0001193125-14-323276.txt : 20140827 0001193125-14-323276.hdr.sgml : 20140827 20140827134901 ACCESSION NUMBER: 0001193125-14-323276 CONFORMED SUBMISSION TYPE: N-PX PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140630 FILED AS OF DATE: 20140827 DATE AS OF CHANGE: 20140827 EFFECTIVENESS DATE: 20140827 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MFS SERIES TRUST XII CENTRAL INDEX KEY: 0001330967 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: N-PX SEC ACT: 1940 Act SEC FILE NUMBER: 811-21780 FILM NUMBER: 141067797 BUSINESS ADDRESS: STREET 1: 111 HUNTINGTON AVENUE CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 617-954-5000 MAIL ADDRESS: STREET 1: 111 HUNTINGTON AVENUE CITY: BOSTON STATE: MA ZIP: 02199 FORMER COMPANY: FORMER CONFORMED NAME: MFS Series Trust XII DATE OF NAME CHANGE: 20050622

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0001330967 S000002502 MFS Lifetime 2010 Fund

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0001330967 S000002503 MFS Lifetime 2020 Fund

C000006811 A MFLAX

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C000006815 R1 MFLEX

C000006817 R2 MFLGX

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0001330967 S000002504 MFS Lifetime 2030 Fund

C000006820 A MLTAX

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0001330967 S000002505 MFS Lifetime 2040 Fund

C000006829 A MLFAX

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C000006833 R1 MLFEX

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0001330967 S000013498 MFS Equity Opportunities Fund

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0001330967 S000030062 MFS Lifetime 2050 Fund

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0001330967 S000038772 MFS Lifetime 2015 Fund

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0001330967 S000038773 MFS Lifetime 2025 Fund

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0001330967 S000038774 MFS Lifetime 2035 Fund

C000119431 A LFEAX

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0001330967 S000038775 MFS Lifetime 2045 Fund

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C000119442 I LTMKX

C000119443 R1 LTMRX

C000119444 R2 LTMSX

C000119445 R3 LTMTX

C000119446 R4 LTMUX

0001330967 S000038776 MFS Lifetime 2055 Fund

C000119447 A LFIAX

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N-PX 1 d759099dnpx.txt MFS SERIES TRUST XII N-PX ================================================================================ 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 811-21780 MFS SERIES TRUST XII (Exact name of registrant as specified in charter) 111 Huntington Avenue, Boston, Massachusetts 02199 (Address of principal executive offices) (Zip code) Susan S. Newton Massachusetts Financial Services Company 111 Huntington Avenue Boston, Massachusetts 02199 (Name and address of agents for service) Registrant's telephone number, including area code: (617) 954-5000 Date of fiscal year end: October 31 and April 30* Date of reporting period: July 1, 2013 - June 30, 2014** * 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. ** The MFS Lifetime 2010 Fund, a series of the Registrant, reorganized into the MFS Lifetime Retirement Income Fund, a series of the Registrant on 06/20/2014. The reporting period for the MFS Lifetime 2010 Fund is 07/01/2013 - 06/20/2014. Effective 08/28/2014, the MFS Lifetime Retirement Income Fund will be renamed the MFS Lifetime Income Fund. ================================================================================ ITEM 1. PROXY VOTING RECORD. ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-21780 Reporting Period: 07/01/2013 - 06/30/2014 MFS Series Trust XII ======================== MFS Equity Opportunities Fund ========================= ABBOTT LABORATORIES Ticker: ABT Security ID: 002824100 Meeting Date: APR 25, 2014 Meeting Type: Annual Record Date: FEB 27, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert J. Alpern For For Management 1.2 Elect Director Roxanne S. Austin For For Management 1.3 Elect Director Sally E. Blount For For Management 1.4 Elect Director W. James Farrell For For Management 1.5 Elect Director Edward M. Liddy For For Management 1.6 Elect Director Nancy McKinstry For For Management 1.7 Elect Director Phebe N. Novakovic For For Management 1.8 Elect Director William A. Osborn For For Management 1.9 Elect Director Samuel C. Scott, III For For Management 1.10 Elect Director Glenn F. Tilton For Withhold Management 1.11 Elect Director Miles D. White For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Label Products with GMO Ingredients Against Against Shareholder 5 Report on Lobbying Payments and Policy Against Against Shareholder 6 Cease Compliance Adjustments to Against Against Shareholder Performance Criteria -------------------------------------------------------------------------------- AETNA INC. Ticker: AET Security ID: 00817Y108 Meeting Date: MAY 30, 2014 Meeting Type: Annual Record Date: MAR 28, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Fernando Aguirre For For Management 1b Elect Director Mark T. Bertolini For For Management 1c Elect Director Frank M. Clark For For Management 1d Elect Director Betsy Z. Cohen For For Management 1e Elect Director Molly J. Coye For For Management 1f Elect Director Roger N. Farah For For Management 1g Elect Director Barbara Hackman Franklin For For Management 1h Elect Director Jeffrey E. Garten For For Management 1i Elect Director Ellen M. Hancock For For Management 1j Elect Director Richard J. Harrington For For Management 1k Elect Director Edward J. Ludwig For For Management 1l Elect Director Joseph P. Newhouse For For Management 2 Ratify Auditors For For Management 3 Reduce Supermajority Vote Requirement For For Management 4 Amend Right to Call Special Meeting For For Management 5 Amend Omnibus Stock Plan For For Management 6 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 7A Require Independent Board Chairman Against Against Shareholder 7B Enhance Board Oversight of Political Against Against Shareholder Contributions 7C Amend Policy to Disclose Payments to Against For Shareholder Tax-Exempt Organizations -------------------------------------------------------------------------------- AMERICAN INTERNATIONAL GROUP, INC. Ticker: AIG Security ID: 026874784 Meeting Date: MAY 12, 2014 Meeting Type: Annual Record Date: MAR 17, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Robert H. Benmosche For For Management 1b Elect Director W. Don Cornwell For For Management 1c Elect Director Peter R. Fisher For For Management 1d Elect Director John H. Fitzpatrick For For Management 1e Elect Director William G. Jurgensen For For Management 1f Elect Director Christopher S. Lynch For For Management 1g Elect Director Arthur C. Martinez For For Management 1h Elect Director George L. Miles, Jr. For For Management 1i Elect Director Henry S. Miller For For Management 1j Elect Director Robert S. Miller For For Management 1k Elect Director Suzanne Nora Johnson For For Management 1l Elect Director Ronald A. Rittenmeyer For For Management 1m Elect Director Douglas M. Steenland For For Management 1n Elect Director Theresa M. Stone For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Certificate of Incorporation to For For Management Continue to Restrict Certain Transfers of AIG Common Stock in Order to Protect AIG's Tax Attributes 4 Amend Tax Asset Protection Plan For For Management 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- ASPEN TECHNOLOGY, INC. Ticker: AZPN Security ID: 045327103 Meeting Date: DEC 05, 2013 Meeting Type: Annual Record Date: OCT 14, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert M. Whelan, Jr. For For Management 1.2 Elect Director Donald P. Casey For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- BANK OF AMERICA CORPORATION Ticker: BAC Security ID: 060505104 Meeting Date: MAY 07, 2014 Meeting Type: Annual Record Date: MAR 12, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sharon L. Allen For For Management 1.2 Elect Director Susan S. Bies For For Management 1.3 Elect Director Jack O. Bovender, Jr. For For Management 1.4 Elect Director Frank P. Bramble, Sr. For For Management 1.5 Elect Director Pierre J. P. de Weck For For Management 1.6 Elect Director Arnold W. Donald For For Management 1.7 Elect Director Charles K. Gifford For For Management 1.8 Elect Director Charles O. Holliday, Jr. For For Management 1.9 Elect Director Linda P. Hudson For For Management 1.10 Elect Director Monica C. Lozano For For Management 1.11 Elect Director Thomas J. May For For Management 1.12 Elect Director Brian T. Moynihan For For Management 1.13 Elect Director Lionel L. Nowell, III For For Management 1.14 Elect Director Clayton S. Rose For For Management 1.15 Elect Director R. David Yost For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management 4 Amend Certificate of Designations for For For Management Series T Preferred Stock 5 Provide for Cumulative Voting Against Against Shareholder 6 Adopt Proxy Access Right Against Against Shareholder 7 Report on Climate Change Financing Risk Against For Shareholder 8 Report on Lobbying Payments and Policy Against For Shareholder -------------------------------------------------------------------------------- BASIC ENERGY SERVICES, INC. Ticker: BAS Security ID: 06985P100 Meeting Date: MAY 21, 2014 Meeting Type: Annual Record Date: APR 08, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James S. D'Agostino, Jr. For For Management 1.2 Elect Director Kenneth V. Huseman For For Management 1.3 Elect Director Thomas P. Moore, Jr. For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- CITIGROUP INC. Ticker: C Security ID: 172967424 Meeting Date: APR 22, 2014 Meeting Type: Annual Record Date: FEB 24, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Michael L. Corbat For For Management 1b Elect Director Duncan P. Hennes For For Management 1c Elect Director Franz B. Humer For For Management 1d Elect Director Eugene M. McQuade For For Management 1e Elect Director Michael E. O'Neill For For Management 1f Elect Director Gary M. Reiner For For Management 1g Elect Director Judith Rodin For For Management 1h Elect Director Robert L. Ryan For For Management 1i Elect Director Anthony M. Santomero For For Management 1j Elect Director Joan E. Spero For For Management 1k Elect Director Diana L. Taylor For For Management 1l Elect Director William S. Thompson, Jr. For For Management 1m Elect Director James S. Turley For For Management 1n Elect Director Ernesto Zedillo Ponce For For Management de Leon 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Approve Omnibus Stock Plan For For Management 5 Stock Retention/Holding Period Against Against Shareholder 6 Report on Lobbying Payments and Policy Against For Shareholder 7 Amend Director Indemnifications Against Against Shareholder Provisions 8 Adopt Proxy Access Right Against Against Shareholder -------------------------------------------------------------------------------- COMMVAULT SYSTEMS, INC. Ticker: CVLT Security ID: 204166102 Meeting Date: AUG 21, 2013 Meeting Type: Annual Record Date: JUL 01, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Armando Geday For For Management 1.2 Elect Director F. Robert Kurimsky For For Management 1.3 Elect Director David F. Walker For For Management 2 Ratify 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 -------------------------------------------------------------------------------- EDISON INTERNATIONAL Ticker: EIX Security ID: 281020107 Meeting Date: APR 24, 2014 Meeting Type: Annual Record Date: FEB 28, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jagjeet S. Bindra For For Management 1.2 Elect Director Vanessa C.L. Chang For For Management 1.3 Elect Director France A. Cordova - None None Management RESIGNED 1.4 Elect Director Theodore F. Craver, Jr. For For Management 1.5 Elect Director Bradford M. Freeman For For Management 1.6 Elect Director Luis G. Nogales For For Management 1.7 Elect Director Richard T. Schlosberg, For For Management III 1.8 Elect Director Linda G. Stuntz For For Management 1.9 Elect Director Thomas C. Sutton For For Management 1.10 Elect Director Ellen O. Tauscher For For Management 1.11 Elect Director Peter J. Taylor For For Management 1.12 Elect Director Brett White For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- ENDO HEALTH SOLUTIONS INC. Ticker: ENDP Security ID: 29264F205 Meeting Date: FEB 26, 2014 Meeting Type: Special Record Date: JAN 22, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Advisory Vote on Golden Parachutes For For Management 3 Adopt Dividend Reinvestment Plan For For Management 4 Adjourn Meeting For For Management -------------------------------------------------------------------------------- ENDO INTERNATIONAL PLC Ticker: ENDP Security ID: G30401106 Meeting Date: JUN 10, 2014 Meeting Type: Annual Record Date: APR 15, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Roger H. Kimmel For For Management 1b Elect Director Rajiv De Silva For For Management 1c Elect Director John J. Delucca For For Management 1d Elect Director Arthur J. Higgins For For Management 1e Elect Director Nancy J. Hutson For For Management 1f Elect Director Michael Hyatt For For Management 1g Elect Director William P. Montague For For Management 1h Elect Director Jill D. Smith For For Management 1i Elect Director William F. Spengler For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Qualified Employee Stock For For Management Purchase Plan -------------------------------------------------------------------------------- EVEREST RE GROUP, LTD. Ticker: RE Security ID: G3223R108 Meeting Date: MAY 14, 2014 Meeting Type: Annual Record Date: MAR 20, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dominic J. Addesso For For Management 1.2 Elect Director John J. Amore For For Management 1.3 Elect Director John R. Dunne For For Management 1.4 Elect Director William F. Galtney, Jr. For For Management 1.5 Elect Director Roger M. Singer For For Management 1.6 Elect Director Joseph V. Taranto For For Management 1.7 Elect Director John A. Weber For For Management 2 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- FACEBOOK, INC. Ticker: FB Security ID: 30303M102 Meeting Date: MAY 22, 2014 Meeting Type: Annual Record Date: MAR 24, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Marc L. Andreessen For For Management 1.2 Elect Director Erskine B. Bowles For For Management 1.3 Elect Director Susan D. For For Management Desmond-Hellmann 1.4 Elect Director Donald E. Graham For For Management 1.5 Elect Director Reed Hastings For For Management 1.6 Elect Director Sheryl K. Sandberg For Withhold Management 1.7 Elect Director Peter A. Thiel For For Management 1.8 Elect Director Mark Zuckerberg For Withhold Management 2 Ratify Auditors For For Management 3 Approve Recapitalization Plan for all Against For Shareholder Stock to Have One-vote per Share 4 Report on Lobbying Payments and Policy Against For Shareholder 5 Screen Political Contributions for Against Against Shareholder Consistency with Corporate Values 6 Assess Privacy and Advertising Policy Against Against Shareholder Relating to Childhood Obesity 7 Report on Sustainability Against For Shareholder -------------------------------------------------------------------------------- FIFTH THIRD BANCORP Ticker: FITB Security ID: 316773100 Meeting Date: APR 15, 2014 Meeting Type: Annual Record Date: FEB 28, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Nicholas K. Akins For For Management 1.2 Elect Director B. Evan Bayh, III For For Management 1.3 Elect Director Ulysses L. Bridgeman, For For Management Jr. 1.4 Elect Director Emerson L. Brumback For For Management 1.5 Elect Director James P. Hackett For For Management 1.6 Elect Director Gary R. Heminger For For Management 1.7 Elect Director Jewell D. Hoover For For Management 1.8 Elect Director Kevin T. Kabat For For Management 1.9 Elect Director Mitchel D. Livingston, For For Management Ph.D. 1.10 Elect Director Michael B. McCallister For For Management 1.11 Elect Director Hendrik G. Meijer For For Management 1.12 Elect Director Marsha C. Williams For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- FLEETCOR TECHNOLOGIES, INC. Ticker: FLT Security ID: 339041105 Meeting Date: MAY 29, 2014 Meeting Type: Annual Record Date: APR 11, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael Buckman For For Management 1.2 Elect Director Mark A. Johnson For For Management 1.3 Elect Director Steven T. Stull For For Management 2 Ratify Auditors For For Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- FRONTIER COMMUNICATIONS CORPORATION Ticker: FTR Security ID: 35906A108 Meeting Date: MAY 14, 2014 Meeting Type: Annual Record Date: MAR 18, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Leroy T. Barnes, Jr. For For Management 1.2 Elect Director Peter C.B. Bynoe For For Management 1.3 Elect Director Edward Fraioli For For Management 1.4 Elect Director Daniel J. McCarthy For For Management 1.5 Elect Director Pamela D.A. Reeve For For Management 1.6 Elect Director Virginia P. Ruesterholz For Withhold Management 1.7 Elect Director Howard L. Schrott For For Management 1.8 Elect Director Larraine D. Segil For For Management 1.9 Elect Director Mark Shapiro For For Management 1.10 Elect Director Myron A. Wick, III For For Management 1.11 Elect Director Mary Agnes Wilderotter For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- GENERAL MOTORS COMPANY Ticker: GM Security ID: 37045V100 Meeting Date: JUN 10, 2014 Meeting Type: Annual Record Date: APR 11, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Joseph J. Ashton For For Management 1b Elect Director Mary T. Barra For For Management 1c Elect Director Erroll B. Davis, Jr. For For Management 1d Elect Director Stephen J. Girsky For For Management 1e Elect Director E. Neville Isdell For For Management 1f Elect Director Kathryn V. Marinello For For Management 1g Elect Director Michael G. Mullen For For Management 1h Elect Director James J. Mulva For For Management 1i Elect Director Patricia F. Russo For For Management 1j Elect Director Thomas M. Schoewe For For Management 1k Elect Director Theodore M. Solso For For Management 1l Elect Director Carol M. Stephenson For For Management 2 Ratify 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 5 Approve Executive Incentive Bonus Plan For For Management 6 Approve Omnibus Stock Plan For For Management 7 Provide for Cumulative Voting Against Against Shareholder 8 Require Independent Board Chairman Against For Shareholder -------------------------------------------------------------------------------- GREAT PLAINS ENERGY INCORPORATED Ticker: GXP Security ID: 391164100 Meeting Date: MAY 06, 2014 Meeting Type: Annual Record Date: FEB 25, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Terry Bassham For For Management 1.2 Elect Director David L. Bodde For For Management 1.3 Elect Director Randall C. Ferguson, Jr. For For Management 1.4 Elect Director Gary D. Forsee For For Management 1.5 Elect Director Thomas D. Hyde For For Management 1.6 Elect Director James A. Mitchell For For Management 1.7 Elect Director Ann D. Murtlow For For Management 1.8 Elect Director John J. Sherman For For Management 1.9 Elect Director Linda H. Talbott For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Issue Updated Indemnification For For Management Agreements to Directors 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- HCA HOLDINGS, INC. Ticker: HCA Security ID: 40412C101 Meeting Date: APR 23, 2014 Meeting Type: Annual Record Date: FEB 28, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard M. Bracken For For Management 1.2 Elect Director R. Milton Johnson For For Management 1.3 Elect Director Robert J. Dennis For For Management 1.4 Elect Director Nancy-Ann DeParle For For Management 1.5 Elect Director Thomas F. Frist III For For Management 1.6 Elect Director William R. Frist For For Management 1.7 Elect Director Ann H. Lamont For For Management 1.8 Elect Director Jay O. Light For For Management 1.9 Elect Director Geoffrey G. Meyers For For Management 1.10 Elect Director Michael W. Michelson For For Management 1.11 Elect Director Stephen G. Pagliuca For For Management 1.12 Elect Director Wayne J. Riley For For Management 1.13 Elect Director John W. Rowe For For Management 2 Ratify Auditors 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 -------------------------------------------------------------------------------- HESS CORPORATION Ticker: HES Security ID: 42809H107 Meeting Date: MAY 07, 2014 Meeting Type: Annual Record Date: MAR 20, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Terrence J. Checki For For Management 1.2 Elect Director Edith E. Holiday For For Management 1.3 Elect Director John H. Mullin, III For For Management 1.4 Elect Director James H. Quigley For For Management 1.5 Elect Director Robert N. Wilson For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management 4a Eliminate Supermajority Vote For For Management Requirement in Certificate of Incorporation and Bylaws 4b Eliminate Supermajority Vote For For Management Requirement in Certificate of Incorporation 5 Amend Certificate of Incorporation For For Management Removing Provisions of $3.50 Cumulative Convertible Preferred Stock 6 Report on Financial Risks of Climate Against Against Shareholder Change -------------------------------------------------------------------------------- HEWLETT-PACKARD COMPANY Ticker: HPQ Security ID: 428236103 Meeting Date: MAR 19, 2014 Meeting Type: Annual Record Date: JAN 21, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Marc L. Andreessen For For Management 1.2 Elect Director Shumeet Banerji For For Management 1.3 Elect Director Robert R. Bennett For For Management 1.4 Elect Director Rajiv L. Gupta For For Management 1.5 Elect Director Raymond J. Lane For Against Management 1.6 Elect Director Ann M. Livermore For For Management 1.7 Elect Director Raymond E. Ozzie For For Management 1.8 Elect Director Gary M. Reiner For For Management 1.9 Elect Director Patricia F. Russo For For Management 1.10 Elect Director James A. Skinner For For Management 1.11 Elect Director Margaret C. Whitman For For Management 1.12 Elect Director Ralph V. Whitworth For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Establish Board Committee on Human Against Against Shareholder Rights -------------------------------------------------------------------------------- JPMORGAN CHASE & CO. Ticker: JPM Security ID: 46625H100 Meeting Date: MAY 20, 2014 Meeting Type: Annual Record Date: MAR 21, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Linda B. Bammann For For Management 1b Elect Director James A. Bell For For Management 1c Elect Director Crandall C. Bowles For For Management 1d Elect Director Stephen B. Burke For For Management 1e Elect Director James S. Crown For For Management 1f Elect Director James Dimon For For Management 1g Elect Director Timothy P. Flynn For For Management 1h Elect Director Laban P. Jackson, Jr. For For Management 1i Elect Director Michael A. Neal For For Management 1j Elect Director Lee R. Raymond For For Management 1k Elect Director William C. Weldon For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify Auditors For For Management 4 Report on Lobbying Payments and Policy Against Against Shareholder 5 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 6 Provide for Cumulative Voting Against Against Shareholder -------------------------------------------------------------------------------- LORILLARD, INC. Ticker: LO Security ID: 544147101 Meeting Date: MAY 15, 2014 Meeting Type: Annual Record Date: MAR 24, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dianne Neal Blixt For For Management 1.2 Elect Director Andrew H. Card, Jr. For For Management 1.3 Elect Director Virgis W. Colbert For For Management 1.4 Elect Director David E.R. Dangoor For For Management 1.5 Elect Director Murray S. Kessler For For Management 1.6 Elect Director Jerry W. Levin For For Management 1.7 Elect Director Richard W. Roedel 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 Auditors For For Management 5 Report on Lobbying Payments and Policy Against For Shareholder 6 Inform Poor and Less Educated on Against Against Shareholder Health Consequences of Tobacco -------------------------------------------------------------------------------- MACY'S, INC. Ticker: M Security ID: 55616P104 Meeting Date: MAY 16, 2014 Meeting Type: Annual Record Date: MAR 21, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Stephen F. Bollenbach For For Management 1b Elect Director Deirdre P. Connelly For For Management 1c Elect Director Meyer Feldberg For For Management 1d Elect Director Sara Levinson For For Management 1e Elect Director Terry J. Lundgren For For Management 1f Elect Director Joseph Neubauer For For Management 1g Elect Director Joyce M. Roche For For Management 1h Elect Director Paul C. Varga For For Management 1i Elect Director Craig E. Weatherup For Against Management 1j Elect Director Marna C. Whittington For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- MARATHON PETROLEUM CORPORATION Ticker: MPC Security ID: 56585A102 Meeting Date: APR 30, 2014 Meeting Type: Annual Record Date: MAR 03, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Steven A. Davis For For Management 1b Elect Director Gary R. Heminger For For Management 1c Elect Director John W. Snow For For Management 1d Elect Director John P. Surma For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Adopt Quantitative GHG Goals for Against Against Shareholder Products and Operations 5 Report on Lobbying Payments and Policy Against For Shareholder -------------------------------------------------------------------------------- METLIFE, INC. Ticker: MET Security ID: 59156R108 Meeting Date: APR 22, 2014 Meeting Type: Annual Record Date: FEB 28, 2014 # 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 John M. Keane For For Management 1.6 Elect Director Alfred F. Kelly, Jr. 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 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Omnibus Stock Plan For For Management 5 Approve Non-Employee Director Omnibus For For Management Stock Plan -------------------------------------------------------------------------------- MICHAEL KORS HOLDINGS LIMITED Ticker: KORS Security ID: G60754101 Meeting Date: AUG 01, 2013 Meeting Type: Annual Record Date: JUN 04, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Michael Kors as a Director For For Management 1b Elect Judy Gibbons as a Director For For Management 1c Elect Lawrence Stroll as a Director 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 -------------------------------------------------------------------------------- PACKAGING CORPORATION OF AMERICA Ticker: PKG Security ID: 695156109 Meeting Date: MAY 13, 2014 Meeting Type: Annual Record Date: MAR 17, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Cheryl K. Beebe For For Management 1.2 Elect Director Hasan Jameel For For Management 1.3 Elect Director Mark W. Kowlzan For For Management 1.4 Elect Director Robert C. Lyons For For Management 1.5 Elect Director Thomas P. Maurer For For Management 1.6 Elect Director Samuel M. Mencoff For For Management 1.7 Elect Director Roger B. Porter For For Management 1.8 Elect Director Thomas S. Souleles For For Management 1.9 Elect Director Paul T. Stecko For For Management 1.10 Elect Director James D. Woodrum For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- PFIZER INC. Ticker: PFE Security ID: 717081103 Meeting Date: APR 24, 2014 Meeting Type: Annual Record Date: FEB 26, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dennis A. Ausiello For For Management 1.2 Elect Director W. Don Cornwell For For Management 1.3 Elect Director Frances D. Fergusson For For Management 1.4 Elect Director Helen H. Hobbs For For Management 1.5 Elect Director Constance J. Horner For For Management 1.6 Elect Director James M. Kilts For For Management 1.7 Elect Director George A. Lorch For For Management 1.8 Elect Director Shantanu Narayen For For Management 1.9 Elect Director Suzanne Nora Johnson For For Management 1.10 Elect Director Ian C. Read For For Management 1.11 Elect Director Stephen W. Sanger For For Management 1.12 Elect Director Marc Tessier-Lavigne For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Omnibus Stock Plan For Against Management 5 Require Shareholder Vote to Approve Against Against Shareholder Political Contributions Policy 6 Review and Assess Membership of Against Against Shareholder Lobbying Organizations 7 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- PORTLAND GENERAL ELECTRIC COMPANY Ticker: POR Security ID: 736508847 Meeting Date: MAY 07, 2014 Meeting Type: Annual Record Date: MAR 03, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John W. Ballantine For For Management 1.2 Elect Director Rodney L. Brown, Jr. For For Management 1.3 Elect Director Jack E. Davis For For Management 1.4 Elect Director David A. Dietzler For For Management 1.5 Elect Director Kirby A. Dyess For For Management 1.6 Elect Director Mark B. Ganz For For Management 1.7 Elect Director Kathryn J. Jackson For For Management 1.8 Elect Director Neil J. Nelson For For Management 1.9 Elect Director M. Lee Pelton For For Management 1.10 Elect Director James J. Piro For For Management 1.11 Elect Director Charles W. Shivery For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Adopt Majority Voting for Uncontested For For Management Election of Directors 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- PRUDENTIAL FINANCIAL, INC. Ticker: PRU Security ID: 744320102 Meeting Date: MAY 13, 2014 Meeting Type: Annual Record Date: MAR 14, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas J. Baltimore, Jr. For For Management 1.2 Elect Director Gordon M. Bethune For For Management 1.3 Elect Director Gilbert F. Casellas For For Management 1.4 Elect Director James G. Cullen For For Management 1.5 Elect Director Mark B. Grier For For Management 1.6 Elect Director Constance J. Horner For For Management 1.7 Elect Director Martina Hund-Mejean For For Management 1.8 Elect Director Karl J. Krapek For For Management 1.9 Elect Director Christine A. Poon For For Management 1.10 Elect Director Douglas A. Scovanner For For Management 1.11 Elect Director John R. Strangfeld For For Management 1.12 Elect Director James A. Unruh For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Stock Retention/Holding Period Against Against Shareholder -------------------------------------------------------------------------------- SYMANTEC CORPORATION Ticker: SYMC Security ID: 871503108 Meeting Date: OCT 22, 2013 Meeting Type: Annual Record Date: AUG 23, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Stephen M. Bennett For For Management 1b Elect Director Michael A. Brown For For Management 1c Elect Director Frank E. Dangeard For For Management 1d Elect Director Geraldine B. Laybourne For For Management 1e Elect Director David L. Mahoney For For Management 1f Elect Director Robert S. Miller For For Management 1g Elect Director Anita M. Sands For For Management 1h Elect Director Daniel H. Schulman For For Management 1i Elect Director V. Paul Unruh For For Management 1j Elect Director Suzanne M. Vautrinot For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Omnibus Stock Plan For For Management 5 Amend Qualified Employee Stock For For Management Purchase Plan 6 Amend Executive Incentive Bonus Plan For For Management -------------------------------------------------------------------------------- THE AES CORPORATION Ticker: AES Security ID: 00130H105 Meeting Date: APR 17, 2014 Meeting Type: Annual Record Date: FEB 21, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Andres R. Gluski For For Management 1.2 Elect Director Zhang Guo Bao For For Management 1.3 Elect Director Charles L. Harrington For For Management 1.4 Elect Director Kristina M. Johnson For For Management 1.5 Elect Director Tarun Khanna For For Management 1.6 Elect Director Philip Lader For For Management 1.7 Elect Director James H. Miller For For Management 1.8 Elect Director Sandra O. Moose For For Management 1.9 Elect Director John B. Morse, Jr. For For Management 1.10 Elect Director Moises Naim For For Management 1.11 Elect Director Charles O. Rossotti For For Management 1.12 Elect Director Sven Sandstrom For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- THE CHILDREN'S PLACE RETAIL STORES, INC. Ticker: PLCE Security ID: 168905107 Meeting Date: JUN 04, 2014 Meeting Type: Annual Record Date: APR 07, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joseph Alutto For For Management 1.2 Elect Director Joseph Gromek For Against Management 1.3 Elect Director Susan Sobbott For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Declassify the Board of Directors For For Management 5 Amend Certificate of Incorporation to For For Management Provide Directors May be Removed With or Without Cause 6 Change Company Name For For Management -------------------------------------------------------------------------------- THE KROGER CO. Ticker: KR Security ID: 501044101 Meeting Date: JUN 26, 2014 Meeting Type: Annual Record Date: APR 29, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Reuben V. Anderson For For Management 1b Elect Director Robert D. Beyer For For Management 1c Elect Director David B. Dillon For For Management 1d Elect Director Susan J. Kropf For For Management 1e Elect Director David B. Lewis For For Management 1f Elect Director W. Rodney McMullen For For Management 1g Elect Director Jorge P. Montoya For For Management 1h Elect Director Clyde R. Moore For For Management 1i Elect Director Susan M. Phillips For For Management 1j Elect Director Steven R. Rogel For For Management 1k Elect Director James A. Runde For For Management 1l Elect Director Ronald L. Sargent For For Management 1m Elect Director Bobby S. Shackouls For For Management 2 Approve Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify Auditors For For Management 5 Report on Human Rights Risk Assessment Against For Shareholder Process 6 Report on Extended Producer Against Against Shareholder Responsibility Policy Position and Assess Alternatives -------------------------------------------------------------------------------- THE PRICELINE GROUP INC. Ticker: PCLN Security ID: 741503403 Meeting Date: JUN 05, 2014 Meeting Type: Annual Record Date: APR 10, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Timothy M. Armstrong For For Management 1.2 Elect Director Howard W. Barker, Jr. For For Management 1.3 Elect Director Jeffery H. Boyd For For Management 1.4 Elect Director Jan L. Docter For For Management 1.5 Elect Director Jeffrey E. Epstein For For Management 1.6 Elect Director James M. Guyette For For Management 1.7 Elect Director Darren R. Huston For For Management 1.8 Elect Director Nancy B. Peretsman For For Management 1.9 Elect Director Thomas E. Rothman For For Management 1.10 Elect Director Craig W. Rydin For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- THE TRAVELERS COMPANIES, INC. Ticker: TRV Security ID: 89417E109 Meeting Date: MAY 27, 2014 Meeting Type: Annual Record Date: MAR 31, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Alan L. Beller For For Management 1b Elect Director John H. Dasburg For For Management 1c Elect Director Janet M. Dolan For For Management 1d Elect Director Kenneth M. Duberstein For For Management 1e Elect Director Jay S. Fishman For For Management 1f Elect Director Patricia L. Higgins For For Management 1g Elect Director Thomas R. Hodgson For For Management 1h Elect Director William J. Kane For For Management 1i Elect Director Cleve L. Killingsworth, For For Management Jr. 1j Elect Director Philip T. (Pete) For For Management Ruegger, III 1k Elect Director Donald J. Shepard For For Management 1l Elect Director Laurie J. Thomsen For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Omnibus Stock Plan For For Management 5 Report on Political Contributions Against For Shareholder -------------------------------------------------------------------------------- TIME WARNER CABLE INC. Ticker: TWC Security ID: 88732J207 Meeting Date: JUN 05, 2014 Meeting Type: Annual Record Date: APR 11, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Carole Black For For Management 1b Elect Director Glenn A. Britt For For Management 1c Elect Director Thomas H. Castro For For Management 1d Elect Director David C. Chang For For Management 1e Elect Director James E. Copeland, Jr. For For Management 1f Elect Director Peter R. Haje For For Management 1g Elect Director Donna A. James For For Management 1h Elect Director Don Logan For For Management 1i Elect Director Robert D. Marcus For For Management 1j Elect Director N.J. Nicholas, Jr. For For Management 1k Elect Director Wayne H. Pace For For Management 1l Elect Director Edward D. Shirley For For Management 1m Elect Director John E. Sununu For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Report on Lobbying Payments and Policy Against For Shareholder 5 Pro-rata Vesting of Equity Awards Against Against Shareholder -------------------------------------------------------------------------------- VALERO ENERGY CORPORATION Ticker: VLO Security ID: 91913Y100 Meeting Date: MAY 01, 2014 Meeting Type: Annual Record Date: MAR 04, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jerry D. Choate For For Management 1b Elect Director Joseph W. Gorder For For Management 1c Elect Director William R. Klesse For For Management 1d Elect Director Deborah P. Majoras For For Management 1e Elect Director Donald L. Nickles For For Management 1f Elect Director Philip J. Pfeiffer For For Management 1g Elect Director Robert A. Profusek For For Management 1h Elect Director Susan Kaufman Purcell For For Management 1i Elect Director Stephen M. Waters For For Management 1j Elect Director Randall J. Weisenburger For For Management 1k Elect Director Rayford Wilkins, Jr. For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Pro-rata Vesting of Equity Awards Against For Shareholder 5 Adopt Quantitative GHG Goals for Against Against Shareholder Products and Operations 6 Report on Lobbying Payments and Policy Against For Shareholder -------------------------------------------------------------------------------- VALIDUS HOLDINGS, LTD. Ticker: VR Security ID: G9319H102 Meeting Date: APR 30, 2014 Meeting Type: Annual Record Date: MAR 03, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joseph E. (Jeff) For For Management Consolino 1.2 Elect Director Matthew J. Grayson For For Management 1.3 Elect Director Jean-Marie Nessi For For Management 1.4 Elect Director Mandakini Puri For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers, Ltd., For For Management Hamilton, Bermuda as Independent Auditors -------------------------------------------------------------------------------- WELLS FARGO & COMPANY Ticker: WFC Security ID: 949746101 Meeting Date: APR 29, 2014 Meeting Type: Annual Record Date: MAR 04, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director John D. Baker, II For For Management 1b Elect Director Elaine L. Chao For For Management 1c Elect Director John S. Chen For For Management 1d Elect Director Lloyd H. Dean For For Management 1e Elect Director Susan E. Engel For For Management 1f Elect Director Enrique Hernandez, Jr. For For Management 1g Elect Director Donald M. James For For Management 1h Elect Director Cynthia H. Milligan For For Management 1i Elect Director Federico F. Pena For For Management 1j Elect Director James H. Quigley For For Management 1k Elect Director Judith M. Runstad For For Management 1l Elect Director Stephen W. Sanger For For Management 1m Elect Director John G. Stumpf For For Management 1n Elect Director Susan G. Swenson For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management 4 Require Independent Board Chairman Against Against Shareholder 5 Review Fair Housing and Fair Lending Against Against Shareholder Compliance -------------------------------------------------------------------------------- WEYERHAEUSER COMPANY Ticker: WY Security ID: 962166104 Meeting Date: APR 10, 2014 Meeting Type: Annual Record Date: FEB 14, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Debra A. Cafaro For For Management 1.2 Elect Director Mark A. Emmert For For Management 1.3 Elect Director John I. Kieckhefer For For Management 1.4 Elect Director Wayne W. Murdy For For Management 1.5 Elect Director Nicole W. Piasecki For For Management 1.6 Elect Director Doyle R. Simons For For Management 1.7 Elect Director Richard H. Sinkfield For For Management 1.8 Elect Director D. Michael Steuert For For Management 1.9 Elect Director Kim Williams For For Management 1.10 Elect Director Charles R. Williamson For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- WYNN RESORTS, LIMITED Ticker: WYNN Security ID: 983134107 Meeting Date: MAY 16, 2014 Meeting Type: Annual Record Date: MAR 24, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert J. Miller For For Management 1.2 Elect Director D. Boone Wayson For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Omnibus Stock Plan For For Management 5 Amend Board Qualifications For Against Management 6 Report on Political Contributions Against For Shareholder ============================ MFS Lifetime 2010 Fund ============================ MFS SERIES TRUST XV - MFS COMMODITY STRATEGY FUND Ticker: CMS Security ID: 55276T826 Meeting Date: MAY 09, 2014 Meeting Type: WRITTEN CONSENT Record Date: MAY 09, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 A change in the sub-classification of FOR FOR Management the fund ============================ MFS Lifetime 2015 Fund ============================ MFS SERIES TRUST XV - MFS COMMODITY STRATEGY FUND Ticker: CMS Security ID: 55276T826 Meeting Date: MAY 09, 2014 Meeting Type: WRITTEN CONSENT Record Date: MAY 09, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 A change in the sub-classification of FOR FOR Management the fund ============================ MFS Lifetime 2020 Fund ============================ MFS SERIES TRUST XV - MFS COMMODITY STRATEGY FUND Ticker: CMS Security ID: 55276T826 Meeting Date: MAY 09, 2014 Meeting Type: WRITTEN CONSENT Record Date: MAY 09, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 A change in the sub-classification of FOR FOR Management the fund ============================ MFS Lifetime 2025 Fund ============================ MFS SERIES TRUST XV - MFS COMMODITY STRATEGY FUND Ticker: CMS Security ID: 55276T826 Meeting Date: MAY 09, 2014 Meeting Type: WRITTEN CONSENT Record Date: MAY 09, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 A change in the sub-classification of FOR FOR Management the fund ============================ MFS Lifetime 2030 Fund ============================ MFS SERIES TRUST XV - MFS COMMODITY STRATEGY FUND Ticker: CMS Security ID: 55276T826 Meeting Date: MAY 09, 2014 Meeting Type: WRITTEN CONSENT Record Date: MAY 09, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 A change in the sub-classification of FOR FOR Management the fund ============================ MFS Lifetime 2035 Fund ============================ MFS SERIES TRUST XV - MFS COMMODITY STRATEGY FUND Ticker: CMS Security ID: 55276T826 Meeting Date: MAY 09, 2014 Meeting Type: WRITTEN CONSENT Record Date: MAY 09, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 A change in the sub-classification of FOR FOR Management the fund ============================ MFS Lifetime 2040 Fund ============================ MFS SERIES TRUST XV - MFS COMMODITY STRATEGY FUND Ticker: CMS Security ID: 55276T826 Meeting Date: MAY 09, 2014 Meeting Type: WRITTEN CONSENT Record Date: MAY 09, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 A change in the sub-classification of FOR FOR Management the fund ============================ MFS Lifetime 2045 Fund ============================ MFS SERIES TRUST XV - MFS COMMODITY STRATEGY FUND Ticker: CMS Security ID: 55276T826 Meeting Date: MAY 09, 2014 Meeting Type: WRITTEN CONSENT Record Date: MAY 09, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 A change in the sub-classification of FOR FOR Management the fund ============================ MFS Lifetime 2050 Fund ============================ MFS SERIES TRUST XV - MFS COMMODITY STRATEGY FUND Ticker: CMS Security ID: 55276T826 Meeting Date: MAY 09, 2014 Meeting Type: WRITTEN CONSENT Record Date: MAY 09, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 A change in the sub-classification of FOR FOR Management the fund ============================ MFS Lifetime 2055 Fund ============================ MFS SERIES TRUST XV - MFS COMMODITY STRATEGY FUND Ticker: CMS Security ID: 55276T826 Meeting Date: MAY 09, 2014 Meeting Type: WRITTEN CONSENT Record Date: MAY 09, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 A change in the sub-classification of FOR FOR Management the fund ===================== MFS Lifetime Retirement Income Fund ====================== MFS SERIES TRUST XV - MFS COMMODITY STRATEGY FUND Ticker: CMS Security ID: 55276T826 Meeting Date: MAY 09, 2014 Meeting Type: WRITTEN CONSENT Record Date: MAY 09, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 A change in the sub-classification of FOR FOR Management the fund ========== 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): JOHN M. CORCORAN* ------------------------------------- John M. Corcoran, Principal Executive Officer & President Date: August 25, 2014 *By (Signature and Title) /s/ Susan S. Newton ------------------------------------- Susan S. Newton, as attorney-in-fact * Executed by Susan S. Newton on behalf of John M. Corcoran pursuant to a Power of Attorney dated July 8th, 2013. (1) (1) Incorporated by reference to MFS Municipal Series Trust (File Nos. 2-92915 and 811-4096) Post-Effective Amendment No. 56 filed with the SEC via EDGAR on July 26, 2013.