About Form N-PX

Form N-PX has historically been used by fund companies to disclose proxy votes and procedures. Proxy votes allow fund holders to assign their votes at shareholder meetings to a designated representative of that fund who will appear at the meeting. The SEC has recently announced rule changes expanding the scope of Form N-PX, requiring Form 13F filers to report "say-on-pay" votes for securities on Form N-PX annually.

Takeaways

13F filers will need to begin collecting voting information in preparation of their initial Form N-PX filing for the period of July 1, 2023 to June 30, 2024. This information is typically stored and made available in a structured format by the proxy advisory firm engaged by the 13F filer.

  • Institutional investment managers subject to the reporting requirements of section 13(f) of the Exchange Act (each a “manager” and collectively with funds, “reporting persons”) will be required to report votes related to certain executive compensation or "say-on-pay" matters for securities for which it “exercised voting power” annually on Form N-PX.

    "Say-on-pay" votes are defined as:

    1. Periodic votes on the approval of executive compensation;

    2. Votes on the frequency of such say-on-pay votes; and

    3. Votes to approve "golden parachute" compensation in connection with mergers and acquisitions.

    A reporting person “exercised voting power” if:

    1. The reporting person has the power to vote, or direct the voting of, a security; and

    2. The reporting person “exercises” this power to influence a voting decision for the security.

  • Reporting persons who have a disclosed policy of not voting proxies, and who did not in fact vote during the reporting period, can indicate their position on a Form N-PX notice report. For similar reasons, reporting persons that do not have any proxy votes to report for the reporting period can also file a notice report to this effect.

  • Reporting persons will be required to file Form N-PX annually, no later than August 31 of each year, for the most recent twelve-month period ended June 30. In order to provide time for reporting persons to prepare to comply with the new requirement, the first report on Form N-PX must be filed by August 31, 2024 for the period of July 1, 2023 to June 30, 2024.

  • Reports will be prepared and filed in eXtensible Markup language ("XML") created specifically for reports on Form N-PX. This is the same format used to create and file 13F reports.

Next Steps

It is recommended all 13F filers familiarize themselves with the new disclosure requirements and reach out to their respective proxy advisory firm to ensure they will enable the export of the required voting data beginning July 1, 2023 in structured format. Industry leading proxy advisory firms are preparing for this new requirement and are building out the features necessary to export voting data in both XML and MS Excel format for inclusion in Form N-PX.

If your firm manages proxy votes internally you will need to begin collecting and storing the necessary voting data beginning July 1, 2023 in preparation for its inclusion in your initial Form N-PX.

We have released our proxy voting table template to enable those who manage their own proxy votes to begin collecting and saving this data in an organized format now. You may share this template with your proxy advisory firm as it will be the structure we will require as part of our Form N-PX filing process.

Our Solution

Newsfile has developed a fillable Form N-PX template in MS Excel format. Our clients will simply need to complete this form, include the data export from their proxy advisory firm, and send it to us for processing. The procedure will mirror the process we have in place for 13F filings.

We have released the proxy voting table portion of the template, enabling our clients to familiarize themselves with the core of the filing and to allow those who manage proxy votes internally to begin collecting the necessary information.

Resources

The following are relevant news articles and resources relating to the preparation and filing of Form N-PX for 13F filers:

The content of this page is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.