• Amendments to Form N-PX (the Annual Report of Proxy Voting Record) went into effect on July 1, 2024. Institutional managers that are required to make Form 13F filings are reminded that they will now be required to file Form N-PX in order to report how they voted proxies relating to executive compensation (or “say-on-pay”) matters. Previously, Form N-PX was only required for certain registered investment companies.
• The initial reports on Form N-PX will cover the period from July 1, 2023 to June 30, 2024. The due date for the initial filing is August 31, 2024.

Overview

The Securities and Exchange Commission (“SEC”) adopted amendments to Form N-PX on November 2, 2022. Previously, Form N-PX applied solely to registered investment companies (i.e., mutual funds, exchange-traded funds and certain other registered funds). The amendments not only enhanced the previous reporting requirements, but also expanded the scope of Form N-PX filers to now include certain institutional fund managers.

Specifically, pursuant to a new Rule 14Ad-1 under the Securities Exchange Act of 1934 (the “Exchange Act”), managers subject to reporting requirements under Section 13(f) of the Exchange Act must now report each say-on-pay vote over which they exercised voting power on Form N-PX. Managers will be required to file a report on Form N-PX for each 12-month period ending on June 30 of the calendar year following the manager’s initial filing on Form 13F. The initial Form N-PX filing for managers is due by August 31, 2024, covering the period from July 1, 2023, to June 30, 2024.

Form N-PX Disclosures

As noted above, the Form N-PX filing requires managers that file Form 13F to report say-on-pay votes over which they exercised voting power. The SEC has adopted the following two-part test to determine whether a manager “exercises voting power” -- the manager both (1) has the power to vote, or direct the voting of, a security, and (2) “exercises” this power to influence a voting decision for the security.

Managers required to file Form N-PX will need to disclose, among other information: the issuer of the security; the shareholder meeting date; identification of the matter voted on; the number of shares voted (or zero if no shares were voted); the number of shares that the reporting person loaned and did not recall; how the shares were voted (including if votes were cast in multiple manners); and whether the votes were for or against management’s recommendation. Managers must also select from certain specified, standardized categories the subject matter of each reported proxy voting item.

Managers who have a disclosed policy of not voting proxies (and did not in fact vote any proxies during any given reporting period) will still need to file Form N-PX but will only need to submit the cover page and required signature. These managers will not have to report information on a security-by-security basis.

The SEC’s final rule, including the new Form N-PX, is available here.