Annual Report of Proxy Voting Record for Management Investment Companies (n-px)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-08897

Sparrow Funds

(Exact name of registrant as specified in charter)

211 N. Broadway, Suite 2080

St. Louis, MO 63102

(Address of principal executive offices)

(Zip code)

Mutual Shareholder Services

8000 Town Centre Drive, Suite 400

Broadview Heights, OH 44147

(Name and address of agent for service)

Registrant's telephone number, including area code: (314) 725-6161

Date of fiscal year end: August 31

Date of reporting period: June 30, 2013

Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (Sections 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking notes.

A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507.

ITEM 1. PROXY VOTING RECORD:

Disclose the following information for each matter relating to a portfolio security considered at any shareholder meeting held during the period covered by the report and with respect to which the registrant was entitled to vote:

(a).

The name of the issuer of the portfolio security;

(b).

The exchange ticker symbol of the portfolio security;

(c).

The Council on Uniform Securities Identification Procedures ("CUSIP") number for the portfolio security;

(d).

The shareholder meeting date;

(e).

A brief identification of the matter voted on;

(f).

Whether the matter was proposed by the issuer or by a security holder;

(g).

Whether the Registrant cast its vote on the matter;

(h).

How the Registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and

(i).

Whether the Registrant cast its vote for or against management.

Sparrow Growth Fund Class A

W.W. GRAINGER, INC

	Ticker Symbol: GWW	Cusip Number: 384802104
	Record Date: 3/4/2013	Meeting Date: 4/24/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors recommend: A vote for election of the following nominees Brain P. Anderson A. Ann Harily William K. Hall Stuart L. Levenick John W. McCarter, Jr. NeilS. Novich Michael J. Roberts Gar L. Rogers James T. Tyan E. Scott Santi James D. Slavik

For

Issuer

For

With

Proposal to ratify the appointment of Ernst & Young LLP as independent auditor for the year ending December 2013

For

Issuer

For

With

Say on Pay: Advisory proposal to approve compensation of the company's named executive officers

For

Issuer

For

With

AMAZON, COM, INC

	Ticker Symbol: AMZN	Cusip Number: 23135106
	Record Date: 4/1/2013	Meeting Date: 5/23/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: Jeffrey P. Bezos Tom A. Alberg John Seely Brown William B. Gordon Jamie S. Gorelick Alain Monie Jonathan J. Rubinstein Thomas O. Ryder Patricia Q. Stonesifer

For

Issuer

For

With

Ratification of the appointment of Ernst & Young Lip as independent auditors.

For

Issuer

For

With

Shareholder proposal regarding a report concerning corporate political contributions

Against

Issuer

Against

With

ANHEUSER-BUSCH INBEV SA

	Ticker Symbol: BUD	Cusip Number: 03524A108
	Record Date: 3/15/2013	Meeting Date: 4/24/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Issuance of 185,000 subscription rights and capital increase under the condition precedent and to the extent of the exercise of the subscription rights

For

Issuer

For

With

Appointment of Directors

For

Issuer

For

With

Appointment of statutory auditor and remuneration

For

Issuer

For

With

Remuneration policy and remuneration reportr of the Company

For

Issuer

For

With

Approving the remuneration report for the financial year 2012

For

Issuer

For

With

Confirming the grants of stock options and restricted stock units to executives

For

Issuer

For

With

Approval of increased fixed annual fee of directors

For

Issuer

For

With

Approval of change of control provisions

For

Issuer

For

With

Change the control provisions relating to the EMTN programme

For

Issuer

For

With

Change the control provisions relating to the Senior Facilities Agreement

For

Issuer

For

With

Filing

For

Issuer

For

With

Exclusion of the prference right in relation to the issuance of subscription rights

For

Issuer

For

With

Issuance of subscription rights

For

Issuer

For

With

Conditional capital increase

For

Issuer

For

With

Express approval pursuant to Article 554, indent 7, of the Companies Code

For

Issuer

For

With

Powers

For

Issuer

For

With

Approval of th statutory annual accounts

For

Issuer

For

With

Discharge to the Directors

For

Issuer

For

With

Discharge to the statutory auditor

For

Issuer

For

With

AUTOZONE, INC

	Ticker Symbol: AZO	Cusip Number: 53332102
	Record Date: 10/15/2012	Meeting Date: 12/12/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: Sue E. Gove Earl G. Graves, Jr. Enderson Gummaraes J.R. Hyde, III W. Andrew McKenna George R. Mrkonic, Jr Luis P Nieto William C. Rhodes, III

For

Issuer

For

With

Ratification of Ernst & Young LLP as independent registered public accounting firm for the

For

Issuer

For

With

B&G FOODS, INC

	Ticker Symbol: BGS	Cusip Number: 05508R106
	Record Date: 3/22/2013	Meeting Date: 5/16/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors Robert C. Cantewell Cynthia t. Jamison Charles F. Marcy Dennis M. Mullen Cheryl M. Palmer Alfred Poe Stephen C. Sherrill David l. Wenner

For

Issuer

For

With

Approval by non-bonding advisory vote, of executive compensation

For

Issuer

For

With

Re-approval of the material terms of the performance goals in the 20008 omnibus plan

For

Issuer

For

With

Ratification of appointment of KPMG LLP as independent registered public accounting firm

For

Issuer

For

With

BEAM, INC

	Ticker Symbol: BEAM	Cusip Number: 73730103
	Record Date: 2/22/2013	Meeting Date: 4/23/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: Richard A. Goldstein Stephen W. Golsby Ann F. Hackett A.D. David Mackay Gretchen W. Price Matthew J. Shattock Robert A. Steele Peter M. Wilson

For

Issuer

For

With

Ratification of the appointment of PricewaterhouseCooper LLP as our independent registered public accounting firm for 2013

For

Issuer

For

With

Advisory vote to approve named executive officer compensation

For

Issuer

For

With

BED BATH & BEYOND, INC

	Ticker Symbol: BBBY	Cusip Number: 75896100
	Record Date: 5/3/2013	Meeting Date: 6/28/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors Warren Eisenberg Leonard Feinstein Steven H. Temares Dean S. Adler Stanley F. Barshay Klaus Eppler Patrick R. Gaston Jordan Heller Victoria A. Morrison

For

Issuer

For

With

Ratification of the appointment of KPMG LLP

For

Issuer

For

With

To approve, by non-binding vote, the 2012 compensation paid to the company's named executive officers.

For

Issuer

For

With

CELGENE CORPORATION

	Ticker Symbol: CELG	Cusip Number: 151020104
	Record Date: 4/17/2013	Meeting Date: 6/12/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors recommend a vote for election of the following nominees Robert J. Hugin R.W. Barker, D. PHIL Michael D. Casey Carrie S. Cox Rodman L. Drake M.A. Freidman, M.D. Gilla Kaplan, PH.D James J. Loughlin Ernest Mario PH.D

For

Issuer

For

With

Ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2013.

For

Issuer

For

With

Approval of the amendment and restatement of the company's 2008 stock incentive plan.

For

Issuer

For

With

Approval, by non-binding vote, of executive compensation of the company's named executive officers

For

Issuer

For

With

CHURCH & DWIGHT CO., INC

	Ticker Symbol: CHD	Cusip Number: 171340102
	Record Date: 3/4/2013	Meeting Date: 5/2/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors Bradley C. Irwin Penry W. Price Arthur B Winkeblack

For

Issuer

For

With

Approval of the Church & Dwight Co., Inc amended and restated omnibus equity compensation plan.

For

Issuer

For

With

Advisory vote to approve compensation of our named executive officers

For

Issuer

For

With

Ratification of appointment of Deloitte & Touche as our independent registered public accounting firm for 2013.

For

Issuer

For

With

CITIGROUP

	Ticker Symbol: C	Cusip Number: 172967424
	Record Date: 2/25/2013	Meeting Date: 4/24/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

The Board of Director recommends you vote For the following proposals: Michael L. Corbat Franz B. Humer Robert L. Joss Michael E. O'Neil Judith Rodwin Robert L. Ryan Anthony M. Santomero Joan E. Spero Diana L.Taylor William S. Thompson, Jr. Ernesto Zedillo Ponce de Leon

For

Issuer

For

With

Proposal to ratify the selection of KPMG LLP as Citi's independent register public accounting firm for 2013

For

Issuer

For

With

Advisory approval of Citi's 2012 executive compensation

For

Issuer

For

With

Amendment to the Citigroup 2009 Stock Incentive Plan (relating to dividend equivalents)

For

Issuer

For

With

Stockholder proposal requesting that executives retain a significant portion of their stock until reaching normal retirement age.

Against

Issuer

Against

With

Stockholder proposal requesting a report on lobbying and grassroots lobbying contributions

Against

Issuer

Against

With

Stockholder proposal requesting that the board institute a policy to make it more practical to deny indemnification for directors

Against

Issuer

Against

With

COLOGATE-PALMOLIVE COMPANY

	Ticker Symbol: CL	Cusip Number: 194162103
	Record Date: 3/11/2013	Meeting Date: 5/10/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors Nikesh Arora John T. Chill Ian Cook Helene D. Gayle Ellen M. Hancock Joseph Jimenez Richard J. Kogan Delano E. Lewis J. Pedro Reinhard Stephen I Sadove

For

Issuer

For

With

Ratify selection of PricewaterhouseCooper LLP as Colgate's independent registered public accounting firm.

For

Issuer

For

With

Advisory vote on executive compensation

For

Issuer

For

With

Approve the Colgate-Palmolive Company 2013 Incentive compensation plan.

For

Issuer

For

With

Stockholder proposal on executive stock retention requirement.

Against

Issuer

Against

With

CREDIT ACCEPTANCE CORPORATION

	Ticker Symbol: CACC	Cusip Number: 225310101
	Record Date: 3/21/2013	Meeting Date: 5/16/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors Donald A Foss Glenda J. Flanagan Brett A. Roberts Thomas N. Tryforos Scott J. Vassalluzzo

For

Issuer

For

With

Advisory vote on executive compensation.

For

Issuer

For

With

Ratification of the selection of Grant Thornton LLP as credit acceptance corporation's independent registered public accounting firm for 2013 fiscal year

For

Issuer

For

With

DISCOVERY COMMUNICATIONS, INC

	Ticker Symbol: DISCA	Cusip Number: 25470F104
	Record Date: 3/21/2013	Meeting Date: 5/14/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors recommend a vote for election of the following nominees Paul A. Gould John S. Hendericks M. Lavoy Robison

For

Issuer

For

With

Ratification of the appointment of PricewaterhouseCooper LLP as Discovery Communications, Inc.'s independent registered public accounting firm for the fiscal year ending December 31,2013

For

Issuer

For

With

Approval of the 2013 stock incentive plan

For

Issuer

For

With

DORMAN PRODUCTS, INC

	Ticker Symbol: DORM	Cusip Number: 256746108
	Record Date: 4/12/2013	Meeting Date: 6/20/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors recommend a vote for election of the following nominees Arnold S. Barron Macon F. Brock, Jr. Mary Anne Citrino H. Ray Compton Conrad M. Hall Lemuel E. Lewis J. Douglas Perry Bob Sasser Thomas A. Saunder III Thomas E. Whiddon

For

Issuer

For

With

For

Issuer

For

With

To approve, the company's 2013 director deferred compensation plan

For

Issuer

For

With

To ratify the selection of KPMG as the company's independent registered public accounting firm.

For

Issuer

For

With

Management proposal to increase authorized shares of common stock

For

Issuer

For

With

DR.PEPPER SNAPPLE GROUP, INC.

	Ticker Symbol: DPS	Cusip Number: 26138 E109
	Record Date: 3/18/2013	Meeting Date: 5/16/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Director John L Adams Election of Director Ronald G. Rogers

For

Issuer

For

With

To ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for fiscal year 2013

For

Issuer

For

With

Resolved, that the compensation paid to named executive officers with respect to 2012 as disclosed pursuant to the compensation disclosure rules and regulations of the securities and exchange commission, including the compensation discussion and analysis, compensation tables & narratives discussion, is hereby approved.

For

Issuer

For

With

To re-approve the management incentive plan to comply with section 162(M) of the internal revenue code and the regulations promulgated thereof.

For

Issuer

For

With

DXP ENTERPRISES, INC

	Ticker Symbol: DXPE	Cusip Number: 233377407
	Record Date: 4/23/2013	Meeting Date: 6/20/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors recommend a vote for election of the following nominees David R. Little Cletus Davis Timothy P. Halter

For

Issuer

For

With

To approve, as a non-binding advisory vote, the compensation of the named executive officers

For

Issuer

For

With

ECOLAB INC

	Ticker Symbol: ECL	Cusip Number: 278865100
	Record Date: 3/5/2013	Meeting Date: 5/2/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors Douglas M. Baker, Jr. Barbara J. Beck Leslie S. Biller Stephen I. Chazen Jerry A. Grundhofer Arthur J. Higgins Joel W. Johnson Michael Larson Jerry W. Levin Robert L Lumpkins

For

Issuer

For

With

Ratify the appointment of PricewaterhouseCooper LLP as independent registered public accounting firm for the current year ending December 31,2013

For

Issuer

For

With

Approve amendments to the Ecolab Inc. 2010 Stock Incentive Plan

For

Issuer

For

With

Advisory vote to approve the compensation of executives disclosed in the Proxy Statement.

For

Issuer

For

With

Stockholder proposal requesting executives to retain significant stock

Against

Issuer

Against

With

Stockholder proposal regarding congruency between corporate values and political contributions

Against

Issuer

Against

With

EXPRESS SCRIPTS HOLDING COMPANY

	Ticker Symbol: ESRX	Cusip Number: 302193G108
	Record Date: 3/11/2013	Meeting Date: 5/9/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors Gary G. Benanav Maura C. Breen William J. Delaney Nicholas J. Lahowchic Thomas P. Mac Mahon Frank Merfenthaler Woodrow A. Myers, Jr. George Paz William L. Roper, MD MPH Samuel K Skinner Seymour Sternberg

For

Issuer

For

With

To ratify the appointment of PricewaterhouseCooper LLP as the company's independent registered public accountants.

For

Issuer

For

With

To approve, by non-binding vote, executive compensation.

For

Issuer

For

With

FASTENAL COMPANY

	Ticker Symbol: FAST	Cusip Number: 311900104
	Record Date: 2/22/2013	Meeting Date: 4/16/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors Robert A. Kierlin Stephen M. Gostomski Willard d. Oberton Michael J. Dolan Reyne K Wisecup Hugh L. Miller Michael J. Ancius Scott A. Satterlee Rita J. Heise Darren R. Jackson

For

Issuer

For

With

Ratification of the appointment of KPMG LLP as independent registered public accounting firm for the 2013 fiscal year.

For

Issuer

For

With

Approval, by non-binding vote, executive compensation.

For

Issuer

For

With

FOOT LOCKER, INC.

	Ticker Symbol: FL	Cusip Number: 344849104
	Record Date: 3/18/2013	Meeting Date: 5/15/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors recommend a vote for election of the following nominees Ken C Hicks Guillermo Marmol Dona D Young Maxine Clark

For

Issuer

For

With

Ratification of the appointment of independent registered public accounting firm

For

Issuer

For

With

Approval of the 2013 Foot Locker employees stock purchase plan

For

Issuer

For

With

Advisory of the company's executive compensation

For

Issuer

For

With

Shareholder proposal, if properly presented at the meeting, to repeal classified board.

Against

Issuer

Against

With

GILEAD SCIENCES, INC.

	Ticker Symbol: GILD	Cusip Number: 375558103
	Record Date: 3/13/2013	Meeting Date: 5/8/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors recommend a vote for election of the following nominees John F. Cogan Etienne F. Daignon Carla A. Hills Kevin E. Lofton John W. Madigan John C. Marin Nicholas G. Moore Richard J. Whitley Gayle E. Wilson Per Wold-Olsen

For

Issuer

For

With

Ratify the selection of Ernst & Young LLP by the audit committee of the board of directors as the independent registered public accounting firm of Gilead for the fiscal year ending December 31, 2013

For

Issuer

For

With

To approve a restatement of Gilead Sciences, Inc's 2004 equity incentive plan.

For

Issuer

For

With

To approve an amendment to Gilead's restated certificate of incorporation.

For

Issuer

For

With

To approve, on the advisory basis, the compensation of Gilead's named executive officers as presented in the proxy statement.

For

Issuer

For

With

To vote on a stockholder proposal requesting that the board adopt a policy that the chairman of the board of directors be an independent director, if properly presented at the meeting.

Against

Issuer

Against

With

To vote on a stockholder proposal request that the board take steps to permit stockholders action by written consent if properly presented at the meeting.

Against

Issuer

Against

With

GNC HOLDINGS, INC

	Ticker Symbol: GNC	Cusip Number: 36191G107
	Record Date: 3/28/2013	Meeting Date: 5/23/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors recommend a vote for election of the following nominees Philip E. Mallott Scott O'Hara Richard J. Wallace

For

Issuer

For

With

Amendment to the company's amended and restated certificate of incorporation to eliminate the authorized Class B Common stock par value of $0.00 per share and provisions related thereto

For

Issuer

For

With

Amendment to the company's amended and restated certificate of incorporation to set range in size of our board of directors

For

Issuer

For

With

The approval of an amendment to the company's amended and restated certificate of incorporation to: declassify our board of directors and provide for annual election of all directors.

For

Issuer

For

With

The approval of an amendment to the company's amended and restated certificate of incorporation to: delete various provisions related to the company's former "sponsors"

For

Issuer

For

With

Amendment it the company's certificate of incorporation to permit stockholders to take action by written consent.

For

Issuer

For

With

The ratification of appointment of PricewaterhouseCooper LLP as independent auditors for the company's 2013 fiscal year

For

Issuer

For

With

The approval, by non-binding, of the compensation paid to the company's named executive officers in 2012, as disclosed in the accompanying proxy materials.

For

Issuer

For

With

INTUITIVE SURGICAL, INC.

	Ticker Symbol: ISRG	Cusip Number: 46120E602
	Record Date: 2/25/2013	Meeting Date: 4/25/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors Amal M. Johnson Eric H. Halborson Alan J. Levy, PH.D

For

Issuer

For

With

To approve the amendment and restatement of the company's 2010

For

Issuer

For

With

The ratification of the appointment of Ernst & young LLP as the company's of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2013.

For

Issuer

For

With

JOHNSON & JOHNSON

	Ticker Symbol: JNJ	Cusip Number: 478160104
	Record Date: 2/26/2013	Meeting Date: 4/25/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Mary Sue Coleman Election of James G Cullen Election of Ian E L Davis Election of Alex Gorsky Election of Michael M E Johns Election of Susan L Linquist Election of Anne M Mulcahy Election of Leo F Mullin Election of William D Perez Election of Charles Prince Election of A Eugene Washington Election of Ronald A. Williams

For

Issuer

For

With

Ratification of appointment of PricewaterhouseCooper LLP as independent registered public accounting firm for 2013

For

Issuer

For

With

Shareholder Proposal - Executive to retain significant stock

Against

Issuer

Against

With

Shareholder Proposal on Political contributions and corporate values

Against

Issuer

Against

With

Shareholder Proposal on independent board chairman.

Against

Issuer

Against

With

LINKEDIN CORPORATION

	Ticker Symbol: LINK	Cusip Number: 55003T107
	Record Date: 3/25/2013	Meeting Date: 5/14/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors recommend a vote for election of the following nominees George "Skip" Battle Michael J. Moritz

For

Issuer

For

With

Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accountants of Linkedin Corporation for the fiscal year ending December 31, 2013

For

Issuer

For

With

LINKEDIN CORPORATION

	Ticker Symbol: LNKD	Cusip Number: 53578A108
	Record Date: 4/19/2013	Meeting Date: 6/13/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors George "Skip" Battle Michael J Moritz

For

Issuer

For

With

LORILLARD, INC

	Ticker Symbol: LO	Cusip Number: 544147101
	Record Date: 3/25/2013	Meeting Date: 5/14/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

To amend the Lorillard, Inc. amended and restated certificate of incorporation to declassify the board of directions (the "declassification amendment") and provide for the annual election of directors.

For

Issuer

For

With

Election of Andrew H. Card, Jr. as a director to hold office until the annual meeting of shareholders for 2014 (or as class II directors until the annual meeting of shareholders for 2016 if the declassification amendment in proposal NO. 1 is not approved).

For

Issuer

For

With

Election of Virgis W. Colbert as a director to hold office until the annual meeting of shareholders for 2014 (or as class II directors until the annual meeting of shareholders for 2016 if the declassification amendment in proposal NO. 1 is not approved).

For

Issuer

For

With

Election of Richard W. Roedel as a director to hold office until the annual meeting of shareholders for 2014 (or as class II directors until the annual meeting of shareholders for 2016 if the declassification amendment in proposal NO. 1 is not approved).

For

Issuer

For

With

Advisory vote to approve the company's executive compensation.

For

Issuer

For

With

Ratification of selection of Deloitte & Touche as the company's independent registered public accounting firm.

For

Issuer

For

With

Shareholder proposal on disclosure of lobbying policies and practices.

Against

Issuer

Against

With

LUMBER LIQUIDATORS HOLDINGS, INC

	Ticker Symbol: LL	Cusip Number: 55003T107
	Record Date: 3/25/2013	Meeting Date: 5/14/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors recommend a vote for election of the following nominees Macon F. Brock, Jr. John M. Presley Thomas D. Sullivan

For

Issuer

For

With

Ratification of the selection of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2013

For

Issuer

For

With

Advisory (non-binding) vote to approve named executive officer compensation.

For

Issuer

For

With

MANHATTAN ASSOCIATES, INC

	Ticker Symbol: MANH	Cusip Number: 562750109
	Record Date: 3/28/2013	Meeting Date: 5/10/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors recommend a vote for election of the following nominees John J. Huntz Dan J. Lautenbach Thomas E. Noonan

For

Issuer

For

With

Non-binding resolution to approve the compensation of the company's named executive officers

For

Issuer

For

With

Ratification of the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2013

For

Issuer

For

With

MARATHON PETROLEUM CORP

	Ticker Symbol: MPC	Cusip Number: 56585A102
	Record Date: 2/25/2013	Meeting Date: 4/24/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors recommend: a vote for election of the following nominees. 01. Evan Bayh 02. William L. Davis 03. Tomas J. Usher

For

Issuer

For

With

Ratification of the selection of PriceWaterHOuseCoopers LLP as the company's independent auditor for 2013

For

Issuer

For

With

Advisory approval of the company's 2013 named executive officer compensation

For

Issuer

For

With

MASTERCARD INCORPORATED

	Ticker Symbol: MA	Cusip Number: 57636Q104
	Record Date: 4/19/2013	Meeting Date: 6/18/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors Richard Haythornthwaite Ajay Baga Silvio Barzi David R. Carlucci Steven J. Freiberg Nancy J. Karch Marc Olivie Rima Qureshi Jose Octavio Reyes Lagunes Mark Schwartz Jackson P. Tai Edward Suning Tain

For

Issuer

For

With

Advisory approval of the company's executive compensation

For

Issuer

For

With

Ratification of the appointment of Pricewaterhousecoopers Lip as the independent registered public accounting firm

For

Issuer

For

With

MATTEL, INC

	Ticker Symbol: MAT	Cusip Number: 577081102
	Record Date: 3/15/2013	Meeting Date: 5/10/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: Michael J. Dolan Trevor A. Edwards Dr. Frances D. Fergusson Dominic NG Vasant M. Prabhu Dr. Andrea L. Rich Dean A. Scarborough Christopher A. Sinclair Bryan G. Stockton Dirk Van De Put Kathy White Loyd

For

Issuer

For

With

Advisory vote to approve named executive officer compensation, as described in the Mattel, Inc proxy statement

For

Issuer

For

With

Ratification of the selection of Pricewaterhousecoopers LLP as Mattel, Inc's independent registered public accounting firm

For

Issuer

For

With

MCDONALDS CORPORATION

	Ticker Symbol: MCD	Cusip Number: 580135101
	Record Date: 3/25/2013	Meeting Date: 5/23/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

The Board of Directors recommends a vote for the nominees identified on the voting instruction form. Walter E. Messey John W. Roger Jr. Roger W. Stone Miles D. White

For

Issuer

For

With

Advisory vote to approve executive compensation

For

Issuer

For

With

Advisory vote to approve the appointment of Ernst & Young LLP as independent auditor for 2013

For

Issuer

For

With

Advisory vote on a shareholder proposal requesting an annual report on executive compensation, if presented.

Against

Issuer

Against

With

Advisory vote on a shareholder proposal requesting an human rights report, if presented.

Against

Issuer

Against

With

Advisory vote on a shareholder proposal requesting an executive stock retention policy, if presented.

Against

Issuer

Against

With

Advisory vote on a shareholder proposal requesting a nutrition report, if presented.

Against

Issuer

Against

With

MONSTER BEVERAGE CORPORATION

	Ticker Symbol: MNST	Cusip Number: 611740101
	Record Date: 4/11/2013	Meeting Date: 6/3/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors recommend a vote for election of the following nominees Rodney C Sacks Hilton H Schlosberg Norman C Epstein Benjamin M Polk Sydney Selati Harold C Taber Mark S Viderguaz

For

Issuer

For

With

Proposal to ratify the appointment of deloitte & touche llp, as the independent registered public accounting firm of the company for the fiscal year ending on December 31, 2013

For

Issuer

For

With

Proposal to approve, on a non-binding, advisory basis, the compensation of the company's named executive officers.

For

Issuer

For

With

NIKE, INC.

	Ticker Symbol: NKE	Cusip Number: 654106103
	Record Date: 7/23/2012	Meeting Date: 9/20/2012

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors recommend a vote for election of the following nominees Alan B .Graf John C. Lechleiter Phyllis M. Wise

For

Issuer

For

With

To hold an advisory vote to approve executive compensation

For

Issuer

For

With

To amend the articles of incorporation to increase the number of authorized shares of common stock.

For

Issuer

For

With

To re-approve and amend the Nike, Inc long-term incentive plan

For

Issuer

For

With

To ratify the appointment of (No Suggestions) LLP as independent registered public accounting firm

For

Issuer

For

With

To consider a shareholder proposal regarding political contributions disclosure

Against

Issuer

Against

With

OPENTABLE, INC

	Ticker Symbol: OPEN	Cusip Number: 68372A104
	Record Date: 4/12/2013	Meeting Date: 6/5/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors recommend a vote for election of the following nominees Thomas H. Layton Matthew Roberts

For

Issuer

For

With

The ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2013

For

Issuer

For

With

Advisory vote on the approval of the compensation of our named executive officers

For

Issuer

For

With

PFIZER, INC

	Ticker Symbol: PFE	Cusip Number: 717081103
	Record Date: 2/27/2013	Meeting Date: 4/24/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: Dennis A. Ausiello M. Anthony Burns W. Don Cornwell Frances D. Fergusson William H. Gray III Helen H Hobbs Constance J. Horner James M Kilts George A Lorch Suzanne Nora Johnson Ian C Read Stephen W Sanger Marc Tessier-Lavigne

For

Issuer

For

With

Ratify the selection of KPMG LLP as independent registered public accounting firm for 2013.

For

Issuer

For

With

Advisory approval of executive compensation.

For

Issuer

For

With

Shareholder proposal regarding executive equity retention.

Against

Issuer

Against

With

POLARIS INDUSTRIES INC

	Ticker Symbol: PII	Cusip Number: 731068102
	Record Date: 2/28/2013	Meeting Date: 4/25/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors recommend a vote for election of the following nominees Brain C. Cornell Bernd F Kessler Scott W Wine

For

Issuer

For

With

Ratify the selection of Ernst & Young LLP as independent registered public accounting firm for 2013

For

Issuer

For

With

Advisory vote to approve the compensation of our named executive officers

For

Issuer

For

With

PRICELINE

	Ticker Symbol: PCLN	Cusip Number: 741503403
	Record Date: 4/11/2013	Meeting Date: 6/6/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors recommend a vote for election of the following nominees Tim Armstrong Howard W Barker Jeffery H Boyd Jan L Docter Jeffery E Epstein James M Guyette Nancy B Pertsman Thomas E Rothman Craig W Rydin

For

Issuer

For

With

To ratify the selection of deloitte & touche llp as the independent registered public accounting firm of the company for the fiscal t=year ending december 31 2013

For

Issuer

For

With

To approve on an advisory basis the compensation paid by the company to its names executive officers

For

Issuer

For

With

To approve an amendment to the company's 1999 omnibus plan to increase the number of shared authorized for issuance under the plan by 2,400,000 shares and certain other amendments to the plan

For

Issuer

For

With

To consider and vote upon a non-binding stockholder proposal requesting that the company's board of directors adopt a policy limiting the acceleration of cesting of equity awards granted to senior exectutives in the event of a change in control of the company.

For

Issuer

For

With

PULTEGROUP, INC

	Ticker Symbol: PHM	Cusip Number: 745867101
	Record Date: 3/11/2013	Meeting Date: 5/8/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors recommend a vote for election of the following nominees Brian P. Anderson Bryce Clair Richard J. Dugas, Jr. Thomas Folliard Cheryl W. Grise Andre J. Hawaux Devra J. Kelly-Ennis Patrick J. O'Leary James J. Postl

For

Issuer

For

With

Approval of our 2013 Senior Management Incentive Plan

For

Issuer

For

With

Approval of our 2013 stock incentive plan

For

Issuer

For

With

Approval of an amendment to extend the term of our amended and restated section 382 rights agreement.

For

Issuer

For

With

A shareholder proposal requesting the election of directors by a majority, rather than plurality, vote, if properly presented at the meeting

Against

Issuer

Against

With

A shareholder proposal regarding the use of performance based options, if properly presented at the meeting

Against

Issuer

Against

With

QUESTOR PHARMACEUTICALS, INC

	Ticker Symbol: QCOR	Cusip Number: 74835Y101
	Record Date: 4/4/2013	Meeting Date: 5/24/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors recommend: A vote for election of the following nominees Don M Bailey Neal C Bradsher Stephen C Farrell Louis Silverman Virgil D Thompson Scott M Whitcup

For

Issuer

For

With

Proposal to approve an advisory (non -binding) resolution regarding the compensation of the named executive officers.

For

Issuer

For

With

Proposal to approve an advisory (non -binding) resolution regarding the compensation of the named executive officers.

For

Issuer

For

With

ROSS STORES, INC.

	Ticker Symbol: ROSS	Cusip Number: 778296103
	Record Date: 5/22/2013	Meeting Date: 5/22/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors Michael Balmuth K. Gunnar Bjorklund Sharo D. Garrett Michael J. Bush Norman A. Ferber Gregory L. Quesnel

For

Issuer

For

With

Approval of certain provisions of 2008 equity incentive plan

For

Issuer

For

With

Advisory vote to approve the resolution on the compensation of the named executive officers

For

Issuer

For

With

To ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for fiscal year ending February 1, 2014

For

Issuer

For

With

SALLY BEAUTY HOLDINGS, INC.

	Ticker Symbol: SBH	Cusip Number: 79546E104
	Record Date: 12/3/2012	Meeting Date: 1/30/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors recommend a vote for election of the following nominees Christian A. Brickman Marshall E. Eisenberg John A. Miller

For

Issuer

For

With

Ratification of the selection of KPMG LLP as the corporations independent registered public accounting firm for the fiscal year 2013

For

Issuer

For

With

Stockholder proposal by the pension reserves investment management board to repeal classified board.

Against

Issuer

Against

With

SIMON PROPERTY GROUP, INC

	Ticker Symbol: SPG	Cusip Number: 828806109
	Record Date: 3/15/2013	Meeting Date: 5/14/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: Melvyn E. Bergstein Larlry C. Glasscock Karen N. Horn, PHD Allan Hubbard Reuben S. Leibowitz Daniel C. Smith, Jr.

For

Issuer

For

With

Annual Advisory vote to approve the company's executive compensation

For

Issuer

For

With

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2013

For

Issuer

For

With

STARBUCKS CORPORATION

	Ticker Symbol: SBUX	Cusip Number: 855244109
	Record Date: 1/10/2013	Meeting Date: 3/20/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors: Howard Schultz William W. Bradley Robert M. Gates Mellody Hobson Kevin R. Johnson Olden Lee Joshua Cooper Ramo James G. Shennan, Jr. Clara Shih Javier G. Teruel Myron E. Ullman, III Craig E. Weatherup

For

Issuer

For

With

Approval of an advisory resolution on executive compensation.

For

Issuer

For

With

Approval of an amendment and restatement of the 2005 Long-Term Equity Plan, including an increase in the number of authorized shares under the plan.

For

Issuer

For

With

Ratification of appointment of Deloitte & Touche as the independent registered public accounting firm for the fiscal year ending September 29, 2013.

For

Issuer

For

With

Shareholder proposal to prohibit political spending.

Against

Issuer

Against

With

THE COCA-COLA COMPANY

	Ticker Symbol: KO	Cusip Number: 191216100
	Record Date: 2/25/2013	Meeting Date: 4/24/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

The of Director recommends you vote For the following proposals: Herbert A. Allen Ronald W. Allen Howard G. Buffett Richard M. Daley Barry Diller Helene D. Gayle Evan G. Greenberg Alexis M. Herman Mutar Kent Robert A. Kotick Maria Elena Lagomasino Donald F. McHenry Sam Nunn James D. Robinson, III Peter V. Ueverroth Jacob Wallenberg

For

Issuer

For

With

Ratification of the appointment of Ernst & Young LLP as Independent Auditors

For

Issuer

For

With

Advisory vote to approve executive compensation

For

Issuer

For

With

Approve an amendment to the Company's By-Laws to permit shareowners to call special meetings.

For

Issuer

For

With

Shareholder proposal regarding a Board committee on human rights.

Against

Issuer

Against

With

THE HERSHEY COMPANY

	Ticker Symbol: HSY	Cusip Number: 427866108
	Record Date: 3/4/2013	Meeting Date: 4/30/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Elections of Directors P.M. Arway Elections of Directors J.P. Bilbrey Elections of Directors R.F. Cavanaugh Elections of Directors C.A. Davis Elections of Directors R.M. Malcom Elections of Directors J.M. Mead Elections of Directors J.E. Nevels Elections of Directors A.J. Palmer Elections of Directors T.J. Ridge Elections of Directors D. L. Shedlarz

For

Issuer

For

With

Ratify the appointment of KPMG LLP as independent auditors for 2013

For

Issuer

For

With

Approve on a non-binding advisory basis, a resolution approving executive compensation

For

Issuer

For

With

THE MIDDLEBY CORPORATION

	Ticker Symbol: MIDD	Cusip Number: 596278101
	Record Date: 3/20/2013	Meeting Date: 5/14/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors recommend a vote for election of the following nominees Selim A. Bassoul Robert B. Lamb John R. Miller III Gordon O'Brien Philip G. Putman Sabin C. Streeter

For

Issuer

For

With

Approval, by an advisory vote, of the 2012 compensation of the company's named executives officers, as disclosure pursuant to the compensation disclosure rules and of the securities and exchange commission

For

Issuer

For

With

Amendment of the company's second amended and restated bylaws to implement majority voting for uncontested director elections

For

Issuer

For

With

Ratification of the selection of Ernst & Young LLP as the company's independent public accountants for the current fiscal year ending December 28, 2013

For

Issuer

For

With

THE SHERWIN-WILLIAMS COMPANY

	Ticker Symbol: SHW	Cusip Number: 872540109
	Record Date: 4/15/2013	Meeting Date: 6/11/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors recommend a vote for election of the following nominees A.F. Anton C.M. Connor D.F. Hodnik T.G. Kadien R.J. Kramer S.J. Kropf R.K. Smucker J.M. Stropki

For

Issuer

For

With

Advisory approval of compensation of the name executives.

For

Issuer

For

With

Amendment to articles of incorporation to implement majority voting in uncontested elections of directors.

For

Issuer

For

With

Ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm 2013

For

Issuer

For

With

THE TJX COMPANIES, INC

	Ticker Symbol: TJX	Cusip Number: 872540109
	Record Date: 4/15/2013	Meeting Date: 6/11/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors Zeln Abdalia Jose' B. Alvarez Alan M. Bennett Bernard Cammarata David T. Ching Michael F. Hines Amy B. Lane Dawn G. Lepore Carol Meyrowltz John F. O'Brien Willow B. Shire

For

Issuer

For

With

Ratification of appointment of independent registered public accounting firm for fiscal 2014

For

Issuer

For

With

Approval of stock incentive plan amendments and material terms of performance goals under the plan

For

Issuer

For

With

Say on pay: Advisory approval of THX' executive compensation

For

Issuer

For

With

UNION PACIFIC CORPORATION

	Ticker Symbol: UNP	Cusip Number: 907818108
	Record Date: 2/28/2013	Meeting Date: 5/16/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors A.H. Card, Jr E.B Davis, Jr T.J. Donohue A.W. Dunham J.R. Hope J.J. Koraleski C.C. Krulak M.R. McCarthy M.W. McConnell T.F. McLarty III S.R. Rogel J.H. Villarreal J.R. Young

For

Issuer

For

With

Ratification of appointment of Deloitte & Touche as the independent registered public accounting firm.

For

Issuer

For

With

An advisory vote on executive compensation ("Say on Pay")

For

Issuer

For

With

Adopt the Union Pacific Corporation 2013 Stock Incentive Plan

For

Issuer

For

With

Shareholder Proposal regarding lobbying activities if properly presented at the Annual Meeting.

Against

Issuer

Against

With

VISA INC

	Ticker Symbol: V	Cusip Number: 92826C839
	Record Date: 12/4/2012	Meeting Date: 1/30/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Directors Gary P. Coughlan Mary B. Cranston Francisco Javier Fernandez-Carbajal Rovert W. Matschullat Cathy E. Minehan Suzanne Nora Johnson David J. Pang Joseph W. Saunders Charles W. Scharf William S. Shanahan John A. Swainson

For

Issuer

For

With

Approval. on an advisory basis, of the compensation of our named executive officers.

For

Issuer

For

With

Ratification of the appointment of KPMG LLP as independent registered public accounting firm for fiscal year 2013.

For

Issuer

For

With

Stockholder proposal, pm, lobbying practices and expenditures, if properly presented

Against

Issuer

Against

With

ZILLOW, INC.

	Ticker Symbol: Z	Cusip Number: 98954A107
	Record Date: 2/27/2013	Meeting Date: 5/31/2013

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Directors recommend: A vote for election of the following nominees Richard N Barton Lloyd D Frink

For

Issuer

For

With

Aprrove an amendment to the zillow, INC amend and restated 2011 incentive plan

For

Issuer

For

With

Ratify the appointment of ernst & young llp as independent registered public accounting firm for the fiscal year ending december 31, 2013

For

Issuer

For

With

* Management Recommended Vote

Sparrow Growth Fund Class C

* Management Recommended Vote

Sparrow Growth Fund No Load

* Management Recommended Vote

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.

Sparrow Funds

By /s/Gerald Sparrow

* /s/Gerald Sparrow

President and Treasurer

Date: August 15, 2013

*Print the name and title of each signing officer under his or her signature.

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