0001193125-18-260056.txt : 20180828 0001193125-18-260056.hdr.sgml : 20180828 20180828114257 ACCESSION NUMBER: 0001193125-18-260056 CONFORMED SUBMISSION TYPE: N-PX PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180630 FILED AS OF DATE: 20180828 DATE AS OF CHANGE: 20180828 EFFECTIVENESS DATE: 20180828 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: 181040761 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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N-PX 1 d582201dnpx.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) ----------------- 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: April 30 and October 31* Date of reporting period: July 1, 2017 - June 30, 2018 * 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. ================================================================================ ITEM 1. PROXY VOTING RECORD. ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-21780 Reporting Period: 07/01/2017 - 06/30/2018 MFS Series Trust XII ======================== MFS Equity Opportunities Fund ========================= ARCHER-DANIELS-MIDLAND COMPANY Ticker: ADM Security ID: 039483102 Meeting Date: MAY 03, 2018 Meeting Type: Annual Record Date: MAR 12, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alan L. Boeckmann For For Management 1.2 Elect Director Michael S. Burke For For Management 1.3 Elect Director Terrell K. Crews For For Management 1.4 Elect Director Pierre Dufour For For Management 1.5 Elect Director Donald E. Felsinger For For Management 1.6 Elect Director Suzan F. Harrison For For Management 1.7 Elect Director Juan R. Luciano For For Management 1.8 Elect Director Patrick J. Moore For For Management 1.9 Elect Director Francisco J. Sanchez For For Management 1.10 Elect Director Debra A. Sandler For For Management 1.11 Elect Director Daniel T. Shih For For Management 1.12 Elect Director Kelvin R. Westbrook For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Qualified Employee Stock For For Management Purchase Plan 5 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- ATHENE HOLDING LTD. Ticker: ATH Security ID: G0684D107 Meeting Date: JUN 06, 2018 Meeting Type: Annual Record Date: APR 16, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Fehmi Zeko For For Management 1.2 Elect Director Marc Beilinson For Against Management 1.3 Elect Director Robert Borden For For Management 1.4 Elect Director H. Carl McCall For Against Management 1.5 Elect Director Manfred Puffer For For Management 2.1 Elect Subsidiary Director James R. For For Management Belardi 2.2 Elect Subsidiary Director Robert Borden For For Management 2.3 Elect Subsidiary Director Frank L. For For Management Gillis 2.4 Elect Subsidiary Director Gernot Lohr For For Management 2.5 Elect Subsidiary Director Hope For For Management Schefler Taitz 2.6 Elect Subsidiary Director William J. For For Management Wheeler 3.1 Elect Subsidiary Director Natasha For For Management Scotland Courcy 3.2 Elect Subsidiary Director Frank L. For For Management Gillis 3.3 Elect Subsidiary Director William J. For For Management Wheeler 4.1 Elect Subsidiary Director Natasha For For Management Scotland Courcy 4.2 Elect Subsidiary Director Frank L. For For Management Gillis 4.3 Elect Subsidiary Director William J. For For Management Wheeler 5.1 Elect Subsidiary Director Natasha For For Management Scotland Courcy 5.2 Elect Subsidiary Director William J. For For Management Wheeler 6 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 7 Authorize Board to Fix Remuneration of For For Management the Auditors 8 Approve Remuneration Report For For Management 9 Amend Bylaws For For Management A Shareholder Represents that they or None Against Management Any of its Tax Attributed Affliates Owns Any Class B Shares of Apollo Global Management LLP or AP Alternative Investment, L.P. If You do not Mark Yes your Vote may Not Count For = Yes and Against= No B Shareholder Represents that it is None For Management Neither an Employee of Apollo Group nor a Management Shareholder, If You do not Mark Yes your Vote may Not Count For = Yes and Against= No -------------------------------------------------------------------------------- AVANGRID, INC. Ticker: AGR Security ID: 05351W103 Meeting Date: JUN 07, 2018 Meeting Type: Annual Record Date: APR 13, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ignacio Sanchez Galan For Against Management 1.2 Elect Director John E. Baldacci For Against Management 1.3 Elect Director Pedro Azagra Blazquez For Against Management 1.4 Elect Director Felipe de Jesus For For Management Calderon Hinojosa 1.5 Elect Director Arnold L. Chase For Against Management 1.6 Elect Director Alfredo Elias Ayub For For Management 1.7 Elect Director Carol L. Folt For For Management 1.8 Elect Director John L. Lahey For For Management 1.9 Elect Director Santiago Martinez For Against Management Garrido 1.10 Elect Director Juan Carlos Rebollo For Against Management Liceaga 1.11 Elect Director Jose Sainz Armada For Against Management 1.12 Elect Director Alan D. Solomont For For Management 1.13 Elect Director Elizabeth Timm For For Management 1.14 Elect Director James P. Torgerson For Against Management 2 Ratify KPMG US, LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- BIOGEN INC. Ticker: BIIB Security ID: 09062X103 Meeting Date: JUN 12, 2018 Meeting Type: Annual Record Date: APR 17, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Alexander J. Denner For For Management 1b Elect Director Caroline D. Dorsa For For Management 1c Elect Director Nancy L. Leaming For For Management 1d Elect Director Richard C. Mulligan For For Management 1e Elect Director Robert W. Pangia For For Management 1f Elect Director Stelios Papadopoulos For For Management 1g Elect Director Brian S. Posner For For Management 1h Elect Director Eric K. Rowinsky For For Management 1i Elect Director Lynn Schenk For For Management 1j Elect Director Stephen A. Sherwin For For Management 1k Elect Director Michel Vounatsos 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 Amend Proxy Access Right Against Against Shareholder 5 Report on Integrating Risks Related to Against For Shareholder Drug Pricing into Senior Executive Compensation -------------------------------------------------------------------------------- BRISTOL-MYERS SQUIBB COMPANY Ticker: BMY Security ID: 110122108 Meeting Date: MAY 01, 2018 Meeting Type: Annual Record Date: MAR 14, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1A Elect Director Peter J. Arduini For For Management 1B Elect Director Jose Baselga For For Management 1C Elect Director Robert J. Bertolini For For Management 1D Elect Director Giovanni Caforio For For Management 1E Elect Director Matthew W. Emmens For For Management 1F Elect Director Michael Grobstein For For Management 1G Elect Director Alan J. Lacy For For Management 1H Elect Director Dinesh C. Paliwal For For Management 1I Elect Director Theodore R. Samuels For For Management 1J Elect Director Gerald L. Storch For For Management 1K Elect Director Vicki L. Sato For For Management 1L Elect Director Karen H. Vousden 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 Report on Integrating Risks Related to Against For Shareholder Drug Pricing into Senior Executive Compensation 5 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call Special Meeting -------------------------------------------------------------------------------- CF INDUSTRIES HOLDINGS, INC. Ticker: CF Security ID: 125269100 Meeting Date: MAY 10, 2018 Meeting Type: Annual Record Date: MAR 19, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Robert C. Arzbaecher For For Management 1b Elect Director William Davisson For For Management 1c Elect Director John W. Eaves For For Management 1d Elect Director Stephen A. Furbacher For For Management 1e Elect Director Stephen J. Hagge For For Management 1f Elect Director John D. Johnson For For Management 1g Elect Director Anne P. Noonan For For Management 1h Elect Director Michael J. Toelle For For Management 1i Elect Director Theresa E. Wagler For For Management 1j Elect Director W. Anthony Will For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify Existing Ownership Threshold For Against Management for Shareholders to Call Special Meeting 4 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- CITIGROUP INC. Ticker: C Security ID: 172967424 Meeting Date: APR 24, 2018 Meeting Type: Annual Record Date: FEB 26, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Michael L. Corbat For For Management 1b Elect Director Ellen M. Costello For For Management 1c Elect Director John C. Dugan For For Management 1d Elect Director Duncan P. Hennes For For Management 1e Elect Director Peter B. Henry For For Management 1f Elect Director Franz B. Humer For For Management 1g Elect Director S. Leslie Ireland For For Management 1h Elect Director Renee J. James For For Management 1i Elect Director Eugene M. McQuade For For Management 1j Elect Director Michael E. O'Neill For For Management 1k Elect Director Gary M. Reiner For For Management 1l Elect Director Anthony M. Santomero For For Management 1m Elect Director Diana L. Taylor For For Management 1n Elect Director James S. Turley For For Management 1o Elect Director Deborah C. Wright For For Management 1p Elect Director Ernesto Zedillo Ponce For For Management De Leon 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management 5 Adopt Human and Indigenous People's Against Against Shareholder Rights Policy 6 Provide for Cumulative Voting Against Against Shareholder 7 Report on Lobbying Payments and Policy Against For Shareholder 8 Amend Proxy Access Right Against Against Shareholder 9 Prohibit Accelerated Vesting of Awards Against Against Shareholder to Pursue Government Service 10 Amend Bylaws -- Call Special Meetings Against For Shareholder -------------------------------------------------------------------------------- COMCAST CORPORATION Ticker: CMCSA Security ID: 20030N101 Meeting Date: JUN 11, 2018 Meeting Type: Annual Record Date: APR 06, 2018 # 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 For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Report on Lobbying Payments and Policy Against For Shareholder -------------------------------------------------------------------------------- DELTA AIR LINES, INC. Ticker: DAL Security ID: 247361702 Meeting Date: JUN 29, 2018 Meeting Type: Annual Record Date: MAY 02, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Edward H. Bastian For For Management 1b Elect Director Francis S. Blake For For Management 1c Elect Director Daniel A. Carp For For Management 1d Elect Director Ashton B. Carter For For Management 1e Elect Director David G. DeWalt For For Management 1f Elect Director William H. Easter, III For For Management 1g Elect Director Michael P. Huerta For For Management 1h Elect Director Jeanne P. Jackson For For Management 1i Elect Director George N. Mattson For For Management 1j Elect Director Douglas R. Ralph For For Management 1k Elect Director Sergio A. L. Rial For For Management 1l Elect Director Kathy N. Waller 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 -------------------------------------------------------------------------------- DISCOVER FINANCIAL SERVICES Ticker: DFS Security ID: 254709108 Meeting Date: MAY 02, 2018 Meeting Type: Annual Record Date: MAR 05, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey S. Aronin For For Management 1.2 Elect Director Mary K. Bush For For Management 1.3 Elect Director Gregory C. Case For For Management 1.4 Elect Director Candace H. Duncan For For Management 1.5 Elect Director Joseph F. Eazor For For Management 1.6 Elect Director Cynthia A. Glassman For For Management 1.7 Elect Director Thomas G. Maheras For For Management 1.8 Elect Director Michael H. Moskow For For Management 1.9 Elect Director David W. Nelms For For Management 1.10 Elect Director Mark A. Thierer For For Management 1.11 Elect Director Lawrence A. Weinbach For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors 4 Adopt Simple Majority Vote Against For Shareholder -------------------------------------------------------------------------------- DXC TECHNOLOGY COMPANY Ticker: DXC Security ID: 23355L106 Meeting Date: AUG 10, 2017 Meeting Type: Annual Record Date: JUN 12, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Mukesh Aghi For For Management 1b Elect Director Amy E. Alving For For Management 1c Elect Director David L. Herzog For For Management 1d Elect Director Sachin Lawande For For Management 1e Elect Director J. Michael Lawrie For For Management 1f Elect Director Julio A. Portalatin For For Management 1g Elect Director Peter Rutland For For Management 1h Elect Director Manoj P. Singh For For Management 1i Elect Director Margaret C. Whitman For For Management 1j Elect Director Robert F. Woods 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 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- EAST WEST BANCORP, INC. Ticker: EWBC Security ID: 27579R104 Meeting Date: MAY 24, 2018 Meeting Type: Annual Record Date: MAR 29, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Molly Campbell For For Management 1.2 Elect Director Iris S. Chan For For Management 1.3 Elect Director Rudolph I. Estrada For For Management 1.4 Elect Director Paul H. Irving For For Management 1.5 Elect Director Herman Y. Li For For Management 1.6 Elect Director Jack C. Liu For For Management 1.7 Elect Director Dominic Ng For For Management 1.8 Elect Director Lester M. Sussman For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- EATON CORPORATION PLC Ticker: ETN Security ID: G29183103 Meeting Date: APR 25, 2018 Meeting Type: Annual Record Date: FEB 26, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Craig Arnold For For Management 1b Elect Director Todd M. Bluedorn For Against Management 1c Elect Director Christopher M. Connor For For Management 1d Elect Director Michael J. Critelli For For Management 1e Elect Director Richard H. Fearon For For Management 1f Elect Director Charles E. Golden For For Management 1g Elect Director Arthur E. Johnson For For Management 1h Elect Director Deborah L. McCoy For For Management 1i Elect Director Gregory R. Page For For Management 1j Elect Director Sandra Pianalto For For Management 1k Elect Director Gerald B. Smith For For Management 1l Elect Director Dorothy C. Thompson For For Management 2 Approve Ernst & Young LLP as Auditors For For Management and Authorize Board to Fix Their Remuneration 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Authorize Issue of Equity with For For Management Pre-emptive Rights 5 Authorize Issue of Equity without For For Management Pre-emptive Rights 6 Authorize Share Repurchase of Issued For For Management Share Capital -------------------------------------------------------------------------------- ELECTRONIC ARTS INC. Ticker: EA Security ID: 285512109 Meeting Date: AUG 03, 2017 Meeting Type: Annual Record Date: JUN 09, 2017 # 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 Vivek Paul For For Management 1e Elect Director Lawrence F. Probst, III For For Management 1f Elect Director Talbott Roche For For Management 1g Elect Director Richard A. Simonson For For Management 1h Elect Director Luis A. Ubinas For For Management 1i Elect Director Denise F. Warren For For Management 1j Elect Director Andrew Wilson For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency None One Year Management 4 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- ELI LILLY AND COMPANY Ticker: LLY Security ID: 532457108 Meeting Date: MAY 07, 2018 Meeting Type: Annual Record Date: MAR 12, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Katherine Baicker For For Management 1b Elect Director J. Erik Fyrwald For For Management 1c Elect Director Jamere Jackson For For Management 1d Elect Director Ellen R. Marram For Against Management 1e Elect Director Jackson P. Tai For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Declassify the Board of Directors For For Management 5 Eliminate Supermajority Vote For For Management Requirement 6 Amend Omnibus Stock Plan For For Management 7 Support the Descheduling of Cannabis Against Against Shareholder 8 Report on Lobbying Payments and Policy Against For Shareholder 9 Report on Policies and Practices Against Against Shareholder Regarding Contract Animal Laboratories 10 Report on Integrating Drug Pricing Against For Shareholder Risks into Incentive Compensation Plans -------------------------------------------------------------------------------- EXELON CORPORATION Ticker: EXC Security ID: 30161N101 Meeting Date: MAY 01, 2018 Meeting Type: Annual Record Date: MAR 02, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Anthony K. Anderson For For Management 1b Elect Director Ann C. Berzin For For Management 1c Elect Director Christopher M. Crane For For Management 1d Elect Director Yves C. de Balmann For For Management 1e Elect Director Nicholas DeBenedictis For For Management 1f Elect Director Linda P. Jojo For For Management 1g Elect Director Paul L. Joskow For For Management 1h Elect Director Robert J. Lawless For For Management 1i Elect Director Richard W. Mies For For Management 1j Elect Director John W. Rogers, Jr. For For Management 1k Elect Director Mayo A. Shattuck, III For For Management 1l Elect Director Stephen D. Steinour For Against Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- FACEBOOK, INC. Ticker: FB Security ID: 30303M102 Meeting Date: MAY 31, 2018 Meeting Type: Annual Record Date: APR 06, 2018 # 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 Kenneth I. Chenault For For Management 1.4 Elect Director Susan D. For For Management Desmond-Hellmann 1.5 Elect Director Reed Hastings For For Management 1.6 Elect Director Jan Koum - Withdrawn None None Management Resolution 1.7 Elect Director Sheryl K. Sandberg For Withhold Management 1.8 Elect Director Peter A. Thiel For For Management 1.9 Elect Director Mark Zuckerberg For Withhold Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Approve Recapitalization Plan for all Against For Shareholder Stock to Have One-vote per Share 4 Establish Board Committee on Risk Against For Shareholder Management 5 Adopt Simple Majority Vote Against For Shareholder 6 Report on Major Global Content Against For Shareholder Management Controversies (Fake News) 7 Report on Gender Pay Gap Against For Shareholder 8 Report on Responsible Tax Principles Against Against Shareholder -------------------------------------------------------------------------------- FIRST DATA CORPORATION Ticker: FDC Security ID: 32008D106 Meeting Date: MAY 10, 2018 Meeting Type: Annual Record Date: MAR 12, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James E. Nevels For Withhold Management 1.2 Elect Director Tagar C. Olson For Withhold Management 1.3 Elect Director Barbara A. Yastine For Withhold Management 2 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- HEWLETT PACKARD ENTERPRISE COMPANY Ticker: HPE Security ID: 42824C109 Meeting Date: APR 04, 2018 Meeting Type: Annual Record Date: FEB 05, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Daniel Ammann For For Management 1b Elect Director Michael J. Angelakis For For Management 1c Elect Director Leslie A. Brun For For Management 1d Elect Director Pamela L. Carter For For Management 1e Elect Director Raymond J. Lane For For Management 1f Elect Director Ann M. Livermore For For Management 1g Elect Director Antonio F. Neri For For Management 1h Elect Director Raymond E. Ozzie For For Management 1i Elect Director Gary M. Reiner For For Management 1j Elect Director Patricia F. Russo For Against Management 1k Elect Director Lip-Bu Tan For Against Management 1l Elect Director Margaret C. Whitman For For Management 1m Elect Director Mary Agnes Wilderotter 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 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- INTUIT INC. Ticker: INTU Security ID: 461202103 Meeting Date: JAN 18, 2018 Meeting Type: Annual Record Date: NOV 20, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Eve Burton For For Management 1b Elect Director Scott D. Cook For For Management 1c Elect Director Richard L. Dalzell For For Management 1d Elect Director Deborah Liu For For Management 1e Elect Director Suzanne Nora Johnson For For Management 1f Elect Director Dennis D. Powell For For Management 1g Elect Director Brad D. Smith For For Management 1h Elect Director Thomas Szkutak For For Management 1i Elect Director Raul Vazquez For For Management 1j Elect Director Jeff Weiner For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Amend Executive Incentive Bonus Plan For For Management 5 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- KBR, INC. Ticker: KBR Security ID: 48242W106 Meeting Date: MAY 16, 2018 Meeting Type: Annual Record Date: MAR 22, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1A Elect Director Mark E. Baldwin For For Management 1B Elect Director James R. Blackwell For For Management 1C Elect Director Stuart J. B. Bradie For For Management 1D Elect Director Loren K. Carroll For For Management 1E Elect Director Umberto della Sala For For Management 1F Elect Director Lester L. Lyles For For Management 1G Elect Director Wendy M. Masiello For For Management 1H Elect Director Jack B. Moore For For Management 1I Elect Director Ann D. Pickard For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Qualified Employee Stock For For Management Purchase Plan -------------------------------------------------------------------------------- MARATHON PETROLEUM CORPORATION Ticker: MPC Security ID: 56585A102 Meeting Date: APR 25, 2018 Meeting Type: Annual Record Date: FEB 26, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Abdulaziz F. Alkhayyal For For Management 1b Elect Director Donna A. James For For Management 1c Elect Director James E. Rohr For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Eliminate Supermajority Vote For For Management Requirement to Amend Bylaws 6 Eliminate Supermajority Vote For For Management Requirement to Amend Charter 7 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call Special Meeting -------------------------------------------------------------------------------- MARVELL TECHNOLOGY GROUP LTD. Ticker: MRVL Security ID: G5876H105 Meeting Date: JUN 28, 2018 Meeting Type: Annual Record Date: MAY 09, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Tudor Brown For For Management 1.2 Elect Director Richard S. Hill For For Management 1.3 Elect Director Oleg Khaykin For Against Management 1.4 Elect Director Bethany Mayer For For Management 1.5 Elect Director Donna Morris For For Management 1.6 Elect Director Matthew J. Murphy For For Management 1.7 Elect Director Michael Strachan For For Management 1.8 Elect Director Robert E. Switz For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Approve Deloitte & Touche LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration -------------------------------------------------------------------------------- MCKESSON CORPORATION Ticker: MCK Security ID: 58155Q103 Meeting Date: JUL 26, 2017 Meeting Type: Annual Record Date: MAY 31, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Andy D. Bryant For For Management 1b Elect Director N. Anthony Coles For For Management 1c Elect Director John H. Hammergren For For Management 1d Elect Director M. Christine Jacobs For For Management 1e Elect Director Donald R. Knauss For For Management 1f Elect Director Marie L. Knowles For For Management 1g Elect Director Edward A. Mueller For Against Management 1h Elect Director Susan R. Salka For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Require Independent Board Chairman Against For Shareholder 6 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- METLIFE, INC. Ticker: MET Security ID: 59156R108 Meeting Date: OCT 19, 2017 Meeting Type: Special Record Date: SEP 05, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Certificate of Incorporation to For For Management Modify the Dividend Payment Tests for the Series A Preferred Stock and the Series C Preferred Stock 2 Adjourn Meeting For For Management -------------------------------------------------------------------------------- METLIFE, INC. Ticker: MET Security ID: 59156R108 Meeting Date: JUN 12, 2018 Meeting Type: Annual Record Date: APR 13, 2018 # 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 Gerald L. Hassell For For Management 1.4 Elect Director David L. Herzog For For Management 1.5 Elect Director R. Glenn Hubbard For For Management 1.6 Elect Director Steven A. Kandarian For For Management 1.7 Elect Director Edward J. Kelly, III For For Management 1.8 Elect Director William E. Kennard For For Management 1.9 Elect Director James M. Kilts For For Management 1.10 Elect Director Catherine R. Kinney For For Management 1.11 Elect Director Denise M. Morrison 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 -------------------------------------------------------------------------------- MFS SERIES TRUST XIV - MFS INSTITUTIONAL MONEY MARKET PORTFOLIO Ticker: Security ID: 55291X109 Meeting Date: DEC 08, 2017 Meeting Type: Written Consent Record Date: DEC 08, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Fundamental Investment For For Management Restriction Regarding Industry Concentration -------------------------------------------------------------------------------- MOLSON COORS BREWING COMPANY Ticker: TAP Security ID: 60871R209 Meeting Date: MAY 23, 2018 Meeting Type: Annual Record Date: MAR 29, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Roger G. Eaton For For Management 1.2 Elect Director Charles M. Herington For For Management 1.3 Elect Director H. Sanford Riley For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- OWENS CORNING Ticker: OC Security ID: 690742101 Meeting Date: APR 19, 2018 Meeting Type: Annual Record Date: FEB 20, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1A Elect Director Cesar Conde For For Management 1B Elect Director Adrienne D. Elsner For For Management 1C Elect Director J. Brian Ferguson For For Management 1D Elect Director Ralph F. Hake For For Management 1E Elect Director Edward F. Lonergan For For Management 1F Elect Director Maryann T. Mannen For For Management 1G Elect Director W. Howard Morris For For Management 1H Elect Director Suzanne P. Nimocks For For Management 1I Elect Director Michael H. Thaman For For Management 1J Elect Director John D. Williams For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- PEPSICO, INC. Ticker: PEP Security ID: 713448108 Meeting Date: MAY 02, 2018 Meeting Type: Annual Record Date: MAR 01, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Shona L. Brown For For Management 1b Elect Director George W. Buckley For For Management 1c Elect Director Cesar Conde For For Management 1d Elect Director Ian M. Cook For For Management 1e Elect Director Dina Dublon For For Management 1f Elect Director Richard W. Fisher For For Management 1g Elect Director William R. Johnson For For Management 1h Elect Director Indra K. Nooyi 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 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call Special Meeting -------------------------------------------------------------------------------- PFIZER INC. Ticker: PFE Security ID: 717081103 Meeting Date: APR 26, 2018 Meeting Type: Annual Record Date: FEB 27, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dennis A. Ausiello For For Management 1.2 Elect Director Ronald E. Blaylock For For Management 1.3 Elect Director Albert Bourla For For Management 1.4 Elect Director W. Don Cornwell For For Management 1.5 Elect Director Joseph J. Echevarria For For Management 1.6 Elect Director Helen H. Hobbs For For Management 1.7 Elect Director James M. Kilts For For Management 1.8 Elect Director Dan R. Littman For For Management 1.9 Elect Director Shantanu Narayen For For Management 1.10 Elect Director Suzanne Nora Johnson For For Management 1.11 Elect Director Ian C. Read For For Management 1.12 Elect Director James C. Smith For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management 5 Provide Right to Act by Written Consent Against For Shareholder 6 Require Independent Board Chairman Against Against Shareholder 7 Report on Lobbying Payments and Policy Against For Shareholder -------------------------------------------------------------------------------- PHILLIPS 66 Ticker: PSX Security ID: 718546104 Meeting Date: MAY 09, 2018 Meeting Type: Annual Record Date: MAR 12, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director J. Brian Ferguson For For Management 1b Elect Director Harold W. McGraw, III For For Management 1c Elect Director Victoria J. Tschinkel 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 Declassify the Board of Directors For For Management -------------------------------------------------------------------------------- REGAL BELOIT CORPORATION Ticker: RBC Security ID: 758750103 Meeting Date: APR 30, 2018 Meeting Type: Annual Record Date: MAR 07, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Stephen M. Burt For For Management 1b Elect Director Anesa T. Chaibi For For Management 1c Elect Director Christopher L. Doerr For For Management 1d Elect Director Thomas J. Fischer For For Management 1e Elect Director Dean A. Foate For For Management 1f Elect Director Mark J. Gliebe For For Management 1g Elect Director Henry W. Knueppel For For Management 1h Elect Director Rakesh Sachdev For Against Management 1i Elect Director Curtis W. Stoelting For For Management 1j Elect Director Jane L. Warner 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 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- STORE CAPITAL CORPORATION Ticker: STOR Security ID: 862121100 Meeting Date: MAY 31, 2018 Meeting Type: Annual Record Date: APR 02, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joseph M. Donovan For For Management 1.2 Elect Director Mary Fedewa For For Management 1.3 Elect Director Morton H. Fleischer For For Management 1.4 Elect Director William F. Hipp For For Management 1.5 Elect Director Catherine D. Rice For For Management 1.6 Elect Director Einar A. Seadler For For Management 1.7 Elect Director Mark N. Sklar For For Management 1.8 Elect Director Quentin P. Smith, Jr. For For Management 1.9 Elect Director Christopher H. Volk For For Management 2 Amend Charter For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- SYNCHRONY FINANCIAL Ticker: SYF Security ID: 87165B103 Meeting Date: MAY 17, 2018 Meeting Type: Annual Record Date: MAR 22, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Margaret M. Keane For For Management 1b Elect Director Paget L. Alves For For Management 1c Elect Director Arthur W. Coviello, Jr. For For Management 1d Elect Director William W. Graylin For For Management 1e Elect Director Roy A. Guthrie For For Management 1f Elect Director Richard C. Hartnack For For Management 1g Elect Director Jeffrey G. Naylor For For Management 1h Elect Director Laurel J. Richie For For Management 1i Elect Director Olympia J. Snowe For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- TECH DATA CORPORATION Ticker: TECD Security ID: 878237106 Meeting Date: JUN 06, 2018 Meeting Type: Annual Record Date: MAR 28, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Charles E. Adair For For Management 1b Elect Director Karen M. Dahut For For Management 1c Elect Director Robert M. Dutkowsky For For Management 1d Elect Director Harry J. Harczak, Jr. For For Management 1e Elect Director Bridgette P. Heller For For Management 1f Elect Director Richard T. Hume For For Management 1g Elect Director Kathleen Misunas For For Management 1h Elect Director Thomas I. Morgan For For Management 1i Elect Director Patrick G. Sayer For For Management 1j Elect Director Savio W. Tung 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 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- TYSON FOODS, INC. Ticker: TSN Security ID: 902494103 Meeting Date: FEB 08, 2018 Meeting Type: Annual Record Date: DEC 11, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director John Tyson For For Management 1b Elect Director Gaurdie E. Banister, Jr. For For Management 1c Elect Director Dean Banks For For Management 1d Elect Director Mike Beebe For For Management 1e Elect Director Mikel A. Durham For For Management 1f Elect Director Tom Hayes For For Management 1g Elect Director Kevin M. McNamara For For Management 1h Elect Director Cheryl S. Miller For For Management 1i Elect Director Jeffrey K. Schomburger For For Management 1j Elect Director Robert Thurber For For Management 1k Elect Director Barbara A. Tyson For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Amend Omnibus Stock Plan For For Management 4 Report on Lobbying Payments and Policy Against For Shareholder 5 Implement a Water Quality Stewardship Against For Shareholder Policy -------------------------------------------------------------------------------- UNIVAR INC. Ticker: UNVR Security ID: 91336L107 Meeting Date: MAY 09, 2018 Meeting Type: Annual Record Date: MAR 12, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Rhonda Germany Ballintyn For For Management 1.2 Elect Director Richard P. Fox For Withhold Management 1.3 Elect Director Stephen D. Newlin For For Management 1.4 Elect Director Christopher D. Pappas For Withhold Management 2 Declassify the Board of Directors For For Management 3 Provide Proxy Access Right For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- UNUM GROUP Ticker: UNM Security ID: 91529Y106 Meeting Date: MAY 24, 2018 Meeting Type: Annual Record Date: MAR 26, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Theodore H. Bunting, Jr. For For Management 1.2 Elect Director E. Michael Caulfield For For Management 1.3 Elect Director Susan D. DeVore For For Management 1.4 Elect Director Joseph J. Echevarria For For Management 1.5 Elect Director Cynthia L. Egan For For Management 1.6 Elect Director Kevin T. Kabat For For Management 1.7 Elect Director Timothy F. Keaney For For Management 1.8 Elect Director Gloria C. Larson For For Management 1.9 Elect Director Richard P. McKenney For For Management 1.10 Elect Director Ronald P. O'Hanley For For Management 1.11 Elect Director Francis J. Shammo 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 Eliminate Supermajority Vote For For Management Requirement -------------------------------------------------------------------------------- URBAN OUTFITTERS, INC. Ticker: URBN Security ID: 917047102 Meeting Date: JUN 05, 2018 Meeting Type: Annual Record Date: APR 06, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edward N. Antoian For For Management 1.2 Elect Director Sukhinder Singh Cassidy For For Management 1.3 Elect Director Harry S. Cherken, Jr. For For Management 1.4 Elect Director Scott Galloway For For Management 1.5 Elect Director Robert L. Hanson For For Management 1.6 Elect Director Margaret A. Hayne For For Management 1.7 Elect Director Richard A. Hayne For For Management 1.8 Elect Director Elizabeth Ann Lambert For For Management 1.9 Elect Director Joel S. Lawson, III 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 ============================ MFS Lifetime 2020 Fund ============================ MFS SERIES TRUST XIV - MFS INSTITUTIONAL MONEY MARKET PORTFOLIO Ticker: Security ID: 55291X109 Meeting Date: DEC 08, 2017 Meeting Type: Written Consent Record Date: DEC 08, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Fundamental Investment For For Management Restriction Regarding Industry Concentration ============================ MFS Lifetime 2025 Fund ============================ MFS SERIES TRUST XIV - MFS INSTITUTIONAL MONEY MARKET PORTFOLIO Ticker: Security ID: 55291X109 Meeting Date: DEC 08, 2017 Meeting Type: Written Consent Record Date: DEC 08, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Fundamental Investment For For Management Restriction Regarding Industry Concentration ============================ MFS Lifetime 2030 Fund ============================ MFS SERIES TRUST XIV - MFS INSTITUTIONAL MONEY MARKET PORTFOLIO Ticker: Security ID: 55291X109 Meeting Date: DEC 08, 2017 Meeting Type: Written Consent Record Date: DEC 08, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Fundamental Investment For For Management Restriction Regarding Industry Concentration ============================ MFS Lifetime 2035 Fund ============================ MFS SERIES TRUST XIV - MFS INSTITUTIONAL MONEY MARKET PORTFOLIO Ticker: Security ID: 55291X109 Meeting Date: DEC 08, 2017 Meeting Type: Written Consent Record Date: DEC 08, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Fundamental Investment For For Management Restriction Regarding Industry Concentration ============================ MFS Lifetime 2040 Fund ============================ MFS SERIES TRUST XIV - MFS INSTITUTIONAL MONEY MARKET PORTFOLIO Ticker: Security ID: 55291X109 Meeting Date: DEC 08, 2017 Meeting Type: Written Consent Record Date: DEC 08, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Fundamental Investment For For Management Restriction Regarding Industry Concentration ============================ MFS Lifetime 2045 Fund ============================ MFS SERIES TRUST XIV - MFS INSTITUTIONAL MONEY MARKET PORTFOLIO Ticker: Security ID: 55291X109 Meeting Date: DEC 08, 2017 Meeting Type: Written Consent Record Date: DEC 08, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Fundamental Investment For For Management Restriction Regarding Industry Concentration ============================ MFS Lifetime 2050 Fund ============================ MFS SERIES TRUST XIV - MFS INSTITUTIONAL MONEY MARKET PORTFOLIO Ticker: Security ID: 55291X109 Meeting Date: DEC 08, 2017 Meeting Type: Written Consent Record Date: DEC 08, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Fundamental Investment For For Management Restriction Regarding Industry Concentration ============================ MFS Lifetime 2055 Fund ============================ MFS SERIES TRUST XIV - MFS INSTITUTIONAL MONEY MARKET PORTFOLIO Ticker: Security ID: 55291X109 Meeting Date: DEC 08, 2017 Meeting Type: Written Consent Record Date: DEC 08, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Fundamental Investment For For Management Restriction Regarding Industry Concentration ============================ MFS Lifetime 2060 Fund ============================ MFS SERIES TRUST XIV - MFS INSTITUTIONAL MONEY MARKET PORTFOLIO Ticker: Security ID: 55291X109 Meeting Date: DEC 08, 2017 Meeting Type: Written Consent Record Date: DEC 08, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Fundamental Investment For For Management Restriction Regarding Industry Concentration =========================== MFS Lifetime Income Fund =========================== MFS SERIES TRUST XIV - MFS INSTITUTIONAL MONEY MARKET PORTFOLIO Ticker: Security ID: 55291X109 Meeting Date: DEC 08, 2017 Meeting Type: Written Consent Record Date: DEC 08, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Fundamental Investment For For Management Restriction Regarding Industry Concentration ========== 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): David DiLorenzo* ------------------------------------------ David DiLorenzo, President and Principal Executive Officer Date: August 28, 2018 *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.