SEC Form N-PX filed by MFS Special Value Trust
$MFV
Trusts Except Educational Religious and Charitable
Finance
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 811-05912
MFS SPECIAL VALUE TRUST
(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: October 31
Date of reporting period: July 1, 2022 - June 30, 2023
Explanatory Note: There may be instances in this report where a voting instruction is not included for a ballot item at a meeting. This typically occurs when the item is not an item for which a vote is requested (e.g., the receipt of a report by the company’s management or board or the opening or closing of the meeting).
ITEM 1. PROXY VOTING RECORD.
******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-05912
Reporting Period: 07/01/2022 - 06/30/2023
MFS Special Value Trust
=========================== MFS Special Value Trust ============================
ACCENTURE PLC
Ticker: ACN Security ID: G1151C101
Meeting Date: FEB 01, 2023 Meeting Type: Annual
Record Date: DEC 06, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Jaime Ardila For For Management
1b Elect Director Nancy McKinstry For For Management
1c Elect Director Beth E. Mooney For For Management
1d Elect Director Gilles C. Pelisson For For Management
1e Elect Director Paula A. Price For For Management
1f Elect Director Venkata (Murthy) For For Management
Renduchintala
1g Elect Director Arun Sarin For For Management
1h Elect Director Julie Sweet For For Management
1i Elect Director Tracey T. Travis 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 KPMG LLP as Auditors and For For Management
Authorize Board to Fix Their
Remuneration
5 Renew the Board's Authority to Issue For For Management
Shares Under Irish Law
6 Authorize Board to Opt-Out of For For Management
Statutory Pre-Emption Rights
7 Determine Price Range for Reissuance For For Management
of Treasury Shares
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AMERICAN EXPRESS COMPANY
Ticker: AXP Security ID: 025816109
Meeting Date: MAY 02, 2023 Meeting Type: Annual
Record Date: MAR 06, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Thomas J. Baltimore For Against Management
1b Elect Director John J. Brennan For For Management
1c Elect Director Peter Chernin For For Management
1d Elect Director Walter J. Clayton, III For For Management
1e Elect Director Ralph de la Vega For For Management
1f Elect Director Theodore J. Leonsis For For Management
1g Elect Director Deborah P. Majoras For For Management
1h Elect Director Karen L. Parkhill For For Management
1i Elect Director Charles E. Phillips For For Management
1j Elect Director Lynn A. Pike For For Management
1k Elect Director Stephen J. Squeri For For Management
1l Elect Director Daniel L. Vasella For For Management
1m Elect Director Lisa W. Wardell For For Management
1n Elect Director Christopher D. Young For For Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
3 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
4 Advisory Vote on Say on Pay Frequency One Year One Year Management
5 Submit Severance Agreement Against For Shareholder
(Change-in-Control) to Shareholder Vote
6 Report on Risks Related to Fulfilling Against Against Shareholder
Information Requests for Enforcing
Laws Criminalizing Abortion Access
--------------------------------------------------------------------------------
AON PLC
Ticker: AON Security ID: G0403H108
Meeting Date: JUN 16, 2023 Meeting Type: Annual
Record Date: APR 14, 2023
# 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 Jeffrey C. Campbell For For Management
1.5 Elect Director Fulvio Conti For For Management
1.6 Elect Director Cheryl A. Francis For For Management
1.7 Elect Director Adriana Karaboutis For For Management
1.8 Elect Director Richard C. Notebaert For For Management
1.9 Elect Director Gloria Santona For For Management
1.10 Elect Director Sarah E. Smith For For Management
1.11 Elect Director Byron O. Spruell For For Management
1.12 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 Ratify Ernst & Young LLP as Auditors For For Management
5 Ratify Ernst & Young Chartered For For Management
Accountants as Statutory Auditor
6 Authorise the Audit Committee to Fix For For Management
Remuneration of Auditors
7 Amend Omnibus Plan For For Management
--------------------------------------------------------------------------------
CITIGROUP INC.
Ticker: C Security ID: 172967424
Meeting Date: APR 25, 2023 Meeting Type: Annual
Record Date: FEB 27, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Ellen M. Costello For For Management
1b Elect Director Grace E. Dailey For For Management
1c Elect Director Barbara J. Desoer For For Management
1d Elect Director John C. Dugan For For Management
1e Elect Director Jane N. Fraser For For Management
1f Elect Director Duncan P. Hennes For For Management
1g Elect Director Peter B. Henry For For Management
1h Elect Director S. Leslie Ireland For For Management
1i Elect Director Renee J. James For For Management
1j Elect Director Gary M. Reiner For For Management
1k Elect Director Diana L. Taylor For For Management
1l Elect Director James S. Turley For For Management
1m Elect Director Casper W. von Koskull For For Management
2 Ratify KPMG LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Amend Omnibus Stock Plan For For Management
5 Advisory Vote on Say on Pay Frequency One Year One Year Management
6 Submit Severance Agreement Against Against Shareholder
(Change-in-Control) to Shareholder Vote
7 Require Independent Board Chair Against Against Shareholder
8 Report on Respecting Indigenous Against For Shareholder
Peoples' Rights
9 Adopt Time-Bound Policy to Phase Out Against Against Shareholder
Underwriting and Lending for New
Fossil Fuel Development
--------------------------------------------------------------------------------
COMCAST CORPORATION
Ticker: CMCSA Security ID: 20030N101
Meeting Date: JUN 07, 2023 Meeting Type: Annual
Record Date: APR 03, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Kenneth J. Bacon For For Management
1.2 Elect Director Thomas J. Baltimore, Jr. For Withhold Management
1.3 Elect Director Madeline S. Bell For For Management
1.4 Elect Director Edward D. Breen For For Management
1.5 Elect Director Gerald L. Hassell For For Management
1.6 Elect Director Jeffrey A. Honickman For For Management
1.7 Elect Director Maritza G. Montiel For For Management
1.8 Elect Director Asuka Nakahara For For Management
1.9 Elect Director David C. Novak For For Management
1.10 Elect Director Brian L. Roberts For For Management
2 Ratify Deloitte & Touche LLP as For For Management
Auditors
3 Approve Omnibus Stock Plan For Against Management
4 Amend Qualified Employee Stock For Against Management
Purchase Plan
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 Oversee and Report on a Racial Equity Against Against Shareholder
Audit
8 Report on Climate Risk in Retirement Against Against Shareholder
Plan Options
9 Report on GHG Emissions Reduction Against Against Shareholder
Targets Aligned with the Paris
Agreement Goal
10 Report on Congruency of Political Against Against Shareholder
Spending with Company Values and
Priorities
11 Report on Risks Related to Operations Against Against Shareholder
in China
--------------------------------------------------------------------------------
DOMINION ENERGY, INC.
Ticker: D Security ID: 25746U109
Meeting Date: MAY 10, 2023 Meeting Type: Annual
Record Date: MAR 03, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1A Elect Director James A. Bennett For For Management
1B Elect Director Robert M. Blue For For Management
1C Elect Director D. Maybank Hagood For For Management
1D Elect Director Ronald W. Jibson For For Management
1E Elect Director Mark J. Kington For For Management
1F Elect Director Kristin G. Lovejoy For For Management
1G Elect Director Joseph M. Rigby For For Management
1H Elect Director Pamela J. Royal For Against Management
1I Elect Director Robert H. Spilman, Jr. For Against Management
1J Elect Director Susan N. Story For For Management
1K Elect Director Michael E. Szymanczyk 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 Right to Call Special Meeting For For Management
6 Amend Advance Notice Provisions for For For Management
Director Nominations
7 Require Independent Board Chair Against Against Shareholder
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DUKE ENERGY CORPORATION
Ticker: DUK Security ID: 26441C204
Meeting Date: MAY 04, 2023 Meeting Type: Annual
Record Date: MAR 06, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Derrick Burks For For Management
1b Elect Director Annette K. Clayton For For Management
1c Elect Director Theodore F. Craver, Jr. For For Management
1d Elect Director Robert M. Davis For For Management
1e Elect Director Caroline Dorsa For For Management
1f Elect Director W. Roy Dunbar For For Management
1g Elect Director Nicholas C. Fanandakis For For Management
1h Elect Director Lynn J. Good For For Management
1i Elect Director John T. Herron For For Management
1j Elect Director Idalene F. Kesner For For Management
1k Elect Director E. Marie McKee For For Management
1l Elect Director Michael J. Pacilio For For Management
1m Elect Director Thomas E. Skains For For Management
1n Elect Director William E. Webster, Jr. 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 Approve Omnibus Stock Plan For For Management
6 Adopt Simple Majority Vote None For Shareholder
7 Create a Committee to Evaluate Against Against Shareholder
Decarbonization Risk
--------------------------------------------------------------------------------
EQUIFAX INC.
Ticker: EFX Security ID: 294429105
Meeting Date: MAY 04, 2023 Meeting Type: Annual
Record Date: MAR 03, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Mark W. Begor For For Management
1b Elect Director Mark L. Feidler For For Management
1c Elect Director Karen L. Fichuk For For Management
1d Elect Director G. Thomas Hough For For Management
1e Elect Director Robert D. Marcus For Against Management
1f Elect Director Scott A. McGregor For For Management
1g Elect Director John A. McKinley For For Management
1h Elect Director Melissa D. Smith For For Management
1i Elect Director Audrey Boone Tillman For For Management
1j Elect Director Heather H. Wilson For For Management
2 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
3 Advisory Vote on Say on Pay Frequency One Year One Year Management
4 Ratify Ernst & Young LLP as Auditors For For Management
5 Approve Omnibus Stock Plan For For Management
6 Oversee and Report a Racial Equity Against Against Shareholder
Audit
--------------------------------------------------------------------------------
HONEYWELL INTERNATIONAL INC.
Ticker: HON Security ID: 438516106
Meeting Date: MAY 19, 2023 Meeting Type: Annual
Record Date: MAR 24, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1A Elect Director Darius Adamczyk For For Management
1B Elect Director Duncan Angove For For Management
1C Elect Director William S. Ayer For For Management
1D Elect Director Kevin Burke For For Management
1E Elect Director D. Scott Davis For For Management
1F Elect Director Deborah Flint For For Management
1G Elect Director Vimal Kapur For For Management
1H Elect Director Rose Lee For For Management
1I Elect Director Grace Lieblein For For Management
1J Elect Director Robin L. Washington For For Management
1K Elect Director Robin Watson 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 Chair Against For Shareholder
6 Issue Environmental Justice Report Against For Shareholder
--------------------------------------------------------------------------------
ILLINOIS TOOL WORKS INC.
Ticker: ITW Security ID: 452308109
Meeting Date: MAY 05, 2023 Meeting Type: Annual
Record Date: MAR 06, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Daniel J. Brutto For For Management
1b Elect Director Susan Crown For For Management
1c Elect Director Darell L. Ford For For Management
1d Elect Director Kelly J. Grier For For Management
1e Elect Director James W. Griffith For For Management
1f Elect Director Jay L. Henderson For For Management
1g Elect Director Richard H. Lenny For For Management
1h Elect Director E. Scott Santi For For Management
1i Elect Director David B. Smith, Jr. For For Management
1j Elect Director Pamela B. Strobel 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 Require Independent Board Chair Against Against Shareholder
--------------------------------------------------------------------------------
INTELSAT SA
Ticker: Security ID: L5217E120
Meeting Date: JUN 21, 2023 Meeting Type: Annual
Record Date: MAY 15, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1 Receive Board and Auditors' Report None None Management
2 Approve Statutory Standalone Financial For For Management
Statements
3 Approve Consolidated Financial For For Management
Statements
4 Approve Discharge of Directors For For Management
5 Approve Allocation of Income For For Management
6 Approve Appointment and Co-optation of For For Management
David Wajsgras as Director
7 Approve Appointment and Co-optation of For For Management
David Mack as Director
8a Reelect Directors (Bundled) For For Management
9 Approve Remuneration of Directors for For For Management
the year 2022
10 Approve Remuneration of Directors for For For Management
the year 2023
11 Ratify KPMG Audit as Statutory Auditor For For Management
12 Authorize Company and/or any Wholly For For Management
Owned Subsidiary to Purchase, Acquire,
Receive or Hold Shares of Any Class
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JOHNSON & JOHNSON
Ticker: JNJ Security ID: 478160104
Meeting Date: APR 27, 2023 Meeting Type: Annual
Record Date: FEB 28, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Darius Adamczyk For For Management
1b Elect Director Mary C. Beckerle For For Management
1c Elect Director D. Scott Davis For For Management
1d Elect Director Jennifer A. Doudna For For Management
1e Elect Director Joaquin Duato For For Management
1f Elect Director Marillyn A. Hewson For For Management
1g Elect Director Paula A. Johnson For For Management
1h Elect Director Hubert Joly For For Management
1i Elect Director Mark B. McClellan For For Management
1j Elect Director Anne M. Mulcahy For Against Management
1k Elect Director Mark A. Weinberger For For Management
1l Elect Director Nadja Y. West 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
5 Adopt Mandatory Arbitration Bylaw - None None Shareholder
Withdrawn
6 Report on Government Financial Support Against Against Shareholder
and Equitable Access to Covid-19
Products
7 Adopt Policy to Include Legal and Against Abstain Shareholder
Compliance Costs in Incentive
Compensation Metrics
8 Report on Impact of Extended Patent Against Against Shareholder
Exclusivities on Product Access
--------------------------------------------------------------------------------
JPMORGAN CHASE & CO.
Ticker: JPM Security ID: 46625H100
Meeting Date: MAY 16, 2023 Meeting Type: Annual
Record Date: MAR 17, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Linda B. Bammann For For Management
1b Elect Director Stephen B. Burke For For Management
1c Elect Director Todd A. Combs For For Management
1d Elect Director James S. Crown For For Management
1e Elect Director Alicia Boler Davis For For Management
1f Elect Director James Dimon For For Management
1g Elect Director Timothy P. Flynn For For Management
1h Elect Director Alex Gorsky For For Management
1i Elect Director Mellody Hobson For For Management
1j Elect Director Michael A. Neal For For Management
1k Elect Director Phebe N. Novakovic For For Management
1l Elect Director Virginia M. Rometty 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
5 Require Independent Board Chair Against Against Shareholder
6 Adopt Time-Bound Policy to Phase Out Against Against Shareholder
Underwriting and Lending for New
Fossil Fuel Development
7 Amend Public Responsibility Committee Against Against Shareholder
Charter to Include Animal Welfare
8 Reduce Ownership Threshold for Against Against Shareholder
Shareholders to Call Special Meeting
9 Report on Climate Transition Plan Against Against Shareholder
Describing Efforts to Align Financing
Activities with GHG Targets
10 Report on Risks Related to Against Against Shareholder
Discrimination Against Individuals
Including Political Views
11 Report on Political Expenditures Against Against Shareholder
Congruence
12 Disclose 2030 Absolute GHG Reduction Against Against Shareholder
Targets Associated with Lending and
Underwriting
--------------------------------------------------------------------------------
LOWE'S COMPANIES, INC.
Ticker: LOW Security ID: 548661107
Meeting Date: MAY 26, 2023 Meeting Type: Annual
Record Date: MAR 20, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Raul Alvarez For For Management
1.2 Elect Director David H. Batchelder For For Management
1.3 Elect Director Scott H. Baxter For For Management
1.4 Elect Director Sandra B. Cochran For For Management
1.5 Elect Director Laurie Z. Douglas For For Management
1.6 Elect Director Richard W. Dreiling For For Management
1.7 Elect Director Marvin R. Ellison For For Management
1.8 Elect Director Daniel J. Heinrich For For Management
1.9 Elect Director Brian C. Rogers For For Management
1.10 Elect Director Bertram L. Scott For For Management
1.11 Elect Director Colleen Taylor For For Management
1.12 Elect Director Mary Beth West 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 Require Independent Board Chair Against Against Shareholder
--------------------------------------------------------------------------------
MARRIOTT INTERNATIONAL, INC.
Ticker: MAR Security ID: 571903202
Meeting Date: MAY 12, 2023 Meeting Type: Annual
Record Date: MAR 15, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Anthony G. Capuano For For Management
1b Elect Director Isabella D. Goren For For Management
1c Elect Director Deborah Marriott For For Management
Harrison
1d Elect Director Frederick A. Henderson For For Management
1e Elect Director Eric Hippeau For Against Management
1f Elect Director Lauren R. Hobart For For Management
1g Elect Director Debra L. Lee For For Management
1h Elect Director Aylwin B. Lewis For For Management
1i Elect Director David S. Marriott For For Management
1j Elect Director Margaret M. McCarthy For For Management
1k Elect Director Grant F. Reid For For Management
1l Elect Director Horacio D. Rozanski For For Management
1m Elect Director Susan C. Schwab 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 Approve Omnibus Stock Plan For For Management
6 Publish a Congruency Report of Against Against Shareholder
Partnerships with Globalist
Organizations
7 Report on Gender/Racial Pay Gap Against Against Shareholder
--------------------------------------------------------------------------------
MARSH & MCLENNAN COMPANIES, INC.
Ticker: MMC Security ID: 571748102
Meeting Date: MAY 18, 2023 Meeting Type: Annual
Record Date: MAR 20, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Anthony K. Anderson For For Management
1b Elect Director John Q. Doyle For For Management
1c Elect Director Hafize Gaye Erkan For For Management
1d Elect Director Oscar Fanjul For For Management
1e Elect Director H. Edward Hanway For For Management
1f Elect Director Judith Hartmann For For Management
1g Elect Director Deborah C. Hopkins For For Management
1h Elect Director Tamara Ingram For For Management
1i Elect Director Jane H. Lute For For Management
1j Elect Director Steven A. Mills For For Management
1k Elect Director Bruce P. Nolop For For Management
1l Elect Director Morton O. Schapiro For For Management
1m Elect Director Lloyd M. Yates For For Management
1n Elect Director Ray G. Young 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
--------------------------------------------------------------------------------
MORGAN STANLEY
Ticker: MS Security ID: 617446448
Meeting Date: MAY 19, 2023 Meeting Type: Annual
Record Date: MAR 20, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Alistair Darling For For Management
1b Elect Director Thomas H. Glocer For For Management
1c Elect Director James P. Gorman For For Management
1d Elect Director Robert H. Herz For For Management
1e Elect Director Erika H. James For For Management
1f Elect Director Hironori Kamezawa For For Management
1g Elect Director Shelley B. Leibowitz For For Management
1h Elect Director Stephen J. Luczo For For Management
1i Elect Director Jami Miscik For For Management
1j Elect Director Masato Miyachi For For Management
1k Elect Director Dennis M. Nally For For Management
1l Elect Director Mary L. Schapiro For For Management
1m Elect Director Perry M. Traquina For For Management
1n Elect Director Rayford Wilkins, Jr. 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 Against Shareholder
Shareholders to Call Special Meeting
6 Adopt Time-Bound Policy to Phase Out Against Against Shareholder
Underwriting and Lending for New
Fossil Fuel Development
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NASDAQ, INC.
Ticker: NDAQ Security ID: 631103108
Meeting Date: JUN 21, 2023 Meeting Type: Annual
Record Date: APR 24, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Melissa M. Arnoldi For For Management
1b Elect Director Charlene T. Begley For For Management
1c Elect Director Steven D. Black For For Management
1d Elect Director Adena T. Friedman For For Management
1e Elect Director Essa Kazim For For Management
1f Elect Director Thomas A. Kloet For For Management
1g Elect Director Michael R. Splinter For For Management
1h Elect Director Johan Torgeby For For Management
1i Elect Director Toni Townes-Whitley For For Management
1j Elect Director Jeffery W. Yabuki For For Management
1k Elect Director Alfred W. Zollar 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 Ernst & Young LLP as Auditors For For Management
5 Require Independent Board Chair Against Against Shareholder
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NESTLE SA
Ticker: NESN Security ID: 641069406
Meeting Date: APR 20, 2023 Meeting Type: Annual
Record Date: MAR 13, 2023
# 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
2 Approve Discharge of Board and Senior For For Management
Management
3 Approve Allocation of Income and For For Management
Dividends of CHF 2.95 per Share
4.1.a Reelect Paul Bulcke as Director and For For Management
Board Chair
4.1.b Reelect Ulf Schneider as Director For For Management
4.1.c Reelect Henri de Castries as Director For For Management
4.1.d Reelect Renato Fassbind as Director For For Management
4.1.e Reelect Pablo Isla as Director For For Management
4.1.f Reelect Patrick Aebischer as Director For For Management
4.1.g Reelect Kimberly Ross as Director For For Management
4.1.h Reelect Dick Boer as Director For For Management
4.1.i Reelect Dinesh Paliwal as Director For For Management
4.1.j Reelect Hanne Jimenez de Mora as For For Management
Director
4.1.k Reelect Lindiwe Sibanda as Director For For Management
4.1.l Reelect Chris Leong as Director For For Management
4.1.m Reelect Luca Maestri as Director For For Management
4.2.1 Elect Rainer Blair as Director For For Management
4.2.2 Elect Marie-Gabrielle Ineichen-Fleisch For For Management
as Director
4.3.1 Reappoint Pablo Isla as Member of the For For Management
Compensation Committee
4.3.2 Reappoint Patrick Aebischer as Member For For Management
of the Compensation Committee
4.3.3 Reappoint Dick Boer as Member of the For For Management
Compensation Committee
4.3.4 Reappoint Dinesh Paliwal as Member of For For Management
the Compensation Committee
4.4 Ratify Ernst & Young AG as Auditors For For Management
4.5 Designate Hartmann Dreyer as For For Management
Independent Proxy
5.1 Approve Remuneration of Directors in For For Management
the Amount of CHF 10.5 Million
5.2 Approve Remuneration of Executive For For Management
Committee in the Amount of CHF 72
Million
6 Approve CHF 8 Million Reduction in For For Management
Share Capital as Part of the Share
Buyback Program via Cancellation of
Repurchased Shares
7.1 Amend Articles Re: General Meeting For For Management
(Incl. Virtual-Only or Hybrid
Shareholder Meetings)
7.2 Amend Articles of Association For For Management
8 Transact Other Business (Voting) Against Against Management
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NORTHROP GRUMMAN CORPORATION
Ticker: NOC Security ID: 666807102
Meeting Date: MAY 17, 2023 Meeting Type: Annual
Record Date: MAR 21, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Kathy J. Warden For For Management
1.2 Elect Director David P. Abney For For Management
1.3 Elect Director Marianne C. Brown For For Management
1.4 Elect Director Ann M. Fudge For For Management
1.5 Elect Director Madeleine A. Kleiner For For Management
1.6 Elect Director Arvind Krishna For For Management
1.7 Elect Director Graham N. Robinson For For Management
1.8 Elect Director Kimberly A. Ross For For Management
1.9 Elect Director Gary Roughead For For Management
1.10 Elect Director Thomas M. Schoewe For For Management
1.11 Elect Director James S. Turley For For Management
1.12 Elect Director Mark A. Welsh, III For For Management
1.13 Elect Director Mary A. Winston 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 Reduce Ownership Threshold for For For Management
Shareholders to Call Special Meeting
6 Report on Congruency of Political Against Against Shareholder
Spending with Company Stated Values on
Human Rights
7 Require Independent Board Chair Against For Shareholder
--------------------------------------------------------------------------------
PFIZER INC.
Ticker: PFE Security ID: 717081103
Meeting Date: APR 27, 2023 Meeting Type: Annual
Record Date: MAR 01, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Ronald E. Blaylock For For Management
1.2 Elect Director Albert Bourla For For Management
1.3 Elect Director Susan Desmond-Hellmann For For Management
1.4 Elect Director Joseph J. Echevarria For For Management
1.5 Elect Director Scott Gottlieb For For Management
1.6 Elect Director Helen H. Hobbs For For Management
1.7 Elect Director Susan Hockfield For For Management
1.8 Elect Director Dan R. Littman For For Management
1.9 Elect Director Shantanu Narayen For For Management
1.10 Elect Director Suzanne Nora Johnson For For Management
1.11 Elect Director James Quincey For For Management
1.12 Elect Director James C. Smith For For Management
2 Ratify KPMG LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Advisory Vote on Say on Pay Frequency One Year One Year Management
5 Submit Severance Agreement Against Against Shareholder
(Change-in-Control) to Shareholder Vote
6 Require Independent Board Chair Against Against Shareholder
7 Report on Feasibility of Intellectual Against Against Shareholder
Property Transfer to Boost Covid-19
Vaccine Production
8 Report on Impact of Extended Patent Against For Shareholder
Exclusivities on Product Access
9 Report on Political Expenditures Against Against Shareholder
Congruence
--------------------------------------------------------------------------------
PIONEER NATURAL RESOURCES COMPANY
Ticker: PXD Security ID: 723787107
Meeting Date: MAY 25, 2023 Meeting Type: Annual
Record Date: MAR 30, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director A.R Alameddine For For Management
1b Elect Director Lori G. Billingsley For For Management
1c Elect Director Edison C. Buchanan For For Management
1d Elect Director Richard P. Dealy For For Management
1e Elect Director Maria S. Dreyfus For For Management
1f Elect Director Matthew M. Gallagher For For Management
1g Elect Director Phillip A. Gobe For For Management
1h Elect Director Stacy P. Methvin For For Management
1i Elect Director Royce W. Mitchell For For Management
1j Elect Director Scott D. Sheffield For For Management
1k Elect Director J. Kenneth Thompson For For Management
1l Elect Director Phoebe A. Wood 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
--------------------------------------------------------------------------------
TEXAS INSTRUMENTS INCORPORATED
Ticker: TXN Security ID: 882508104
Meeting Date: APR 27, 2023 Meeting Type: Annual
Record Date: MAR 01, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Mark A. Blinn For For Management
1b Elect Director Todd M. Bluedorn For For Management
1c Elect Director Janet F. Clark For For Management
1d Elect Director Carrie S. Cox For For Management
1e Elect Director Martin S. Craighead For For Management
1f Elect Director Curtis C. Farmer For For Management
1g Elect Director Jean M. Hobby For For Management
1h Elect Director Haviv Ilan For For Management
1i Elect Director Ronald Kirk For For Management
1j Elect Director Pamela H. Patsley For For Management
1k Elect Director Robert E. Sanchez For For Management
1l Elect Director Richard K. Templeton For For Management
2 Amend Qualified Employee Stock For For Management
Purchase Plan
3 Advisory Vote on Say on Pay Frequency One Year One Year Management
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
5 Ratify Ernst & Young LLP as Auditors For For Management
6 Reduce Ownership Threshold for Against Against Shareholder
Shareholders to Call Special Meeting
7 Report on Due Diligence Efforts to Against Against Shareholder
Trace End-User Misuse of Company
Products
--------------------------------------------------------------------------------
THE CIGNA GROUP
Ticker: CI Security ID: 125523100
Meeting Date: APR 26, 2023 Meeting Type: Annual
Record Date: MAR 07, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director David M. Cordani For For Management
1b Elect Director William J. DeLaney For For Management
1c Elect Director Eric J. Foss For For Management
1d Elect Director Elder Granger For For Management
1e Elect Director Neesha Hathi For For Management
1f Elect Director George Kurian For For Management
1g Elect Director Kathleen M. Mazzarella For For Management
1h Elect Director Mark B. McClellan For For Management
1i Elect Director Kimberly A. Ross For For Management
1j Elect Director Eric C. Wiseman For For Management
1k Elect Director Donna F. Zarcone 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
5 Amend Certificate of Incorporation to For For Management
Limit the Liability of Certain Officers
6 Reduce Ownership Threshold for Against For Shareholder
Shareholders to Call Special Meeting
7 Report on Congruency of Political Against For Shareholder
Spending with Company Values and
Priorities
--------------------------------------------------------------------------------
THE PROGRESSIVE CORPORATION
Ticker: PGR Security ID: 743315103
Meeting Date: MAY 12, 2023 Meeting Type: Annual
Record Date: MAR 17, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Danelle M. Barrett For For Management
1b Elect Director Philip Bleser For For Management
1c Elect Director Stuart B. Burgdoerfer For For Management
1d Elect Director Pamela J. Craig For For Management
1e Elect Director Charles A. Davis For For Management
1f Elect Director Roger N. Farah For For Management
1g Elect Director Lawton W. Fitt For For Management
1h Elect Director Susan Patricia Griffith For For Management
1i Elect Director Devin C. Johnson For For Management
1j Elect Director Jeffrey D. Kelly For For Management
1k Elect Director Barbara R. Snyder For For Management
1l Elect Director Kahina Van Dyke 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
--------------------------------------------------------------------------------
THE SHERWIN-WILLIAMS COMPANY
Ticker: SHW Security ID: 824348106
Meeting Date: APR 19, 2023 Meeting Type: Annual
Record Date: FEB 21, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Kerrii B. Anderson For For Management
1b Elect Director Arthur F. Anton For For Management
1c Elect Director Jeff M. Fettig For For Management
1d Elect Director John G. Morikis For For Management
1e Elect Director Christine A. Poon For For Management
1f Elect Director Aaron M. Powell For For Management
1g Elect Director Marta R. Stewart For For Management
1h Elect Director Michael H. Thaman For For Management
1i Elect Director Matthew Thornton, III 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 Ernst & Young LLP as Auditors For For Management
--------------------------------------------------------------------------------
THE SOUTHERN COMPANY
Ticker: SO Security ID: 842587107
Meeting Date: MAY 24, 2023 Meeting Type: Annual
Record Date: MAR 27, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Janaki Akella For For Management
1b Elect Director Henry A. "Hal" Clark, For For Management
III
1c Elect Director Anthony F. "Tony" For For Management
Earley, Jr.
1d Elect Director Thomas A. Fanning For For Management
1e Elect Director David J. Grain For For Management
1f Elect Director Colette D. Honorable For For Management
1g Elect Director Donald M. James For For Management
1h Elect Director John D. Johns For For Management
1i Elect Director Dale E. Klein For For Management
1j Elect Director David E. Meador For For Management
1k Elect Director Ernest J. Moniz For For Management
1l Elect Director William G. Smith, Jr. For For Management
1m Elect Director Kristine L. Svinicki For For Management
1n Elect Director Lizanne Thomas For For Management
1o Elect Director Christopher C. Womack For For Management
1p Elect Director E. Jenner Wood, III 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 Eliminate Supermajority Vote For For Management
Requirement
6 Adopt Simple Majority Vote Against Against Shareholder
7 Adopt Scope 3 GHG Emissions Reduction Against Abstain Shareholder
Targets Aligned with Paris Agreement
Goal
8 Report on Feasibility of Net-Zero GHG Against Against Shareholder
Emissions
--------------------------------------------------------------------------------
THERMO FISHER SCIENTIFIC INC.
Ticker: TMO Security ID: 883556102
Meeting Date: MAY 24, 2023 Meeting Type: Annual
Record Date: MAR 27, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Marc N. Casper For For Management
1b Elect Director Nelson J. Chai For For Management
1c Elect Director Ruby R. Chandy For For Management
1d Elect Director C. Martin Harris For For Management
1e Elect Director Tyler Jacks For For Management
1f Elect Director R. Alexandra Keith For For Management
1g Elect Director James C. Mullen For For Management
1h Elect Director Lars R. Sorensen For For Management
1i Elect Director Debora L. Spar For For Management
1j Elect Director Scott M. Sperling For For Management
1k Elect Director Dion J. Weisler 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
5 Amend Omnibus Stock Plan For For Management
6 Approve Qualified Employee Stock For For Management
Purchase Plan
========== 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 SPECIAL VALUE TRUST
| By (Signature and Title): | David DiLorenzo* | |
| David DiLorenzo, President and Principal Executive Officer | ||
Date: August 29, 2023
| *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 July 11, 2023. |