================================================================================ 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 811-5912 -------------------------------------------------------------------------------- MFS SPECIAL VALUE TRUST -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) 500 Boylston Street, Boston, Massachusetts 02116 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Susan S. Newton Massachusetts Financial Services Company 500 Boylston Street Boston, Massachusetts 02116 -------------------------------------------------------------------------------- (Name and address of agents for service) Registrant's telephone number, including area code: (617) 954-5000 -------------------------------------------------------------------------------- Date of fiscal year end: October 31 -------------------------------------------------------------------------------- Date of reporting period: July 1, 2011 - June 30, 2012 ================================================================================ ITEM 1. PROXY VOTING RECORD. ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-05912 Reporting Period: 07/01/2011 - 06/30/2012 MFS Special Value Trust =========================== MFS Special Value Trust ============================ 3M COMPANY Ticker: MMM Security ID: 88579Y101 Meeting Date: MAY 08, 2012 Meeting Type: Annual Record Date: MAR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Linda G. Alvarado For For Management 2 Elect Director Vance D. Coffman For For Management 3 Elect Director Michael L. Eskew For For Management 4 Elect Director W. James Farrell For For Management 5 Elect Director Herbert L. Henkel For For Management 6 Elect Director Edward M. Liddy For For Management 7 Elect Director Robert S. Morrison For For Management 8 Elect Director Aulana L. Peters For For Management 9 Elect Director Inge G. Thulin For For Management 10 Elect Director Robert J. Ulrich For For Management 11 Ratify Auditors For For Management 12 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 13 Amend Qualified Employee Stock For Against Management Purchase Plan 14 Amend Omnibus Stock Plan For Against Management 15 Report on Lobbying Payments and Policy Against For Shareholder 16 Prohibit Political Contributions Against Against Shareholder 17 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- ABBOTT LABORATORIES Ticker: ABT Security ID: 002824100 Meeting Date: APR 27, 2012 Meeting Type: Annual Record Date: FEB 29, 2012 # 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 For 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 Report on Research Animal Care and Against Against Shareholder Promotion of Testing Alternatives 5 Report on Lobbying Payments and Policy Against For Shareholder 6 Require Independent Board Chairman Against Against Shareholder 7 Adopt Anti Gross-up Policy Against Against Shareholder 8 Stock Retention/Holding Period Against Against Shareholder 9 Cease Compliance Adjustments to Against Against Shareholder Performance Criteria 10 Pro-rata Vesting of Equity Plans Against Against Shareholder -------------------------------------------------------------------------------- ACCURIDE CORPORATION Ticker: ACW Security ID: 00439T206 Meeting Date: APR 24, 2012 Meeting Type: Annual Record Date: MAR 15, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Keith E. Busse For Withhold Management 1.2 Elect Director Richard F. Dauch For Withhold Management 1.3 Elect Director Benjamin C. Duster, IV For Withhold Management 1.4 Elect Director Lewis M. Kling For For Management 1.5 Elect Director Stephen S. Ledoux For Withhold Management 1.6 Elect Director John W. Risner For Withhold Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- AIRGAS, INC. Ticker: ARG Security ID: 009363102 Meeting Date: AUG 29, 2011 Meeting Type: Annual Record Date: JUL 01, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter McCausland For Withhold Management 1.2 Elect Director Lee M. Thomas For Withhold Management 1.3 Elect Director John C. van Roden, Jr. For Withhold Management 1.4 Elect Director Ellen C. Wolf For Withhold Management 2 Ratify Auditors For For Management 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 -------------------------------------------------------------------------------- AT&T INC. Ticker: T Security ID: 00206R102 Meeting Date: APR 27, 2012 Meeting Type: Annual Record Date: FEB 28, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Randall L. Stephenson For For Management 2 Elect Director Gilbert F. Amelio For For Management 3 Elect Director Reuben V. Anderson For For Management 4 Elect DirectorJames H. Blanchard For For Management 5 Elect DirectorJaime Chico Pardo For For Management 6 Elect Director James P. Kelly For For Management 7 Elect Director Jon C. Madonna For For Management 8 Elect Director John B. McCoy For For Management 9 Elect Director Joyce M. Roche For For Management 10 Elect Director Matthew K. Rose For For Management 11 Elect Director Laura D'Andrea Tyson For For Management 12 Ratification Of Appointment Of For For Management Independent Auditors. 13 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 14 Provide Right to Act by Written Consent For For Management 15 Report on Political Contributions Against For Shareholder 16 Commit to Wireless Network Neutrality Against Against Shareholder 17 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- BECTON, DICKINSON AND COMPANY Ticker: BDX Security ID: 075887109 Meeting Date: JAN 31, 2012 Meeting Type: Annual Record Date: DEC 12, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Basil L. Anderson For For Management 2 Elect Director Henry P. Becton, Jr. For For Management 3 Elect Director Edward F. Degraan For For Management 4 Elect Director Vincent A. Forlenza For For Management 5 Elect Director Claire M. Fraser-liggett For For Management 6 Elect Director Christopher Jones For For Management 7 Elect Director Marshall O. Larsen For For Management 8 Elect Director Edward J. Ludwig For For Management 9 Elect Director Adel A.F. Mahmoud For For Management 10 Elect Director Gary A. Mecklenburg For For Management 11 Elect Director James F. Orr For For Management 12 Elect Director Willard J. Overlock, Jr For For Management 13 Elect Director Bertram L. Scott For For Management 14 Elect Director Alfred Sommer For For Management 15 Ratify Auditors For For Management 16 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 17 Provide for Cumulative Voting Against Against Shareholder -------------------------------------------------------------------------------- BLACKROCK, INC. Ticker: BLK Security ID: 09247X101 Meeting Date: MAY 24, 2012 Meeting Type: Annual Record Date: MAR 29, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director William S. Demchak For For Management 2 Elect Director Laurence D. Fink For For Management 3 Elect Director Robert S. Kapito For For Management 4 Elect Director Thomas H. O'Brien For For Management 5 Elect Director Ivan G. Seidenberg For For Management 6 Declassify the Board of Directors For For Management 7 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 8 Ratify Auditors For For Management -------------------------------------------------------------------------------- DANAHER CORPORATION Ticker: DHR Security ID: 235851102 Meeting Date: MAY 08, 2012 Meeting Type: Annual Record Date: MAR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Mortimer M. Caplin For For Management 2 Elect Director Donald J. Ehrlich For For Management 3 Elect Director Linda P. Hefner For For Management 4 Elect Director Teri List-Stoll For For Management 5 Elect Director Walter G. Lohr, Jr. For For Management 6 Ratify Auditors For For Management 7 Increase Authorized Common Stock For For Management 8 Amend Executive Incentive Bonus Plan For For Management 9 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- EXXON MOBIL CORPORATION Ticker: XOM Security ID: 30231G102 Meeting Date: MAY 30, 2012 Meeting Type: Annual Record Date: APR 04, 2012 # 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 L.R. Faulkner For For Management 1.4 Elect Director J.S. Fishman For Withhold Management 1.5 Elect Director H.H. Fore For For Management 1.6 Elect Director K.C. Frazier For For Management 1.7 Elect Director W.W. George For Withhold Management 1.8 Elect Director S.J. Palmisano For Withhold Management 1.9 Elect Director S.S. Reinemund For For Management 1.10 Elect Director R.W. Tillerson For Withhold Management 1.11 Elect Director E.E. Whitacre, Jr. For Withhold 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 Report on Political Contributions Against For Shareholder 7 Amend EEO Policy to Prohibit Against Against Shareholder Discrimination based on Sexual Orientation and Gender Identity 8 Report on Hydraulic Fracturing Risks Against For Shareholder to Company 9 Adopt Quantitative GHG Goals for Against Against Shareholder Products and Operations -------------------------------------------------------------------------------- INTERNATIONAL BUSINESS MACHINES CORPORATION Ticker: IBM Security ID: 459200101 Meeting Date: APR 24, 2012 Meeting Type: Annual Record Date: FEB 24, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Alain J.P. Belda For For Management 2 Elect Director William R. Brody For For Management 3 Elect Director Kenneth I. Chenault For For Management 4 Elect Director Michael L. Eskew For For Management 5 Elect Director David N. Farr For For Management 6 Elect Director Shirley Ann Jackson For For Management 7 Elect Director Andrew N. Liveris For For Management 8 Elect Director W. James McNerney, Jr. For For Management 9 Elect Director James W. Owens For For Management 10 Elect Director Samuel J. Palmisano For For Management 11 Elect Director Virginia M. Rometty For For Management 12 Elect Director Joan E. Spero For For Management 13 Elect Director Sidney Taurel For For Management 14 Elect Director Lorenzo H. Zambrano For For Management 15 Ratify Auditors For For Management 16 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 17 Provide for Cumulative Voting Against Against Shareholder 18 Report on Political Contributions Against Against Shareholder 19 Report on Lobbying Expenses Against Against Shareholder -------------------------------------------------------------------------------- JOHNSON & JOHNSON Ticker: JNJ Security ID: 478160104 Meeting Date: APR 26, 2012 Meeting Type: Annual Record Date: FEB 28, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Mary Sue Coleman For For Management 2 Elect Director James G. Cullen For For Management 3 Elect Director Ian E.l. Davis For For Management 4 Elect Director Alex Gorsky For For Management 5 Elect Director Michael M.e. Johns For For Management 6 Elect Director Susan L. Lindquist For For Management 7 Elect Director Anne M. Mulcahy For For Management 8 Elect Director Leo F. Mullin For For Management 9 Elect Director William D. Perez For For Management 10 Elect Director Charles Prince For For Management 11 Elect Director David Satcher For For Management 12 Elect Director William C. Weldon For For Management 13 Elect Director Ronald A. Williams For For Management 14 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 15 Approve Omnibus Stock Plan For Against Management 16 Ratify Auditors For For Management 17 Require Independent Board Chairman Against Against Shareholder 18 Require Shareholder Vote to Approve Against Against Shareholder Political Contributions 19 Adopt Animal-Free Training Methods Against Against Shareholder -------------------------------------------------------------------------------- JOHNSON CONTROLS, INC. Ticker: JCI Security ID: 478366107 Meeting Date: JAN 25, 2012 Meeting Type: Annual Record Date: NOV 17, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dennis W. Archer For Withhold Management 1.2 Elect Director Mark P. Vergnano For For Management 1.3 Elect Director Richard Goodman For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Declassify the Board of Directors Against For Shareholder -------------------------------------------------------------------------------- JPMORGAN CHASE & CO. Ticker: JPM Security ID: 46625H100 Meeting Date: MAY 15, 2012 Meeting Type: Annual Record Date: MAR 16, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director James A. Bell For For Management 2 Elect Director Crandall C. Bowles For For Management 3 Elect Director Stephen B. Burke For For Management 4 Elect Director David M. Cote For For Management 5 Elect Director James S. Crown For For Management 6 Elect Director James Dimon For For Management 7 Elect Director Timothy P. Flynn For For Management 8 Elect Director Ellen V. Futter For For Management 9 Elect Director Laban P. Jackson, Jr. For For Management 10 Elect Director Lee R. Raymond For For Management 11 Elect Director William C. Weldon For For Management 12 Ratify Auditors For For Management 13 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 14 Affirm Political Non-Partisanship Against Against Shareholder 15 Require Independent Board Chairman Against Against Shareholder 16 Report on Loan Modifications Against Against Shareholder 17 Report on Political Contributions Against Against Shareholder 18 Institute Procedures to Prevent Against Against Shareholder Investments in Companies that Contribute to Genocide or Crimes Against Humanity 19 Provide Right to Act by Written Consent Against For Shareholder 20 Stock Retention Against Against Shareholder -------------------------------------------------------------------------------- LOCKHEED MARTIN CORPORATION Ticker: LMT Security ID: 539830109 Meeting Date: APR 26, 2012 Meeting Type: Annual Record Date: MAR 01, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Nolan D. Archibald For For Management 2 Elect Director Rosalind G. Brewer For For Management 3 Elect Director David B. Burritt For For Management 4 Elect Director James O. Ellis, Jr. For For Management 5 Elect Director Thomas J. Falk For For Management 6 Elect Director Gwendolyn S. King For For Management 7 Elect Director James M. Loy For For Management 8 Elect Director Douglas H. McCorkindale For For Management 9 Elect Director Joseph W. Ralston For For Management 10 Elect Director Anne Stevens For For Management 11 Elect Director Robert J. Stevens For For Management 12 Ratify Auditors For For Management 13 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 14 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- METLIFE, INC. Ticker: MET Security ID: 59156R108 Meeting Date: APR 24, 2012 Meeting Type: Annual Record Date: MAR 01, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John M. Keane For For Management 1.2 Elect Director Catherine R. Kinney For For Management 1.3 Elect Director Hugh B. Price For For Management 1.4 Elect Director Kenton J. Sicchitano For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- NEW YOUNG BROADCASTING HOLDINGS CO. INC. Ticker: YBTVQ Security ID: 650151103 Meeting Date: FEB 08, 2012 Meeting Type: Annual Record Date: JAN 08, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Anthony Cassara For For Management 2 Elect Director Sheldon Galloway For For Management 3 Elect Director Soo Kim For For Management 4 Elect Director Kevin Shea For For Management 5 Elect Director Thomas Sullivan For For Management -------------------------------------------------------------------------------- OCCIDENTAL PETROLEUM CORPORATION Ticker: OXY Security ID: 674599105 Meeting Date: MAY 04, 2012 Meeting Type: Annual Record Date: MAR 13, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Spencer Abraham For For Management 2 Elect Director Howard I. Atkins For For Management 3 Elect Director Stephen I. Chazen For For Management 4 Elect Director Edward P. Djerejian For For Management 5 Elect Director John E. Feick For For Management 6 Elect Director Margaret M. Foran For For Management 7 Elect Director Carlos M. Gutierrez For For Management 8 Elect Director Ray R. Irani For For Management 9 Elect Director Avedick B. Poladian For For Management 10 Elect Director Aziz D. Syriani For For Management 11 Elect Director Rosemary Tomich For For Management 12 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 13 Ratify Auditors For For Management 14 Request Director Nominee with Against Against Shareholder Environmental Qualifications -------------------------------------------------------------------------------- OPTI CANADA INC. Ticker: OPC Security ID: 68383KAB5 Meeting Date: SEP 07, 2011 Meeting Type: Bondholder Record Date: AUG 04, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Bondholder Resolution: The Plan For For Management -------------------------------------------------------------------------------- PFIZER INC. Ticker: PFE Security ID: 717081103 Meeting Date: APR 26, 2012 Meeting Type: Annual Record Date: FEB 28, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Dennis A. Ausiello For For Management 2 Elect Director M. Anthony Burns For For Management 3 Elect Director W. Don Cornwell For For Management 4 Elect Director Frances D. Fergusson For For Management 5 Elect Director William H. Gray, III For For Management 6 Elect Director Helen H. Hobbs For For Management 7 Elect Director Constance J. Horner For For Management 8 Elect Director James M. Kilts For For Management 9 Elect Director George A. Lorch For For Management 10 Elect Director John P. Mascotte For For Management 11 Elect Director Suzanne Nora Johnson For For Management 12 Elect Director Ian C. Read For For Management 13 Elect Director Stephen W. Sanger For For Management 14 Elect Director Marc Tessier-Lavigne For For Management 15 Ratify Auditors For For Management 16 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 17 Publish Political Contributions Against Against Shareholder 18 Provide Right to Act by Written Consent Against For Shareholder 19 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 20 Non-Employee Director Compensation Against Against Shareholder -------------------------------------------------------------------------------- PG&E CORPORATION Ticker: PCG Security ID: 69331C108 Meeting Date: MAY 14, 2012 Meeting Type: Annual Record Date: MAR 16, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director David R. Andrews For For Management 2 Elect Director Lewis Chew For For Management 3 Elect Director C. Lee Cox For For Management 4 Elect Director Anthony F. Earley, Jr. For For Management 5 Elect Director Fred J. Fowler For For Management 6 Elect Director Maryellen C. Herringer For For Management 7 Elect Director Roger H. Kimmel For For Management 8 Elect Director Richard A. Meserve For For Management 9 Elect Director Forrest E. Miller For For Management 10 Elect Director Rosendo G. Parra For For Management 11 Elect Director Barbara L. Rambo For For Management 12 Elect Director Barry Lawson Williams For For Management 13 Ratify Auditors For For Management 14 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 15 Formulate EEO Policy That Does Not Against Against Shareholder Include Sexual Orientation -------------------------------------------------------------------------------- PHILIP MORRIS INTERNATIONAL INC. Ticker: PM Security ID: 718172109 Meeting Date: MAY 09, 2012 Meeting Type: Annual Record Date: MAR 16, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Harold Brown For For Management 2 Elect Director Mathis Cabiallavetta For For Management 3 Elect DirectorLouis C. Camilleri For For Management 4 Elect DirectorJ. Dudley Fishburn For For Management 5 Elect DirectorJennifer Li For For Management 6 Elect Director Graham Mackay For For Management 7 Elect Director Sergio Marchionne For For Management 8 Elect Director Kalpana Morparia For For Management 9 Elect DirectorLucio A. Noto For For Management 10 Elect DirectorRobert B. Polet For For Management 11 Elect DirectorCarlos Slim Helu For For Management 12 Elect DirectorStephen M. Wolf For For Management 13 Ratify Auditors For For Management 14 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 15 Approve Restricted Stock Plan For For Management 16 Require Independent Board Chairman Against Against Shareholder 17 Establish Ethics Committee to Review Against Against Shareholder Marketing Activities -------------------------------------------------------------------------------- PPG INDUSTRIES, INC. Ticker: PPG Security ID: 693506107 Meeting Date: APR 19, 2012 Meeting Type: Annual Record Date: FEB 17, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles E. Bunch For For Management 1.2 Elect Director Robert Ripp For For Management 1.3 Elect Director Thomas J. Usher For For Management 1.4 Elect Director David R. Whitwam 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 -------------------------------------------------------------------------------- QUAD/GRAPHICS, INC. Ticker: QUAD Security ID: 747301109 Meeting Date: MAY 14, 2012 Meeting Type: Annual Record Date: MAR 23, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William J. Abraham, Jr. For Withhold Management 1.2 Elect Director Douglas P. Buth For For Management 1.3 Elect Director Christopher B. Harned For Withhold Management 1.4 Elect Director Betty Ewens Quadracci For Withhold Management 1.5 Elect Director J. Joel Quadracci For Withhold Management 1.6 Elect Director Thomas O. Ryder For For Management 1.7 Elect Director John S. Shiely For For Management 2 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- TARGET CORPORATION Ticker: TGT Security ID: 87612E106 Meeting Date: JUN 13, 2012 Meeting Type: Annual Record Date: APR 16, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Roxanne S. Austin For For Management 1.2 Elect Director Calvin Darden For For Management 1.3 Elect Director Mary N. Dillon For For Management 1.4 Elect Director James A. Johnson For Withhold Management 1.5 Elect Director Mary E. Minnick For For Management 1.6 Elect Director Anne M. Mulcahy For Withhold Management 1.7 Elect Director Derica W. Rice For For Management 1.8 Elect Director Stephen W. Sanger For For Management 1.9 Elect Director Gregg W. Steinhafel For For Management 1.10 Elect Director John G. Stumpf For For Management 1.11 Elect Director Solomon D. Trujillo For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Report on Electronics Recycling and Against Against Shareholder Preventing E-Waste Export 6 Prohibit Political Contributions Against Against Shareholder -------------------------------------------------------------------------------- THE BANK OF NEW YORK MELLON CORPORATION Ticker: BK Security ID: 064058100 Meeting Date: APR 10, 2012 Meeting Type: Annual Record Date: FEB 10, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Ruth E. Bruch For For Management 2 Elect Director Nicholas M. Donofrio For For Management 3 Elect Director Gerald L. Hassell For For Management 4 Elect Director Edmund F. Kelly For For Management 5 Elect Director Richard J. Kogan For For Management 6 Elect Director Michael J. Kowalski For For Management 7 Elect Director John A. Luke, Jr. For For Management 8 Elect Director Mark A. Nordenberg For For Management 9 Elect Director Catherine A. Rein For For Management 10 Elect Director William C. Richardson For For Management 11 Elect Director Samuel C. Scott, III For For Management 12 Elect Director Wesley W. von Schack For For Management 13 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 14 Ratify Auditors For For Management 15 Require Independent Board Chairman Against Against Shareholder 16 Restore or Provide for Cumulative Against Against Shareholder Voting -------------------------------------------------------------------------------- THE GOLDMAN SACHS GROUP, INC. Ticker: GS Security ID: 38141G104 Meeting Date: MAY 24, 2012 Meeting Type: Annual Record Date: MAR 26, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Lloyd C. Blankfein For For Management 2 Elect Director M. Michele Burns For For Management 3 Elect Director Gary D. Cohn For For Management 4 Elect Director Claes Dahlback For For Management 5 Elect Director Stephen Friedman For For Management 6 Elect Director William W. George For For Management 7 Elect Director James A. Johnson For Against Management 8 Elect Director Lakshmi N. Mittal For For Management 9 Elect Director James J. Schiro For For Management 10 Elect Director Debora L. Spar For For Management 11 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 12 Ratify Auditors For For Management 13 Provide for Cumulative Voting Against Against Shareholder 14 Stock Retention/Holding Period Against Against Shareholder 15 Report on Lobbying Payments and Policy Against Against Shareholder -------------------------------------------------------------------------------- THE TRAVELERS COMPANIES, INC. Ticker: TRV Security ID: 89417E109 Meeting Date: MAY 23, 2012 Meeting Type: Annual Record Date: MAR 26, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Alan L. Beller For For Management 2 Elect Director John H. Dasburg For For Management 3 Elect Director Janet M. Dolan For For Management 4 Elect Director Kenneth M. Duberstein For For Management 5 Elect Director Jay S. Fishman For For Management 6 Elect Director Lawrence G. Graev For For Management 7 Elect Director Patricia L. Higgins For For Management 8 Elect Director Thomas R. Hodgson For For Management 9 Elect Director William J. Kane For For Management 10 Elect Director Cleve L. Killingsworth, For For Management Jr. 11 Elect Director Donald J. Shepard For For Management 12 Elect Director Laurie J. Thomsen For For Management 13 Ratify Auditors For For Management 14 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 15 Report on Political Contributions Against For Shareholder -------------------------------------------------------------------------------- THE WESTERN UNION COMPANY Ticker: WU Security ID: 959802109 Meeting Date: MAY 23, 2012 Meeting Type: Annual Record Date: MAR 26, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Richard A. Goodman For For Management 2 Elect Director Roberto G. Mendoza For For Management 3 Elect Director Michael A. Miles, Jr. For For Management 4 Declassify the Board of Directors For For Management 5 Ratify Auditors For For Management 6 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 7 Amend Omnibus Stock Plan For For Management 8 Adopt Proxy Access Right Against Against Shareholder 9 Adopt Proxy Statement Reporting on Against Against Shareholder Political Contributions and Advisory Vote -------------------------------------------------------------------------------- UNITED TECHNOLOGIES CORPORATION Ticker: UTX Security ID: 913017109 Meeting Date: APR 11, 2012 Meeting Type: Annual Record Date: FEB 15, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Louis R. Chenevert For For Management 2 Elect Director John V. Faraci For For Management 3 Elect Director Jean-Pierre Garnier, Ph. For For Management D. 4 Elect Director Jamie S. Gorelick For For Management 5 Elect Director Edward A. Kangas For For Management 6 Elect Director Ellen J. Kullman For For Management 7 Elect Director Richard D. McCormick For For Management 8 Elect Director Harold McGraw, III For For Management 9 Elect Director Richard B. Myers For For Management 10 Elect Director H. Patrick Swygert For For Management 11 Elect Director Andre Villeneuve For For Management 12 Elect Director Christine Todd Whitman For For Management 13 Ratify Auditors For For Management 14 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- VISA INC. Ticker: V Security ID: 92826C839 Meeting Date: JAN 31, 2012 Meeting Type: Annual Record Date: DEC 05, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Gary P. Coughlan For For Management 2 Elect Director Mary B. Cranston For For Management 3 Elect Director Francisco Javier For For Management Fernandez-Carbajal 4 Elect Director Robert W. Matschullat For For Management 5 Elect Director Cathy E. Minehan For For Management 6 Elect Director Suzanne Nora Johnson For For Management 7 Elect Director David J. Pang For For Management 8 Elect Director Joseph W. Saunders For For Management 9 Elect Director William S. Shanahan For For Management 10 Elect Director John A. Swainson For For Management 11 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 12 Amend Omnibus Stock Plan For For Management 13 Ratify Auditors For For Management -------------------------------------------------------------------------------- VODAFONE GROUP PLC Ticker: VOD Security ID: 92857W209 Meeting Date: JUL 26, 2011 Meeting Type: Annual Record Date: JUN 03, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Elect Gerard Kleisterlee as Director For For Management 3 Re-elect John Buchanan as Director For For Management 4 Re-elect Vittorio Colao as Director For For Management 5 Re-elect Michel Combes as Director For For Management 6 Re-elect Andy Halford as Director For For Management 7 Re-elect Stephen Pusey as Director For For Management 8 Elect Renee James as Director For For Management 9 Re-elect Alan Jebson as Director For For Management 10 Re-elect Samuel Jonah as Director For For Management 11 Re-elect Nick Land as Director For For Management 12 Re-elect Anne Lauvergeon as Director For For Management 13 Re-elect Luc Vandevelde as Director For For Management 14 Re-elect Anthony Watson as Director For For Management 15 Re-elect Philip Yea as Director For For Management 16 Approve Final Dividend For For Management 17 Approve Remuneration Report For For Management 18 Reappoint Deloitte LLP as Auditors For For Management 19 Authorise Audit Committee to Fix For For Management Remuneration of Auditors 20 Authorise Issue of Equity with For For Management Pre-emptive Rights 21 Authorise Issue of Equity without For For Management Pre-emptive Rights 22 Authorise Market Purchase For For Management 23 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 13, 2012 *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 18th, 2012. (1) (1) Incorporated by reference to MFS Municipal Series Trust (File Nos. 2-92915 and 811-4096) Post-Effective Amendment No. 54 filed with the SEC via EDGAR on July 26, 2012.