================================================================================ 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) -------------------- Susan A. Pereira 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, 2014 - June 30, 2015 ================================================================================ ITEM 1. PROXY VOTING RECORD. ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-05912 Reporting Period: 07/01/2014 - 06/30/2015 MFS Special Value Trust =========================== MFS Special Value Trust ============================ 3M COMPANY Ticker: MMM Security ID: 88579Y101 Meeting Date: MAY 12, 2015 Meeting Type: Annual Record Date: MAR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Linda G. Alvarado For For Management 1b Elect Director Sondra L. Barbour For For Management 1c Elect Director Thomas 'Tony' K. Brown For For Management 1d Elect Director Vance D. Coffman For For Management 1e Elect Director Michael L. Eskew For For Management 1f Elect Director Herbert L. Henkel For For Management 1g Elect Director Muhtar Kent For For Management 1h Elect Director Edward M. Liddy For For Management 1i Elect Director Inge G. Thulin For For Management 1j Elect Director Robert J. Ulrich For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- ABBOTT LABORATORIES Ticker: ABT Security ID: 002824100 Meeting Date: APR 24, 2015 Meeting Type: Annual Record Date: FEB 25, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert J. Alpern For For Management 1.2 Elect Director Roxanne S. Austin For For Management 1.3 Elect Director Sally E. Blount For For Management 1.4 Elect Director W. James Farrell For For Management 1.5 Elect Director Edward M. Liddy For For Management 1.6 Elect Director Nancy McKinstry For For Management 1.7 Elect Director Phebe N. Novakovic For For Management 1.8 Elect Director William A. Osborn For For Management 1.9 Elect Director Samuel C. Scott, III For For Management 1.10 Elect Director Glenn F. Tilton For Withhold Management 1.11 Elect Director Miles D. White For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Report on Products Containing GE Against Against Shareholder Ingredients 5 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- ACCENTURE PLC Ticker: ACN Security ID: G1151C101 Meeting Date: FEB 04, 2015 Meeting Type: Annual Record Date: DEC 09, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jaime Ardila For For Management 1b Elect Director Dina Dublon For For Management 1c Elect Director Charles H. Giancarlo For For Management 1d Elect Director William L. Kimsey For For Management 1e Elect Director Marjorie Magner For For Management 1f Elect Director Blythe J. McGarvie For For Management 1g Elect Director Pierre Nanterme For For Management 1h Elect Director Gilles C. Pelisson For For Management 1i Elect Director Paula A. Price For For Management 1j Elect Director Wulf von Schimmelmann For For Management 1k Elect Director Frank K. Tang For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management 4 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights 5 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights 6 Authorize the Holding of the 2016 AGM For For Management at a Location Outside Ireland 7 Authorize Open-Market Purchases of For For Management Class A Ordinary Shares 8 Determine the Price Range at which For For Management Accenture Plc can Re-issue Shares that it Acquires as Treasury Stock -------------------------------------------------------------------------------- ACCURIDE CORPORATION Ticker: ACW Security ID: 00439T206 Meeting Date: APR 24, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robin J. Adams For For Management 1.2 Elect Director Keith E. Busse For For Management 1.3 Elect Director Richard F. Dauch For For Management 1.4 Elect Director Robert E. Davis For For Management 1.5 Elect Director Lewis M. Kling For For Management 1.6 Elect Director John W. Risner For For Management 1.7 Elect Director James R. Rulseh 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 -------------------------------------------------------------------------------- AON PLC Ticker: AON Security ID: G0408V102 Meeting Date: JUN 17, 2015 Meeting Type: Annual Record Date: APR 22, 2015 # 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 Fulvio Conti For For Management 1.4 Elect Director Cheryl A. Francis For For Management 1.5 Elect Director James W. Leng 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 Accept Financial Statements and For For Management Statutory Reports 3 Ratify Ernst & Young LLP as Aon's For For Management Auditors 4 Ratify Ernst & Young LLP as U.K. For For Management Statutory Auditor 5 Authorise Board to Fix Remuneration of For For Management Auditors 6 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 7 Advisory Vote to Ratify Directors' For For Management Remuneration Report 8 Authorise Shares for Market Purchase For For Management 9 Issue of Equity or Equity-Linked For For Management Securities with Pre-emptive Rights 10 Issue of Equity or Equity-Linked For For Management Securities without Pre-emptive Rights 11 Approve Political Donations For For Management -------------------------------------------------------------------------------- BLACKROCK, INC. Ticker: BLK Security ID: 09247X101 Meeting Date: MAY 28, 2015 Meeting Type: Annual Record Date: APR 01, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Abdlatif Yousef Al-Hamad For For Management 1b Elect Director Mathis Cabiallavetta For For Management 1c Elect Director Pamela Daley For For Management 1d Elect Director William S. Demchak For For Management 1e Elect Director Jessica P. Einhorn For For Management 1f Elect Director Laurence D. Fink For For Management 1g Elect Director Fabrizio Freda For For Management 1h Elect Director Murry S. Gerber For For Management 1i Elect Director James Grosfeld For For Management 1j Elect Director Robert S. Kapito For For Management 1k Elect Director David H. Komansky For For Management 1l Elect Director Sir Deryck Maughan For For Management 1m Elect Director Cheryl D. Mills For For Management 1n Elect Director Thomas H. O'Brien For For Management 1o Elect Director Ivan G. Seidenberg For For Management 1p Elect Director Marco Antonio Slim Domit For For Management 1q Elect Director John S. Varley For For Management 1r Elect Director Susan L. Wagner For For Management 2 Amend Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify Deloitte & Touche LLP as For For Management Auditors 5 Institute Procedures to Prevent Against Against Shareholder Investments in Companies that Contribute to Genocide or Crimes Against Humanity 6 Report on Lobbying Payments and Policy Against For Shareholder -------------------------------------------------------------------------------- CVS HEALTH CORPORATION Ticker: CVS Security ID: 126650100 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Richard M. Bracken For For Management 1b Elect Director C. David Brown, II For For Management 1c Elect Director Alecia A. DeCoudreaux For For Management 1d Elect Director Nancy-Ann M. DeParle For For Management 1e Elect Director David W. Dorman For For Management 1f Elect Director Anne M. Finucane For For Management 1g Elect Director Larry J. Merlo For For Management 1h Elect Director Jean-Pierre Millon For For Management 1i Elect Director Richard J. Swift For For Management 1j Elect Director William C. Weldon For For Management 1k Elect Director Tony L. White 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 5 Report on Consistency Between Against Against Shareholder Corporate Values and Political Contributions -------------------------------------------------------------------------------- DANAHER CORPORATION Ticker: DHR Security ID: 235851102 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Donald J. Ehrlich For For Management 1.2 Elect Director Linda Hefner Filler For For Management 1.3 Elect Director Thomas P. Joyce, Jr. For For Management 1.4 Elect Director Teri List-Stoll For For Management 1.5 Elect Director Walter G. Lohr, Jr. For For Management 1.6 Elect Director Mitchell P. Rales For For Management 1.7 Elect Director Steven M. Rales For For Management 1.8 Elect Director John T. Schwieters For For Management 1.9 Elect Director Alan G. Spoon For For Management 1.10 Elect Director Elias A. Zerhouni 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 Political Contributions Against For Shareholder -------------------------------------------------------------------------------- DIAGEO PLC Ticker: DGE Security ID: 25243Q205 Meeting Date: SEP 18, 2014 Meeting Type: Annual Record Date: AUG 12, 2014 # 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 Approve Final Dividend For For Management 5 Re-elect Peggy Bruzelius as Director For For Management 6 Re-elect Laurence Danon as Director For For Management 7 Re-elect Lord Davies of Abersoch as For For Management Director 8 Re-elect Ho KwonPing as Director For For Management 9 Re-elect Betsy Holden as Director For For Management 10 Re-elect Dr Franz Humer as Director For For Management 11 Re-elect Deirdre Mahlan as Director For For Management 12 Re-elect Ivan Menezes as Director For For Management 13 Re-elect Philip Scott as Director For For Management 14 Elect Nicola Mendelsohn as Director For For Management 15 Elect Alan Stewart as Director For For Management 16 Reappoint KPMG LLP as Auditors For For Management 17 Authorise Board to Fix Remuneration of For For Management Auditors 18 Authorise Issue of Equity with For For Management Pre-emptive Rights 19 Authorise Issue of Equity without For For Management Pre-emptive Rights 20 Authorise Market Purchase of Ordinary For For Management Shares 21 Authorise EU Political Donations and For For Management Expenditure 22 Approve 2014 Long Term Incentive Plan For For Management -------------------------------------------------------------------------------- GENERAL MILLS, INC. Ticker: GIS Security ID: 370334104 Meeting Date: SEP 23, 2014 Meeting Type: Annual Record Date: JUL 25, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Bradbury H. Anderson For For Management 1b Elect Director R. Kerry Clark For For Management 1c Elect Director Paul Danos For For Management 1d Elect Director Henrietta H. Fore For For Management 1e Elect Director Raymond V. Gilmartin For For Management 1f Elect Director Judith Richards Hope For For Management 1g Elect Director Heidi G. Miller For For Management 1h Elect Director Hilda Ochoa-Brillembourg For For Management 1i Elect Director Steve Odland For For Management 1j Elect Director Kendall J. Powell For For Management 1k Elect Director Michael D. Rose For For Management 1l Elect Director Robert L. Ryan For For Management 1m Elect Director Dorothy A. Terrell For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management 4 Assess Environmental Impact of Against Against Shareholder Non-Recyclable Packaging 5 Adopt Policy Removing GMO Ingredients Against Against Shareholder from Products -------------------------------------------------------------------------------- INTERNATIONAL BUSINESS MACHINES CORPORATION Ticker: IBM Security ID: 459200101 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alain J.P. Belda For For Management 1.2 Elect Director William R. Brody For For Management 1.3 Elect Director Kenneth I. Chenault For For Management 1.4 Elect Director Michael L. Eskew For For Management 1.5 Elect Director David N. Farr For For Management 1.6 Elect Director Alex Gorsky For For Management 1.7 Elect Director Shirley Ann Jackson For For Management 1.8 Elect Director Andrew N. Liveris For For Management 1.9 Elect Director W. James McNerney, Jr. For For Management 1.10 Elect Director James W. Owens For For Management 1.11 Elect Director Virginia M. Rometty For For Management 1.12 Elect Director Joan E. Spero For For Management 1.13 Elect Director Sidney Taurel For For Management 1.14 Elect Director Peter R. Voser 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 Report on Lobbying Payments and Policy Against For Shareholder 5 Provide Right to Act by Written Consent Against For Shareholder 6 Pro-rata Vesting of Equity Awards Against For Shareholder 7 Establish Public Policy Board Committee Against Against Shareholder -------------------------------------------------------------------------------- JOHNSON & JOHNSON Ticker: JNJ Security ID: 478160104 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: FEB 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Mary Sue Coleman For For Management 1b Elect Director D. Scott Davis For For Management 1c Elect Director Ian E. L. Davis For For Management 1d Elect Director Alex Gorsky For For Management 1e Elect Director Susan L. Lindquist For For Management 1f Elect Director Mark B. McClellan For For Management 1g Elect Director Anne M. Mulcahy For Against Management 1h Elect Director William D. Perez For For Management 1i Elect Director Charles Prince For For Management 1j Elect Director A. Eugene Washington For For Management 1k Elect Director Ronald A. Williams For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Policy Regarding Overextended Directors Against Against Shareholder 5 Report on Consistency Between Against Against Shareholder Corporate Values and Political Contributions 6 Require Independent Board Chairman Against For Shareholder -------------------------------------------------------------------------------- JPMORGAN CHASE & CO. Ticker: JPM Security ID: 46625H100 Meeting Date: MAY 19, 2015 Meeting Type: Annual Record Date: MAR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Linda B. Bammann For For Management 1b Elect Director James A. Bell For For Management 1c Elect Director Crandall C. Bowles For For Management 1d Elect Director Stephen B. Burke For For Management 1e Elect Director James S. Crown For For Management 1f Elect Director James Dimon For For Management 1g Elect Director Timothy P. Flynn For For Management 1h Elect Director Laban P. Jackson, Jr. For For Management 1i Elect Director Michael A. Neal For For Management 1j Elect Director Lee R. Raymond For For Management 1k Elect Director William C. Weldon For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Amend Omnibus Stock Plan For For Management 5 Require Independent Board Chairman Against For Shareholder 6 Report on Lobbying Payments and Policy Against Against Shareholder 7 Amend Bylaws -- Call Special Meetings Against For Shareholder 8 Provide Vote Counting to Exclude Against Against Shareholder Abstentions 9 Report on Certain Vesting Program Against Against Shareholder 10 Disclosure of Recoupment Activity from Against For Shareholder Senior Officers -------------------------------------------------------------------------------- MCDONALD'S CORPORATION Ticker: MCD Security ID: 580135101 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Susan E. Arnold For For Management 1b Elect Director Stephen J. Easterbrook For For Management 1c Elect Director Robert A. Eckert For For Management 1d Elect Director Margaret (Margo) H. For For Management Georgiadis 1e Elect Director Enrique Hernandez, Jr. For For Management 1f Elect Director Jeanne P. Jackson For For Management 1g Elect Director Richard H. Lenny For For Management 1h Elect Director Walter E. Massey For For Management 1i Elect Director Andrew J. McKenna For For Management 1j Elect Director Sheila A. Penrose For For Management 1k Elect Director John W. Rogers, Jr. For For Management 1l Elect Director Roger W. Stone For For Management 1m Elect Director Miles D. White For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Pro-rata Vesting of Equity Awards Against Against Shareholder 5 Provide Right to Act by Written Consent Against For Shareholder 6 Proxy Access Against For Shareholder 7 Report on Consistency Between Against Against Shareholder Corporate Values and Political Contributions 8 Educate Public About GMO Benefits Against Against Shareholder 9 Report on Practices to Mitigate Palm Against Against Shareholder Oil Sourcing Impacts -------------------------------------------------------------------------------- MERCK & CO., INC. Ticker: MRK Security ID: 58933Y105 Meeting Date: MAY 26, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Leslie A. Brun For For Management 1b Elect Director Thomas R. Cech For For Management 1c Elect Director Kenneth C. Frazier For For Management 1d Elect Director Thomas H. Glocer For For Management 1e Elect Director William B. Harrison, Jr. For For Management 1f Elect Director C. Robert Kidder For For Management 1g Elect Director Rochelle B. Lazarus For For Management 1h Elect Director Carlos E. Represas For For Management 1i Elect Director Patricia F. Russo For For Management 1j Elect Director Craig B. Thompson For For Management 1k Elect Director Wendell P. Weeks For For Management 1l Elect Director Peter C. Wendell For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Amend Omnibus Stock Plan For For Management 5 Amend Executive Incentive Bonus Plan For For Management 6 Provide Right to Act by Written Consent Against For Shareholder 7 Pro-rata Vesting of Equity Awards Against Against Shareholder -------------------------------------------------------------------------------- METLIFE, INC. Ticker: MET Security ID: 59156R108 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Cheryl W. Grise For For Management 1.2 Elect Director Carlos M. Gutierrez For For Management 1.3 Elect Director R. Glenn Hubbard For For Management 1.4 Elect Director Steven A. Kandarian For For Management 1.5 Elect Director Alfred F. Kelly, Jr. For For Management 1.6 Elect Director Edward J. Kelly, III For For Management 1.7 Elect Director William E. Kennard For For Management 1.8 Elect Director James M. Kilts For For Management 1.9 Elect Director Catherine R. Kinney For For Management 1.10 Elect Director Denise M. Morrison For For Management 1.11 Elect Director Kenton J. Sicchitano For For Management 1.12 Elect Director Lulu C. Wang For For Management 2a Reduce Supermajority Vote Requirement For For Management to Amend Certificate of Incorporation 2b Reduce Supermajority Vote Requirement For For Management to Amend Bylaws 3 Ratify Deloitte & Touche LLP as For For Management Auditors 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- NESTLE SA Ticker: NESN Security ID: 641069406 Meeting Date: APR 16, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # 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 Discharge of Board and Senior For For Management Management 3 Approve Allocation of Income and For For Management Dividends of CHF 2.20 per Share 4.1a Reelect Peter Brabeck-Letmathe as For For Management Director 4.1b Reelect Paul Bulcke as Director For For Management 4.1c Reelect Andreas Koopmann as Director For For Management 4.1d Reelect Beat Hess as Director For For Management 4.1e Reelect Daniel Borel as Director For For Management 4.1f Reelect Steven G. Hoch as Director For For Management 4.1g Reelect Naina Lal Kidwai as Director For For Management 4.1h Reelect Jean-Pierre Roth as Director For For Management 4.1i Reelect Ann M. Veneman as Director For For Management 4.1j Reelect Henri de Castries as Director For For Management 4.1k Reelect Eva Cheng as Director For For Management 4.2.1 Elect Ruth Khasaya Oniang'o as Director For For Management 4.2.2 Elect Patrick Aebischer as Director For For Management 4.2.3 Elect Renato Fassbind as Director For For Management 4.3 Elect Peter Brabeck-Letmathe as Board For For Management Chairman 4.4.1 Appoint Beat Hess as Member of the For For Management Compensation Committee 4.4.2 Appoint Daniel Borel as Member of the For For Management Compensation Committee 4.4.3 Appoint Andreas Koopmann as Member of For For Management the Compensation Committee 4.4.4 Appoint Jean-Pierre Roth as Member of For For Management the Compensation Committee 4.5 Ratify KPMG SA as Auditors For For Management 4.6 Designate Hartmann Dreyer as For For Management Independent Proxy 5.1 Approve Maximum Remuneration of Board For For Management of Directors in the Amount of CHF 11 Million 5.2 Approve Maximum Remuneration of For For Management Executive Committee in the Amount of CHF 60 Million 6 Approve CHF 3.6 Million Reduction in For For Management Share Capital via Cancellation of Repurchased Shares 7 Additional And/or Counter-proposals For Abstain Management Presented At The Meeting -------------------------------------------------------------------------------- OCCIDENTAL PETROLEUM CORPORATION Ticker: OXY Security ID: 674599105 Meeting Date: MAY 01, 2015 Meeting Type: Annual Record Date: MAR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Spencer Abraham For For Management 1.2 Elect Director Howard I. Atkins For For Management 1.3 Elect Director Eugene L. Batchelder For For Management 1.4 Elect Director Stephen I. Chazen For For Management 1.5 Elect Director John E. Feick For For Management 1.6 Elect Director Margaret M. Foran For For Management 1.7 Elect Director Carlos M. Gutierrez For For Management 1.8 Elect Director William R. Klesse For For Management 1.9 Elect Director Avedick B. Poladian For For Management 1.10 Elect Director Elisse B. Walter For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Approve Omnibus Stock Plan For For Management 4 Ratify KPMG LLP as Auditors For For Management 5 Claw-back of Payments under Against For Shareholder Restatements 6 Adopt Proxy Access Right Against For Shareholder 7 Report on Methane and Flaring Against For Shareholder Emissions Management and Reduction Targets 8 Review and Assess Membership of Against For Shareholder Lobbying Organizations -------------------------------------------------------------------------------- ORACLE CORPORATION Ticker: ORCL Security ID: 68389X105 Meeting Date: NOV 05, 2014 Meeting Type: Annual Record Date: SEP 08, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey S. Berg For Withhold Management 1.2 Elect Director H. Raymond Bingham For Withhold Management 1.3 Elect Director Michael J. Boskin For Withhold Management 1.4 Elect Director Safra A. Catz For Withhold Management 1.5 Elect Director Bruce R. Chizen For Withhold Management 1.6 Elect Director George H. Conrades For Withhold Management 1.7 Elect Director Lawrence J. Ellison For Withhold Management 1.8 Elect Director Hector Garcia-Molina For Withhold Management 1.9 Elect Director Jeffrey O. Henley For Withhold Management 1.10 Elect Director Mark V. Hurd For Withhold Management 1.11 Elect Director Naomi O. Seligman For Withhold Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify Auditors For For Management 4 Provide Vote Counting to Exclude Against Against Shareholder Abstentions 5 Adopt Multiple Performance Metrics Against For Shareholder Under Executive Incentive Plans 6 Adopt Specific Performance Standards Against For Shareholder 7 Adopt Proxy Access Right Against For Shareholder -------------------------------------------------------------------------------- PFIZER INC. Ticker: PFE Security ID: 717081103 Meeting Date: APR 23, 2015 Meeting Type: Annual Record Date: FEB 25, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dennis A. Ausiello For For Management 1.2 Elect Director W. Don Cornwell For For Management 1.3 Elect Director Frances D. Fergusson For For Management 1.4 Elect Director Helen H. Hobbs For For Management 1.5 Elect Director James M. Kilts For For Management 1.6 Elect Director Shantanu Narayen For For Management 1.7 Elect Director Suzanne Nora Johnson For For Management 1.8 Elect Director Ian C. Read For For Management 1.9 Elect Director Stephen W. Sanger For For Management 1.10 Elect Director James C. Smith For For Management 1.11 Elect Director Marc Tessier-Lavigne 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 Review and Assess Membership of Against Against Shareholder Lobbying Organizations -------------------------------------------------------------------------------- PHILIP MORRIS INTERNATIONAL INC. Ticker: PM Security ID: 718172109 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Harold Brown For For Management 1.2 Elect Director Andre Calantzopoulos For For Management 1.3 Elect Director Louis C. Camilleri For For Management 1.4 Elect Director Werner Geissler For For Management 1.5 Elect Director Jennifer Li For For Management 1.6 Elect Director Jun Makihara For For Management 1.7 Elect Director Sergio Marchionne For For Management 1.8 Elect Director Kalpana Morparia For For Management 1.9 Elect Director Lucio A. Noto For For Management 1.10 Elect Director Frederik Paulsen For For Management 1.11 Elect Director Robert B. Polet For For Management 1.12 Elect Director Stephen M. Wolf For For Management 2 Ratify PricewaterhouseCoopers SA as For For Management Auditors 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Report on Lobbying Payments and Policy Against For Shareholder 5 Adopt Anti-Forced Labor Policy for Against Against Shareholder Tobacco Supply Chain -------------------------------------------------------------------------------- PPG INDUSTRIES, INC. Ticker: PPG Security ID: 693506107 Meeting Date: APR 16, 2015 Meeting Type: Annual Record Date: FEB 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles E. Bunch For For Management 1.2 Elect Director Michael W. Lamach For For Management 1.3 Elect Director Martin H. Richenhagen For For Management 1.4 Elect Director Thomas J. Usher For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Eliminate Supermajority Vote For For Management Requirement 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- ST. JUDE MEDICAL, INC. Ticker: STJ Security ID: 790849103 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director John W. Brown For For Management 1b Elect Director Daniel J. Starks For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Executive Incentive Bonus Plan For For Management 4 Declassify the Board of Directors For For Management 5 Ratify Ernst & Young LLP as Auditors For For Management 6 Adopt Proxy Access Right Against For Shareholder -------------------------------------------------------------------------------- TARGET CORPORATION Ticker: TGT Security ID: 87612E106 Meeting Date: JUN 10, 2015 Meeting Type: Annual Record Date: APR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Roxanne S. Austin For For Management 1b Elect Director Douglas M. Baker, Jr. For For Management 1c Elect Director Brian C. Cornell For For Management 1d Elect Director Calvin Darden For For Management 1e Elect Director Henrique De Castro For For Management 1f Elect Director Mary E. Minnick For For Management 1g Elect Director Anne M. Mulcahy For Against Management 1h Elect Director Derica W. Rice For For Management 1i Elect Director Kenneth L. Salazar For For Management 1j Elect Director John G. Stumpf 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 5 Require Independent Board Chairman Against For Shareholder 6 Cease Discrimination in Hiring, Vendor Against Against Shareholder Contracts, or Customer Relations -------------------------------------------------------------------------------- TEXAS INSTRUMENTS INCORPORATED Ticker: TXN Security ID: 882508104 Meeting Date: APR 16, 2015 Meeting Type: Annual Record Date: FEB 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Ralph W. Babb, Jr. For For Management 1b Elect Director Mark A. Blinn For For Management 1c Elect Director Daniel A. Carp For For Management 1d Elect Director Carrie S. Cox For For Management 1e Elect Director Ronald Kirk For For Management 1f Elect Director Pamela H. Patsley For For Management 1g Elect Director Robert E. Sanchez For For Management 1h Elect Director Wayne R. Sanders For For Management 1i Elect Director Ruth J. Simmons For For Management 1j Elect Director Richard K. Templeton For For Management 1k Elect Director Christine Todd Whitman For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- THE NASDAQ OMX GROUP, INC. Ticker: NDAQ Security ID: 631103108 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Charlene T. Begley For For Management 1b Elect Director Steven D. Black For For Management 1c Elect Director Borje E. Ekholm For For Management 1d Elect Director Robert Greifeld For For Management 1e Elect Director Glenn H. Hutchins For For Management 1f Elect Director Essa Kazim For For Management 1g Elect Director Thomas A. Kloet For For Management 1h Elect Director John D. Markese For For Management 1i Elect Director Ellyn A. McColgan For For Management 1j Elect Director Michael R. Splinter For For Management 1k Elect Director Lars R. Wedenborn For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Amend Executive Incentive Bonus Plan For For Management 5 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- THE TRAVELERS COMPANIES, INC. Ticker: TRV Security ID: 89417E109 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Alan L. Beller For For Management 1b Elect Director John H. Dasburg For For Management 1c Elect Director Janet M. Dolan For For Management 1d Elect Director Kenneth M. Duberstein For For Management 1e Elect Director Jay S. Fishman For For Management 1f Elect Director Patricia L. Higgins For For Management 1g Elect Director Thomas R. Hodgson For For Management 1h Elect Director William J. Kane For For Management 1i Elect Director Cleve L. Killingsworth For For Management Jr. 1j Elect Director Philip T. (Pete) For For Management Ruegger, III 1k Elect Director Donald J. Shepard For For Management 1l Elect Director Laurie J. Thomsen For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Report on Political Contributions Against For Shareholder -------------------------------------------------------------------------------- THERMO FISHER SCIENTIFIC INC. Ticker: TMO Security ID: 883556102 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 27, 2015 # 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 C. Martin Harris For For Management 1d Elect Director Tyler Jacks For For Management 1e Elect Director Judy C. Lewent For For Management 1f Elect Director Thomas J. Lynch For For Management 1g Elect Director Jim P. Manzi For For Management 1h Elect Director William G. Parrett For For Management 1i Elect Director Lars R. Sorensen For For Management 1j Elect Director Scott M. Sperling For For Management 1k Elect Director Elaine S. Ullian For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- TIME WARNER INC. Ticker: TWX Security ID: 887317303 Meeting Date: JUN 19, 2015 Meeting Type: Annual Record Date: APR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director James L. Barksdale For For Management 1b Elect Director William P. Barr For For Management 1c Elect Director Jeffrey L. Bewkes For For Management 1d Elect Director Stephen F. Bollenbach For For Management 1e Elect Director Robert C. Clark For For Management 1f Elect Director Mathias Dopfner For For Management 1g Elect Director Jessica P. Einhorn For For Management 1h Elect Director Carlos M. Gutierrez For For Management 1i Elect Director Fred Hassan For For Management 1j Elect Director Kenneth J. Novack For For Management 1k Elect Director Paul D. Wachter For For Management 1l Elect Director Deborah C. Wright For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Provide Right to Act by Written Consent Against For Shareholder 5 Board Oversight of Tobacco Use Against Against Shareholder Depicted in Products 6 Adopt Quantitative GHG Goals for Against Against Shareholder Operations -------------------------------------------------------------------------------- TYCO INTERNATIONAL LTD. Ticker: TYC Security ID: H89128104 Meeting Date: SEP 09, 2014 Meeting Type: Special Record Date: JUL 25, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Change Jurisdiction of Incorporation For For Management [from Switzerland to Ireland] 2 Approve Creation of Distributable For For Management Reserves -------------------------------------------------------------------------------- TYCO INTERNATIONAL PUBLIC LIMITED COMPANY Ticker: TYC Security ID: G91442106 Meeting Date: MAR 04, 2015 Meeting Type: Annual Record Date: JAN 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Edward D. Breen For For Management 1b Elect Director Herman E. Bulls For For Management 1c Elect Director Michael E. Daniels For For Management 1d Elect Director Frank M. Drendel For For Management 1e Elect Director Brian Duperreault For For Management 1f Elect Director Rajiv L. Gupta For For Management 1g Elect Director George R. Oliver For For Management 1h Elect Director Brendan R. O'Neill For For Management 1i Elect Director Jurgen Tinggren For For Management 1j Elect Director Sandra S. Wijnberg For For Management 1k Elect Director R. David Yost For For Management 2a Ratify Deloitte & Touche LLP as For For Management Auditors 2b Authorize Board to Fix Remuneration of For For Management Auditors 3 Authorize Share Repurchase Program For For Management 4 Determine Price Range for Reissuance For For Management of Treasury Shares 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- U.S. BANCORP Ticker: USB Security ID: 902973304 Meeting Date: APR 21, 2015 Meeting Type: Annual Record Date: FEB 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1a Elect Director Douglas M. Baker, Jr. For For Management 1.1b Elect Director Arthur D. Collins, Jr. For For Management 1.1c Elect Director Richard K. Davis For For Management 1.1d Elect Director Kimberly J. Harris For For Management 1.1e Elect Director Roland A. Hernandez For For Management 1.1f Elect Director Doreen Woo Ho For For Management 1.1g Elect Director Joel W. Johnson For For Management 1.1h Elect Director Olivia F. Kirtley For For Management 1.1i Elect Director Jerry W. Levin For For Management 1.1j Elect Director David B. O'Maley For For Management 1.1k Elect Director O'dell M. Owens For For Management 1.1l Elect Director Craig D. Schnuck For For Management 1.1m Elect Director Patrick T. Stokes For For Management 1.1n Elect Director Scott W. Wine For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- UNITED TECHNOLOGIES CORPORATION Ticker: UTX Security ID: 913017109 Meeting Date: APR 27, 2015 Meeting Type: Annual Record Date: MAR 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director John V. Faraci For For Management 1b Elect Director Jean-Pierre Garnier For For Management 1c Elect Director Gregory J. Hayes For For Management 1d Elect Director Edward A. Kangas For For Management 1e Elect Director Ellen J. Kullman For For Management 1f Elect Director Marshall O. Larsen For For Management 1g Elect Director Harold McGraw, III For For Management 1h Elect Director Richard B. Myers For For Management 1i Elect Director H. Patrick Swygert For For Management 1j Elect Director Andre Villeneuve For For Management 1k Elect Director Christine Todd Whitman For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- VERIZON COMMUNICATIONS INC. Ticker: VZ Security ID: 92343V104 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Shellye L. Archambeau For For Management 1.2 Elect Director Mark T. Bertolini For For Management 1.3 Elect Director Richard L. Carrion For For Management 1.4 Elect Director Melanie L. Healey For For Management 1.5 Elect Director M. Frances Keeth For For Management 1.6 Elect Director Lowell C. McAdam For For Management 1.7 Elect Director Donald T. Nicolaisen For For Management 1.8 Elect Director Clarence Otis, Jr. For For Management 1.9 Elect Director Rodney E. Slater For For Management 1.10 Elect Director Kathryn A. Tesija For For Management 1.11 Elect Director Gregory D. Wasson 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 Net Neutrality Against Against Shareholder 5 Report on Indirect Political Against For Shareholder Contributions 6 Submit Severance Agreement Against For Shareholder (Change-in-Control) to Shareholder Vote 7 Stock Retention/Holding Period Against Against Shareholder 8 Provide Right to Act by Written Consent Against For Shareholder ========== 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): ROBIN STELMACH* ---------------------------------------------- Robin Stelmach, Principal Executive Officer & President Date: August 26, 2015 *By (Signature and Title) /s/ Susan A. Pereira ---------------------------------------------- Susan A. Pereira, as attorney-in-fact * Executed by Susan A. Pereira on behalf of Robin Stelmach pursuant to a Power of Attorney dated October 1, 2014. (1) (1) Incorporated by reference to MFS Institutional Trust (File Nos. 33-37615 and 811-06174) Post-Effective Amendment No. 38 filed with the SEC via EDGAR on October 27, 2014.