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) James R. Bordewick, Jr. 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, 2003 - June 30, 2004 -------------------------------------------------------------------------------- ITEM 1. PROXY VOTING RECORD. =========================== MFS SPECIAL VALUE TRUST ============================ ANACOMP, INC Ticker: ANCPA Security ID: 03237E207 Meeting Date: FEB 26, 2004 Meeting Type: Proxy Contest Record Date: JAN 12, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edward P. Smoot For For Management 1.2 Elect Director Jeffrey R. Cramer For For Management 1.3 Elect Director Gary J. Fernandes For For Management 1.4 Elect Director Mark K. Holdsworth For For Management 1.5 Elect Director Fred G. Jager For For Management 1.6 Elect Director James F. McGovern For For Management 1.7 Elect Director Michael E. Tennenbaum For For Management 2 Amend Articles to Delete Inapplicable For For Management Provision 3 Approve Non-Employee Director Omnibus For For Management Stock Plan 4 Approve Omnibus Stock Plan For For Management 5 Ratify Auditors For For Management 6 Adjourn Meeting For For Management 1.1 Elect Director Raymond L. Steele For Did Not Management Vote 1.2 Elect Director Frank L. Bellis, Jr. For Did Not Management Vote 2 Amend Articles to Delete Inapplicable For Did Not Management Provision Vote 3 Approve Non-Employee Director Omnibus For Did Not Management Stock Plan Vote 4 Approve Omnibus Stock Plan For Did Not Management Vote 5 Ratify Auditors For Did Not Management Vote 6 Adjourn Meeting Against Did Not Management Vote -------------------------------------------------------------------------------- BJ SERVICES COMPANY Ticker: BJS Security ID: 055482103 Meeting Date: JAN 22, 2004 Meeting Type: Annual Record Date: DEC 5, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Don D. Jordan For For Management 1.2 Elect Director William H. White For For Management 2 Approve Omnibus Stock Plan For Against Management 3 Report on Foreign Operations Risk Against Against Shareholder -------------------------------------------------------------------------------- CALPINE CORP. Ticker: CPN Security ID: 131347106 Meeting Date: MAY 26, 2004 Meeting Type: Annual Record Date: MAR 29, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ann B. Curtis For For Management 1.2 Elect Director Kenneth T. Derr For For Management 1.3 Elect Director Gerald Greenwald For For Management 2 Increase Authorized Common Stock For For Management 3 Amend Omnibus Stock Plan For Against Management 4 Amend Employee Stock Purchase Plan For For Management 5 Implement Indigenous Peoples Right Against Against Shareholder Policy/ Cease Medicine Lake Development 6 Limit Awards to Executives Against Against Shareholder 7 Include Voting Recommendations of Against Against Shareholder Institutional Holders in Proxy Statement 8 Ratify Auditors For For Management -------------------------------------------------------------------------------- COMMONWEALTH INDUSTRIES, INC. Ticker: CMIN Security ID: 203004106 Meeting Date: APR 23, 2004 Meeting Type: Annual Record Date: MAR 5, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Paul E. Lego For For Management 1.2 Elect Director John E. Merow For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- COMPLETEL EUROPE N.V. Ticker: Security ID: NL0000262822 Meeting Date: APR 29, 2004 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None Did Not Management Vote 2 Receive Report of Management Board None Did Not Management Vote 3 Approve Financial Statements and For Did Not Management Statutory Reports Vote 4 Approve Discharge of Management and For Did Not Management Supervisory Boards Vote 5 Authorize Repurchase of Up to 0.5 Percent For Did Not Management of Issued Share Capital Vote 6.A.1 Reelect Lawrence DeGeorge to Supervisory For Did Not Management Board Vote 6.A.2 Elect Paul Westhoff to Supervisory Board Against Did Not Management Vote 6.B.1 Reelect James Allen to Supervisory Board For Did Not Management Vote 6.B.2 Elect Peter van Langeveld to Supervisory Against Did Not Management Board Vote 6.C.1 Reelect Jean-Pierre Vandromme to For Did Not Management Supervisory Board Vote 6.C.2 Elect Richard Smeding to Supervisory Against Did Not Management Board Vote 6.D.1 Reelect Duncan Lewis to Supervisory Board For Did Not Management Vote 6.D.2 Elect Cees van Oevelen to Supervisory Against Did Not Management Board Vote 7 Discussion about Company's Corporate None Did Not Management Governance Report Vote 8 Amend Articles to Conform to For Did Not Management Recommendations of Dutch Corporate Vote Governance Code and to Reflect Conversion of All Preferred A and B Shares into Ordinary Shares 9 Approve Cancellation of Entire C Share For Did Not Management Capital Held by Company Vote 10 Ratify Deloitte & Touche as Auditors For Did Not Management Vote 11 Other Business None Did Not Management Vote 12 Close Meeting None Did Not Management Vote -------------------------------------------------------------------------------- COOPER CAMERON CORP. Ticker: CAM Security ID: 216640102 Meeting Date: MAY 13, 2004 Meeting Type: Annual Record Date: MAR 15, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lamar Norsworthy For For Management 1.2 Elect Director Michael E. Patrick For For Management 2 Ratify Auditors For For Management 3 Prepare Sustainability Report Against Against Shareholder -------------------------------------------------------------------------------- CUMULUS MEDIA INC. Ticker: CMLS Security ID: 231082108 Meeting Date: APR 30, 2004 Meeting Type: Annual Record Date: MAR 12, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Eric P. Robison For For Management 2 Approve Omnibus Stock Plan For Against Management 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- EL PASO ELECTRIC CO. Ticker: EE Security ID: 283677854 Meeting Date: MAY 5, 2004 Meeting Type: Annual Record Date: MAR 8, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J. Robert Brown For For Management 1.2 Elect Director James W. Cicconi For For Management 1.3 Elect Director George W. Edwards, Jr. For For Management 1.4 Elect Director P.Z. Holland-Branch For For Management -------------------------------------------------------------------------------- GLOBAL SANTA FE CORP.(FORMERLY SANTA FE INTERNATIONAL CORP) Ticker: GSF Security ID: G3930E101 Meeting Date: JUN 9, 2004 Meeting Type: Annual Record Date: APR 7, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ferdinand A. Berger For For Management 1.2 Elect Director Khaled R. Al-Haroon For For Management 1.3 Elect Director Edward R. Muller For For Management 1.4 Elect Director Paul J. Powers For For Management 1.5 Elect Director John L. Whitmire For For Management 2 PROPOSAL TO APPROVE A SPECIAL RESOLUTION For For Management TO AMEND THE COMPANY S AMENDED AND RESTATED ARTICLES OF ASSOCIATION TO PERMIT TELEPHONIC AND INTERNET VOTING BY RECORD SHAREHOLDERS. 3 PROPOSAL TO APPROVE A SPECIAL RESOLUTION For For Management TO AMEND THE COMPANY S AMENDED AND RESTATED ARTICLES OF ASSOCIATION TO REMOVE THE LANGUAGE NO SHARE OWNERSHIP QUALIFICATION FOR DIRECTORS SHALL BE REQUIRED. 4 PROPOSAL TO RATIFY THE APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF THE COMPANY AND ITS SUBSIDIARIES FOR THE YEAR ENDING DECEMBER 31, 2004. -------------------------------------------------------------------------------- JAZZTEL PLC Ticker: JAZZ Security ID: GB0057933615 Meeting Date: JUL 23, 2003 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and Statutory For For Management Reports 2 Elect Bill Collatos as Director For For Management 3 Elect Luis Rodriguez as Director For For Management 4 Elect Roberto de Diego Arozamena as For For Management Director 5 Elect Peter Manning as Director For For Management 6 Reelect Antonio Marina as Director For For Management 7 Approve Remuneration Report For For Management 8 Approve Deloitte and Touche as Auditors For For Management and Authorize Board to Fix Their Remuneration 9 Authorize the Directors to Apply for For For Management Admission to Listing and Take Any Steps Required for Maintaining Listings on Nasdaq Europe and the Spanish Stock Exchanges of Bilbao, Barcelona, Madrid and Valencia 10 Authorize Consolidation of 1,276,032,119 For For Management Ordinary Voting Shares of EUR 0.08 Each into 127,603,211.90 Ordinary Voting Shares of EUR 0.80 Each 11 Authorize the Directors to Sell the For For Management Aggregate Fractions of an Ordinary Voting Share of EUR 0.80 Arising as a Result of the Consolidation -------------------------------------------------------------------------------- JAZZTEL PLC Ticker: JAZZ Security ID: XS0158658228 Meeting Date: MAY 14, 2004 Meeting Type: Bondholder Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Indenture Relating to Notes Dated For Did Not Management 18 November 2002 between Jazztel and the Vote Bank of New York to Reduce the Conversion Price That Is Used When Converting Notes into Ordinary Shares from EUR 0.68 to EUR 0.39 Per Share 2 Approve the Conversion of All the Notes For Did Not Management into Ordinary Shares of the Company at Vote the Reduced Conversion Price -------------------------------------------------------------------------------- METAL MANAGEMENT, INC. Ticker: MTLMQ Security ID: 591097209 Meeting Date: SEP 17, 2003 Meeting Type: Annual Record Date: JUL 21, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Albert A. Cozzi For For Management 1.2 Elect Director Daniel W. Dienst For For Management 1.3 Elect Director John T. DiLacqua For For Management 1.4 Elect Director Kevin P. McGuinness For For Management 1.5 Elect Director Harold J. Rouster For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- NOBLE CORP Ticker: NE Security ID: G65422100 Meeting Date: APR 22, 2004 Meeting Type: Annual Record Date: MAR 4, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael A. Cawley For For Management 1.2 Elect Director Luke R. Corbett For For Management 1.3 Elect Director Jack E. Little For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- ORACLE CORP. Ticker: ORCL Security ID: 68389X105 Meeting Date: OCT 13, 2003 Meeting Type: Annual Record Date: AUG 21, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lawrence J. Ellison For For Management 1.2 Elect Director Donald L. Lucas For For Management 1.3 Elect Director Michael J. Boskin For For Management 1.4 Elect Director Jeffrey O. Henley For For Management 1.5 Elect Director Jack F. Kemp For For Management 1.6 Elect Director Jeffrey Berg For For Management 1.7 Elect Director Safra Catz For For Management 1.8 Elect Director Hector Garcia-Molina For For Management 1.9 Elect Director Joseph A. Grundfest For For Management 1.10 Elect Director H. Raymond Bingham For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management 4 Amend Non-Employee Director Omnibus Stock For Against Management Plan 5 Implement China Principles Against Against Shareholder -------------------------------------------------------------------------------- OWENS-ILLINOIS, INC. Ticker: OI Security ID: 690768403 Meeting Date: MAY 12, 2004 Meeting Type: Annual Record Date: MAR 15, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert J. Dineen For For Management 1.2 Elect Director James H. Greene, Jr. For For Management 1.3 Elect Director Thomas L. Young For For Management 2 Approve Omnibus Stock Plan For For Management 3 Approve Executive Incentive Bonus Plan For For Management -------------------------------------------------------------------------------- OXFORD INDUSTRIES, INC. Ticker: OXM Security ID: 691497309 Meeting Date: OCT 6, 2003 Meeting Type: Annual Record Date: AUG 18, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Tom Gallagher For For Management 1.2 Elect Director J. Hicks Lanier For For Management 1.3 Elect Director Robert E. Shaw For For Management 1.4 Elect Director Clarence H. Smith For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Amend Stock Option Plan For For Management 4 Amend Restricted Stock Plan For For Management 5 Increase Authorized Common Stock For For Management 6 Ratify Auditors For For Management -------------------------------------------------------------------------------- PINNACLE ENTERTAINMENT, INC. Ticker: PNK Security ID: 723456109 Meeting Date: MAY 4, 2004 Meeting Type: Annual Record Date: MAR 31, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel R. Lee For For Management 1.2 Elect Director John V. Giovenco For For Management 1.3 Elect Director Richard J. Goeglein For For Management 1.4 Elect Director Bruce A. Leslie For For Management 1.5 Elect Director James L. Martineau For For Management 1.6 Elect Director Michael Ornest For For Management 1.7 Elect Director Timothy J. Parrott For For Management 1.8 Elect Director Lynn P. Reitnouer For For Management -------------------------------------------------------------------------------- PTV INC. Ticker: PTVI Security ID: 62940R202 Meeting Date: JAN 27, 2004 Meeting Type: Special Record Date: DEC 9, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Reverse Stock Split For For Management 2 Change Company Name For For Management -------------------------------------------------------------------------------- SCHERING-PLOUGH CORP. Ticker: SGP Security ID: 806605101 Meeting Date: APR 27, 2004 Meeting Type: Annual Record Date: MAR 5, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Fred Hassan For For Management 1.2 Elect Director Philip Leder, M.D. For For Management 1.3 Elect Director Eugene R. McGrath For For Management 1.4 Elect Director Richard de J. Osborne For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management -------------------------------------------------------------------------------- SINCLAIR BROADCAST GROUP, INC. Ticker: SBGI Security ID: 829226109 Meeting Date: MAY 13, 2004 Meeting Type: Annual Record Date: MAR 18, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David D. Smith For For Management 1.2 Elect Director Frederick G. Smith For For Management 1.3 Elect Director J. Duncan Smith For For Management 1.4 Elect Director Robert E. Smith For For Management 1.5 Elect Director Basil A. Thomas For For Management 1.6 Elect Director Lawrence E. Mccanna For For Management 1.7 Elect Director Daniel C. Keith For For Management 1.8 Elect Director Martin R. Leader For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- SINCLAIR BROADCAST GROUP, INC. Ticker: SBGI Security ID: 829226109 Meeting Date: AUG 7, 2003 Meeting Type: Annual Record Date: JUN 2, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David D. Smith For For Management 1.2 Elect Director Frederick G. Smith For For Management 1.3 Elect Director J. Duncan Smith For For Management 1.4 Elect Director Robert E. Smith For For Management 1.5 Elect Director Basil A. Thomas For For Management 1.6 Elect Director Lawrence E. McCanna For For Management 1.7 Elect Director Daniel C. Keith For For Management 1.8 Elect Director Martin R. Leader For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- SIRIUS SATELLITE RADIO, INC. Ticker: SIRI Security ID: 82966U103 Meeting Date: MAY 25, 2004 Meeting Type: Annual Record Date: MAR 29, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Leon D. Black For For Management 1.2 Elect Director Joseph P. Clayton For For Management 1.3 Elect Director Lawrence F. Gilberti For For Management 1.4 Elect Director James P. Holden For For Management 1.5 Elect Director Warren N. Lieberfarb For For Management 1.6 Elect Director Michael J. McGuiness For For Management 1.7 Elect Director James F. Mooney For For Management 2 Amend Omnibus Stock Plan For Against Management 3 Approve Employee Stock Purchase Plan For For Management -------------------------------------------------------------------------------- SIRIUS SATELLITE RADIO, INC. Ticker: SIRI Security ID: 82966U103 Meeting Date: NOV 25, 2003 Meeting Type: Annual Record Date: OCT 1, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Leon D. Black For For Management 1.2 Elect Director Joseph P. Clayton For For Management 1.3 Elect Director Lawrence F. Gilberti For For Management 1.4 Elect Director James P. Holden For For Management 1.5 Elect Director Warren N. Lieberfarb For For Management 1.6 Elect Director Michael J. McGuiness For For Management 1.7 Elect Director James F. Mooney For For Management 2 Amend Omnibus Stock Plan For Against Management -------------------------------------------------------------------------------- SONG NETWORKS HOLDING AB[FORMERLY SONG NETWORKS AB (FORMERLY Ticker: TEUR Security ID: SE0000434102 Meeting Date: MAR 24, 2004 Meeting Type: Annual Record Date: MAR 12, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None Did Not Management Vote 2 Elect Chairman of Meeting For Did Not Management Vote 3 Prepare and Approve List of Shareholders For Did Not Management Vote 4 Approve Agenda of Meeting For Did Not Management Vote 5 Designate Inspector or Shareholder For Did Not Management Representative(s) of Minutes of Meeting Vote 6 Acknowledge Proper Convening of Meeting For Did Not Management Vote 7 Receive Financial Statements and None Did Not Management Statutory Reports Vote 8 Receive Board and Committee Reports None Did Not Management Vote 9 Receive President's Report None Did Not Management Vote 10.1 Accept Financial Statements and Statutory For Did Not Management Reports Vote 10.2 Approve Net Loss For Did Not Management Vote 10.3 Approve Discharge of Board and President For Did Not Management Vote 11 Approve Remuneration of Directors; For Did Not Management Approve Remuneration of Auditors Vote 12 Elect Directors; Ratify Deloitte & Touche For Did Not Management (Peter Gustafsson) as Auditors Vote 13 Approve Creation of SEK 14.6 Million Pool For Did Not Management of Conditional Capital without Preemptive Vote Rights 14.1 Shareholder Proposal: Authorize General None Did Not Shareholder Meeting to Elect Members of Nominating Vote Committee 14.2 Shareholder Proposal: Authorize Board to None Did Not Shareholder Establish a Remuneration Committee Vote 14.3 Shareholder Proposal: Authorize Board to None Did Not Shareholder Establish an Audit Committee Vote 15 Close Meeting None Did Not Management Vote -------------------------------------------------------------------------------- SOUTHWEST AIRLINES CO. Ticker: LUV Security ID: 844741108 Meeting Date: MAY 19, 2004 Meeting Type: Annual Record Date: MAR 23, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Herbert D. Kelleher For For Management 1.2 Elect Director Rollin W. King For For Management 1.3 Elect Director June M. Morris For For Management 1.4 Elect Director C. Webb Crockett For For Management 1.5 Elect Director William P. Hobby For For Management 1.6 Elect Director Travis C. Johnson For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- STERLING CHEMICALS, INC. Ticker: SCHI Security ID: 859166100 Meeting Date: APR 16, 2004 Meeting Type: Annual Record Date: MAR 5, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard K. Crump For For Management 1.2 Elect Director Peter Ting Kai Wu For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- THERMADYNE HOLDINGS CORP. Ticker: THMD Security ID: 883435307 Meeting Date: MAY 3, 2004 Meeting Type: Annual Record Date: MAR 12, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Paul D. Melnuk For For Management 1.2 Elect Director Andrew L. Berger For For Management 1.3 Elect Director James B. Gamache For For Management 1.4 Elect Director Marnie S. Gordon For For Management 1.5 Elect Director John G. Johnson, Jr. For For Management 1.6 Elect Director Bradley G. Pattelli For For Management 2 Approve Non-Employee Director Stock For For Management Option Plan 3 Approve Omnibus Stock Plan For Against Management 4 Amend Deferred Compensation Plan For For Management 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- TYCO INTERNATIONAL LTD. Ticker: TYC Security ID: 902124106 Meeting Date: MAR 25, 2004 Meeting Type: Annual Record Date: MAR 25, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dennis C. Blair For For Management 1.2 Elect Director Edward D. Breen For For Management 1.3 Elect Director George W. Buckley For For Management 1.4 Elect Director Brian Duperreault For For Management 1.5 Elect Director Bruce S. Gordon For For Management 1.6 Elect Director John A. Krol For For Management 1.7 Elect Director Mackey J. Mcdonald For For Management 1.8 Elect Director H. Carl Mccall For For Management 1.9 Elect Director Brendan R. O'Neill For For Management 1.10 Elect Director Sandra S. Wijnberg For For Management 1.11 Elect Director Jerome B. York For For Management 2 Ratify Auditors For For Management 3 ADOPTION OF THE AMENDED AND RESTATED For For Management BYE-LAWS. 4 APPROVAL OF TYCO 2004 STOCK AND INCENTIVE For For Management PLAN. 5 SHAREHOLDER PROPOSAL REGARDING For For Shareholder ENVIRONMENTAL REPORTING. 6 SHAREHOLDER PROPOSAL TO CHANGE TYCO S Against Against Shareholder JURISDICTION OF INCORPORATION FROM BERMUDA TO A U.S. STATE. 7 SHAREHOLDER PROPOSAL ON COMMON SENSE Against Against Shareholder EXECUTIVE COMPENSATION. -------------------------------------------------------------------------------- VERIZON COMMUNICATIONS Ticker: VZ Security ID: 92343V104 Meeting Date: APR 28, 2004 Meeting Type: Annual Record Date: MAR 1, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James R. Barker For For Management 1.2 Elect Director Richard L. Carrion For For Management 1.3 Elect Director Robert W. Lane For For Management 1.4 Elect Director Sandra O. Moose For For Management 1.5 Elect Director Joseph Neubauer For For Management 1.6 Elect Director Thomas H. O'Brien For For Management 1.7 Elect Director Hugh B. Price For For Management 1.8 Elect Director Ivan G. Seidenberg For For Management 1.9 Elect Director Walter V. Shipley For For Management 1.10 Elect Director John R. Stafford For For Management 1.11 Elect Director Robert D. Storey For For Management 2 Ratify Auditors For For Management 3 Restore or Provide for Cumulative Voting Against Against Shareholder 4 Require Majority of Independent Directors Against Against Shareholder on Board 5 Separate Chairman and CEO Positions Against Against Shareholder 6 Submit Shareholder Rights Plan (Poison Against For Shareholder Pill) to Shareholder Vote 7 Submit Executive Compensation to Vote Against Against Shareholder 8 Prohibit Awards to Executives Against Against Shareholder 9 Report on Stock Option Distribution by Against Against Shareholder Race and Gender 10 Report on Political Against Against Shareholder Contributions/Activities 11 Cease Charitable Contributions Against Against Shareholder 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) ROBERT J. MANNING* ----------------------------------------------------- Robert J. Manning, Principal Executive Officer Date: August 30, 2004 -------------------- *By: JAMES F. DESMARAIS ------------------------------------------------ Name: James F. DesMarais as Attorney-in-fact Executed by James F. DesMarais on behalf of Robert J. Manning pursuant to a Power of Attorney dated August 12, 2004.(1) ------------------ (1) Incorporated by reference to MFS Series Trust IX (File Nos. 2-50409 and 811-2464) Post-Effective Amendment No. 52 filed with the SEC via EDGAR on August 27, 2004.