bruce R. Evans For For Management 1f Elect Director Edward H. Frank For For Management 1g Elect Director Karen M. Golz For For Management 1h Elect Director Mark M. Little For For Management 1i Elect Director Neil Novich For For Management 1j Elect Director Kenton J. Sicchitano For For Management 1k Elect Director Lisa T. Su 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 Prepare Employment Diversity Report Against For Shareholder and Report on Diversity Policies -------------------------------------------------------------------------------- AON PLC Ticker: AON Security ID: G0408V102 Meeting Date: JUN 21, 2019 Meeting Type: Annual Record Date: APR 23, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jin-Yong Cai For For Management 1.2 Elect Director Jeffrey C. Campbell For For Management 1.3 Elect Director Gregory C. Case For For Management 1.4 Elect Director Fulvio Conti For For Management 1.5 Elect Director Cheryl A. Francis For For Management 1.6 Elect Director Lester B. Knight For For Management 1.7 Elect Director J. Michael Losh For For Management 1.8 Elect Director Richard B. Myers For For Management 1.9 Elect Director Richard C. Notebaert For For Management 1.10 Elect Director Gloria Santona For For Management 1.11 Elect Director Carolyn Y. Woo For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote to Ratify Directors' For For Management Remuneration Report 4 Accept Financial Statements and For For Management Statutory Reports 5 Ratify Ernst & Young LLP as Auditors For For Management 6 Ratify Ernst & Young LLP as Aon's U.K. For For Management Statutory Auditor 7 Authorize Board to Fix Remuneration of For For Management Auditors 8 Amend Omnibus Stock Plan For For Management 9 Approve Reduction of Capital For For Management 10 Adopt New Articles of Association For For Management 11 Authorize Shares for Market Purchase For For Management 12 Authorize Issue of Equity For For Management 13 Issue of Equity or Equity-Linked For For Management Securities without Pre-emptive Rights 14 Approve Political Donations For For Management -------------------------------------------------------------------------------- APPLE, INC. Ticker: AAPL Security ID: 037833100 Meeting Date: MAR 01, 2019 Meeting Type: Annual Record Date: JAN 02, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director James Bell For For Management 1b Elect Director Tim Cook For For Management 1c Elect Director Al Gore For For Management 1d Elect Director Bob Iger For For Management 1e Elect Director Andrea Jung For For Management 1f Elect Director Art Levinson For For Management 1g Elect Director Ron Sugar For For Management 1h 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 Proxy Access Amendments Against For Shareholder 5 Disclose Board Diversity and Against Against Shareholder Qualifications -------------------------------------------------------------------------------- AUTOZONE, INC. Ticker: AZO Security ID: 053332102 Meeting Date: DEC 19, 2018 Meeting Type: Annual Record Date: OCT 22, 2018 # 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 Earl G. Graves, Jr. For For Management 1.4 Elect Director Enderson Guimaraes For For Management 1.5 Elect Director D. Bryan Jordan For For Management 1.6 Elect Director Gale V. King For For Management 1.7 Elect Director W. Andrew McKenna For For Management 1.8 Elect Director George R. Mrkonic, Jr. For For Management 1.9 Elect Director Luis P. Nieto For For Management 1.10 Elect Director William C. Rhodes, III For For Management 1.11 Elect Director Jill Ann Soltau 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 -------------------------------------------------------------------------------- CHURCH & DWIGHT CO., INC. Ticker: CHD Security ID: 171340102 Meeting Date: MAY 02, 2019 Meeting Type: Annual Record Date: MAR 05, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Bradley C. Irwin For For Management 1b Elect Director Penry W. Price For For Management 1c Elect Director Arthur B. Winkleblack For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- CIGNA CORPORATION Ticker: CI Security ID: 125523100 Meeting Date: APR 24, 2019 Meeting Type: Annual Record Date: FEB 25, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David M. Cordani For For Management 1.2 Elect Director William J. DeLaney For For Management 1.3 Elect Director Eric J. Foss For For Management 1.4 Elect Director Elder Granger For For Management 1.5 Elect Director Isaiah Harris, Jr. For For Management 1.6 Elect Director Roman Martinez, IV For For Management 1.7 Elect Director Kathleen M. Mazzarella For For Management 1.8 Elect Director Mark B. McClellan For For Management 1.9 Elect Director John M. Partridge For For Management 1.10 Elect Director William L. Roper For For Management 1.11 Elect Director Eric C. Wiseman For For Management 1.12 Elect Director Donna F. Zarcone For For Management 1.13 Elect Director William D. Zollars 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 Report on Cyber Risk *Withdrawn None None Shareholder Resolution* 6 Report on Gender Pay Gap Against For Shareholder -------------------------------------------------------------------------------- CME GROUP INC. Ticker: CME Security ID: 12572Q105 Meeting Date: MAY 08, 2019 Meeting Type: Annual Record Date: MAR 11, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Terrence A. Duffy For For Management 1b Elect Director Timothy S. Bitsberger For For Management 1c Elect Director Charles P. Carey For For Management 1d Elect Director Dennis H. Chookaszian For For Management 1e Elect Director Ana Dutra For For Management 1f Elect Director Martin J. Gepsman For For Management 1g Elect Director Larry G. Gerdes For For Management 1h Elect Director Daniel R. Glickman For For Management 1i Elect Director Daniel G. Kaye For For Management 1j Elect Director Phyllis M. Lockett For For Management 1k Elect Director Deborah J. Lucas For For Management 1l Elect Director Alex J. Pollock For Against Management 1m Elect Director Terry L. Savage For For Management 1n Elect Director William R. Shepard For For Management 1o Elect Director Howard J. Siegel For For Management 1p Elect Director Michael A. Spencer For For Management 1q Elect Director Dennis A. Suskind 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 -------------------------------------------------------------------------------- CME GROUP, INC. Ticker: CME Security ID: 12572Q105 Meeting Date: NOV 29, 2018 Meeting Type: Special Record Date: SEP 06, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1 Eliminate All or Some of the Class B For For Management Election Rights -------------------------------------------------------------------------------- COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION Ticker: CTSH Security ID: 192446102 Meeting Date: JUN 04, 2019 Meeting Type: Annual Record Date: APR 08, 2019 # 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 John M. Dineen For For Management 1e Elect Director Francisco D'Souza For For Management 1f Elect Director John N. Fox, Jr. For For Management 1g Elect Director Brian Humphries For For Management 1h Elect Director John E. Klein For For Management 1i Elect Director Leo S. Mackay, Jr. For For Management 1j Elect Director Michael Patsalos-Fox For For Management 1k Elect Director Joseph M. Velli For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditor 4 Report on Political Contributions Against For Shareholder 5 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- COLGATE-PALMOLIVE COMPANY Ticker: CL Security ID: 194162103 Meeting Date: MAY 10, 2019 Meeting Type: Annual Record Date: MAR 11, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Charles A. Bancroft For For Management 1b Elect Director John P. Bilbrey For For Management 1c Elect Director John T. Cahill For For Management 1d Elect Director Ian Cook For For Management 1e Elect Director Lisa M. Edwards For For Management 1f Elect Director Helene D. Gayle For For Management 1g Elect Director C. Martin Harris 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 1k Elect Director Noel R. Wallace 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 -------------------------------------------------------------------------------- COMCAST CORPORATION Ticker: CMCSA Security ID: 20030N101 Meeting Date: JUN 05, 2019 Meeting Type: Annual Record Date: APR 05, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kenneth J. Bacon For For Management 1.2 Elect Director Madeline S. Bell For For Management 1.3 Elect Director Sheldon M. Bonovitz For For Management 1.4 Elect Director Edward D. Breen For For Management 1.5 Elect Director Gerald L. Hassell For For Management 1.6 Elect Director Jeffrey A. Honickman For For Management 1.7 Elect Director Maritza G. Montiel For For Management 1.8 Elect Director Asuka Nakahara For For Management 1.9 Elect Director David C. Novak For For Management 1.10 Elect Director Brian L. Roberts For For Management 2 Ratify Deloitte & Touche LLP as Auditor For For Management 3 Approve Nonqualified Employee Stock For For Management Purchase Plan 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Require Independent Board Chairman Against For Shareholder 6 Report on Lobbying Payments and Policy Against For Shareholder -------------------------------------------------------------------------------- COTY, INC. Ticker: COTY Security ID: 222070203 Meeting Date: NOV 06, 2018 Meeting Type: Annual Record Date: SEP 12, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lambertus J.H. Becht For For Management 1.2 Elect Director Sabine Chalmers For For Management 1.3 Elect Director Joachim Faber For For Management 1.4 Elect Director Olivier Goudet For For Management 1.5 Elect Director Peter Harf For For Management 1.6 Elect Director Paul S. Michaels For For Management 1.7 Elect Director Camillo Pane For For Management 1.8 Elect Director Erhard Schoewel For For Management 1.9 Elect Director Robert 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 -------------------------------------------------------------------------------- DANAHER CORPORATION Ticker: DHR Security ID: 235851102 Meeting Date: MAY 07, 2019 Meeting Type: Annual Record Date: MAR 11, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Donald J. Ehrlich For For Management 1.2 Elect Director Linda Hefner Filler For For Management 1.3 Elect Director Thomas P. Joyce, Jr. For For Management 1.4 Elect Director Teri List-Stoll For For 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 For Management 1.9 Elect Director Alan G. Spoon For Against Management 1.10 Elect Director Raymond C. Stevens For For Management 1.11 Elect Director Elias A. Zerhouni For For Management 2 Ratify Ernst & Young LLP as Auditor For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Require Independent Board Chairman Against For Shareholder -------------------------------------------------------------------------------- ECOLAB INC. Ticker: ECL Security ID: 278865100 Meeting Date: MAY 02, 2019 Meeting Type: Annual Record Date: MAR 05, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Douglas M. Baker, Jr. For For Management 1b Elect Director Shari L. Ballard For For Management 1c Elect Director Barbara J. Beck For For Management 1d Elect Director Leslie S. Biller For For Management 1e Elect Director Jeffrey M. Ettinger For For Management 1f Elect Director Arthur J. Higgins For Against Management 1g Elect Director Michael Larson For For Management 1h Elect Director David W. MacLennan For For Management 1i Elect Director Tracy B. McKibben For For Management 1j Elect Director Lionel L. Nowell, III For For Management 1k Elect Director Victoria J. Reich For For Management 1l Elect Director Suzanne M. Vautrinot For For Management 1m Elect Director John J. Zillmer 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 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- ELANCO ANIMAL HEALTH INCORPORATED Ticker: ELAN Security ID: 28414H103 Meeting Date: MAY 08, 2019 Meeting Type: Annual Record Date: MAR 22, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Kapila Kapur Anand For For Management 1b Elect Director John "J.P." P. Bilbrey For For Management 1c Elect Director R. David Hoover For Against Management 1d Elect Director Lawrence E. Kurzius 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 -------------------------------------------------------------------------------- ELECTRONIC ARTS INC. Ticker: EA Security ID: 285512109 Meeting Date: AUG 02, 2018 Meeting Type: Annual Record Date: JUN 08, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Leonard S. Coleman For For Management 1b Elect Director Jay C. Hoag For For Management 1c Elect Director Jeffrey T. Huber For For Management 1d Elect Director Lawrence F. Probst, III For For Management 1e Elect Director Talbott Roche For For Management 1f Elect Director Richard A. Simonson For For Management 1g Elect Director Luis A. Ubinas For For Management 1h Elect Director Heidi J. Ueberroth For For Management 1i Elect Director Andrew Wilson For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- ELI LILLY AND COMPANY Ticker: LLY Security ID: 532457108 Meeting Date: MAY 06, 2019 Meeting Type: Annual Record Date: FEB 26, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Ralph Alvarez For Against Management 1b Elect Director Carolyn R. Bertozzi For Against Management 1c Elect Director Juan R. Luciano For Against Management 1d Elect Director Kathi P. Seifert For Against Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditor For For Management 4 Declassify the Board of Directors For For Management 5 Eliminate Supermajority Vote For For Management Requirement 6 Report on Lobbying Payments and Policy Against For Shareholder -------------------------------------------------------------------------------- EQUIFAX INC. Ticker: EFX Security ID: 294429105 Meeting Date: MAY 02, 2019 Meeting Type: Annual Record Date: MAR 01, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Mark W. Begor For For Management 1b Elect Director Mark L. Feidler For For Management 1c Elect Director G. Thomas Hough For For Management 1d Elect Director Robert D. Marcus For For Management 1e Elect Director Siri S. Marshall For For Management 1f Elect Director Scott A. McGregor For For Management 1g Elect Director John A. McKinley For For Management 1h Elect Director Robert W. Selander For For Management 1i Elect Director Elane B. Stock For For Management 1j Elect Director Heather H. Wilson 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 -------------------------------------------------------------------------------- EXPERIAN PLC Ticker: EXPN Security ID: G32655105 Meeting Date: JUL 18, 2018 Meeting Type: Annual Record Date: JUL 16, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Elect Dr Ruba Borno as Director For For Management 4 Re-elect Brian Cassin as Director For For Management 5 Re-elect Caroline Donahue as Director For For Management 6 Re-elect Luiz Fleury as Director For For Management 7 Re-elect Deirdre Mahlan as Director For For Management 8 Re-elect Lloyd Pitchford as Director For For Management 9 Re-elect Don Robert as Director For For Management 10 Re-elect Mike Rogers as Director For For Management 11 Re-elect George Rose as Director For For Management 12 Re-elect Paul Walker as Director For For Management 13 Re-elect Kerry Williams as Director For For Management 14 Reappoint KPMG LLP as Auditors For For Management 15 Authorise Board to Fix Remuneration of For For Management Auditors 16 Authorise Issue of Equity with For For Management Pre-emptive Rights 17 Authorise Issue of Equity without For For Management Pre-emptive Rights 18 Authorise Issue of Equity without For For Management Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment 19 Authorise Market Purchase of Ordinary For For Management Shares -------------------------------------------------------------------------------- EXPRESS SCRIPTS HOLDING CO. Ticker: ESRX Security ID: 30219G108 Meeting Date: AUG 24, 2018 Meeting Type: Special Record Date: JUL 12, 2018 # 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 Against Management -------------------------------------------------------------------------------- FIDELITY NATIONAL INFORMATION SERVICES, INC. Ticker: FIS Security ID: 31620M106 Meeting Date: MAY 22, 2019 Meeting Type: Annual Record Date: APR 01, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Ellen R. Alemany For For Management 1b Elect Director Keith W. Hughes For For Management 1c Elect Director David K. Hunt For For Management 1d Elect Director Stephan A. James For For Management 1e Elect Director Leslie M. Muma For For Management 1f Elect Director Alexander Navab For For Management 1g Elect Director Gary A. Norcross For For Management 1h Elect Director Louise M. Parent For For Management 1i Elect Director Brian T. Shea For For Management 1j 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: APR 18, 2019 Meeting Type: Special Record Date: MAR 11, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with For For Management Acquisition 2 Adjourn Meeting For For Management -------------------------------------------------------------------------------- FISERV, INC. Ticker: FISV Security ID: 337738108 Meeting Date: MAY 22, 2019 Meeting Type: Annual Record Date: MAR 25, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alison Davis For For Management 1.2 Elect Director Harry F. DiSimone For For Management 1.3 Elect Director John Y. Kim 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 Jeffery W. Yabuki For For Management 2 Amend Qualified Employee Stock For For Management Purchase Plan 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify Deloitte & Touche LLP as For For Management Auditors 5 Report on Political Contributions Against For Shareholder -------------------------------------------------------------------------------- FORTIVE CORPORATION Ticker: FTV Security ID: 34959J108 Meeting Date: JUN 04, 2019 Meeting Type: Annual Record Date: APR 08, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1A Elect Director Mitchell P. Rales For For Management 1B Elect Director Steven M. Rales For For Management 1C Elect Director Jeannine Sargent For For Management 1D Elect Director Alan G. Spoon For Against Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Eliminate Supermajority Vote For For Management Requirement -------------------------------------------------------------------------------- L'OREAL SA Ticker: OR Security ID: F58149133 Meeting Date: APR 18, 2019 Meeting Type: Annual/Special Record Date: APR 15, 2019 # 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 3.85 per Share and an Extra of EUR 0.38 per Share to Long Term Registered Shares 4 Elect Fabienne Dulac as Director For For Management 5 Reelect Sophie Bellon as Director For For Management 6 Approve Remuneration Policy of For For Management Executive Corporate Officers 7 Approve Compensation of Jean-Paul For For Management Agon, Chairman and CEO 8 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 9 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up a Maximum Nominal Share Capital value of EUR 156,911,062. 56 10 Authorize Capitalization of Reserves For For Management for Bonus Issue or Increase in Par Value 11 Authorize Capital Increase of up to 2 For For Management Percent of Issued Capital for Contributions in Kind 12 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 13 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans Reserved for Employees of International Subsidiaries 14 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- LVMH MOET HENNESSY LOUIS VUITTON SE Ticker: MC Security ID: F58485115 Meeting Date: APR 18, 2019 Meeting Type: Annual/Special Record Date: APR 15, 2019 # 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 6.00 per Share 4 Approve Auditors' Special Report on For For Management Related-Party Transactions 5 Ratify Appointment of Sophie Chassat For For Management as Director 6 Reelect Bernard Arnault as Director For For Management 7 Reelect Sophie Chassat as Director For For Management 8 Reelect Clara Gaymard as Director For For Management 9 Reelect Hubert Vedrine as Director For For Management 10 Elect Iris Knobloch as Director For For Management 11 Appoint Yann Arthus-Bertrand as Censor For Against Management 12 Approve Compensation of Bernard For Against Management Arnault, Chairman and CEO 13 Approve Compensation of Antonio For Against Management Belloni, Vice-CEO 14 Approve Remuneration Policy of CEO and For Against Management Chairman 15 Approve Remuneration Policy of Vice-CEO For Against Management 16 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 17 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 18 Authorize Capitalization of Reserves For For Management of Up to EUR 50 Million for Bonus Issue or Increase in Par Value 19 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 50 Million 20 Authorize Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 50 Million 21 Approve Issuance of Equity or For Against Management Equity-Linked Securities for Qualified Investors, up to Aggregate Nominal Amount of EUR 50 Million 22 Authorize Board to Set Issue Price for For For Management 10 Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights 23 Authorize Board to Increase Capital in For For Management the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above 24 Authorize Capital Increase of Up to For Against Management EUR 50 Million for Future Exchange Offers 25 Authorize Capital Increase of up to 10 For Against Management Percent of Issued Capital for Contributions in Kind 26 Authorize up to 1 Percent of Issued For Against Management Capital for Use in Stock Option Plans 27 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 28 Set Total Limit for Capital Increase For For Management to Result from All Issuance Requests at EUR 50 Million -------------------------------------------------------------------------------- LYONDELLBASELL INDUSTRIES N.V. Ticker: LYB Security ID: N53745100 Meeting Date: MAY 31, 2019 Meeting Type: Annual Record Date: MAY 03, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jacques Aigrain For For Management 1b Elect Director Lincoln Benet For For Management 1c Elect Director Jagjeet "Jeet" Bindra For For Management 1d Elect Director Robin Buchanan For For Management 1e Elect Director Stephen Cooper For For Management 1f Elect Director Nance Dicciani For For Management 1g Elect Director Claire Farley For For Management 1h Elect Director Isabella "Bella" Goren For For Management 1i Elect Director Michael Hanley For For Management 1j Elect Director Albert Manifold For For Management 1k Elect Director Bhavesh "Bob" Patel For For Management 1l Elect Director Rudy van der Meer For For Management 2 Approve Discharge of Executive For For Management Director and Prior Management Board 3 Approve Discharge of Non-Executive For For Management Directors and Prior Supervisory Board 4 Adopt Financial Statements and For For Management Statutory Reports 5 Ratify PricewaterhouseCoopers For For Management Accountants N.V. as Auditors 6 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 7 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 8 Approve Dividends of USD 4.00 Per Share For For Management 9 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 10 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- MASTERCARD INCORPORATED Ticker: MA Security ID: 57636Q104 Meeting Date: JUN 25, 2019 Meeting Type: Annual Record Date: APR 26, 2019 # 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 David R. Carlucci For For Management 1d Elect Director Richard K. Davis For For Management 1e Elect Director Steven J. Freiberg For For Management 1f Elect Director Julius Genachowski For For Management 1g Elect Director Choon Phong Goh For Against Management 1h Elect Director Merit E. Janow For For Management 1i Elect Director Oki Matsumoto For Against Management 1j Elect Director Youngme Moon For For Management 1k Elect Director Rima Qureshi For For Management 1l Elect Director Jose Octavio Reyes For For Management Lagunes 1m Elect Director Gabrielle Sulzberger For For Management 1n Elect Director Jackson Tai For For Management 1o Elect Director Lance Uggla 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 Report on Gender Pay Gap Against For Shareholder 5 Establish Human Rights Board Committee Against Against Shareholder -------------------------------------------------------------------------------- METTLER-TOLEDO INTERNATIONAL INC. Ticker: MTD Security ID: 592688105 Meeting Date: MAY 09, 2019 Meeting Type: Annual Record Date: MAR 11, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert F. Spoerry For For Management 1.2 Elect Director Wah-Hui Chu For Against Management 1.3 Elect Director Olivier A. Filliol For For Management 1.4 Elect Director Elisha W. Finney For Against Management 1.5 Elect Director Richard Francis For For Management 1.6 Elect Director Marco Gadola For Against Management 1.7 Elect Director Michael A. Kelly For For Management 1.8 Elect Director Thomas P. Salice For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditor 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- MICROSOFT CORP. Ticker: MSFT Security ID: 594918104 Meeting Date: NOV 28, 2018 Meeting Type: Annual Record Date: SEP 26, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William H. Gates, III For For Management 1.2 Elect Director Reid G. Hoffman For For Management 1.3 Elect Director Hugh F. Johnston For For Management 1.4 Elect Director Teri L. List-Stoll For For Management 1.5 Elect Director Satya Nadella For For Management 1.6 Elect Director Charles H. Noski For For Management 1.7 Elect Director Helmut Panke For For Management 1.8 Elect Director Sandra E. Peterson For For Management 1.9 Elect Director Penny S. Pritzker For For Management 1.10 Elect Director Charles W. Scharf For For Management 1.11 Elect Director Arne M. Sorenson For For Management 1.12 Elect Director John W. Stanton For For Management 1.13 Elect Director John W. Thompson For For Management 1.14 Elect Director Padmasree Warrior 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 -------------------------------------------------------------------------------- MOODY'S CORPORATION Ticker: MCO Security ID: 615369105 Meeting Date: APR 16, 2019 Meeting Type: Annual Record Date: FEB 22, 2019 # 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 Therese Esperdy For For Management 1.4 Elect Director Vincent A. Forlenza For For Management 1.5 Elect Director Kathryn M. Hill 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 1.10 Elect Director Gerrit Zalm For For Management 2 Ratify KPMG LLP as Auditor 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 20, 2018 Meeting Type: Annual Record Date: JUL 20, 2018 # 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 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Report on Political Contributions Against For Shareholder Disclosure 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- NORDSON CORP. Ticker: NDSN Security ID: 655663102 Meeting Date: FEB 26, 2019 Meeting Type: Annual Record Date: JAN 02, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lee C. Banks For For Management 1.2 Elect Director Randolph W. Carson For For Management 1.3 Elect Director Victor L. Richey, Jr. For Withhold Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- PADDY POWER BETFAIR PLC Ticker: PPB Security ID: G68673113 Meeting Date: MAY 15, 2019 Meeting Type: Annual Record Date: MAY 13, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3 Approve Remuneration Report For For Management 4 Elect Jonathan Hill as Director For For Management 5a Re-elect Jan Bolz as Director For For Management 5b Re-elect Zillah Byng-Thorne as Director For For Management 5c Re-elect Michael Cawley as Director For For Management 5d Re-elect Ian Dyson as Director For For Management 5e Re-elect Peter Jackson as Director For For Management 5f Re-elect Gary McGann as Director For For Management 5g Re-elect Peter Rigby as Director For For Management 5h Re-elect Emer Timmons as Director For For Management 6 Authorise Board to Fix Remuneration of For For Management Auditors 7 Authorise the Company to Call General For For Management Meeting with Two Weeks' Notice 8 Authorise Issue of Equity For For Management 9 Authorise Issue of Equity without For For Management Pre-emptive Rights 10 Authorise Market Purchase of Ordinary For For Management Shares 11 Authorise the Company to Determine the For For Management Price Range at which Treasury Shares may be Re-issued Off-Market 12 Approve Change of Company Name to For For Management Flutter Entertainment plc; Approve Amendments to the Memorandum and Articles of Association -------------------------------------------------------------------------------- PEPSICO, INC. Ticker: PEP Security ID: 713448108 Meeting Date: MAY 01, 2019 Meeting Type: Annual Record Date: MAR 01, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Shona L. Brown For For Management 1b Elect Director Cesar Conde For For Management 1c Elect Director Ian Cook For For Management 1d Elect Director Dina Dublon For For Management 1e Elect Director Richard W. Fisher For For Management 1f Elect Director Michelle Gass For For Management 1g Elect Director William R. Johnson For For Management 1h Elect Director Ramon Laguarta For For Management 1i Elect Director David C. Page For For Management 1j Elect Director Robert C. Pohlad For For Management 1k Elect Director Daniel Vasella For For Management 1l Elect Director Darren Walker For For Management 1m 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 Eliminate Supermajority Vote For For Management Requirement 5 Require Independent Board Chairman Against Against Shareholder 6 Report on Pesticide Management Against Against Shareholder -------------------------------------------------------------------------------- PPG INDUSTRIES, INC. Ticker: PPG Security ID: 693506107 Meeting Date: APR 18, 2019 Meeting Type: Annual Record Date: FEB 22, 2019 # 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 Gary R. Heminger For For Management 1.4 Elect Director Michael H. McGarry For For Management 2.1 Elect Director Steven A. Davis For For Management 2.2 Elect Director Catherine R. Smith For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Declassify the Board of Directors For For Management 5 Reduce Supermajority Vote Requirement For For Management 6 Ratify PricewaterhouseCoopers LLP as For For Management Auditor -------------------------------------------------------------------------------- RECKITT BENCKISER GROUP PLC Ticker: RB Security ID: G74079107 Meeting Date: MAY 09, 2019 Meeting Type: Annual Record Date: MAY 07, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Policy For For Management 3 Approve Remuneration Report For For Management 4 Approve Final Dividend For For Management 5 Re-elect Nicandro Durante as Director For For Management 6 Re-elect Mary Harris as Director For For Management 7 Re-elect Adrian Hennah as Director For For Management 8 Re-elect Rakesh Kapoor as Director For For Management 9 Re-elect Pam Kirby as Director For For Management 10 Re-elect Chris Sinclair as Director For For Management 11 Re-elect Warren Tucker as Director For For Management 12 Elect Andrew Bonfield as Director For For Management 13 Elect Mehmood Khan as Director For For Management 14 Elect Elane Stock as Director For For Management 15 Reappoint KPMG LLP as Auditors For For Management 16 Authorise the Audit Committee to Fix For For Management Remuneration of Auditors 17 Authorise EU Political Donations and For For Management Expenditure 18 Authorise Issue of Equity For For Management 19 Approve Deferred Bonus Plan For For Management 20 Authorise Issue of Equity without For For Management Pre-emptive Rights 21 Authorise Issue of Equity without For For Management Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment 22 Authorise Market Purchase of Ordinary For For Management Shares 23 Authorise the Company to Call General For For Management Meeting with Two Weeks' Notice -------------------------------------------------------------------------------- SCHLUMBERGER LIMITED Ticker: SLB Security ID: 806857108 Meeting Date: APR 03, 2019 Meeting Type: Annual Record Date: FEB 13, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Peter L.S. Currie For For Management 1b Elect Director Miguel M. Galuccio For For Management 1c Elect Director Paal Kibsgaard For For Management 1d Elect Director Nikolay Kudryavtsev For For Management 1e Elect Director Tatiana A. Mitrova For For Management 1f Elect Director Indra K. Nooyi For For Management 1g Elect Director Lubna S. Olayan For For Management 1h Elect Director Mark G. Papa For For Management 1i Elect Director Leo Rafael Reif For For Management 1j Elect Director Henri Seydoux For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Adopt and Approve Financials and For For Management Dividends 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 5 Amend Non-Employee Director Restricted For For Management Stock Plan -------------------------------------------------------------------------------- STARBUCKS CORP. Ticker: SBUX Security ID: 855244109 Meeting Date: MAR 20, 2019 Meeting Type: Annual Record Date: JAN 10, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Rosalind G. Brewer For For Management 1b Elect Director Mary N. Dillon For Against Management 1c Elect Director Mellody Hobson For For Management 1d Elect Director Kevin R. Johnson For For Management 1e Elect Director Jorgen Vig Knudstorp For For Management 1f Elect Director Satya Nadella For For Management 1g Elect Director Joshua Cooper Ramo For For Management 1h Elect Director Clara Shih For For Management 1i Elect Director Javier G. Teruel For For Management 1j Elect Director Myron E. Ullman, III For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors 4 Adopt a Policy on Board Diversity Against Against Shareholder 5 Report on Sustainable Packaging Against For Shareholder -------------------------------------------------------------------------------- TAIWAN SEMICONDUCTOR MANUFACTURING CO., LTD. Ticker: 2330 Security ID: 874039100 Meeting Date: JUN 05, 2019 Meeting Type: Annual Record Date: APR 05, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Business Operations Report and For For Management Financial Statements 2 Approve Plan on Profit Distribution For For Management 3 Approve Amendments to Articles of For For Management Association 4 Approve Amendments to Trading For For Management Procedures Governing Derivatives Products and Procedures Governing the Acquisition or Disposal of Assets 5.1 Elect Moshe N. Gavrielov with ID No. For For Management 505930XXX as Independent Director -------------------------------------------------------------------------------- TEXAS INSTRUMENTS INCORPORATED Ticker: TXN Security ID: 882508104 Meeting Date: APR 25, 2019 Meeting Type: Annual Record Date: FEB 25, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Mark A. Blinn For For Management 1b Elect Director Todd M. Bluedorn For Against Management 1c Elect Director Janet F. Clark For For Management 1d Elect Director Carrie S. Cox For Against Management 1e Elect Director Martin S. Craighead For For Management 1f Elect Director Jean M. Hobby For For Management 1g Elect Director Ronald Kirk For For Management 1h Elect Director Pamela H. Patsley For For Management 1i Elect Director Robert E. Sanchez For For Management 1j Elect Director Richard K. 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 -------------------------------------------------------------------------------- THE CHARLES SCHWAB CORPORATION Ticker: SCHW Security ID: 808513105 Meeting Date: MAY 15, 2019 Meeting Type: Annual Record Date: MAR 18, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director John K. Adams, Jr. For For Management 1b Elect Director Stephen A. Ellis For Against Management 1c Elect Director Arun Sarin For Against 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 Adopt Policy to Annually Disclose Against For Shareholder EEO-1 Data -------------------------------------------------------------------------------- THE COOPER COS., INC. Ticker: COO Security ID: 216648402 Meeting Date: MAR 18, 2019 Meeting Type: Annual Record Date: JAN 22, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director A. Thomas Bender For For Management 1.2 Elect Director Colleen E. Jay For For Management 1.3 Elect Director Michael H. Kalkstein For For Management 1.4 Elect Director William A. Kozy For For Management 1.5 Elect Director Jody S. Lindell For For Management 1.6 Elect Director Gary S. Petersmeyer For For Management 1.7 Elect Director Allan E. Rubenstein For For Management 1.8 Elect Director Robert S. Weiss For For Management 1.9 Elect Director Albert G. White, III For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Approve Qualified Employee Stock For For Management Purchase Plan 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- THE ESTEE LAUDER COMPANIES, INC. Ticker: EL Security ID: 518439104 Meeting Date: NOV 13, 2018 Meeting Type: Annual Record Date: SEP 14, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Rose Marie Bravo For For Management 1.2 Elect Director Paul J. Fribourg For For Management 1.3 Elect Director Irvine O. Hockaday, Jr. For For Management 1.4 Elect Director Jennifer Hyman For For Management 1.5 Elect Director Barry S. Sternlicht For Withhold Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- THE SHERWIN-WILLIAMS COMPANY Ticker: SHW Security ID: 824348106 Meeting Date: APR 17, 2019 Meeting Type: Annual Record Date: FEB 19, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kerrii B. Anderson For For Management 1.2 Elect Director Arthur F. Anton For For Management 1.3 Elect Director Jeff M. Fettig For For Management 1.4 Elect Director David F. Hodnik 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 Michael H. Thaman For For Management 1.11 Elect Director Matthew Thornton, III For For Management 1.12 Elect Director Steven H. Wunning For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditor For For Management -------------------------------------------------------------------------------- THE TJX COMPANIES, INC. Ticker: TJX Security ID: 872540109 Meeting Date: JUN 04, 2019 Meeting Type: Annual Record Date: APR 08, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Zein Abdalla For For Management 1.2 Elect Director Alan M. Bennett For For Management 1.3 Elect Director Rosemary T. Berkery 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 Jackwyn L. Nemerov For For Management 1.10 Elect Director John F. O'Brien For For Management 1.11 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 Report on Gender, Race, or Ethnicity Against Against Shareholder Pay Equity 5 Report on Prison Labor in Supply Chain Against For Shareholder 6 Report on Human Rights Risks in Against For Shareholder Operations and Supply Chain -------------------------------------------------------------------------------- THE TJX COS., INC. Ticker: TJX Security ID: 872540109 Meeting Date: OCT 22, 2018 Meeting Type: Special Record Date: SEP 27, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1 Increase Authorized Common Stock For For Management -------------------------------------------------------------------------------- THE WALT DISNEY CO. Ticker: DIS Security ID: 254687106 Meeting Date: MAR 07, 2019 Meeting Type: Annual Record Date: JAN 07, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Susan E. Arnold For For Management 1b Elect Director Mary T. Barra For For Management 1c Elect Director Safra A. Catz For For Management 1d Elect Director Francis A. deSouza For For Management 1e Elect Director Michael Froman For For Management 1f Elect Director Robert A. Iger For For Management 1g Elect Director Maria Elena Lagomasino For Against Management 1h Elect Director Mark G. Parker For For Management 1i Elect Director Derica W. Rice 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 Report on Lobbying Payments and Policy Against For Shareholder 5 Assess Feasibility of Cyber Security Against Against Shareholder and Data Privacy as a Performance Measure for Senior Executive Compensation -------------------------------------------------------------------------------- THE WALT DISNEY COMPANY Ticker: DIS Security ID: 254687106 Meeting Date: JUL 27, 2018 Meeting Type: Special Record Date: MAY 29, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with For For Management Acquisition 2 Adjourn Meeting For For Management -------------------------------------------------------------------------------- THERMO FISHER SCIENTIFIC INC. Ticker: TMO Security ID: 883556102 Meeting Date: MAY 22, 2019 Meeting Type: Annual Record Date: MAR 27, 2019 # 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 James C. Mullen For For Management 1i Elect Director Lars R. Sorensen For For Management 1j Elect Director Scott M. Sperling For For Management 1k Elect Director Elaine S. Ullian For For Management 1l Elect Director Dion J. Weisler For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditor -------------------------------------------------------------------------------- TWENTY-FIRST CENTURY FOX, INC. Ticker: FOXA Security ID: 90130A101 Meeting Date: JUL 27, 2018 Meeting Type: Special Record Date: MAY 29, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Approve Distribution Agreement For For Management -------------------------------------------------------------------------------- UNION PACIFIC CORPORATION Ticker: UNP Security ID: 907818108 Meeting Date: MAY 16, 2019 Meeting Type: Annual Record Date: MAR 22, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Andrew H. Card, Jr. For For Management 1b Elect Director Erroll B. Davis, Jr. For For Management 1c Elect Director William J. DeLaney For For Management 1d Elect Director David B. Dillon For For Management 1e Elect Director Lance M. Fritz For For Management 1f Elect Director Deborah C. Hopkins For For Management 1g Elect Director Jane H. Lute For For Management 1h Elect Director Michael R. McCarthy For For Management 1i Elect Director Thomas F. McLarty, III For For Management 1j Elect Director Bhavesh V. Patel For For Management 1k 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 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- UNITED TECHNOLOGIES CORPORATION Ticker: UTX Security ID: 913017109 Meeting Date: APR 29, 2019 Meeting Type: Annual Record Date: FEB 28, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Lloyd J. Austin, III For For Management 1b Elect Director Diane M. Bryant For For Management 1c Elect Director John V. Faraci For For Management 1d Elect Director Jean-Pierre Garnier For For Management 1e Elect Director Gregory J. Hayes For For Management 1f Elect Director Christopher J. Kearney For For Management 1g Elect Director Ellen J. Kullman For For Management 1h Elect Director Marshall O. Larsen For For Management 1i Elect Director Harold W. McGraw, III For For Management 1j Elect Director Margaret L. O'Sullivan For For Management 1k Elect Director Denise L. Ramos For For Management 1l Elect Director Fredric G. Reynolds For For Management 1m Elect Director Brian C. Rogers For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditor 4 Eliminate Supermajority Vote For For Management Requirement to Approve Certain Business Combinations 5 Ratify The Reduced Ownership Threshold For For Management to Call a Special Meeting -------------------------------------------------------------------------------- VERISK ANALYTICS, INC. Ticker: VRSK Security ID: 92345Y106 Meeting Date: MAY 15, 2019 Meeting Type: Annual Record Date: MAR 18, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Scott G. Stephenson For For Management 1.2 Elect Director Andrew G. Mills For For Management 1.3 Elect Director Constantine P. Iordanou For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte and Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- VISA, INC. Ticker: V Security ID: 92826C839 Meeting Date: JAN 29, 2019 Meeting Type: Annual Record Date: NOV 30, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Lloyd A. Carney For Against 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 John F. Lundgren For For Management 1f Elect Director Robert W. Matschullat For For Management 1g Elect Director Denise M. Morrison For For Management 1h Elect Director Suzanne Nora Johnson For For Management 1i Elect Director John A.C. Swainson For For Management 1j Elect Director Maynard G. Webb, 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 -------------------------------------------------------------------------------- WATERS CORPORATION Ticker: WAT Security ID: 941848103 Meeting Date: MAY 14, 2019 Meeting Type: Annual Record Date: MAR 20, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Linda Baddour For For Management 1.2 Elect Director Michael J. Berendt For For Management 1.3 Elect Director Edward Conard For For Management 1.4 Elect Director Laurie H. Glimcher For For Management 1.5 Elect Director Gary E. Hendrickson For For Management 1.6 Elect Director Christopher A. Kuebler For For Management 1.7 Elect Director Christopher J. O'Connell For For Management 1.8 Elect Director Flemming Ornskov 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 Auditor 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- ZOETIS INC. Ticker: ZTS Security ID: 98978V103 Meeting Date: MAY 15, 2019 Meeting Type: Annual Record Date: MAR 21, 2019 # 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 Auditor 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): David DiLorenzo* ----------------------------------------- David DiLorenzo, President and Principal Executive Officer Date: August 28, 2019 *By (Signature and Title) /s/ Susan A. Pereira ----------------------------------------- Susan A. Pereira, as attorney-in-fact * Executed by Susan A. Pereira on behalf of David DiLorenzo pursuant to a Power of Attorney dated June 1, 2017. (1) (1) Incorporated by reference to MFS Series Trust XIII (File Nos. 2-74959 and 811-03327) Post-Effective Amendment No. 65 filed with the SEC via EDGAR on June 27, 2017 (accession number 0001104659-17-041693).