Form N-PX MFS SERIES TRUST XVI For: Jun 30
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E-mail================================================================================ 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 811-02032 ----------------- MFS SERIES TRUST XVI (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: June 30 Date of reporting period: July 1, 2016 - June 30, 2017 ================================================================================ ITEM 1. PROXY VOTING RECORD. ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-02032 Reporting Period: 07/01/2016 - 06/30/2017 MFS Series Trust XVI ========================= MFS Global Multi-Asset Fund ========================== AIA GROUP LTD. Ticker: 1299 Security ID: Y002A1105 Meeting Date: MAY 12, 2017 Meeting Type: Annual Record Date: MAY 09, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3 Elect Mohamed Azman Yahya as Director For For Management 4 Elect Edmund Sze-Wing Tse as Director For For Management 5 Elect Jack Chak-Kwong So as Director For For Management 6 Approve PricewaterhouseCoopers as For For Management Auditor and Authorize Board to Fix Their Remuneration 7A Approve Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights 7B Authorize Repurchase of Issued Share For For Management Capital 7C Approve Allotment and Issuance of For For Management Additional Shares Under the Restricted Share Unit Scheme -------------------------------------------------------------------------------- ALPHABET INC. Ticker: GOOGL Security ID: 02079K305 Meeting Date: JUN 07, 2017 Meeting Type: Annual Record Date: APR 19, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Larry Page For For Management 1.2 Elect Director Sergey Brin For For Management 1.3 Elect Director Eric E. Schmidt For For Management 1.4 Elect Director L. John Doerr For For Management 1.5 Elect Director Roger W. Ferguson, Jr. For For Management 1.6 Elect Director Diane B. Greene For For Management 1.7 Elect Director John L. Hennessy For For Management 1.8 Elect Director Ann Mather For For Management 1.9 Elect Director Alan R. Mulally For For Management 1.10 Elect Director Paul S. Otellini For For Management 1.11 Elect Director K. Ram Shriram For For Management 1.12 Elect Director Shirley M. Tilghman For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Amend Omnibus Stock Plan For Against Management 4 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 5 Advisory Vote on Say on Pay Frequency Three One Year Management Years 6 Approve Recapitalization Plan for all Against For Shareholder Stock to Have One-vote per Share 7 Report on Lobbying Payments and Policy Against For Shareholder 8 Report on Political Contributions Against For Shareholder 9 Report on Gender Pay Gap Against For Shareholder 10 Report on Charitable Contributions Against Against Shareholder 11 Adopt Holy Land Principles Against Against Shareholder 12 Report on Fake News Against Against Shareholder -------------------------------------------------------------------------------- AMERICAN TOWER CORPORATION Ticker: AMT Security ID: 03027X100 Meeting Date: MAY 31, 2017 Meeting Type: Annual Record Date: APR 05, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Gustavo Lara Cantu For For Management 1b Elect Director Raymond P. Dolan For For Management 1c Elect Director Robert D. Hormats For For Management 1d Elect Director Craig Macnab For For Management 1e Elect Director JoAnn A. Reed For For Management 1f Elect Director Pamela D.A. Reeve For For Management 1g Elect Director David E. Sharbutt For For Management 1h Elect Director James D. Taiclet, Jr. For For Management 1i Elect Director Samme L. Thompson 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 -------------------------------------------------------------------------------- AON PLC Ticker: AON Security ID: G0408V102 Meeting Date: JUN 23, 2017 Meeting Type: Annual Record Date: APR 25, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lester B. Knight For For Management 1.2 Elect Director Gregory C. Case For For Management 1.3 Elect Director Jin-Yong Cai For For Management 1.4 Elect Director Fulvio Conti For For Management 1.5 Elect Director Cheryl A. Francis For For Management 1.6 Elect Director J. Michael Losh For For Management 1.7 Elect Director Robert S. Morrison For For Management 1.8 Elect Director Richard B. Myers For For Management 1.9 Elect Director Richard C. Notebaert For For Management 1.10 Elect Director Gloria Santona For For Management 1.11 Elect Director Carolyn Y. Woo For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Approve Remuneration Policy For For Management 5 Advisory Vote to Ratify Directors' For For Management Remuneration Report 6 Accept Financial Statements and For For Management Statutory Reports 7 Ratify Ernst & Young LLP as Aon's For For Management Auditors 8 Ratify Ernst & Young LLP as Aon's U.K. For For Management Statutory Auditor 9 Authorize Board to Fix Remuneration of For For Management Auditors 10 Authorise Shares for Market Purchase For For Management 11 Issue of Equity or Equity-Linked For For Management Securities with Pre-emptive Rights 12 Issue of Equity or Equity-Linked For For Management Securities without Pre-emptive Rights 13 Approve Political Donations For For Management -------------------------------------------------------------------------------- BIOGEN INC. Ticker: BIIB Security ID: 09062X103 Meeting Date: JUN 07, 2017 Meeting Type: Annual Record Date: APR 10, 2017 # 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 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- BP PLC Ticker: BP. Security ID: G12793108 Meeting Date: MAY 17, 2017 Meeting Type: Annual Record Date: MAY 15, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Remuneration Policy For For Management 4 Re-elect Bob Dudley as Director For For Management 5 Re-elect Dr Brian Gilvary as Director For For Management 6 Elect Nils Andersen as Director For For Management 7 Re-elect Paul Anderson as Director For For Management 8 Re-elect Alan Boeckmann as Director For For Management 9 Re-elect Frank Bowman as Director For For Management 10 Re-elect Ian Davis as Director For For Management 11 Re-elect Dame Ann Dowling as Director For For Management 12 Elect Melody Meyer as Director For For Management 13 Re-elect Brendan Nelson as Director For For Management 14 Re-elect Paula Reynolds as Director For For Management 15 Re-elect Sir John Sawers as Director For For Management 16 Re-elect Carl-Henric Svanberg as For For Management Director 17 Reappoint Ernst & Young LLP as For For Management Auditors and Authorise Their Remuneration 18 Authorise EU Political Donations and For For Management Expenditure 19 Authorise Issue of Equity with For For Management Pre-emptive Rights 20 Authorise Issue of Equity without For For Management Pre-emptive Rights 21 Authorise Issue of Equity without For For Management Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment 22 Authorise Market Purchase of Ordinary For For Management Shares 23 Authorise the Company to Call General For For Management Meeting with Two Weeks' Notice -------------------------------------------------------------------------------- BROADCOM LIMITED Ticker: AVGO Security ID: Y09827109 Meeting Date: APR 05, 2017 Meeting Type: Annual Record Date: FEB 08, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Hock E. Tan For For Management 1b Elect Director James V. Diller For For Management 1c Elect Director Lewis C. Eggebrecht For For Management 1d Elect Director Kenneth Y. Hao For For Management 1e Elect Director Eddy W. Hartenstein For For Management 1f Elect Director Check Kian Low For For Management 1g Elect Director Donald Macleod For For Management 1h Elect Director Peter J. Marks For For Management 1i Elect Director Henry Samueli For For Management 2 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 3 Approve Issuance of Shares with or For For Management without Preemptive Rights 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- CHINA RESOURCES GAS GROUP LTD. Ticker: 1193 Security ID: G2113B108 Meeting Date: MAY 26, 2017 Meeting Type: Annual Record Date: MAY 18, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3.1 Elect Wang Chuandong as Director For For Management 3.2 Elect Wei Bin as Director For Against Management 3.3 Elect Wong Tak Shing as Director For For Management 3.4 Elect Qin Chaokui as Director For For Management 3.5 Authorize Board to Fix Remuneration of For For Management Directors 4 Approve Deloitte Touche Tohmatsu, For For Management Certified Public Accountants as Auditor and Authorize Board to Fix Their Remuneration 5A Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights 5B Authorize Repurchase of Issued Share For For Management Capital 5C Authorize Reissuance of Repurchased For Against Management Shares -------------------------------------------------------------------------------- CHUBB LIMITED Ticker: CB Security ID: H1467J104 Meeting Date: MAY 18, 2017 Meeting Type: Annual Record Date: MAR 27, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2.1 Allocate Disposable Profit For For Management 2.2 Approve Dividend Distribution From For For Management Legal Reserves Through Capital Contributions Reserve Subaccount 3 Approve Discharge of Board and Senior For For Management Management 4.1 Ratify PricewaterhouseCoopers AG For For Management (Zurich) as Auditors 4.2 Ratify PricewaterhouseCoopers LLP For For Management (United States) as Independent Registered Accounting Firm as Auditors 4.3 Ratify BDO AG (Zurich) as Special For For Management Auditors 5.1 Elect Director Evan G. Greenberg For For Management 5.2 Elect Director Robert M. Hernandez For For Management 5.3 Elect Director Michael G. Atieh For For Management 5.4 Elect Director Sheila P. Burke For For Management 5.5 Elect Director James I. Cash For For Management 5.6 Elect Director Mary Cirillo For For Management 5.7 Elect Director Michael P. Connors For For Management 5.8 Elect Director John A. Edwardson For For Management 5.9 Elect Director Leo F. Mullin For For Management 5.10 Elect Director Kimberly A. Ross For For Management 5.11 Elect Director Robert W. Scully For For Management 5.12 Elect Director Eugene B. Shanks, Jr. For For Management 5.13 Elect Director Theodore E. Shasta For For Management 5.14 Elect Director David H. Sidwell For For Management 5.15 Elect Director Olivier Steimer For For Management 5.16 Elect Director James M. Zimmerman For For Management 6 Elect Evan G. Greenberg as Board For For Management Chairman 7.1 Appoint Michael P. Connors as Member For For Management of the Compensation Committee 7.2 Appoint Mary Cirillo as Member of the For For Management Compensation Committee 7.3 Appoint Robert M. Hernandez as Member For For Management of the Compensation Committee 7.4 Appoint Robert W. Scully as Member of For For Management the Compensation Committee 7.5 Appoint James M. Zimmerman as Member For For Management of the Compensation Committee 8 Designate Homburger AG as Independent For For Management Proxy 9 Approve Qualified Employee Stock For For Management Purchase Plan 10.1 Approve the Increase in Maximum For For Management Aggregate Remuneration of Directors 10.2 Approve Remuneration of Executive For For Management Management in the Amount of USD 41 Million for Fiscal 2018 11 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 12 Advisory Vote on Say on Pay Frequency One Year One Year Management 13 Transact Other Business (Voting) For Against Management -------------------------------------------------------------------------------- CITIGROUP INC. Ticker: C Security ID: 172967424 Meeting Date: APR 25, 2017 Meeting Type: Annual Record Date: FEB 27, 2017 # 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 Duncan P. Hennes For For Management 1d Elect Director Peter B. Henry For For Management 1e Elect Director Franz B. Humer For For Management 1f Elect Director Renee J. James For For Management 1g Elect Director Eugene M. McQuade For For Management 1h Elect Director Michael E. O'Neill For For Management 1i Elect Director Gary M. Reiner For For Management 1j Elect Director Anthony M. Santomero 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 Deborah C. Wright For For Management 1o 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 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Demonstrate No Gender Pay Gap Against Against Shareholder 6 Appoint a Stockholder Value Committee Against Against Shareholder 7 Report on Lobbying Payments and Policy Against Against Shareholder 8 Claw-back of Payments under Against Against Shareholder Restatements 9 Limit/Prohibit Accelerated Vesting of Against Against Shareholder Awards -------------------------------------------------------------------------------- CMS ENERGY CORPORATION Ticker: CMS Security ID: 125896100 Meeting Date: MAY 05, 2017 Meeting Type: Annual Record Date: MAR 07, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jon E. Barfield For For Management 1b Elect Director Deborah H. Butler For For Management 1c Elect Director Kurt L. Darrow For For Management 1d Elect Director Stephen E. Ewing For For Management 1e Elect Director William D. Harvey For For Management 1f Elect Director Philip R. Lochner, Jr. For For Management 1g Elect Director Patricia K. Poppe For For Management 1h Elect Director John G. Russell For For Management 1i Elect Director Myrna M. Soto For For Management 1j Elect Director John G. Sznewajs For For Management 1k Elect Director Laura H. Wright 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 Report on Political Contributions Against For Shareholder 5 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION Ticker: CTSH Security ID: 192446102 Meeting Date: JUN 06, 2017 Meeting Type: Annual Record Date: APR 10, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Zein Abdalla For For Management 1b Elect Director Betsy S. Atkins For For Management 1c Elect Director Maureen Breakiron-Evans For For Management 1d Elect Director Jonathan Chadwick For For Management 1e Elect Director John M. Dineen For For Management 1f Elect Director Francisco D'Souza For For Management 1g Elect Director John N. Fox, Jr. For For Management 1h Elect Director John E. Klein For For Management 1i Elect Director Leo S. Mackay, Jr. For For Management 1j Elect Director Michael Patsalos-Fox For For Management 1k Elect Director Robert E. Weissman 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 Approve Omnibus Stock Plan For For Management 5 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 6 Eliminate Supermajority Vote For For Shareholder Requirement 7 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- COSTCO WHOLESALE CORPORATION Ticker: COST Security ID: 22160K105 Meeting Date: JAN 26, 2017 Meeting Type: Annual Record Date: NOV 18, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Susan L. Decker For For Management 1.2 Elect Director Richard A. Galanti For For Management 1.3 Elect Director John W. Meisenbach For For Management 1.4 Elect Director Charles T. Munger 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 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- DANONE Ticker: BN Security ID: F12033134 Meeting Date: APR 27, 2017 Meeting Type: Annual/Special Record Date: APR 24, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 1.70 per Share 4 Approve Stock Dividend Program For For Management 5 Reelect Gaelle Olivier as Director For For Management 6 Reelect Isabelle Seillier as Director For For Management 7 Reelect Jean-Michel Severino as For For Management Director 8 Reelect Lionel Zinsou-Derlin as For For Management Director 9 Elect Gregg L. Engles as Director For For Management 10 Approve Transaction with J.P. Morgan For For Management 11 Non-Binding Vote on Compensation of For For Management Franck Riboud, Chairman 12 Non-Binding Vote on Compensation of For For Management Emmanuel Faber, CEO 13 Approve Remuneration Policy of Chairman For For Management 14 Approve Remuneration Policy of For For Management Executive Officers 15 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 16 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 57 Million 17 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights with Binding Priority Right up to Aggregate Nominal Amount of EUR 16 Million 18 Authorize Board to Increase Capital in For For Management the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above 19 Authorize Capital Increase of Up to For For Management EUR 16 Million for Future Exchange Offers 20 Authorize Capital Increase of up to 10 For For Management Percent of Issued Capital for Contributions in Kind 21 Authorize Capitalization of Reserves For For Management of Up to EUR 41 Million for Bonus Issue or Increase in Par Value 22 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 23 Authorize up to 0.2 Percent of Issued For For Management Capital for Use in Restricted Stock Plans 24 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 25 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- DELPHI AUTOMOTIVE PLC Ticker: DLPH Security ID: G27823106 Meeting Date: APR 27, 2017 Meeting Type: Annual Record Date: FEB 27, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Joseph S. Cantie For For Management 2 Elect Director Kevin P. Clark For For Management 3 Elect Director Gary L. Cowger For For Management 4 Elect Director Nicholas M. Donofrio For For Management 5 Elect Director Mark P. Frissora For For Management 6 Elect Director Rajiv L. Gupta For For Management 7 Elect Director Sean O. Mahoney For For Management 8 Elect Director Timothy M. Manganello For For Management 9 Elect Director Ana G. Pinczuk For For Management 10 Elect Director Thomas W. Sidlik For For Management 11 Elect Director Bernd Wiedemann For For Management 12 Elect Director Lawrence A. Zimmerman For For Management 13 Ratify Ernst & Young LLP as Auditors For For Management and Authorize Board to Fix Their Remuneration 14 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- E. I. DU PONT DE NEMOURS AND COMPANY Ticker: DD Security ID: 263534109 Meeting Date: JUL 20, 2016 Meeting Type: Special Record Date: JUN 02, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adjourn Meeting For For Management 3 Advisory Vote on Golden Parachutes For Against Management -------------------------------------------------------------------------------- EOG RESOURCES, INC. Ticker: EOG Security ID: 26875P101 Meeting Date: APR 27, 2017 Meeting Type: Annual Record Date: FEB 27, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Janet F. Clark For For Management 1b Elect Director Charles R. Crisp For For Management 1c Elect Director Robert P. Daniels For For Management 1d Elect Director James C. Day For For Management 1e Elect Director Donald F. Textor For For Management 1f Elect Director William R. Thomas For For Management 1g Elect Director Frank G. Wisner For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Increase Authorized Common Stock 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 -------------------------------------------------------------------------------- FIDELITY NATIONAL INFORMATION SERVICES, INC. Ticker: FIS Security ID: 31620M106 Meeting Date: MAY 31, 2017 Meeting Type: Annual Record Date: APR 03, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Ellen R. Alemany For For Management 1b Elect Director Thomas M. Hagerty For For Management 1c Elect Director Keith W. Hughes For For Management 1d Elect Director David K. Hunt For For Management 1e Elect Director Stephan A. James For For Management 1f Elect Director Frank R. Martire For For Management 1g Elect Director Leslie M. Muma For For Management 1h Elect Director Gary A. Norcross For For Management 1i Elect Director James B. Stallings, Jr. For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- GLOBAL PAYMENTS INC. Ticker: GPN Security ID: 37940X102 Meeting Date: MAY 03, 2017 Meeting Type: Annual Record Date: MAR 03, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John G. Bruno For For Management 1.2 Elect Director Jeffrey S. Sloan For For Management 1.3 Elect Director William B. Plummer 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 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- HELLENIC TELECOMMUNICATIONS ORGANIZATION SA Ticker: HTO Security ID: X3258B102 Meeting Date: OCT 19, 2016 Meeting Type: Special Record Date: OCT 13, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Related Party Transactions For For Management 2 Approve Amendment of Brand License For For Management Agreement 3 Various Announcements None None Management -------------------------------------------------------------------------------- HELLENIC TELECOMMUNICATIONS ORGANIZATION SA Ticker: HTO Security ID: X3258B102 Meeting Date: DEC 22, 2016 Meeting Type: Special Record Date: DEC 16, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Service Arrangement between For For Management OTE S.A., OTE Group Companies, Deutsche Telecom AG and Telekom Deutschland Gmbh 2 Approve Related Party Transactions For For Management 3 Various Announcements None None Management -------------------------------------------------------------------------------- HEWLETT PACKARD ENTERPRISE COMPANY Ticker: HPE Security ID: 42824C109 Meeting Date: MAR 22, 2017 Meeting Type: Annual Record Date: JAN 23, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Daniel Ammann For For Management 1b Elect Director Marc L. Andreessen For For Management 1c Elect Director Michael J. Angelakis For For Management 1d Elect Director Leslie A. Brun For For Management 1e Elect Director Pamela L. Carter For For Management 1f Elect Director Klaus Kleinfeld For For Management 1g Elect Director Raymond J. Lane For For Management 1h Elect Director Ann M. Livermore For For Management 1i Elect Director Raymond E. Ozzie For For Management 1j Elect Director Gary M. Reiner For For Management 1k Elect Director Patricia F. Russo For For Management 1l Elect Director Lip-Bu Tan For Against Management 1m Elect Director Margaret C. Whitman For For Management 1n 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 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- HONEYWELL INTERNATIONAL INC. Ticker: HON Security ID: 438516106 Meeting Date: APR 24, 2017 Meeting Type: Annual Record Date: FEB 24, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1A Elect Director Darius Adamczyk For For Management 1B Elect Director William S. Ayer For For Management 1C Elect Director Kevin Burke For For Management 1D Elect Director Jaime Chico Pardo For For Management 1E Elect Director David M. Cote For For Management 1F Elect Director D. Scott Davis For For Management 1G Elect Director Linnet F. Deily For For Management 1H Elect Director Judd Gregg For For Management 1I Elect Director Clive Hollick For For Management 1J Elect Director Grace D. Lieblein For For Management 1K Elect Director George Paz For For Management 1L Elect Director Bradley T. Sheares For For Management 1M Elect Director Robin L. Washington For For Management 2 Advisory Vote on Say on Pay Frequency One Year One Year Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify Deloitte & Touche LLP as For For Management Auditors 5 Require Independent Board Chairman Against Against Shareholder 6 Political Lobbying Disclosure Against For Shareholder -------------------------------------------------------------------------------- JOHNSON CONTROLS INTERNATIONAL PLC Ticker: JCI Security ID: G51502105 Meeting Date: MAR 08, 2017 Meeting Type: Annual Record Date: JAN 04, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director David P. Abney For For Management 1b Elect Director Natalie A. Black For For Management 1c Elect Director Michael E. Daniels For For Management 1d Elect Director Brian Duperreault For For Management 1e Elect Director Jeffrey A. Joerres For For Management 1f Elect Director Alex A. Molinaroli For For Management 1g Elect Director George R. Oliver For For Management 1h Elect Director Juan Pablo del Valle For For Management Perochena 1i Elect Director Jurgen Tinggren For For Management 1j Elect Director Mark Vergnano For For Management 1k Elect Director R. David Yost For For Management 2a Ratify PricewaterhouseCoopers LLP as For For Management Auditors 2b Authorize Board to Fix Remuneration of For For Management Auditors 3 Authorize Market Purchases of Company For For Management shares 4 Determine Price Range for Reissuance For For Management of Treasury Shares 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Advisory Vote on Say on Pay Frequency One Year One Year Management 7 Amend Omnibus Stock Plan For For Management 8 Approve the Directors' Authority to For For Management Allot Shares 9 Approve the Disapplication of For For Management Statutory Pre-Emption Rights -------------------------------------------------------------------------------- KBC GROEP NV Ticker: KBC Security ID: B5337G162 Meeting Date: MAY 04, 2017 Meeting Type: Annual Record Date: APR 20, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Directors' Reports (Non-Voting) None None Management 2 Receive Auditors' Reports (Non-Voting) None None Management 3 Receive Consolidated Financial None None Management Statements and Statutory Reports (Non-Voting) 4 Adopt Financial Statements For For Management 5 Approve Allocation of Income and For For Management Dividends 6 Approve Remuneration Report For For Management 7 Approve Discharge of Directors For For Management 8 Approve Discharge of Auditors For For Management 9a Approve Cooptation and Elect Katelijn For For Management Callewaert as Director 9b Approve Cooptation and Elect Matthieu For For Management Vanhove as Director 9c Approve Cooptation and Elect Walter For For Management Nonneman as Director 9d Reelect Philippe Vlerick as Director For For Management 9e Elect Hendrik Scheerlinck as Director For For Management 10 Transact Other Business None None Management -------------------------------------------------------------------------------- KDDI CORPORATION Ticker: 9433 Security ID: J31843105 Meeting Date: JUN 21, 2017 Meeting Type: Annual Record Date: MAR 31, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 45 2.1 Elect Director Onodera, Tadashi For For Management 2.2 Elect Director Tanaka, Takashi For For Management 2.3 Elect Director Morozumi, Hirofumi For For Management 2.4 Elect Director Takahashi, Makoto For For Management 2.5 Elect Director Ishikawa, Yuzo For For Management 2.6 Elect Director Uchida, Yoshiaki For For Management 2.7 Elect Director Shoji, Takashi For For Management 2.8 Elect Director Muramoto, Shinichi For For Management 2.9 Elect Director Mori, Keiichi For For Management 2.10 Elect Director Yamaguchi, Goro For For Management 2.11 Elect Director Kodaira, Nobuyori For For Management 2.12 Elect Director Fukukawa, Shinji For For Management 2.13 Elect Director Tanabe, Kuniko For For Management 2.14 Elect Director Nemoto, Yoshiaki For For Management -------------------------------------------------------------------------------- KUBOTA CORP. Ticker: 6326 Security ID: J36662138 Meeting Date: MAR 24, 2017 Meeting Type: Annual Record Date: DEC 31, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kimata, Masatoshi For For Management 1.2 Elect Director Kubo, Toshihiro For For Management 1.3 Elect Director Kimura, Shigeru For For Management 1.4 Elect Director Ogawa, Kenshiro For For Management 1.5 Elect Director Kitao, Yuichi For For Management 1.6 Elect Director Iida, Satoshi For For Management 1.7 Elect Director Yoshikawa, Masato For For Management 1.8 Elect Director Matsuda, Yuzuru For For Management 1.9 Elect Director Ina, Koichi For For Management 2 Appoint Alternate Statutory Auditor For For Management Morishita, Masao 3 Approve Annual Bonus For For Management 4 Approve Restricted Stock Plan For For Management -------------------------------------------------------------------------------- LEG IMMOBILIEN AG Ticker: LEG Security ID: D4960A103 Meeting Date: MAY 17, 2017 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2016 (Non-Voting) 2 Approve Allocation of Income and For For Management Dividends of EUR 2.76 per Share 3 Approve Discharge of Management Board For For Management for Fiscal 2016 4 Approve Discharge of Supervisory Board For For Management for Fiscal 2016 5 Ratify PricewaterhouseCoopers GmbH as For For Management Auditors for Fiscal 2017 6 Approve Creation of EUR 31.6 Million For For Management Pool of Capital with Partial Exclusion of Preemptive Rights 7 Approve Issuance of Warrants/Bonds For For Management with Warrants Attached/Convertible Bonds with Partial Exclusion of Preemptive Rights up to Aggregate Nominal Amount of EUR 1.2 Billion; Approve Creation of EUR 31.6 Million Pool of Capital to Guarantee Conversion Rights 8 Authorize Share Repurchase Program and For For Management Reissuance or Cancellation of Repurchased Shares without Tender and Acquisition Rights 9 Authorize Use of Financial Derivatives For For Management when Repurchasing Shares without Tender and Preemptive Rights 10 Approve Transfer of Majority For For Management Shareholding Interests in LEG NRW GmbH, LEG Recklinghausen 1 GmbH, and LEG Recklinghausen 2 GmbH to a Wholly Owned Subsidiary of LEG Immmobilien AG -------------------------------------------------------------------------------- LINDE AKTIENGESELLSCHAFT Ticker: LIN Security ID: D50348107 Meeting Date: MAY 10, 2017 Meeting Type: Annual Record Date: APR 18, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2016 (Non-Voting) 2 Approve Allocation of Income and For For Management Dividends of EUR 3.70 per Share 3 Approve Discharge of Management Board For For Management for Fiscal 2016 4 Approve Discharge of Supervisory Board For For Management for Fiscal 2016 5.1 Ratify KPMG AG as Auditors for Fiscal For For Management 2017 5.2 Ratify KPMG as Auditors for the First For For Management Quarter of Fiscal 2018 6 Elect Thomas Enders to the Supervisory For For Management Board -------------------------------------------------------------------------------- LLOYDS BANKING GROUP PLC Ticker: LLOY Security ID: G5533W248 Meeting Date: MAY 11, 2017 Meeting Type: Annual Record Date: MAY 09, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Re-elect Lord Blackwell as Director For For Management 3 Re-elect Juan Colombas as Director For For Management 4 Re-elect George Culmer as Director For For Management 5 Re-elect Alan Dickinson as Director For For Management 6 Re-elect Anita Frew as Director For For Management 7 Re-elect Simon Henry as Director For Against Management 8 Re-elect Antonio Horta-Osorio as For For Management Director 9 Re-elect Deborah McWhinney as Director For For Management 10 Re-elect Nick Prettejohn as Director For For Management 11 Re-elect Stuart Sinclair as Director For For Management 12 Re-elect Sara Weller as Director For For Management 13 Approve Remuneration Policy For For Management 14 Approve Remuneration Report For For Management 15 Approve Final Dividend For For Management 16 Approve Special Dividend For For Management 17 Reappoint PricewaterhouseCoopers LLP For For Management as Auditors 18 Authorise the Audit Committee to Fix For For Management Remuneration of Auditors 19 Approve Sharesave Scheme For For Management 20 Authorise EU Political Donations and For For Management Expenditure 21 Approve Re-designation of Limited For For Management Voting Shares 22 Authorise Issue of Equity with For For Management Pre-emptive Rights 23 Authorise Issue of Equity in Relation For For Management to the Issue of Regulatory Capital Convertible Instruments 24 Authorise Issue of Equity without For For Management Pre-emptive Rights 25 Authorise Issue of Equity without For For Management Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment 26 Authorise Issue of Equity without For For Management Pre-emptive Rights in Relation to the Issue of Regulatory Capital Convertible Instruments 27 Authorise Market Purchase of Ordinary For For Management Shares 28 Authorise Market Purchase of For For Management Preference Shares 29 Adopt New Articles of Association For For Management 30 Authorise the Company to Call General For For Management Meeting with Two Weeks' Notice -------------------------------------------------------------------------------- LVMH MOET HENNESSY LOUIS VUITTON Ticker: MC Security ID: F58485115 Meeting Date: APR 13, 2017 Meeting Type: Annual/Special Record Date: APR 10, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Auditors' Special Report on For For Management Related-Party Transactions 4 Approve Allocation of Income and For For Management Dividends of EUR 4.00 per Share 5 Reelect Delphine Arnault as Director For For Management 6 Reelect Nicolas Bazire as Director For For Management 7 Reelect Antonio Belloni as Director For For Management 8 Reelect Diego Della Valle as Director For For Management 9 Reelect Marie-Josee Kravis as Director For For Management 10 Reelect Marie-Laure Sauty de Chalon as For For Management Director 11 Appoint Pierre Gode as Censor For Against Management 12 Appoint Albert Frere as Censor For Against Management 13 Renew Appointment of Paolo Bulgari as For Against Management Censor 14 Non-Binding Vote on Compensation of For Against Management Bernard Arnault, CEO and Chairman 15 Non-Binding Vote on Compensation of For Against Management Antonio Belloni, Vice-CEO 16 Approve Remuneration Policy for For For Management Executive Corporate Officers 17 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 18 Authorize Capitalization of Reserves For For Management of Up to EUR 50 Million for Bonus Issue or Increase in Par Value 19 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 20 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 50 Million 21 Authorize Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 50 Million 22 Approve Issuance of Equity or For Against Management Equity-Linked Securities for up to 20 Percent of Issued Capital Per Year for Private Placements, up to Aggregate Nominal Amount of EUR 50 Million 23 Authorize Board to Set Issue Price for For Against Management 10 Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights 24 Authorize Board to Increase Capital in For Against Management the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above 25 Authorize Capital Increase of Up to For Against Management EUR 50 Million for Future Exchange Offers 26 Authorize Capital Increase of up to 10 For For Management Percent of Issued Capital for Contributions in Kind 27 Authorize up to 1 Percent of Issued For For Management Capital for Use in Stock Option Plans 28 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 29 Set Total Limit for Capital Increase For For Management to Result from Item 19 of the 2016 AGM and All Issuance Requests Above at EUR 50 Million 30 Amend Articles 4 and 23 of Bylaws Re: For Against Management Headquarters, Double Voting Rights, and Powers of the Extraordinary General Meeting 31 Delegate Power to the Board of For Against Management Directors to Amend the Bylaws to Comply with New Regulation -------------------------------------------------------------------------------- MCKESSON CORPORATION Ticker: MCK Security ID: 58155Q103 Meeting Date: JUL 27, 2016 Meeting Type: Annual Record Date: MAY 31, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Andy D. Bryant For For Management 1b Elect Director Wayne A. Budd For For Management 1c Elect Director N. Anthony Coles For For Management 1d Elect Director John H. Hammergren For For Management 1e Elect Director M. Christine Jacobs For For Management 1f Elect Director Donald R. Knauss For For Management 1g Elect Director Marie L. Knowles For For Management 1h Elect Director Edward A. Mueller For For Management 1i 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 For Management Executive Officers' Compensation 4 Pro-rata Vesting of Equity Awards Against Against Shareholder 5 Report on Political Contributions Against For Shareholder -------------------------------------------------------------------------------- MEDTRONIC PLC Ticker: MDT Security ID: G5960L103 Meeting Date: DEC 09, 2016 Meeting Type: Annual Record Date: OCT 11, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Richard H. Anderson For For Management 1b Elect Director Craig Arnold For For Management 1c Elect Director Scott C. Donnelly For For Management 1d Elect Director Randall J. Hogan, III For For Management 1e Elect Director Omar Ishrak For For Management 1f Elect Director Shirley Ann Jackson For For Management 1g Elect Director Michael O. Leavitt For For Management 1h Elect Director James T. Lenehan For For Management 1i Elect Director Elizabeth G. Nabel For For Management 1j Elect Director Denise M. O'Leary For For Management 1k Elect Director Kendall J. Powell For For Management 1l Elect Director Robert C. Pozen For For Management 1m Elect Director Preetha Reddy 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 Provide Proxy Access Right For For Management 5a Amend Articles of Association For For Management 5b Amend Memorandum of Association For For Management 6 Amend Articles to Clarify the Board's For For Management Sole Authority to Determine its Size Within the Fixed Limits -------------------------------------------------------------------------------- MFS SERIES TRUST XIV - MFS INSTITUTIONAL MONEY MARKET PORTFOLIO Ticker: Security ID: 55291X109 Meeting Date: MAR 23, 2017 Meeting Type: Written Consent Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Steven E. Buller For For Management 1.2 Elect Director John A. Caroselli For For Management 1.3 Elect Director Maureen R. Goldfarb For For Management 1.4 Elect Director David H. Gunning For For Management 1.5 Elect Director Michael Hegarty For For Management 1.6 Elect Director John P. Kavanaugh For For Management 1.7 Elect Director Robert J. Manning For For Management 1.8 Elect Director Clarence Otis, Jr. For For Management 1.9 Elect Director Maryanne L. Roepke For For Management 1.10 Elect Director Robin A. Stelmach For For Management 1.11 Elect Director Laurie J. Thomsen For For Management -------------------------------------------------------------------------------- MFS SERIES TRUST XIII - MFS GLOBAL REAL ESTATE FUND Ticker: Security ID: 552982720 Meeting Date: MAR 23, 2017 Meeting Type: SPECIAL Record Date: JAN 06, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Steven E. Buller FOR WITHHOLD Management 1.2 Elect John A. Caroselli FOR WITHHOLD Management 1.3 Elect Maureen R. Goldfarb FOR WITHHOLD Management 1.4 Elect David H. Gunning FOR WITHHOLD Management 1.5 Elect Michael Hegarty FOR WITHHOLD Management 1.6 Elect John P. Kavanaugh FOR WITHHOLD Management 1.7 Elect Robert J. Manning FOR WITHHOLD Management 1.8 Elect Clarence Otis, Jr. FOR WITHHOLD Management 1.9 Elect Maryanne L. Roepke FOR WITHHOLD Management 1.10 Elect Robin A. Stelmach FOR WITHHOLD Management 1.11 Elect Laurie J. Thomsen FOR WITHHOLD Management -------------------------------------------------------------------------------- MFS SERIES TRUST XIII - MFS GLOBAL REAL ESTATE FUND Ticker: Security ID: 552982720 Meeting Date: MAR 23, 2017 Meeting Type: SPECIAL Record Date: JAN 06, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Steven E. Buller FOR FOR Management 1.2 Elect John A. Caroselli FOR FOR Management 1.3 Elect Maureen R. Goldfarb FOR FOR Management 1.4 Elect David H. Gunning FOR FOR Management 1.5 Elect Michael Hegarty FOR FOR Management 1.6 Elect John P. Kavanaugh FOR FOR Management 1.7 Elect Robert J. Manning FOR FOR Management 1.8 Elect Clarence Otis, Jr. FOR FOR Management 1.9 Elect Maryanne L. Roepke FOR FOR Management 1.10 Elect Robin A. Stelmach FOR FOR Management 1.11 Elect Laurie J. Thomsen FOR FOR Management -------------------------------------------------------------------------------- MFS SERIES TRUST XV - MFS COMMODITY STRATEGY FUND Ticker: Security ID: 55276T826 Meeting Date: MAR 23, 2017 Meeting Type: SPECIAL Record Date: JAN 06, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Steven E. Buller FOR WITHHOLD Management 1.2 Elect John A. Caroselli FOR WITHHOLD Management 1.3 Elect Maureen R. Goldfarb FOR WITHHOLD Management 1.4 Elect David H. Gunning FOR WITHHOLD Management 1.5 Elect Michael Hegarty FOR WITHHOLD Management 1.6 Elect John P. Kavanaugh FOR WITHHOLD Management 1.7 Elect Robert J. Manning FOR WITHHOLD Management 1.8 Elect Clarence Otis, Jr. FOR WITHHOLD Management 1.9 Elect Maryanne L. Roepke FOR WITHHOLD Management 1.10 Elect Robin A. Stelmach FOR WITHHOLD Management 1.11 Elect Laurie J. Thomsen FOR WITHHOLD Management -------------------------------------------------------------------------------- MFS SERIES TRUST XV - MFS COMMODITY STRATEGY FUND Ticker: Security ID: 55276T826 Meeting Date: MAR 23, 2017 Meeting Type: SPECIAL Record Date: JAN 06, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Steven E. Buller FOR FOR Management 1.2 Elect John A. Caroselli FOR FOR Management 1.3 Elect Maureen R. Goldfarb FOR FOR Management 1.4 Elect David H. Gunning FOR FOR Management 1.5 Elect Michael Hegarty FOR FOR Management 1.6 Elect John P. Kavanaugh FOR FOR Management 1.7 Elect Robert J. Manning FOR FOR Management 1.8 Elect Clarence Otis, Jr. FOR FOR Management 1.9 Elect Maryanne L. Roepke FOR FOR Management 1.10 Elect Robin A. Stelmach FOR FOR Management 1.11 Elect Laurie J. Thomsen FOR FOR Management -------------------------------------------------------------------------------- MONDELEZ INTERNATIONAL, INC. Ticker: MDLZ Security ID: 609207105 Meeting Date: MAY 17, 2017 Meeting Type: Annual Record Date: MAR 08, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Lewis W.K. Booth For For Management 1b Elect Director Charles E. Bunch For For Management 1c Elect Director Lois D. Juliber For For Management 1d Elect Director Mark D. Ketchum For For Management 1e Elect Director Jorge S. Mesquita For For Management 1f Elect Director Joseph Neubauer For For Management 1g Elect Director Nelson Peltz For For Management 1h Elect Director Fredric G. Reynolds For For Management 1i Elect Director Irene B. Rosenfeld For For Management 1j Elect Director Christiana S. Shi For For Management 1k Elect Director Patrick T. Siewert For For Management 1l Elect Director Ruth J. Simmons For For Management 1m Elect Director Jean-Francois M. L. van For For Management Boxmeer 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 Assess Environmental Impact of Against For Shareholder Non-Recyclable Packaging 6 Create a Committee to Prepare a Report Against Against Shareholder Regarding the Impact of Plant Closures on Communities and Alternatives -------------------------------------------------------------------------------- MONSANTO COMPANY Ticker: MON Security ID: 61166W101 Meeting Date: DEC 13, 2016 Meeting Type: Special Record Date: NOV 07, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Advisory Vote on Golden Parachutes For For Management 3 Adjourn Meeting For For Management -------------------------------------------------------------------------------- MONSANTO COMPANY Ticker: MON Security ID: 61166W101 Meeting Date: JAN 27, 2017 Meeting Type: Annual Record Date: DEC 05, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Dwight M. 'Mitch' Barns For For Management 1b Elect Director Gregory H. Boyce For For Management 1c Elect Director David L. Chicoine For For Management 1d Elect Director Janice L. Fields For For Management 1e Elect Director Hugh Grant For For Management 1f Elect Director Arthur H. Harper For For Management 1g Elect Director Laura K. Ipsen For For Management 1h Elect Director Marcos M. Lutz For For Management 1i Elect Director C. Steven McMillan For For Management 1j Elect Director Jon R. Moeller For For Management 1k Elect Director George H. Poste For For Management 1l Elect Director Robert J. Stevens For For Management 1m Elect Director Patricia Verduin 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 6 Report on Lobbying Payments and Policy Against Against Shareholder 7 Report on Effectiveness and Risks of Against Against Shareholder Glyphosate Use -------------------------------------------------------------------------------- NEWELL BRANDS INC. Ticker: NWL Security ID: 651229106 Meeting Date: MAY 09, 2017 Meeting Type: Annual Record Date: MAR 17, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Ian G.H. Ashken For For Management 1b Elect Director Thomas E. Clarke For For Management 1c Elect Director Kevin C. Conroy For For Management 1d Elect Director Scott S. Cowen For For Management 1e Elect Director Michael T. Cowhig For For Management 1f Elect Director Domenico De Sole For For Management 1g Elect Director Martin E. Franklin For For Management 1h Elect Director Ros L'Esperance For For Management 1i Elect Director Michael B. Polk For For Management 1j Elect Director Steven J. Strobel For For Management 1k Elect Director Michael A. Todman For For Management 1l Elect Director Raymond G. Viault 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 -------------------------------------------------------------------------------- OIL SEARCH LTD. Ticker: OSH Security ID: Y64695110 Meeting Date: MAY 19, 2017 Meeting Type: Annual Record Date: MAY 17, 2017 # Proposal Mgt Rec Vote Cast Sponsor 2 Elect Kostas Constantinou as Director For For Management 3 Elect Agu Kantsler as Director For For Management 4 Elect Mel Togolo as Director For For Management 5 Elect Fiona Harris as Director For For Management 6 Appoint Deloitte Touche Tohmatsu as For For Management Auditor and Authorize Board to Fix Their Remuneration 1 Approve the Issuance of Performance For For Management Rights to Peter Botten, Managing Director of the Company 2 Approve the Issuance of Performance For For Management Rights to Gerea Aopi, Executive Director of the Company 3 Approve the Issuance of Restricted For For Management Shares to Peter Botten, Managing Director of the Company 4 Approve the Issuance of Restricted For For Management Shares to Gerea Aopi, Executive Director of the Company 7 Approve Strategic Resilience for 2035 Against Against Shareholder and Beyond 8 Approve Human Rights Compliance and Against Against Shareholder Reporting -------------------------------------------------------------------------------- PERKINELMER, INC. Ticker: PKI Security ID: 714046109 Meeting Date: APR 25, 2017 Meeting Type: Annual Record Date: FEB 27, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Peter Barrett For For Management 1b Elect Director Samuel R. Chapin For For Management 1c Elect Director Robert F. Friel For For Management 1d Elect Director Sylvie Gregoire For For Management 1e Elect Director Nicholas A. Lopardo For For Management 1f Elect Director Alexis P. Michas For For Management 1g Elect Director Patrick J. Sullivan For For Management 1h Elect Director Frank Witney 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 -------------------------------------------------------------------------------- PPG INDUSTRIES, INC. Ticker: PPG Security ID: 693506107 Meeting Date: APR 20, 2017 Meeting Type: Annual Record Date: FEB 17, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephen F. Angel For For Management 1.2 Elect Director Hugh Grant For For Management 1.3 Elect Director Melanie L. Healey For For Management 1.4 Elect Director Michele J. Hooper 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 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- RELX NV Ticker: REN Security ID: N7364X107 Meeting Date: APR 19, 2017 Meeting Type: Annual Record Date: MAR 22, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Receive Report of Management Board None None Management (Non-Voting) 3.a Amend Remuneration Policy For For Management 3.b Amend Restricted Stock Plan For For Management 3.c Approve Addition of a Deferred Share For For Management Element to the Annual Incentive Plan 4 Discuss Remuneration Report Containing None None Management Remuneration Policy for Management Board Members 5 Adopt Financial Statements and For For Management Statutory Reports 6 Approve Dividends of EUR 0.423 Per For For Management Share 7.a Approve Discharge of Executive For For Management Directors 7.b Approve Discharge of Non-Executive For For Management Directors 8 Ratify Ernst & Young as Auditor For For Management 9.a Reelect Anthony Habgood as For For Management Non-Executive Director 9.b Reelect Wolfhart Hauser as For For Management Non-Executive Director 9.c Reelect Adrian Hennah as Non-Executive For For Management Director 9.d Reelect Marike van Lier Lels as For For Management Non-Executive Director 9.e Reelect Robert MacLeod as For For Management Non-Executive Director 9.f Relect Carol Mills as Non-Executive For For Management Director 9.g Reelect Linda Sanford as Non-Executive For For Management Director 9.h Reelect Ben van der Veer as For For Management Non-Executive Director 10.a Reelect Erik Engstrom as Executive For For Management Director 10.b Reelect Nick Luff as Executive Director For For Management 11.a Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 11.b Approve Cancellation of up to 50 For For Management Million Ordinary Shares Held in Treasury 12.a Grant Board Authority to Issue Shares For For Management Up To 10 Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger 12.b Authorize Board to Exclude Preemptive For For Management Rights from Share Issuances under Item 12.a 13 Other Business (Non-Voting) None None Management 14 Close Meeting None None Management -------------------------------------------------------------------------------- RIO TINTO PLC Ticker: RIO Security ID: G75754104 Meeting Date: APR 12, 2017 Meeting Type: Annual Record Date: APR 10, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report for UK Law For For Management Purposes 3 Approve Remuneration Report for For For Management Australian Law Purposes 4 Approve the Potential Termination of For For Management Benefits for Australian Law Purposes 5 Re-elect Megan Clark as Director For For Management 6 Elect David Constable as Director For For Management 7 Re-elect Jan du Plessis as Director For For Management 8 Re-elect Ann Godbehere as Director For For Management 9 Elect Simon Henry as Director For For Management 10 Elect Jean-Sebastien Jacques as For For Management Director 11 Elect Sam Laidlaw as Director For For Management 12 Re-elect Michael L'Estrange as Director For For Management 13 Re-elect Chris Lynch as Director For For Management 14 Re-elect Paul Tellier as Director For For Management 15 Re-elect Simon Thompson as Director For For Management 16 Re-elect John Varley as Director For For Management 17 Reappoint PricewaterhouseCoopers LLP For For Management as Auditors 18 Authorise the Audit Committee to Fix For For Management Remuneration of Auditors 19 Authorise EU Political Donations and For For Management Expenditure 20 Authorise Issue of Equity with For For Management Pre-emptive Rights 21 Authorise Issue of Equity without For For Management Pre-emptive Rights 22 Authorise Market Purchase of Ordinary For For Management Shares 23 Authorise the Company to Call General For For Management Meeting with Two Weeks' Notice -------------------------------------------------------------------------------- RIO TINTO PLC Ticker: RIO Security ID: G75754104 Meeting Date: JUN 27, 2017 Meeting Type: Special Record Date: JUN 23, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Disposal of Coal & Allied For For Management Industries Limited to Yancoal Australia Limited -------------------------------------------------------------------------------- SALESFORCE.COM, INC. Ticker: CRM Security ID: 79466L302 Meeting Date: JUN 06, 2017 Meeting Type: Annual Record Date: APR 12, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Marc Benioff For For Management 1b Elect Director Keith Block For For Management 1c Elect Director Craig Conway For For Management 1d Elect Director Alan Hassenfeld For For Management 1e Elect Director Neelie Kroes For For Management 1f Elect Director Colin Powell For For Management 1g Elect Director Sanford Robertson For For Management 1h Elect Director John V. Roos For For Management 1i Elect Director Robin Washington For For Management 1j Elect Director Maynard Webb For For Management 1k Elect Director Susan Wojcicki For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Qualified Employee Stock For For Management Purchase Plan 4 Ratify Ernst & Young LLP as Auditors For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Advisory Vote on Say on Pay Frequency One Year One Year Management 7 Shareholders May Call Special Meeting Against For Shareholder -------------------------------------------------------------------------------- STARBUCKS CORPORATION Ticker: SBUX Security ID: 855244109 Meeting Date: MAR 22, 2017 Meeting Type: Annual Record Date: JAN 12, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Howard Schultz For For Management 1b Elect Director William W. Bradley For For Management 1c Elect Director Rosalind Brewer For For Management 1d Elect Director Mary N. Dillon For For Management 1e Elect Director Robert M. Gates For For Management 1f Elect Director Mellody Hobson For For Management 1g Elect Director Kevin R. Johnson For For Management 1h Elect Director Jorgen Vig Knudstorp For For Management 1i Elect Director Satya Nadella For For Management 1j Elect Director Joshua Cooper Ramo For For Management 1k Elect Director Clara Shih For For Management 1l Elect Director Javier G. Teruel For For Management 1m Elect Director Myron E. Ullman, III For For Management 1n Elect Director Craig E. Weatherup 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 Ratify Deloitte & Touche LLP as For For Management Auditors 5 Amend Proxy Access Right Against Against Shareholder -------------------------------------------------------------------------------- TAIWAN SEMICONDUCTOR MANUFACTURING CO., LTD. Ticker: 2330 Security ID: 874039100 Meeting Date: JUN 08, 2017 Meeting Type: Annual Record Date: APR 10, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Approve Business Operations Report and For For Management Financial Statements 1.2 Approve Profit Distribution For For Management 1.3 Amend Articles of Association For For Management 1.4 Amend Procedures Governing the For For Management Acquisition or Disposal of Assets 2.1 Elect Mark Liu with Shareholder No. For For Management 10758 as Non-Independent Director 2.2 Elect C.C. Wei with Shareholder No. For For Management 370885 as Non-Independent Director -------------------------------------------------------------------------------- THE J. M. SMUCKER COMPANY Ticker: SJM Security ID: 832696405 Meeting Date: AUG 17, 2016 Meeting Type: Annual Record Date: JUN 20, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Kathryn W. Dindo For For Management 1b Elect Director Paul J. Dolan For For Management 1c Elect Director Jay L. Henderson For For Management 1d Elect Director Nancy Lopez Knight For For Management 1e Elect Director Elizabeth Valk Long For For Management 1f Elect Director Gary A. Oatey For For Management 1g Elect Director Sandra Pianalto For For Management 1h Elect Director Alex Shumate For For Management 1i Elect Director Mark T. Smucker For For Management 1j Elect Director Richard K. Smucker For For Management 1k Elect Director Timothy P. Smucker For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Report on Plans to Increase Renewable Against Against Shareholder Energy Use -------------------------------------------------------------------------------- THE PRICELINE GROUP INC. Ticker: PCLN Security ID: 741503403 Meeting Date: JUN 08, 2017 Meeting Type: Annual Record Date: APR 13, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Timothy M. Armstrong For For Management 1.2 Elect Director Jeffery H. Boyd For For Management 1.3 Elect Director Jan L. Docter For For Management 1.4 Elect Director Jeffrey E. Epstein For For Management 1.5 Elect Director Glenn D. Fogel For For Management 1.6 Elect Director James M. Guyette For For Management 1.7 Elect Director Robert J. Mylod, Jr. For For Management 1.8 Elect Director Charles H. Noski For For Management 1.9 Elect Director Nancy B. Peretsman For For Management 1.10 Elect Director Thomas E. Rothman For For Management 1.11 Elect Director Craig W. Rydin For For Management 1.12 Elect Director Lynn M. Vojvodich For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call Special Meeting -------------------------------------------------------------------------------- TYCO INTERNATIONAL PLC Ticker: TYC Security ID: G91442106 Meeting Date: AUG 17, 2016 Meeting Type: Special Record Date: JUN 27, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles Re: Memorandum of For For Management Association 2 Amend Articles Re: Tyco Governing For For Management Documents Proposals 3 Approve Stock Consolidation For For Management 4 Increase Authorized Common Stock For For Management 5 Issue Shares in Connection with the For For Management Merger 6 Change Company Name to Johnson For For Management Controls International plc 7 Increase Authorized Preferred and For For Management Common Stock 8 Approve the Directors' Authority to For For Management Allot Shares 9 Approve the Disapplication of For For Management Statutory Pre-Emption Rights 10 Approve the Renominalization of Tyco For For Management Ordinary Shares 11 Approve the Creation of Distributable For For Management Reserves -------------------------------------------------------------------------------- U.S. BANCORP Ticker: USB Security ID: 902973304 Meeting Date: APR 18, 2017 Meeting Type: Annual Record Date: FEB 21, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Douglas M. Baker, Jr. For For Management 1b Elect Director Warner L. Baxter For For Management 1c Elect Director Marc N. Casper For For Management 1d Elect Director Andrew Cecere For For Management 1e Elect Director Arthur D. Collins, Jr. For For Management 1f Elect Director Richard K. Davis For For Management 1g Elect Director Kimberly J. Harris For For Management 1h Elect Director Roland A. Hernandez For For Management 1i Elect Director Doreen Woo Ho For For Management 1j Elect Director Olivia F. Kirtley For For Management 1k Elect Director Karen S. Lynch For For Management 1l Elect Director David B. O'Maley For For Management 1m Elect Director O'dell M. Owens For For Management 1n Elect Director Craig D. Schnuck For For Management 1o Elect Director Scott W. Wine 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 5 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- UBS GROUP AG Ticker: UBSG Security ID: H892U1882 Meeting Date: MAY 04, 2017 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1.1 Accept Financial Statements and For For Management Statutory Reports 1.2 Approve Remuneration Report For For Management (Non-Binding) 2 Approve Allocation of Income and For For Management Dividends of CHF 0.60 per Share from Capital Contribution Reserves 3 Approve Discharge of Board and Senior For For Management Management 4 Approve Variable Remuneration of For For Management Executive Committee in the Amount of CHF 71.9 Million 5 Approve Maximum Fixed Remuneration of For For Management Executive Committee in the Amount of CHF 31.5 Million 6.1a Reelect Axel Weber as Director and For For Management Board Chairman 6.1b Reelect Michel Demare as Director For For Management 6.1c Reelect David Sidwell as Director For For Management 6.1d Reelect Reto Francioni as Director For For Management 6.1e Reelect Ann Godbehere as Director For For Management 6.1f Reelect William Parrett as Director For For Management 6.1g Reelect Isabelle Romy as Director For For Management 6.1h Reelect Robert Scully as Director For For Management 6.1i Reelect Beatrice Weder di Mauro as For For Management Director 6.1j Reelect Dieter Wemmer as Director For Against Management 6.2 Elect Julie Richardson as Director For For Management 6.3.1 Appoint Ann Godbehere as Member of the For For Management Compensation Committee 6.3.2 Appoint Michel Demare as Member of the For For Management Compensation Committee 6.3.3 Appoint Reto Francioni as Member of For For Management the Compensation Committee 6.3.4 Appoint William Parrett as Member of For For Management the Compensation Committee 7 Approve Maximum Remuneration of Board For For Management of Directors in the Amount of CHF 14 Million 8.1 Designate ADB Altorfer Duss & For For Management Beilstein AG as Independent Proxy 8.2 Ratify Ernst & Young AG as Auditors For For Management 9 Transact Other Business (Voting) For Against Management -------------------------------------------------------------------------------- UNION PACIFIC CORPORATION Ticker: UNP Security ID: 907818108 Meeting Date: MAY 11, 2017 Meeting Type: Annual Record Date: MAR 10, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Andrew H. Card, Jr. For For Management 1b Elect Director Erroll B. Davis, Jr. For For Management 1c Elect Director David B. Dillon For For Management 1d Elect Director Lance M. Fritz For For Management 1e Elect Director Deborah C. Hopkins For For Management 1f Elect Director Jane H. Lute For For Management 1g Elect Director Michael R. McCarthy For For Management 1h Elect Director Michael W. McConnell For For Management 1i Elect Director Thomas F. McLarty, III For For Management 1j Elect Director Steven R. Rogel For For Management 1k Elect Director Jose H. Villarreal For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- VISA INC. Ticker: V Security ID: 92826C839 Meeting Date: JAN 31, 2017 Meeting Type: Annual Record Date: DEC 02, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Lloyd A. Carney For For Management 1b Elect Director Mary B. Cranston For For Management 1c Elect Director Francisco Javier For For Management Fernandez-Carbajal 1d Elect Director Gary A. Hoffman For For Management 1e Elect Director Alfred F. Kelly, Jr. For For Management 1f Elect Director Robert W. Matschullat For For Management 1g Elect Director Suzanne Nora Johnson For For Management 1h Elect Director John A.C. Swainson For For Management 1i Elect Director Maynard G. Webb, Jr. 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 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- ZOETIS INC. Ticker: ZTS Security ID: 98978V103 Meeting Date: MAY 11, 2017 Meeting Type: Annual Record Date: MAR 17, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gregory Norden For For Management 1.2 Elect Director Louise M. Parent For For Management 1.3 Elect Director Robert W. Scully For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management ========== END NPX REPORT SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Registrant: MFS SERIES TRUST XVI By (Signature and Title): David DiLorenzo* ------------------------------------------- David DiLorenzo, President and Principal Executive Officer Date: August 28, 2017 *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.
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