N-PX 1 b51584a1nvpx.txt MFS SERIES TRUST III, 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 811-2794 -------------------------------------------------------------------------------- MFS SERIES TRUST III -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) 500 Boylston Street, Boston, Massachusetts 02116 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) James R. Bordewick, Jr. Massachusetts Financial Services Company 500 Boylston Street Boston, Massachusetts 02116 -------------------------------------------------------------------------------- (Name and address of agents for service) Registrant's telephone number, including area code: (617) 954-5000 -------------------------------------------------------------------------------- Date of fiscal year end: January 31 -------------------------------------------------------------------------------- Date of reporting period: July 1, 2003 - June 30, 2004 -------------------------------------------------------------------------------- ITEM 1. PROXY VOTING RECORD. ============================= MFS HIGH INCOME FUND ============================= ALLSTREAM INC (FORMERLY AT & T CANADA) Ticker: ALLSB Security ID: 02004C105 Meeting Date: MAY 12, 2004 Meeting Type: Special Record Date: APR 2, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect John McLennan, Gerald E. Beasley, For For Management Jane Mowat and Ian M. McKinnon as Directors. 2 Approve Agreement with Manitoba Telecom For For Management Services Inc, an Arrangement Under Section 192 of the Special Canada Business Corporations Act. 3 Rescind Shareholder Rights Plan (Poison For For Management Pill). -------------------------------------------------------------------------------- ALLSTREAM INC (FORMERLY AT & T CANADA) Ticker: ALLSB Security ID: 02004C105 Meeting Date: MAY 12, 2004 Meeting Type: Annual/Special Record Date: APR 2, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Purdy Crawford, William A. For For Management Etherington, Deryk I. King, Ian D. Mansfield, Daniel F. Sullivan as Directors. 2 Ratify KPMG LLP as Auditors and Authorise For For Management Directors to Fix Remuneration of Auditors. 3 Approve Agreement with Manitoba Telecom For For Management Services Inc, an Arrangement Under Section 192 of the Canada Business Corporations Act. 4 Rescind Shareholder Rights Plan (Poison For For Management Pill) -------------------------------------------------------------------------------- COMPLETEL EUROPE N.V. Ticker: Security ID: NL0000262822 Meeting Date: APR 29, 2004 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None Did Not Management Vote 2 Receive Report of Management Board None Did Not Management Vote 3 Approve Financial Statements and For Did Not Management Statutory Reports Vote 4 Approve Discharge of Management and For Did Not Management Supervisory Boards Vote 5 Authorize Repurchase of Up to 0.5 Percent For Did Not Management of Issued Share Capital Vote 6.A.1 Reelect Lawrence DeGeorge to Supervisory For Did Not Management Board Vote 6.A.2 Elect Paul Westhoff to Supervisory Board Against Did Not Management Vote 6.B.1 Reelect James Allen to Supervisory Board For Did Not Management Vote 6.B.2 Elect Peter van Langeveld to Supervisory Against Did Not Management Board Vote 6.C.1 Reelect Jean-Pierre Vandromme to For Did Not Management Supervisory Board Vote 6.C.2 Elect Richard Smeding to Supervisory Against Did Not Management Board Vote 6.D.1 Reelect Duncan Lewis to Supervisory Board For Did Not Management Vote 6.D.2 Elect Cees van Oevelen to Supervisory Against Did Not Management Board Vote 7 Discussion about Company's Corporate None Did Not Management Governance Report Vote 8 Amend Articles to Conform to For Did Not Management Recommendations of Dutch Corporate Vote Governance Code and to Reflect Conversion of All Preferred A and B Shares into Ordinary Shares 9 Approve Cancellation of Entire C Share For Did Not Management Capital Held by Company Vote 10 Ratify Deloitte & Touche as Auditors For Did Not Management Vote 11 Other Business None Did Not Management Vote 12 Close Meeting None Did Not Management Vote -------------------------------------------------------------------------------- ITC DELTACOM, INC. Ticker: ITCD Security ID: 45031T401 Meeting Date: DEC 18, 2003 Meeting Type: Annual Record Date: NOV 3, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John Almeida, Jr. For For Management 1.2 Elect Director Donald W. Burton For For Management 1.3 Elect Director John J. DeLucca For For Management 1.4 Elect Director R. Gerald McCarley For For Management 1.5 Elect Director Thomas E. McInerney For For Management 1.6 Elect Director Robert C. Taylor For For Management 1.7 Elect Director Larry F. Williams For For Management 2 Increase Authorized Preferred and Common For Against Management Stock 3 Approve Repricing of Options For Against Management -------------------------------------------------------------------------------- ITC DELTACOM, INC. Ticker: ITCD Security ID: 45031T401 Meeting Date: APR 27, 2004 Meeting Type: Annual Record Date: MAR 26, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John Almeida, Jr. For For Management 1.2 Elect Director Donald W. Burton For For Management 1.3 Elect Director John J. Delucca For For Management 1.4 Elect Director R. Gerald Mccarley For For Management 1.5 Elect Director Thomas E. Mcinerney For For Management 1.6 Elect Director Robert C. Taylor For For Management 1.7 Elect Director Larry F. Williams For For Management -------------------------------------------------------------------------------- JAZZTEL PLC Ticker: JAZZ Security ID: XS0158658228 Meeting Date: MAY 14, 2004 Meeting Type: Bondholder Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Indenture Relating to Notes Dated For Did Not Management 18 November 2002 between Jazztel and the Vote Bank of New York to Reduce the Conversion Price That Is Used When Converting Notes into Ordinary Shares from EUR 0.68 to EUR 0.39 Per Share 2 Approve the Conversion of All the Notes For Did Not Management into Ordinary Shares of the Company at Vote the Reduced Conversion Price -------------------------------------------------------------------------------- JAZZTEL PLC Ticker: JAZZ Security ID: GB0057933615 Meeting Date: JUL 23, 2003 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and Statutory For For Management Reports 2 Elect Bill Collatos as Director For For Management 3 Elect Luis Rodriguez as Director For For Management 4 Elect Roberto de Diego Arozamena as For For Management Director 5 Elect Peter Manning as Director For For Management 6 Reelect Antonio Marina as Director For For Management 7 Approve Remuneration Report For For Management 8 Approve Deloitte and Touche as Auditors For For Management and Authorize Board to Fix Their Remuneration 9 Authorize the Directors to Apply for For For Management Admission to Listing and Take Any Steps Required for Maintaining Listings on Nasdaq Europe and the Spanish Stock Exchanges of Bilbao, Barcelona, Madrid and Valencia 10 Authorize Consolidation of 1,276,032,119 For For Management Ordinary Voting Shares of EUR 0.08 Each into 127,603,211.90 Ordinary Voting Shares of EUR 0.80 Each 11 Authorize the Directors to Sell the For For Management Aggregate Fractions of an Ordinary Voting Share of EUR 0.80 Arising as a Result of the Consolidation -------------------------------------------------------------------------------- METAL MANAGEMENT, INC. Ticker: MTLMQ Security ID: 591097209 Meeting Date: SEP 17, 2003 Meeting Type: Annual Record Date: JUL 21, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Albert A. Cozzi For For Management 1.2 Elect Director Daniel W. Dienst For For Management 1.3 Elect Director John T. DiLacqua For For Management 1.4 Elect Director Kevin P. McGuinness For For Management 1.5 Elect Director Harold J. Rouster For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- NTL INCORPORATED Ticker: NTLI Security ID: 62940M104 Meeting Date: MAY 6, 2004 Meeting Type: Annual Record Date: MAR 22, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey D. Benjamin For For Management 1.2 Elect Director David Elstein For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For Against Management 4 Approve Executive Incentive Bonus Plan For For Management 5 Approve Share Plan Grant For Against Management -------------------------------------------------------------------------------- PTV INC. Ticker: PTVI Security ID: 62940R202 Meeting Date: JAN 27, 2004 Meeting Type: Special Record Date: DEC 9, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Reverse Stock Split For For Management 2 Change Company Name For For Management -------------------------------------------------------------------------------- SINCLAIR BROADCAST GROUP, INC. Ticker: SBGI Security ID: 829226109 Meeting Date: MAY 13, 2004 Meeting Type: Annual Record Date: MAR 18, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David D. Smith For For Management 1.2 Elect Director Frederick G. Smith For For Management 1.3 Elect Director J. Duncan Smith For For Management 1.4 Elect Director Robert E. Smith For For Management 1.5 Elect Director Basil A. Thomas For For Management 1.6 Elect Director Lawrence E. Mccanna For For Management 1.7 Elect Director Daniel C. Keith For For Management 1.8 Elect Director Martin R. Leader For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- SIRIUS SATELLITE RADIO, INC. Ticker: SIRI Security ID: 82966U103 Meeting Date: NOV 25, 2003 Meeting Type: Annual Record Date: OCT 1, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Leon D. Black For For Management 1.2 Elect Director Joseph P. Clayton For For Management 1.3 Elect Director Lawrence F. Gilberti For For Management 1.4 Elect Director James P. Holden For For Management 1.5 Elect Director Warren N. Lieberfarb For For Management 1.6 Elect Director Michael J. McGuiness For For Management 1.7 Elect Director James F. Mooney For For Management 2 Amend Omnibus Stock Plan For Against Management -------------------------------------------------------------------------------- SIRIUS SATELLITE RADIO, INC. Ticker: SIRI Security ID: 82966U103 Meeting Date: MAY 25, 2004 Meeting Type: Annual Record Date: MAR 29, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Leon D. Black For For Management 1.2 Elect Director Joseph P. Clayton For For Management 1.3 Elect Director Lawrence F. Gilberti For For Management 1.4 Elect Director James P. Holden For For Management 1.5 Elect Director Warren N. Lieberfarb For For Management 1.6 Elect Director Michael J. McGuiness For For Management 1.7 Elect Director James F. Mooney For For Management 2 Amend Omnibus Stock Plan For Against Management 3 Approve Employee Stock Purchase Plan For For Management -------------------------------------------------------------------------------- SONG NETWORKS HOLDING AB[FORMERLY SONG NETWORKS AB (FORMERLY Ticker: TEUR Security ID: SE0000434102 Meeting Date: MAR 24, 2004 Meeting Type: Annual Record Date: MAR 12, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None Did Not Management Vote 2 Elect Chairman of Meeting For Did Not Management Vote 3 Prepare and Approve List of Shareholders For Did Not Management Vote 4 Approve Agenda of Meeting For Did Not Management Vote 5 Designate Inspector or Shareholder For Did Not Management Representative(s) of Minutes of Meeting Vote 6 Acknowledge Proper Convening of Meeting For Did Not Management Vote 7 Receive Financial Statements and None Did Not Management Statutory Reports Vote 8 Receive Board and Committee Reports None Did Not Management Vote 9 Receive President's Report None Did Not Management Vote 10.1 Accept Financial Statements and Statutory For Did Not Management Reports Vote 10.2 Approve Net Loss For Did Not Management Vote 10.3 Approve Discharge of Board and President For Did Not Management Vote 11 Approve Remuneration of Directors; For Did Not Management Approve Remuneration of Auditors Vote 12 Elect Directors; Ratify Deloitte & Touche For Did Not Management (Peter Gustafsson) as Auditors Vote 13 Approve Creation of SEK 14.6 Million Pool For Did Not Management of Conditional Capital without Preemptive Vote Rights 14.1 Shareholder Proposal: Authorize General None Did Not Shareholder Meeting to Elect Members of Nominating Vote Committee 14.2 Shareholder Proposal: Authorize Board to None Did Not Shareholder Establish a Remuneration Committee Vote 14.3 Shareholder Proposal: Authorize Board to None Did Not Shareholder Establish an Audit Committee Vote 15 Close Meeting None Did Not Management Vote -------------------------------------------------------------------------------- STERLING CHEMICALS, INC. Ticker: SCHI Security ID: 859166100 Meeting Date: APR 16, 2004 Meeting Type: Annual Record Date: MAR 5, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard K. Crump For For Management 1.2 Elect Director Peter Ting Kai Wu For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- THERMADYNE HOLDINGS CORP. Ticker: THMD Security ID: 883435307 Meeting Date: MAY 3, 2004 Meeting Type: Annual Record Date: MAR 12, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Paul D. Melnuk For For Management 1.2 Elect Director Andrew L. Berger For For Management 1.3 Elect Director James B. Gamache For For Management 1.4 Elect Director Marnie S. Gordon For For Management 1.5 Elect Director John G. Johnson, Jr. For For Management 1.6 Elect Director Bradley G. Pattelli For For Management 2 Approve Non-Employee Director Stock For For Management Option Plan 3 Approve Omnibus Stock Plan For Against Management 4 Amend Deferred Compensation Plan For For Management 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- VERSATEL TELECOM INTERNATIONAL Ticker: Security ID: NL0000391266 Meeting Date: MAY 12, 2004 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None Did Not Management Vote 2 Receive Report of Management Board None Did Not Management Vote 3 Approve Financial Statements and For Did Not Management Statutory Reports Vote 4 Approve Discharge of Management Board For Did Not Management Vote 5 Approve Discharge of Supervisory Board For Did Not Management Vote 6 Approve Decrease in Size of Supervisory For Did Not Management Board Vote 7 Approve Discharge of Retiring Members of For Did Not Management Supervisory Board for 2003 Vote 8 Elect Boudewijn Beerkens, Loek Heermans, For Did Not Management and Hans Huber to Supervisory Board Vote 9 Approve Remuneration of Supervisory Board For Did Not Management Vote 10 Ratify Auditors For Did Not Management Vote 11 Discussion about Company's Corporate None Did Not Management Governance Report Vote 12 Authorize Repurchase of Up to Ten Percent For Did Not Management of Issued Share Capital Vote 13 Allow Questions None Did Not Management Vote 14 Close Meeting None Did Not Management Vote -------------------------------------------------------------------------------- XO COMMUNICATIONS, INC. Ticker: XOCM Security ID: 983764838 Meeting Date: MAY 27, 2004 Meeting Type: Annual Record Date: APR 16, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Carl C. Icahn For For Management 1.2 Elect Director Carl J. Grivner For For Management 1.3 Elect Director Andrew R. Cohen For For Management 1.4 Elect Director Adam Dell For For Management 1.5 Elect Director Vincent J. Intrieri For For Management 1.6 Elect Director Keith Meister For For Management 2 Approve Omnibus Stock Plan For Against Management 3 Ratify Auditors For For Management ====================== MFS HIGH YIELD OPPORTUNITIES FUND ======================= ITC DELTACOM, INC. Ticker: ITCD Security ID: 45031T401 Meeting Date: APR 27, 2004 Meeting Type: Annual Record Date: MAR 26, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John Almeida, Jr. For For Management 1.2 Elect Director Donald W. Burton For For Management 1.3 Elect Director John J. Delucca For For Management 1.4 Elect Director R. Gerald Mccarley For For Management 1.5 Elect Director Thomas E. Mcinerney For For Management 1.6 Elect Director Robert C. Taylor For For Management 1.7 Elect Director Larry F. Williams For For Management -------------------------------------------------------------------------------- ITC DELTACOM, INC. Ticker: ITCD Security ID: 45031T401 Meeting Date: DEC 18, 2003 Meeting Type: Annual Record Date: NOV 3, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John Almeida, Jr. For For Management 1.2 Elect Director Donald W. Burton For For Management 1.3 Elect Director John J. DeLucca For For Management 1.4 Elect Director R. Gerald McCarley For For Management 1.5 Elect Director Thomas E. McInerney For For Management 1.6 Elect Director Robert C. Taylor For For Management 1.7 Elect Director Larry F. Williams For For Management 2 Increase Authorized Preferred and Common For Against Management Stock 3 Approve Repricing of Options For Against Management -------------------------------------------------------------------------------- JAZZTEL PLC Ticker: JAZZ Security ID: G5085M101 Meeting Date: JUL 23, 2003 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and Statutory For For Management Reports 2 Elect Bill Collatos as Director For For Management 3 Elect Luis Rodriguez as Director For For Management 4 Elect Roberto de Diego Arozamena as For For Management Director 5 Elect Peter Manning as Director For For Management 6 Reelect Antonio Marina as Director For For Management 7 Approve Remuneration Report For For Management 8 Approve Deloitte and Touche as Auditors For For Management and Authorize Board to Fix Their Remuneration 9 Authorize the Directors to Apply for For For Management Admission to Listing and Take Any Steps Required for Maintaining Listings on Nasdaq Europe and the Spanish Stock Exchanges of Bilbao, Barcelona, Madrid and Valencia 10 Authorize Consolidation of 1,276,032,119 For For Management Ordinary Voting Shares of EUR 0.08 Each into 127,603,211.90 Ordinary Voting Shares of EUR 0.80 Each 11 Authorize the Directors to Sell the For For Management Aggregate Fractions of an Ordinary Voting Share of EUR 0.80 Arising as a Result of the Consolidation -------------------------------------------------------------------------------- JAZZTEL PLC Ticker: JAZZ Security ID: G5085MAM3 Meeting Date: MAY 14, 2004 Meeting Type: Bondholder Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Indenture Relating to Notes Dated For Did Not Management 18 November 2002 between Jazztel and the Vote Bank of New York to Reduce the Conversion Price That Is Used When Converting Notes into Ordinary Shares from EUR 0.68 to EUR 0.39 Per Share 2 Approve the Conversion of All the Notes For Did Not Management into Ordinary Shares of the Company at Vote the Reduced Conversion Price -------------------------------------------------------------------------------- METAL MANAGEMENT, INC. Ticker: MTLMQ Security ID: 591097209 Meeting Date: SEP 17, 2003 Meeting Type: Annual Record Date: JUL 21, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Albert A. Cozzi For For Management 1.2 Elect Director Daniel W. Dienst For For Management 1.3 Elect Director John T. DiLacqua For For Management 1.4 Elect Director Kevin P. McGuinness For For Management 1.5 Elect Director Harold J. Rouster For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- NTL INCORPORATED Ticker: NTLI Security ID: 62940M104 Meeting Date: MAY 6, 2004 Meeting Type: Annual Record Date: MAR 22, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey D. Benjamin For For Management 1.2 Elect Director David Elstein For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For Against Management 4 Approve Executive Incentive Bonus Plan For For Management 5 Approve Share Plan Grant For Against Management -------------------------------------------------------------------------------- PTV INC. Ticker: PTVI Security ID: 62940R202 Meeting Date: JAN 27, 2004 Meeting Type: Special Record Date: DEC 9, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Reverse Stock Split For For Management 2 Change Company Name For For Management -------------------------------------------------------------------------------- SINCLAIR BROADCAST GROUP, INC. Ticker: SBGI Security ID: 829226109 Meeting Date: MAY 13, 2004 Meeting Type: Annual Record Date: MAR 18, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David D. Smith For For Management 1.2 Elect Director Frederick G. Smith For For Management 1.3 Elect Director J. Duncan Smith For For Management 1.4 Elect Director Robert E. Smith For For Management 1.5 Elect Director Basil A. Thomas For For Management 1.6 Elect Director Lawrence E. Mccanna For For Management 1.7 Elect Director Daniel C. Keith For For Management 1.8 Elect Director Martin R. Leader For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- SIRIUS SATELLITE RADIO, INC. Ticker: SIRI Security ID: 82966U103 Meeting Date: MAY 25, 2004 Meeting Type: Annual Record Date: MAR 29, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Leon D. Black For For Management 1.2 Elect Director Joseph P. Clayton For For Management 1.3 Elect Director Lawrence F. Gilberti For For Management 1.4 Elect Director James P. Holden For For Management 1.5 Elect Director Warren N. Lieberfarb For For Management 1.6 Elect Director Michael J. McGuiness For For Management 1.7 Elect Director James F. Mooney For For Management 2 Amend Omnibus Stock Plan For Against Management 3 Approve Employee Stock Purchase Plan For For Management -------------------------------------------------------------------------------- SIRIUS SATELLITE RADIO, INC. Ticker: SIRI Security ID: 82966U103 Meeting Date: NOV 25, 2003 Meeting Type: Annual Record Date: OCT 1, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Leon D. Black For For Management 1.2 Elect Director Joseph P. Clayton For For Management 1.3 Elect Director Lawrence F. Gilberti For For Management 1.4 Elect Director James P. Holden For For Management 1.5 Elect Director Warren N. Lieberfarb For For Management 1.6 Elect Director Michael J. McGuiness For For Management 1.7 Elect Director James F. Mooney For For Management 2 Amend Omnibus Stock Plan For Against Management -------------------------------------------------------------------------------- STERLING CHEMICALS, INC. Ticker: SCHI Security ID: 859166100 Meeting Date: APR 16, 2004 Meeting Type: Annual Record Date: MAR 5, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard K. Crump For For Management 1.2 Elect Director Peter Ting Kai Wu For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- THERMADYNE HOLDINGS CORP. Ticker: THMD Security ID: 883435307 Meeting Date: MAY 3, 2004 Meeting Type: Annual Record Date: MAR 12, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Paul D. Melnuk For For Management 1.2 Elect Director Andrew L. Berger For For Management 1.3 Elect Director James B. Gamache For For Management 1.4 Elect Director Marnie S. Gordon For For Management 1.5 Elect Director John G. Johnson, Jr. For For Management 1.6 Elect Director Bradley G. Pattelli For For Management 2 Approve Non-Employee Director Stock For For Management Option Plan 3 Approve Omnibus Stock Plan For Against Management 4 Amend Deferred Compensation Plan For For Management 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- VERSATEL TELECOM INTERNATIONAL Ticker: Security ID: N93195100 Meeting Date: MAY 12, 2004 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None Did Not Management Vote 2 Receive Report of Management Board None Did Not Management Vote 3 Approve Financial Statements and For Did Not Management Statutory Reports Vote 4 Approve Discharge of Management Board For Did Not Management Vote 5 Approve Discharge of Supervisory Board For Did Not Management Vote 6 Approve Decrease in Size of Supervisory For Did Not Management Board Vote 7 Approve Discharge of Retiring Members of For Did Not Management Supervisory Board for 2003 Vote 8 Elect Boudewijn Beerkens, Loek Heermans, For Did Not Management and Hans Huber to Supervisory Board Vote 9 Approve Remuneration of Supervisory Board For Did Not Management Vote 10 Ratify Auditors For Did Not Management Vote 11 Discussion about Company's Corporate None Did Not Management Governance Report Vote 12 Authorize Repurchase of Up to Ten Percent For Did Not Management of Issued Share Capital Vote 13 Allow Questions None Did Not Management Vote 14 Close Meeting None Did Not Management Vote -------------------------------------------------------------------------------- XO COMMUNICATIONS, INC. Ticker: XOCM Security ID: 983764838 Meeting Date: MAY 27, 2004 Meeting Type: Annual Record Date: APR 16, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Carl C. Icahn For For Management 1.2 Elect Director Carl J. Grivner For For Management 1.3 Elect Director Andrew R. Cohen For For Management 1.4 Elect Director Adam Dell For For Management 1.5 Elect Director Vincent J. Intrieri For For Management 1.6 Elect Director Keith Meister For For Management 2 Approve Omnibus Stock Plan For Against Management 3 Ratify Auditors For For Management ========================== MFS MUNICIPAL HIGH INCOME FUND ====================== No voting records for this reporting period. 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 III ------------------------------------------------------------------ By (Signature and Title) ROBERT J. MANNING* ----------------------------------- Robert J. Manning, Principal Executive Officer Date: August 30, 2004 ------------------ *By: JAMES F. DESMARAIS ------------------------------------------- Name: James F. DesMarais as Attorney-in-fact Executed by James F. DesMarais on behalf of Robert J. Manning pursuant to a Power of Attorney dated August 12, 2004.(1) ------------------ (1) Incorporated by reference to MFS Series Trust IX (File Nos. 2-50409 and 811-2464) Post-Effective Amendment No. 52 filed with the SEC via EDGAR on August 27, 2004.