================================================================================ 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, 2010 - June 30, 2011 -------------------------------------------------------------------------------- ITEM 1. PROXY VOTING RECORD. ================================================================================ ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-05912 Reporting Period: 07/01/2010 - 06/30/2011 MFS Special Value Trust =========================== MFS SPECIAL VALUE TRUST ============================ 3M COMPANY Ticker: MMM Security ID: 88579Y101 Meeting Date: MAY 10, 2011 Meeting Type: Annual Record Date: MAR 11, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Linda G. Alvarado For For Management 2 Elect Director George W. Buckley For For Management 3 Elect Director Vance D. Coffman For For Management 4 Elect Director Michael L. Eskew For For Management 5 Elect Director W. James Farrell For For Management 6 Elect Director Herbert L. Henkel For For Management 7 Elect Director Edward M. Liddy For For Management 8 Elect Director Robert S. Morrison For For Management 9 Elect Director Aulana L. Peters For For Management 10 Elect Director Robert J. Ulrich For For Management 11 Ratify Auditors For For Management 12 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 13 Advisory Vote on Say on Pay Frequency One Year One Year Management 14 Report on Political Contributions Against For Shareholder -------------------------------------------------------------------------------- ABBOTT LABORATORIES Ticker: ABT Security ID: 002824100 Meeting Date: APR 29, 2011 Meeting Type: Annual Record Date: MAR 02, 2011 # 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 W. James Farrell For For Management 1.4 Elect Director H. Laurance Fuller For For Management 1.5 Elect Director Edward M. Liddy For For Management 1.6 Elect Director Phebe N. Novakovic For For Management 1.7 Elect Director William A. Osborn For For Management 1.8 Elect Director Samuel C. Scott III For For Management 1.9 Elect Director Glenn F. Tilton For For Management 1.10 Elect Director Miles D. White For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Adopt Policy on Pharmaceutical Price Against Against Shareholder Restraint -------------------------------------------------------------------------------- ACCURIDE CORPORATION Ticker: ACW Security ID: 00439TAA5 Meeting Date: NOV 18, 2010 Meeting Type: Special Record Date: OCT 13, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Reverse Stock Split For For Management 2 Adjourn Meeting For For Management -------------------------------------------------------------------------------- ACCURIDE CORPORATION Ticker: ACW Security ID: 00439T206 Meeting Date: APR 26, 2011 Meeting Type: Annual Record Date: MAR 11, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Keith E. Busse For Withhold Management 1.2 Elect Director Richard F. Dauch For For Management 1.3 Elect Director Benjamin C. Duster, IV For Withhold Management 1.4 Elect Director Robert J. Kelly For Withhold Management 1.5 Elect Director William M. Lasky For For Management 1.6 Elect Director Stephen S. Ledoux For For Management 1.7 Elect Director John W. Risner For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named Executive For Against Management Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- AGL RESOURCES INC. Ticker: AGL Security ID: 001204106 Meeting Date: MAY 03, 2011 Meeting Type: Annual Record Date: FEB 25, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sandra N. Bane For For Management 1.2 Elect Director Thomas D. Bell, Jr. For For Management 1.3 Elect Director Arthur E. Johnson For For Management 1.4 Elect Director Dean R. O'Hare For For Management 1.5 Elect Director James A. Rubright For For Management 1.6 Elect Director John W. Somerhalder II For For Management 1.7 Elect Director Bettina M. Whyte For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Amend Nonqualified Employee Stock For For Management Purchase Plan 5 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 6 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- AGL RESOURCES INC. Ticker: AGL Security ID: 001204106 Meeting Date: JUN 14, 2011 Meeting Type: Special Record Date: APR 18, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with For For Management Acquisition 2 Approve Increase in Size of Board For For Management 3 Adjourn Meeting For For Management -------------------------------------------------------------------------------- AIR PRODUCTS AND CHEMICALS, INC. Ticker: APD Security ID: 009158106 Meeting Date: JAN 27, 2011 Meeting Type: Annual Record Date: NOV 30, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Chadwick C. Deaton For For Management 1.2 Elect Director Michael J. Donahue For For Management 1.3 Elect Director Ursula O. Fairbairn For For Management 1.4 Elect Director Lawrence S. Smith For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency Three One Year Management Years 5 Approve Executive Incentive Bonus Plan For For Management -------------------------------------------------------------------------------- APACHE CORPORATION Ticker: APA Security ID: 037411105 Meeting Date: MAY 05, 2011 Meeting Type: Annual Record Date: MAR 07, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director G. Steven Farris For For Management 2 Elect Director Randolph M. Ferlic For For Management 3 Elect Director A.D. Frazier, Jr. For For Management 4 Elect Director John A. Kocur For For Management 5 Ratify Auditors For For Management 6 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 7 Advisory Vote on Say on Pay Frequency One Year One Year Management 8 Increase Authorized Common Stock For For Management 9 Increase Authorized Preferred Stock For For Management 10 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- AVON PRODUCTS, INC. Ticker: AVP Security ID: 054303102 Meeting Date: MAY 05, 2011 Meeting Type: Annual Record Date: MAR 17, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director W. Don Cornwell For For Management 1.2 Elect Director V. Ann Hailey For For Management 1.3 Elect Director Fred Hassan For For Management 1.4 Elect Director Andrea Jung For For Management 1.5 Elect Director Maria Elena Lagomasino For For Management 1.6 Elect Director Ann S. Moore For For Management 1.7 Elect Director Paul S. Pressler For For Management 1.8 Elect Director Gary M. Rodkin For For Management 1.9 Elect Director Paula Stern For For Management 1.10 Elect Director Lawrence A. Weinbach For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Auditors For For Management 5 Reduce Supermajority Vote Requirement For For Management -------------------------------------------------------------------------------- BANK OF AMERICA CORPORATION Ticker: BAC Security ID: 060505104 Meeting Date: MAY 11, 2011 Meeting Type: Annual Record Date: MAR 16, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Mukesh D. Ambani For For Management 2 Elect Director Susan S. Bies For For Management 3 Elect Director Frank P. Bramble, Sr. For For Management 4 Elect Director Virgis W. Colbert For For Management 5 Elect Director Charles K. Gifford For For Management 6 Elect Director Charles O. Holliday, Jr. For For Management 7 Elect Director D. Paul Jones, Jr. For For Management 8 Elect Director Monica C. Lozano For For Management 9 Elect Director Thomas J. May For For Management 10 Elect Director Brian T. Moynihan For For Management 11 Elect Director Donald E. Powell For For Management 12 Elect Director Charles O. Rossotti For For Management 13 Elect Director Robert W. Scully For For Management 14 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 15 Advisory Vote on Say on Pay Frequency One Year One Year Management 16 Ratify Auditors For For Management 17 Disclose Prior Government Service Against Against Shareholder 18 Provide Right to Act by Written Consent Against For Shareholder 19 Require Audit Committee Review and Against Against Shareholder Report on Controls Related to Loans, Foreclosure and Securitizations 20 Report on Lobbying Expenses Against For Shareholder 21 Report on Collateral in Derivatives Against For Shareholder Trading 22 Restore or Provide for Cumulative Against Against Shareholder Voting 23 Claw-back of Payments under Against For Shareholder Restatements 24 Prohibit Certain Relocation Benefits to Against Against Shareholder Senior Executives -------------------------------------------------------------------------------- BECTON, DICKINSON AND COMPANY Ticker: BDX Security ID: 075887109 Meeting Date: FEB 01, 2011 Meeting Type: Annual Record Date: DEC 10, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Basil L. Anderson For For Management 1.2 Elect Director Henry P. Becton, Jr. For For Management 1.3 Elect Director Edward F. Degraan For For Management 1.4 Elect Director C.M. Fraser-Liggett For For Management 1.5 Elect Director Christopher Jones For For Management 1.6 Elect Director Marshall O. Larsen For For Management 1.7 Elect Director Edward J. Ludwig For For Management 1.8 Elect Director Adel A.F. Mahmoud For For Management 1.9 Elect Director Gary A. Mecklenburg For For Management 1.10 Elect Director Cathy E. Minehan For For Management 1.11 Elect Director James F. Orr For For Management 1.12 Elect Director Willard J. Overlock, Jr For For Management 1.13 Elect Director Bertram L. Scott For For Management 1.14 Elect Director Alfred Sommer For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency None One Year Management 5 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 6 Provide for Cumulative Voting Against Against Shareholder -------------------------------------------------------------------------------- CENTURYLINK, INC. Ticker: CTL Security ID: 156700106 Meeting Date: AUG 24, 2010 Meeting Type: Special Record Date: JUL 13, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with For For Management Acquisition 2 Adjourn Meeting For For Management -------------------------------------------------------------------------------- CENTURYLINK, INC. Ticker: CTL Security ID: 156700106 Meeting Date: MAY 18, 2011 Meeting Type: Annual Record Date: MAR 21, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Virginia Boulet For For Management 1.2 Elect Director Peter C. Brown For For Management 1.3 Elect Director Richard A. Gephardt For For Management 1.4 Elect Director Gregory J. McCray For For Management 1.5 Elect Director Michael J. Roberts For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management 6 Report on Political Contributions Against For Shareholder 7 Declassify the Board of Directors Against For Shareholder -------------------------------------------------------------------------------- CLIFFS NATURAL RESOURCES INC. Ticker: CLF Security ID: 18683K101 Meeting Date: MAY 17, 2011 Meeting Type: Annual Record Date: MAR 25, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joseph A. Carrabba For For Management 1.2 Elect Director Susan M. Cunningham For For Management 1.3 Elect Director Barry J. Eldridge For For Management 1.4 Elect Director Andres R. Gluski For For Management 1.5 Elect Director Susan M. Green For For Management 1.6 Elect Director Janice K. Henry For For Management 1.7 Elect Director James F. Kirsch For For Management 1.8 Elect Director Francis R. McAllister For For Management 1.9 Elect Director Roger Phillips For For Management 1.10 Elect Director Richard K. Riederer For For Management 1.11 Elect Director Richard A. Ross For For Management 1.12 Elect Director Alan Schwartz For For Management 2 Increase Authorized Common Stock For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Require a Majority Vote for the Against Against Shareholder Election of Directors 6 Ratify Auditors For For Management -------------------------------------------------------------------------------- DANAHER CORPORATION Ticker: DHR Security ID: 235851102 Meeting Date: MAY 10, 2011 Meeting Type: Annual Record Date: MAR 11, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director H. Lawrence Culp, Jr. For For Management 1.2 Elect Director Mitchell P. Rales For For Management 1.3 Elect Director Elias A. Zerhouni For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors For For Management 4 Provide Right to Call Special Meeting For For Management 5 Amend Omnibus Stock Plan For For Management 6 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 7 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- ENTERGY CORPORATION Ticker: ETR Security ID: 29364G103 Meeting Date: MAY 06, 2011 Meeting Type: Annual Record Date: MAR 08, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Maureen Scannell Bateman For For Management 2 Elect Director Gary W. Edwards For For Management 3 Elect Director Alexis M. Herman For For Management 4 Elect Director Donald C. Hintz For For Management 5 Elect Director J. Wayne Leonard For For Management 6 Elect Director Stuart L. Levenick For For Management 7 Elect Director Blanche L. Lincoln For For Management 8 Elect Director Stewart C. Myers For For Management 9 Elect Director William A. Percy, II For For Management 10 Elect Director W.J. Tauzin For For Management 11 Elect Director Steven V. Wilkinson For For Management 12 Ratify Auditors For For Management 13 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 14 Advisory Vote on Say on Pay Frequency One Year One Year Management 15 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- EXXON MOBIL CORPORATION Ticker: XOM Security ID: 30231G102 Meeting Date: MAY 25, 2011 Meeting Type: Annual Record Date: APR 06, 2011 # 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 For Management 1.5 Elect Director K.C. Frazier For For Management 1.6 Elect Director W.W. George For For Management 1.7 Elect Director M.C. Nelson For For Management 1.8 Elect Director S.J. Palmisano For For Management 1.9 Elect Director S.S. Reinemund For For Management 1.10 Elect Director R.W. Tillerson For For Management 1.11 Elect Director E.E. Whitacre, Jr. For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For Against Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency Three One Year Management Years 5 Require Independent Board Chairman Against Against Shareholder 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 Adopt Policy on Human Right to Water Against Against Shareholder 9 Report on Environmental Impact of Oil Against For Shareholder Sands Operations in Canada 10 Report on Environmental Impacts of Against For Shareholder Natural Gas Fracturing 11 Report on Energy Technologies Against Against Shareholder Development 12 Adopt Quantitative GHG Goals for Against Against Shareholder Products and Operations -------------------------------------------------------------------------------- GENERAL MILLS, INC. Ticker: GIS Security ID: 370334104 Meeting Date: SEP 27, 2010 Meeting Type: Annual Record Date: JUL 29, 2010 # 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 Lois E. Quam For For Management 12 Elect Director Michael D. Rose For For Management 13 Elect Director Robert L. Ryan For For Management 14 Elect Director Dorothy A. Terrell For For Management 15 Approve Executive Incentive Bonus Plan For For Management 16 Ratify Auditors For For Management 17 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation -------------------------------------------------------------------------------- HASBRO, INC. Ticker: HAS Security ID: 418056107 Meeting Date: MAY 19, 2011 Meeting Type: Annual Record Date: MAR 25, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Basil L. Anderson For For Management 1.2 Elect Director Alan R. Batkin For For Management 1.3 Elect Director Frank J. Biondi, Jr. For For Management 1.4 Elect Director Kenneth A. Bronfin For For Management 1.5 Elect Director John M. Connors, Jr. For For Management 1.6 Elect Director Michael W.O. Garrett For For Management 1.7 Elect Director Lisa Gersh For For Management 1.8 Elect Director Brian D. Goldner For For Management 1.9 Elect Director Jack M. Greenberg For For Management 1.10 Elect Director Alan G. Hassenfeld For For Management 1.11 Elect Director Tracy A. Leinbach For For Management 1.12 Elect Director Edward M. Philip For For Management 1.13 Elect Director Alfred J. Verrecchia For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- HEWLETT-PACKARD COMPANY Ticker: HPQ Security ID: 428236103 Meeting Date: MAR 23, 2011 Meeting Type: Annual Record Date: JAN 24, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director M. L. Andreessen For For Management 2 Elect Director L. Apotheker For Against Management 3 Elect Director L.T. Babbio, Jr. For Against Management 4 Elect Director S.M. Baldauf For Against Management 5 Elect Director S. Banerji For For Management 6 Elect Director R.L. Gupta For Against Management 7 Elect Director J.H. Hammergren For Against Management 8 Elect Director R.J. Lane For For Management 9 Elect Director G.M. Reiner For For Management 10 Elect Director P.F. Russo For For Management 11 Elect Director D. Senequier For For Management 12 Elect Director G.K. Thompson For Against Management 13 Elect Director M.C. Whitman For For Management 14 Ratify Auditors For For Management 15 Advisory Vote to Ratify Named Executive For Against Management Officers' Compensation 16 Advisory Vote on Say on Pay Frequency One Year One Year Management 17 Approve Qualified Employee Stock For For Management Purchase Plan 18 Amend Executive Incentive Bonus Plan For For Management -------------------------------------------------------------------------------- INTERNATIONAL BUSINESS MACHINES CORPORATION Ticker: IBM Security ID: 459200101 Meeting Date: APR 26, 2011 Meeting Type: Annual Record Date: FEB 25, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director A. J. P. Belda For For Management 2 Elect Director W. R. Brody For For Management 3 Elect Director K. I. Chenault For For Management 4 Elect Director M. L. Eskew For For Management 5 Elect Director S. A. Jackson For For Management 6 Elect Director A. N. Liveris For For Management 7 Elect Director W. J. McNerney, Jr. For For Management 8 Elect Director J. W. Owens For For Management 9 Elect Director S. J. Palmisano For For Management 10 Elect Director J. E. Spero For For Management 11 Elect Director S. Taurel For For Management 12 Elect Director L. H. Zambrano For For Management 13 Ratify Auditors For For Management 14 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 15 Advisory Vote on Say on Pay Frequency Three One Year Management Years 16 Provide for Cumulative Voting Against Against Shareholder 17 Report on Political Contributions Against For Shareholder 18 Report on Lobbying Expenses Against For Shareholder -------------------------------------------------------------------------------- JOHNSON CONTROLS, INC. Ticker: JCI Security ID: 478366107 Meeting Date: JAN 26, 2011 Meeting Type: Annual Record Date: NOV 18, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Natalie A. Black For For Management 1.2 Elect Director Robert A. Cornog For For Management 1.3 Elect Director William H. Lacy For For Management 1.4 Elect Director Stephen A. Roell For For Management 2 Ratify Auditors For For Management 3 Adopt Majority Voting for Uncontested For For Management Election of Directors 4 Amend Executive Incentive Bonus Plan For For Management 5 Amend Executive Incentive Bonus Plan For For Management 6 Advisory Vote to Ratify Named Executive For Against Management Officers' Compensation 7 Advisory Vote on Say on Pay Frequency Three One Year Management Years -------------------------------------------------------------------------------- JPMORGAN CHASE & CO. Ticker: JPM Security ID: 46625H100 Meeting Date: MAY 17, 2011 Meeting Type: Annual Record Date: MAR 18, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Crandall C. Bowles For For Management 2 Elect Director Stephen B. Burke For For Management 3 Elect Director David M. Cote For For Management 4 Elect Director James S. Crown For For Management 5 Elect Director James Dimon For For Management 6 Elect Director Ellen V. Futter For Against Management 7 Elect Director William H. Gray, III For For Management 8 Elect Director Laban P. Jackson, Jr. For For Management 9 Elect Director David C. Novak 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 Executive For For Management Officers' Compensation 14 Advisory Vote on Say on Pay Frequency One Year One Year Management 15 Amend Omnibus Stock Plan For Against Management 16 Affirm Political Non-Partisanship Against Against Shareholder 17 Provide Right to Act by Written Consent Against For Shareholder 18 Report on Loan Modifications Against Against Shareholder 19 Report on Political Contributions Against For Shareholder 20 Institute Procedures to Prevent Against Against Shareholder Investments in Companies that Contribute to Genocide or Crimes Against Humanity 21 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- KOHL'S CORPORATION Ticker: KSS Security ID: 500255104 Meeting Date: MAY 12, 2011 Meeting Type: Annual Record Date: MAR 09, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Peter Boneparth For For Management 2 Elect Director Steven A. Burd For For Management 3 Elect Director John F. Herma For For Management 4 Elect Director Dale E. Jones For For Management 5 Elect Director William S. Kellogg For For Management 6 Elect Director Kevin Mansell For For Management 7 Elect Director Frank V. Sica For For Management 8 Elect Director Peter M. Sommerhauser For For Management 9 Elect Director Stephanie A. Streeter For For Management 10 Elect Director Nina G. Vaca For For Management 11 Elect Director Stephen E. Watson For For Management 12 Ratify Auditors For For Management 13 Reduce Supermajority Vote Requirement For For Management Relating to Director Elections 14 Reduce Supermajority Vote Requirement For For Management 15 Amend Executive Incentive Bonus Plan For For Management 16 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 17 Advisory Vote on Say on Pay Frequency One Year One Year Management 18 Provide Right to Act by Written Consent Against For Shareholder 19 Adopt Policy on Succession Planning Against Against Shareholder -------------------------------------------------------------------------------- NOBLE ENERGY, INC. Ticker: NBL Security ID: 655044105 Meeting Date: APR 26, 2011 Meeting Type: Annual Record Date: MAR 08, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Jeffrey L. Berenson For For Management 2 Elect Director Michael A. Cawley For For Management 3 Elect Director Edward F. Cox For For Management 4 Elect Director Charles D. Davidson For For Management 5 Elect Director Thomas J. Edelman For For Management 6 Elect Director Eric P. Grubman For For Management 7 Elect Director Kirby L. Hedrick For For Management 8 Elect Director Scott D. Urban For For Management 9 Elect Director William T. Van Kleef For For Management 10 Ratify Auditors For For Management 11 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 12 Advisory Vote on Say on Pay Frequency One Year One Year Management 13 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- NORTEK, INC. Ticker: NTKS Security ID: 656559309 Meeting Date: NOV 09, 2010 Meeting Type: Annual Record Date: SEP 23, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John T. Coleman For For Management 1.2 Elect Director Thomas A. Keenan For For Management 1.3 Elect Director J. David Smith For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- PPG INDUSTRIES, INC. Ticker: PPG Security ID: 693506107 Meeting Date: APR 21, 2011 Meeting Type: Annual Record Date: FEB 18, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephen F. Angel For For Management 1.2 Elect Director Hugh Grant For For Management 1.3 Elect Director Michele J. Hooper For For Management 1.4 Elect Director Robert Mehrabian For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management 6 Ratify Auditors For For Management 7 Report on Community Environmental Against Against Shareholder Impact Disclosure Process -------------------------------------------------------------------------------- PRUDENTIAL FINANCIAL, INC. Ticker: PRU Security ID: 744320102 Meeting Date: MAY 10, 2011 Meeting Type: Annual Record Date: MAR 11, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Thomas J. Baltimore, Jr. For For Management 2 Elect Director Gordon M. Bethune For For Management 3 Elect Director Gaston Caperton For For Management 4 Elect Director Gilbert F. Casellas For For Management 5 Elect Director James G. Cullen For For Management 6 Elect Director William H. Gray, III For For Management 7 Elect Director Mark B. Grier For For Management 8 Elect Director Constance J. Horner For For Management 9 Elect Director Martina Hund-Mejean For For Management 10 Elect Director Karl J. Krapek For For Management 11 Elect Director Christine A. Poon For For Management 12 Elect Director John R. Strangfield For For Management 13 Elect Director James A. Unruh For For Management 14 Ratify Auditors For For Management 15 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 16 Advisory Vote on Say on Pay Frequency One Year One Year Management 17 Reduce Supermajority Vote Requirement For For Shareholder 18 Report on Lobbying Contributions and Against Against Shareholder Expenses -------------------------------------------------------------------------------- QUAD/GRAPHICS, INC. Ticker: QUAD Security ID: 747301109 Meeting Date: MAY 16, 2011 Meeting Type: Annual Record Date: MAR 18, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William J. Abraham, Jr. For Withhold Management 1.2 Elect Director Mark A. Angelson For Withhold Management 1.3 Elect Director Douglas P. Buth For For Management 1.4 Elect Director Christopher B. Harned For Withhold Management 1.5 Elect Director Betty Ewens Quadracci For Withhold Management 1.6 Elect Director J. Joel Quadracci For Withhold Management 1.7 Elect Director Thomas O. Ryder For For Management 1.8 Elect Director John S. Shiely For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency Three One Year Management Years 4 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- REYNOLDS AMERICAN INC. Ticker: RAI Security ID: 761713106 Meeting Date: MAY 06, 2011 Meeting Type: Annual Record Date: MAR 14, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Luc Jobin For For Management 1.2 Elect Director Nana Mensah For For Management 1.3 Elect Director John J. Zillmer For For Management 1.4 Elect Director John P. Daly For For Management 1.5 Elect Director Daniel M. Delen For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Increase Authorized Common Stock For For Management 5 Ratify Auditors For For Management 6 Declassify the Board of Directors Against For Shareholder 7 Cease Production of Flavored Tobacco Against Against Shareholder Products 8 Adopt Human Rights Protocols for Against Against Shareholder Company and Suppliers -------------------------------------------------------------------------------- SCHLUMBERGER LIMITED Ticker: SLB Security ID: 806857108 Meeting Date: APR 06, 2011 Meeting Type: Annual Record Date: FEB 16, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Philippe Camus For Did Not Vote Management 1.2 Elect Director Peter L.S. Currie For Did Not Vote Management 1.3 Elect Director Andrew Gould For Did Not Vote Management 1.4 Elect Director Tony Isaac For Did Not Vote Management 1.5 Elect Director K. Vaman Kamath For Did Not Vote Management 1.6 Elect Director Nikolay Kudryavtsev For Did Not Vote Management 1.7 Elect Director Adrian Lajous For Did Not Vote Management 1.8 Elect Director Michael E. Marks For Did Not Vote Management 1.9 Elect Director Elizabeth Moler For Did Not Vote Management 1.10 Elect Director Leo Rafael Reif For Did Not Vote Management 1.11 Elect Director Tore I. Sandvold For Did Not Vote Management 1.12 Elect Director Henri Seydoux For Did Not Vote Management 1.13 Elect Director Paal Kibsgaard For Did Not Vote Management 1.14 Elect Director Lubna S. Olayan For Did Not Vote Management 2 Advisory Vote to Ratify Named Executive For Did Not Vote Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency Two Years Did Not Vote Management 4 Increase Authorized Common Stock For Did Not Vote Management 5 Adopt Plurality Voting for Contested For Did Not Vote Management Election of Directors 6 Adopt and Approve Financials and For Did Not Vote Management Dividends 7 Ratify PricewaterhouseCoopers LLP as For Did Not Vote Management Auditors -------------------------------------------------------------------------------- TARGET CORPORATION Ticker: TGT Security ID: 87612E106 Meeting Date: JUN 08, 2011 Meeting Type: Annual Record Date: APR 11, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Roxanne S. Austin For For Management 2 Elect Director Calvin Darden For For Management 3 Elect Director Mary N. Dillon For For Management 4 Elect Director James A. Johnson For For Management 5 Elect Director Mary E. Minnick For For Management 6 Elect Director Anne M. Mulcahy For For Management 7 Elect Director Derica W. Rice For For Management 8 Elect Director Stephen W. Sanger For For Management 9 Elect Director Gregg W. Steinhafel For For Management 10 Elect Director John G. Stumpf For For Management 11 Elect Director Solomon D. Trujillo For For Management 12 Ratify Auditors For For Management 13 Approve Omnibus Stock Plan For Against Management 14 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 15 Advisory Vote on Say on Pay Frequency One Year One Year Management 16 Adopt Compensation Benchmarking Policy Against Against Shareholder 17 Report on Electronics Recycling and Against Against Shareholder Preventing E-Waste Export -------------------------------------------------------------------------------- TCF FINANCIAL CORPORATION Ticker: TCB Security ID: 872275102 Meeting Date: APR 27, 2011 Meeting Type: Annual Record Date: FEB 28, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Raymond L. Barton For For Management 1.2 Elect Director Peter Bell For Withhold Management 1.3 Elect Director William F. Bieber For Withhold Management 1.4 Elect Director Theodore J. Bigos For Withhold Management 1.5 Elect Director William A. Cooper For Withhold Management 1.6 Elect Director Thomas A. Cusick For Withhold Management 1.7 Elect Director Luella G. Goldberg For Withhold Management 1.8 Elect Director Karen L. Grandstrand For For Management 1.9 Elect Director George G. Johnson For Withhold Management 1.10 Elect Director Vance K. Opperman For Withhold Management 1.11 Elect Director Gregory J. Pulles For Withhold Management 1.12 Elect Director Gerald A. Schwalbach For Withhold Management 1.13 Elect Director Ralph Strangis For Withhold Management 1.14 Elect Director Barry N. Winslow For Withhold Management 1.15 Elect Director Richard A. Zona For For Management 2 Amend Nonqualified Employee Stock For For Management Purchase Plan 3 Amend Executive Incentive Bonus Plan For For Management 4 Amend Omnibus Stock Plan For For Management 5 Reduce Supermajority Vote Requirement For For Management 6 Advisory Vote to Ratify Named Executive For Against Management Officers' Compensation 7 Advisory Vote on Say on Pay Frequency One Year One Year Management 8 Ratify Auditors For For Management -------------------------------------------------------------------------------- THE BANK OF NEW YORK MELLON CORPORATION Ticker: BK Security ID: 064058100 Meeting Date: APR 12, 2011 Meeting Type: Annual Record Date: FEB 11, 2011 # 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 Robert P. Kelly For For Management 6 Elect Director Richard J. Kogan For For Management 7 Elect Director Michael J. Kowalski For For Management 8 Elect Director John A. Luke, Jr. For For Management 9 Elect Director Mark A. Nordenberg For For Management 10 Elect Director Catherine A. Rein For For Management 11 Elect Director William C. Richardson For For Management 12 Elect Director Samuel C. Scott III For For Management 13 Elect Director John P. Surma For For Management 14 Elect Director Wesley W. von Schack For For Management 15 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 16 Advisory Vote on Say on Pay Frequency One Year One Year Management 17 Amend Omnibus Stock Plan For Against Management 18 Amend Executive Incentive Bonus Plan For For Management 19 Ratify Auditors For For Management 20 Provide for Cumulative Voting Against Against Shareholder -------------------------------------------------------------------------------- THE CHARLES SCHWAB CORPORATION Ticker: SCHW Security ID: 808513105 Meeting Date: MAY 17, 2011 Meeting Type: Annual Record Date: MAR 18, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Frank C. Herringer For For Management 2 Elect Director Stephen T. McLin For For Management 3 Elect Director Charles R. Schwab For For Management 4 Elect Director Roger O. Walther For For Management 5 Elect Director Robert N. Wilson For For Management 6 Ratify Auditors For For Management 7 Amend Omnibus Stock Plan For For Management 8 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 9 Advisory Vote on Say on Pay Frequency One Year One Year Management 10 Report on Political Contributions Against For Shareholder 11 Declassify the Board of Directors None For Shareholder -------------------------------------------------------------------------------- THE GOLDMAN SACHS GROUP, INC. Ticker: GS Security ID: 38141G104 Meeting Date: MAY 06, 2011 Meeting Type: Annual Record Date: MAR 07, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Lloyd C. Blankfein For For Management 2 Elect Director John H. Bryan 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 For Management 8 Elect Director Lois D. Juliber For For Management 9 Elect Director Lakshmi N. Mittal For For Management 10 Elect Director James J. Schiro For For Management 11 Advisory Vote to Ratify Named Executive For Against Management Officers' Compensation 12 Advisory Vote on Say on Pay Frequency One Year One Year Management 13 Ratify Auditors For For Management 14 Provide for Cumulative Voting Against Against Shareholder 15 Amend Bylaws-- Call Special Meetings Against For Shareholder 16 Stock Retention/Holding Period Against Against Shareholder 17 Review Executive Compensation Against Against Shareholder 18 Report on Climate Change Business Risks Against Against Shareholder 19 Report on Political Contributions Against Against Shareholder -------------------------------------------------------------------------------- THE PROCTER & GAMBLE COMPANY Ticker: PG Security ID: 742718109 Meeting Date: OCT 12, 2010 Meeting Type: Annual Record Date: AUG 13, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Angela F. Braly For For Management 2 Elect Director Kenneth I. Chenault For For Management 3 Elect Director Scott D. Cook For For Management 4 Elect Director Rajat K. Gupta For For Management 5 Elect Director Robert A. Mcdonald For For Management 6 Elect Director W. James Mcnerney, Jr. For For Management 7 Elect Director Johnathan A. Rodgers For For Management 8 Elect Director Mary A. Wilderotter For For Management 9 Elect Director Patricia A. Woertz For For Management 10 Elect Director Ernesto Zedillo For For Management 11 Ratify Auditors For For Management 12 Provide for Cumulative Voting Against Against Shareholder -------------------------------------------------------------------------------- THE TRAVELERS COMPANIES, INC. Ticker: TRV Security ID: 89417E109 Meeting Date: MAY 26, 2011 Meeting Type: Annual Record Date: MAR 28, 2011 # 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 Cleve L. Killingsworth, For For Management Jr. 10 Elect Director Donald J. Shepard For For Management 11 Elect Director Laurie J. Thomsen For For Management 12 Ratify Auditors For For Management 13 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 14 Advisory Vote on Say on Pay Frequency Three One Year Management Years -------------------------------------------------------------------------------- THERMO FISHER SCIENTIFIC INC. Ticker: TMO Security ID: 883556102 Meeting Date: MAY 25, 2011 Meeting Type: Annual Record Date: MAR 28, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Thomas J. Lynch For For Management 2 Elect Director William G. Parrett For For Management 3 Elect Director Michael E. Porter For For Management 4 Elect Director Scott M. Sperling For For Management 5 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 6 Advisory Vote on Say on Pay Frequency Two Years One Year Management 7 Ratify Auditors For For Management 8 Declassify the Board of Directors Against For Shareholder -------------------------------------------------------------------------------- UNITED PARCEL SERVICE, INC. Ticker: UPS Security ID: 911312106 Meeting Date: MAY 05, 2011 Meeting Type: Annual Record Date: MAR 07, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director F. Duane Ackerman For For Management 2 Elect Director Michael J. Burns For For Management 3 Elect Director D. Scott Davis For For Management 4 Elect Director Stuart E. Eizenstat For For Management 5 Elect Director Michael L. Eskew For For Management 6 Elect Director William R. Johnson For For Management 7 Elect Director Ann M. Livermore For For Management 8 Elect Director Rudy H.P. Markham For For Management 9 Elect Director Clark T. Randt, Jr. For For Management 10 Elect Director John W. Thompson For For Management 11 Elect Director Carol B. Tome For For Management 12 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 13 Advisory Vote on Say on Pay Frequency Three One Year Management Years 14 Ratify Auditors For For Management 15 Other Business For Against Management -------------------------------------------------------------------------------- VODAFONE GROUP PLC Ticker: VOD Security ID: 92857W209 Meeting Date: JUL 27, 2010 Meeting Type: Annual Record Date: JUN 04, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Re-elect Sir John Bond 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 Re-elect Alan Jebson as Director For For Management 9 Re-elect Samuel Jonah as Director For For Management 10 Re-elect Nick Land as Director For For Management 11 Re-elect Anne Lauvergeon as Director For For Management 12 Re-elect Luc Vandevelde as Director For For Management 13 Re-elect Anthony Watson as Director For For Management 14 Re-elect Philip Yea as Director For For Management 15 Approve Final Dividend For For Management 16 Approve Remuneration Report For For Management 17 Reappoint Deloitte LLP as Auditors For For Management 18 Authorise Audit Committee to Fix For For Management Remuneration of Auditors 19 Authorise Issue of Equity with For For Management Pre-emptive Rights 20 Authorise Issue of Equity without For For Management Pre-emptive Rights 21 Authorise Market Purchase For For Management 22 Adopt New Articles of Association For For Management 23 Authorise the Company to Call EGM with For For Management Two Weeks' Notice 24 Approve Share Incentive Plan For For Management ========== END NPX REPORT SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Registrant: MFS SPECIAL VALUE TRUST By (Signature and Title): MARIA F. DIORIODWYER* ------------------------------------------------- Maria F. DiOrioDwyer, Principal Executive Officer Date: August 12, 2011 *By (Signature and Title) /s/ Susan S. Newton ------------------------------------------------- Susan S. Newton, as attorney-in-fact --------- * Executed by Susan S. Newton on behalf of Maria F. DiOrioDwyer pursuant to a Power of Attorney dated October 26, 2010. (1) (1) Incorporated by reference to MFS Series Trust XIII (File Nos. 2-74959 and 811-3327) Post-Effective Amendment No. 45 filed with the SEC via EDGAR on March 10, 2011.