================================================================================ 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 S. Newton 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, 2012 - June 30, 2013 ================================================================================ ITEM 1. PROXY VOTING RECORD. ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-05912 Reporting Period: 07/01/2012 - 06/30/2013 MFS Special Value Trust =========================== MFS Special Value Trust ============================ 3M COMPANY Ticker: MMM Security ID: 88579Y101 Meeting Date: MAY 14, 2013 Meeting Type: Annual Record Date: MAR 15, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Linda G. Alvarado For For Management 1b Elect Director Vance D. Coffman For For Management 1c Elect Director Michael L. Eskew For For Management 1d Elect Director W. James Farrell For For Management 1e Elect Director Herbert L. Henkel For For Management 1f Elect Director Muhtar Kent For For Management 1g Elect Director Edward M. Liddy For For Management 1h Elect Director Robert S. Morrison For For Management 1i Elect Director Aulana L. Peters For For Management 1j Elect Director Inge G. Thulin For For Management 1k Elect Director Robert J. Ulrich For For Management 2 Ratify 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 Study Feasibility of Prohibiting Against Against Shareholder Political Contributions -------------------------------------------------------------------------------- ABBOTT LABORATORIES Ticker: ABT Security ID: 002824100 Meeting Date: APR 26, 2013 Meeting Type: Annual Record Date: FEB 27, 2013 # 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 Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Label and Eliminate GMO Ingredients in Against Against Shareholder Products 5 Report on Lobbying Payments and Policy Against For Shareholder 6 Require Independent Board Chairman Against Against Shareholder 7 Stock Retention/Holding Period Against Against Shareholder 8 Cease Compliance Adjustments to Against Against Shareholder Performance Criteria 9 Pro-rata Vesting of Equity Awards Against For Shareholder -------------------------------------------------------------------------------- ACCENTURE PLC Ticker: ACN Security ID: G1151C101 Meeting Date: FEB 06, 2013 Meeting Type: Annual Record Date: DEC 11, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2.1 Elect Director William L. Kimsey For For Management 2.2 Elect Director Robert I. Lipp For For Management 2.3 Elect Director Pierre Nanterme For For Management 2.4 Elect Director Gilles C. Pelisson For For Management 2.5 Elect Director Wulf von Schimmelmann For For Management 3 Approve Auditors and Authorize Board For For Management to Fix Their Remuneration 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Amend 2010 Share Incentive Plan For Against Management 6 Authorize the Holding of the 2014 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 9 Report on Lobbying Payments and Policy Against For Shareholder -------------------------------------------------------------------------------- ACCURIDE CORPORATION Ticker: ACW Security ID: 00439T206 Meeting Date: MAY 28, 2013 Meeting Type: Annual Record Date: APR 17, 2013 # 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 Robert E. Davis For For Management 1.4 Elect Director Richard F. Dauch 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 Auditors For For Management 3 Adopt, Renew or Amend Shareholder For For Management Rights Plan (Poison Pill) 4 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- AT&T INC. Ticker: T Security ID: 00206R102 Meeting Date: APR 26, 2013 Meeting Type: Annual Record Date: FEB 27, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Randall L. Stephenson For For Management 1.2 Elect Director Gilbert F. Amelio For For Management 1.3 Elect Director Reuben V. Anderson For For Management 1.4 Elect Director James H. Blanchard For For Management 1.5 Elect Director Jaime Chico Pardo For For Management 1.6 Elect Director Scott T. Ford For For Management 1.7 Elect Director James P. Kelly For For Management 1.8 Elect Director Jon C. Madonna For For Management 1.9 Elect Director Michael B. McCallister For For Management 1.10 Elect Director John B. McCoy For For Management 1.11 Elect Director Joyce M. Roche For For Management 1.12 Elect Director Matthew K. Rose For For Management 1.13 Elect Director Laura D'Andrea Tyson For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Stock Purchase and Deferral Plan For For Management 5 Report on Political Contributions Against For Shareholder 6 Report on Reducing Lead Battery Health Against For Shareholder Hazards 7 Submit Severance Agreement Against Against Shareholder (Change-in-Control) to Shareholder Vote 8 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- BLACKROCK, INC. Ticker: BLK Security ID: 09247X101 Meeting Date: MAY 30, 2013 Meeting Type: Annual Record Date: APR 03, 2013 # 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 Dennis D. Dammerman For For Management 1d Elect Director Jessica P. Einhorn For For Management 1e Elect Director Fabrizio Freda For For Management 1f Elect Director David H. Komansky For For Management 1g Elect Director James E. Rohr For For Management 1h Elect Director Susan L. Wagner For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- DANAHER CORPORATION Ticker: DHR Security ID: 235851102 Meeting Date: MAY 07, 2013 Meeting Type: Annual Record Date: MAR 08, 2013 # 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 Teri List-Stoll For For Management 1.4 Elect Director Walter G. Lohr, Jr. For For Management 1.5 Elect Director Steven M. Rales For For Management 1.6 Elect Director John T. Schwieters For For Management 1.7 Elect Director Alan G. Spoon For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Stock Retention/Holding Period Against Against Shareholder 6 Report on Political Contributions Against For Shareholder -------------------------------------------------------------------------------- DELPHI AUTOMOTIVE PLC Ticker: DLPH Security ID: G27823106 Meeting Date: APR 25, 2013 Meeting Type: Annual Record Date: FEB 26, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Reelect Gary L. Cowger as a Director For For Management 1.2 Reelect Nicholas M. Donofrio as a For For Management Director 1.3 Reelect Mark P. Frissora as a Director For For Management 1.4 Reelect Rajiv L. Gupta as a Director For For Management 1.5 Reelect John A. Krol as a Director For For Management 1.6 Reelect J. Randall MacDonald as a For For Management Director 1.7 Reelect Sean O. Mahoney as a Director For For Management 1.8 Reelect Rodney O'Neal as a Director For For Management 1.9 Reelect Thomas W. Sidlik as a Director For For Management 1.10 Reelect Bernd Wiedemann as a Director For For Management 1.11 Reelect Lawrence A. Zimmerman as a For For Management Director 2 Ratify Ernst & Young LLP as Auditors For For Management and Authorize Board to Fix Their Remuneration 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- DIAGEO PLC Ticker: DGEL Security ID: 25243Q205 Meeting Date: OCT 17, 2012 Meeting Type: Annual Record Date: SEP 04, 2012 # 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 Final Dividend For For Management 4 Re-elect Peggy Bruzelius as Director For For Management 5 Re-elect Laurence Danon as Director For For Management 6 Re-elect Lord Davies of Abersoch as For For Management Director 7 Re-elect Betsy Holden as Director For For Management 8 Re-elect Dr Franz Humer as Director For For Management 9 Re-elect Deirdre Mahlan as Director For For Management 10 Re-elect Philip Scott as Director For For Management 11 Re-elect Todd Stitzer as Director For For Management 12 Re-elect Paul Walsh as Director For For Management 13 Elect Ho KwonPing as Director For For Management 14 Elect Ivan Menezes as Director For For Management 15 Reappoint KPMG Audit plc as Auditors For For Management 16 Authorise Board to Fix Remuneration of For For Management Auditors 17 Authorise Issue of Equity with For For Management Pre-emptive Rights 18 Authorise Issue of Equity without For For Management Pre-emptive Rights 19 Authorise Market Purchase of Ordinary For For Management Shares 20 Authorise EU Political Donations and For For Management Expenditure 21 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- EATON CORPORATION Ticker: ETN Security ID: 278058102 Meeting Date: OCT 26, 2012 Meeting Type: Special Record Date: SEP 13, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Approve Reduction of Capital of New For For Management Eaton to Allow Creation of Distributable Reserves of New Eaton which are Required Under Irish Law to Allow New Eaton to Make Distributions and to Pay Dividends and Repurchase or Redeem Shares 3 Advisory Vote on Golden Parachutes For Against Management 4 Adjourn Meeting For For Management -------------------------------------------------------------------------------- EXXON MOBIL CORPORATION Ticker: XOM Security ID: 30231G102 Meeting Date: MAY 29, 2013 Meeting Type: Annual Record Date: APR 04, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director M.J. Boskin For For Management 1.2 Elect Director P. Brabeck-Letmathe For For Management 1.3 Elect Director U.M. Burns For For Management 1.4 Elect Director L.R. Faulkner For For Management 1.5 Elect Director J.S. Fishman For For Management 1.6 Elect Director H.H. Fore For For Management 1.7 Elect Director K.C. Frazier For For Management 1.8 Elect Director W.W. George For For Management 1.9 Elect Director S.J. Palmisano For For Management 1.10 Elect Director S.S. Reinemund For For Management 1.11 Elect Director R.W. Tillerson For For Management 1.12 Elect Director W.C. Weldon For For Management 1.13 Elect Director E.E. Whitacre, Jr. For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Require Independent Board Chairman Against Against Shareholder 5 Require a Majority Vote for the Against For Shareholder Election of Directors 6 Limit Directors to a Maximum of Three Against Against Shareholder Board Memberships in Companies with Sales over $500 Million Annually 7 Report on Lobbying Payments and Policy Against For Shareholder 8 Study Feasibility of Prohibiting Against Against Shareholder Political Contributions 9 Adopt Sexual Orientation Anti-bias Against Against Shareholder Policy 10 Report on Management of Hydraulic Against For Shareholder Fracturing Risks and Opportunities 11 Adopt Quantitative GHG Goals for Against Against Shareholder Products and Operations -------------------------------------------------------------------------------- GENERAL MILLS, INC. Ticker: GIS Security ID: 370334104 Meeting Date: SEP 24, 2012 Meeting Type: Annual Record Date: JUL 26, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Bradbury H. Anderson For For Management 2 Elect Director R. Kerry Clark For For Management 3 Elect Director Paul Danos For For Management 4 Elect Director William T. Esrey For For Management 5 Elect Director Raymond V. Gilmartin For For Management 6 Elect Director Judith Richards Hope For For Management 7 Elect Director Heidi G. Miller For For Management 8 Elect Director Hilda Ochoa-Brillembourg For For Management 9 Elect Director Steve Odland For For Management 10 Elect Director Kendall J. Powell For For Management 11 Elect Director Michael D. Rose For For Management 12 Elect Director Robert L. Ryan For For Management 13 Elect Director Dorothy A. Terrell For For Management 14 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 15 Ratify Auditors For For Management -------------------------------------------------------------------------------- INTERNATIONAL BUSINESS MACHINES CORPORATION Ticker: IBM Security ID: 459200101 Meeting Date: APR 30, 2013 Meeting Type: Annual Record Date: MAR 01, 2013 # 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 Shirley Ann Jackson For For Management 1.7 Elect Director Andrew N. Liveris For For Management 1.8 Elect Director W. James McNerney, Jr. For For Management 1.9 Elect Director James W. Owens For For Management 1.10 Elect Director Virginia M. Rometty For For Management 1.11 Elect Director Joan E. Spero For For Management 1.12 Elect Director Sidney Taurel For For Management 1.13 Elect Director Lorenzo H. Zambrano For For Management 2 Ratify Auditors For For Management 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 Require Independent Board Chairman Against Against Shareholder 7 Stock Retention/Holding Period Against Against Shareholder -------------------------------------------------------------------------------- JOHNSON & JOHNSON Ticker: JNJ Security ID: 478160104 Meeting Date: APR 25, 2013 Meeting Type: Annual Record Date: FEB 26, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mary Sue Coleman For For Management 1.2 Elect Director James G. Cullen For For Management 1.3 Elect Director Ian E.L. Davis For For Management 1.4 Elect Director Alex Gorsky For For Management 1.5 Elect Director Michael M.E. Johns For For Management 1.6 Elect Director Susan L. Lindquist For For Management 1.7 Elect Director Anne M. Mulcahy For Against Management 1.8 Elect Director Leo F. Mullin For For Management 1.9 Elect Director William D. Perez For For Management 1.10 Elect Director Charles Prince For For Management 1.11 Elect Director A. Eugene Washington For For Management 1.12 Elect Director Ronald A. Williams For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management 4 Stock Retention/Holding Period Against Against Shareholder 5 Screen Political Contributions for Against Against Shareholder Consistency with Corporate Values 6 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- JPMORGAN CHASE & CO. Ticker: JPM Security ID: 46625H100 Meeting Date: MAY 21, 2013 Meeting Type: Annual Record Date: MAR 22, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director James A. Bell For For Management 1b Elect Director Crandall C.Bowles For For Management 1c Elect Director Stephen B. Burke For For Management 1d Elect Director David M. Cote 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 Ellen V. Futter For Against Management 1i Elect Director Laban P. Jackson, Jr. For For Management 1j Elect Director Lee R. Raymond For For Management 1k Elect Director William C. Weldon For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Provide Right to Act by Written Consent For For Management 5 Amend Executive Incentive Bonus Plan For For Management 6 Require Independent Board Chairman Against Against Shareholder 7 Stock Retention/Holding Period Against Against Shareholder 8 Institute Procedures to Prevent Against Against Shareholder Investments in Companies that Contribute to Genocide or Crimes Against Humanity 9 Report on Lobbying Payments and Policy Against Against Shareholder -------------------------------------------------------------------------------- LOCKHEED MARTIN CORPORATION Ticker: LMT Security ID: 539830109 Meeting Date: APR 25, 2013 Meeting Type: Annual Record Date: MAR 01, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Nolan D. Archibald For For Management 1.2 Elect Director Rosalind G. Brewer For For Management 1.3 Elect Director David B. Burritt For For Management 1.4 Elect Director James O. Ellis, Jr. For For Management 1.5 Elect Director Thomas J. Falk For For Management 1.6 Elect Director Marillyn A. Hewson For For Management 1.7 Elect Director Gwendolyn S. King For For Management 1.8 Elect Director James M. Loy For For Management 1.9 Elect Director Douglas H. McCorkindale For For Management 1.10 Elect Director Joseph W. Ralston For For Management 1.11 Elect Director Anne Stevens For For Management 1.12 Elect Director Robert J. Stevens For For Management 2 Ratify 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 Require Independent Board Chairman Against Against Shareholder 6 Report on Lobbying Payments and Policy Against Against Shareholder -------------------------------------------------------------------------------- METLIFE, INC. Ticker: MET Security ID: 59156R108 Meeting Date: APR 23, 2013 Meeting Type: Annual Record Date: MAR 01, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director R. Glenn Hubbard For For Management 1.2 Elect Director Steven A. Kandarian For For Management 1.3 Elect Director John M. Keane For For Management 1.4 Elect Director Alfred F. Kelly, Jr. For For Management 1.5 Elect Director James M. Kilts For For Management 1.6 Elect Director Catherine R. Kinney For For Management 1.7 Elect Director Hugh B. Price For For Management 1.8 Elect Director Kenton J. Sicchitano For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- NEW YOUNG BROADCASTING HOLDINGS CO. INC. Ticker: YBTVQ Security ID: 650151103 Meeting Date: MAR 04, 2013 Meeting Type: Annual Record Date: FEB 18, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director H.C Charles Diao For For Management 2 Elect Director Soo Kim For For Management 3 Elect Director Howard Schrott For For Management 4 Elect Director Kevin Shea For For Management 5 Elect Director Thomas J. Sullivan For For Management -------------------------------------------------------------------------------- OCCIDENTAL PETROLEUM CORPORATION Ticker: OXY Security ID: 674599105 Meeting Date: MAY 03, 2013 Meeting Type: Annual Record Date: MAR 13, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Spencer Abraham For Against Management 1.2 Elect Director Howard I. Atkins For Against Management 1.3 Elect Director Stephen I. Chazen For For Management 1.4 Elect Director Edward P. Djerejian For Against Management 1.5 Elect Director John E. Feick For Against Management 1.6 Elect Director Margaret M. Foran For Against Management 1.7 Elect Director Carlos M. Gutierrez For Against Management 1.8 Elect Director Ray R. Irani For Against Management 1.9 Elect Director Avedick B. Poladian For Against Management 1.10 Elect Director Aziz D. Syriani For Against Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify Auditors For For Management 4 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- ORACLE CORPORATION Ticker: ORCL Security ID: 68389X105 Meeting Date: NOV 07, 2012 Meeting Type: Annual Record Date: SEP 10, 2012 # 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 Donald L. Lucas For Withhold Management 1.12 Elect Director Naomi O. Seligman For Withhold Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Amend Non-Employee Director Stock For Against Management Option Plan 4 Ratify Auditors For For Management 5 Adopt Multiple Performance Metrics Against Against Shareholder Under Executive Incentive Plans 6 Require Independent Board Chairman Against For Shareholder 7 Adopt Retention Ratio for Against Against Shareholder Executives/Directors 8 Pro-rata Vesting of Equity Awards Against Against Shareholder -------------------------------------------------------------------------------- PFIZER INC. Ticker: PFE Security ID: 717081103 Meeting Date: APR 25, 2013 Meeting Type: Annual Record Date: FEB 27, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dennis A. Ausiello For For Management 1.2 Elect Director M. Anthony Burns For For Management 1.3 Elect Director W. Don Cornwell For For Management 1.4 Elect Director Frances D. Fergusson For For Management 1.5 Elect Director William H. Gray, III For For Management 1.6 Elect Director Helen H. Hobbs For For Management 1.7 Elect Director Constance J. Horner For For Management 1.8 Elect Director James M. Kilts For For Management 1.9 Elect Director George A. Lorch For For Management 1.10 Elect Director Suzanne Nora Johnson For For Management 1.11 Elect Director Ian C. Read For For Management 1.12 Elect Director Stephen W. Sanger For For Management 1.13 Elect Director Marc Tessier-Lavigne For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Stock Retention/Holding Period Against Against Shareholder 5 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- PHILIP MORRIS INTERNATIONAL INC. Ticker: PM Security ID: 718172109 Meeting Date: MAY 08, 2013 Meeting Type: Annual Record Date: MAR 15, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Harold Brown For For Management 1.2 Elect Director Mathis Cabiallavetta For For Management 1.3 Elect Director Andre Calantzopoulos For For Management 1.4 Elect Director Louis C. Camilleri For For Management 1.5 Elect Director J. Dudley Fishburn For For Management 1.6 Elect Director Jennifer Li For For Management 1.7 Elect Director Graham Mackay For For Management 1.8 Elect Director Sergio Marchionne For For Management 1.9 Elect Director Kalpana Morparia For For Management 1.10 Elect DirectorLucio A. Noto For For Management 1.11 Elect Director Robert B. Polet For For Management 1.12 Elect Director Carlos Slim Helu For For Management 1.13 Elect Director Stephen M. Wolf For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- PPG INDUSTRIES, INC. Ticker: PPG Security ID: 693506107 Meeting Date: APR 18, 2013 Meeting Type: Annual Record Date: FEB 22, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James G. Berges For For Management 1.2 Elect Director John V. Faraci For For Management 1.3 Elect Director Victoria F. Haynes For For Management 1.4 Elect Director Martin H. Richenhagen For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Declassify the Board of Directors For For Management 4 Ratify Auditors For For Management 5 Reduce Supermajority Vote Requirement Against For Shareholder -------------------------------------------------------------------------------- ST. JUDE MEDICAL, INC. Ticker: STJ Security ID: 790849103 Meeting Date: MAY 02, 2013 Meeting Type: Annual Record Date: MAR 05, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Stuart M. Essig For For Management 1b Elect Director Barbara B. Hill For For Management 1c Elect Director Michael A. Rocca For For Management 2 Declassify the Board of Directors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- TARGET CORPORATION Ticker: TGT Security ID: 87612E106 Meeting Date: JUN 12, 2013 Meeting Type: Annual Record Date: APR 15, 2013 # 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 Henrique De Castro For For Management 1d Elect Director Calvin Darden For For Management 1e Elect Director Mary N. Dillon For For Management 1f Elect Director James A. Johnson For For Management 1g Elect Director Mary E. Minnick For For Management 1h Elect Director Anne M. Mulcahy For For Management 1i Elect Director Derica W. Rice For For Management 1j Elect Director Gregg W. Steinhafel For For Management 1k Elect Director John G. Stumpf For For Management 1l Elect Director Solomon D. Trujillo For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Require Independent Board Chairman Against Against Shareholder 5 Report on Electronics Recycling and Against Against Shareholder Preventing E-Waste Export -------------------------------------------------------------------------------- THE BANK OF NEW YORK MELLON CORPORATION Ticker: BK Security ID: 064058100 Meeting Date: APR 09, 2013 Meeting Type: Annual Record Date: FEB 11, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ruth E. Bruch For For Management 1.2 Elect Director Nicholas M. Donofrio For For Management 1.3 Elect Director Gerald L. Hassell For For Management 1.4 Elect Director Edmund F. 'Ted' Kelly For For Management 1.5 Elect Director Richard J. Kogan For For Management 1.6 Elect Director Michael J. Kowalski For For Management 1.7 Elect Director John A. Luke, Jr. For For Management 1.8 Elect Director Mark A. Nordenberg For For Management 1.9 Elect Director Catherine A. Rein For For Management 1.10 Elect Director William C. Richardson For For Management 1.11 Elect Director Samuel C. Scott, III For For Management 1.12 Elect Director Wesley W. von Schack For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- THE TRAVELERS COMPANIES, INC. Ticker: TRV Security ID: 89417E109 Meeting Date: MAY 22, 2013 Meeting Type: Annual Record Date: MAR 25, 2013 # 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 Donald J. Shepard For For Management 1k Elect Director Laurie J. Thomsen For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Authorize New Class of Preferred Stock For For Management 5 Report on Political Contributions Against For Shareholder -------------------------------------------------------------------------------- THE WESTERN UNION COMPANY Ticker: WU Security ID: 959802109 Meeting Date: MAY 30, 2013 Meeting Type: Annual Record Date: APR 01, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Dinyar S. Devitre For For Management 2 Elect Director Betsy D. Holden For For Management 3 Elect Director Wulf von Schimmelmann For For Management 4 Elect Director Solomon D. Trujillo For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Ratify Auditors For For Management 7 Provide Right to Call Special Meeting For For Management 8 Require Consistency with Corporate Against Against Shareholder Values and Report on Political Contributions -------------------------------------------------------------------------------- TYCO INTERNATIONAL LTD. Ticker: TYC Security ID: H89128104 Meeting Date: SEP 14, 2012 Meeting Type: Special Record Date: JUL 23, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Special Dividends For For Management 2 Approve Special Dividends For For Management 3.1 Elect George R. Oliver as Director For For Management 3.2 Elect Frank M. Drendel as Director For For Management 4 Approve Dividends For For Management 5 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- TYCO INTERNATIONAL LTD. Ticker: TYC Security ID: H89128104 Meeting Date: MAR 06, 2013 Meeting Type: Annual Record Date: JAN 07, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Discharge of Board and Senior For For Management Management 3.1 Elect Director Edward D. Breen For For Management 3.2 Elect Director Michael E. Daniels For For Management 3.3 Elect Director Frank M. Drendel For For Management 3.4 Elect Director Brian Duperreault For For Management 3.5 Elect Director Rajiv L. Gupta For For Management 3.6 Elect Director John A. Krol For For Management 3.7 Elect Director George R. Oliver For For Management 3.8 Elect Director Brendan R. O'Neill For For Management 3.9 Elect Director Sandra S. Wijnberg For For Management 3.10 Elect Director R. David Yost For For Management 4a Ratify Deloitte AG as Auditors For For Management 4b Appoint Deloitte & Touche LLP as For For Management Independent Registered Public Accounting Firm for Fiscal 2012/2013 4c Ratify PricewaterhouseCoopers AG as For For Management Special Auditors 5a Approve Allocation of Income For For Management 5b Approve Ordinary Cash Dividend For For Management 6 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 7 Renew Authorized Capital For For Management 8 Approve Reduction in Share Capital For For Management -------------------------------------------------------------------------------- UNITED TECHNOLOGIES CORPORATION Ticker: UTX Security ID: 913017109 Meeting Date: APR 29, 2013 Meeting Type: Annual Record Date: MAR 01, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Louis R. Chenevert For For Management 1b Elect Director John V. Faraci For For Management 1c Elect Director Jean-Pierre Garnier For For Management 1d Elect Director Jamie S. Gorelick For For Management 1e Elect Director Edward A. Kangas For For Management 1f Elect Director Ellen J. Kullman For For Management 1g Elect Director Marshall O. Larsen For For Management 1h Elect Director Harold McGraw, III For For Management 1i Elect Director Richard B. Myers For For Management 1j Elect Director H. Patrick Swygert For For Management 1k Elect Director Andre Villeneuve For For Management 1l Elect Director Christine Todd Whitman For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- VERIZON COMMUNICATIONS INC. Ticker: VZ Security ID: 92343V104 Meeting Date: MAY 02, 2013 Meeting Type: Annual Record Date: MAR 04, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard L. Carrion For For Management 1.2 Elect Director Melanie L. Healey For For Management 1.3 Elect Director M. Frances Keeth For For Management 1.4 Elect Director Robert W. Lane For For Management 1.5 Elect Director Lowell C. McAdam For For Management 1.6 Elect Director Sandra O. Moose For For Management 1.7 Elect Director Joseph Neubauer For For Management 1.8 Elect Director Donald T. Nicolaisen For For Management 1.9 Elect Director Clarence Otis, Jr. For For Management 1.10 Elect Director Hugh B. Price For For Management 1.11 Elect Director Rodney E. Slater For For Management 1.12 Elect Director Kathryn A. Tesija For For Management 1.13 Elect Director Gregory D. Wasson For For Management 2 Ratify 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 Commit to Wireless Network Neutrality Against Against Shareholder 6 Report on Lobbying Payments and Policy Against For Shareholder 7 Adopt Proxy Access Right Against For Shareholder 8 Submit Severance Agreement Against Against Shareholder (Change-in-Control) to Shareholder Vote 9 Amend Articles/Bylaws/Charter- Call Against For Shareholder Special Meetings 10 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- VODAFONE GROUP PLC Ticker: VOD Security ID: 92857W209 Meeting Date: JUL 24, 2012 Meeting Type: Annual Record Date: JUN 01, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Re-elect Gerard Kleisterlee as Director For For Management 3 Re-elect Vittorio Colao as Director For For Management 4 Re-elect Andy Halford as Director For For Management 5 Re-elect Stephen Pusey as Director For For Management 6 Re-elect Renee James as Director For For Management 7 Re-elect Alan Jebson as Director For For Management 8 Re-elect Samuel Jonah as Director For For Management 9 Re-elect Nick Land as Director For For Management 10 Re-elect Anne Lauvergeon as Director For For Management 11 Re-elect Luc Vandevelde as Director For For Management 12 Re-elect Anthony Watson as Director For For Management 13 Re-elect Philip Yea as Director For For Management 14 Approve Final Dividend For For Management 15 Approve Remuneration Report For For Management 16 Reappoint Deloitte LLP as Auditors For For Management 17 Authorise the Audit and Risk Committee For For Management to Fix Remuneration of 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 Authorise the Company to Call EGM with For For Management Two Weeks' Notice ========== 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): JOHN M. CORCORAN* ----------------------------------------- John M. Corcoran, Principal Executive Officer & President Date: August 16, 2013 *By (Signature and Title) /s/ Susan S. Newton ----------------------------------------- Susan S. Newton, as attorney-in-fact * Executed by Susan S. Newton on behalf of John M. Corcoran pursuant to a Power of Attorney dated July 8th, 2013. (1) (1) Incorporated by reference to MFS Municipal Series Trust (File Nos. 2-92915 and 811-4096) Post-Effective Amendment No. 56 filed with the SEC via EDGAR on July 26, 2013.