SEC Form N-PX: What Proxy-Vote Reporting Requires

The Securities and Exchange Commission adopted amendments on November 2, 2022 to enhance Form N-PX, the form used by mutual funds, exchange-traded funds and certain other registered funds to report how they vote their proxies. The same rulemaking extends Form N-PX to a new population: institutional investment managers, who must report how they voted on executive compensation, or “say-on-pay” matters.

For readers tracking crypto-adjacent asset managers, fund issuers and firms with large public-company equity holdings, the practical question is which entities file, what each filing must contain, and how the data is structured.

Who files Form N-PX

Registered management investment companies, other than small business investment companies registered on Form N-5, are required to file Form N-PX. That covers the conventional fund universe the form was originally built for.

The bigger change sits in new rule 14Ad-1 under the Securities Exchange Act of 1934. Managers subject to the reporting requirements of section 13(f) of the Exchange Act must report annually on Form N-PX each say-on-pay vote over which they exercised voting power. This is a reporting obligation on top of existing filings, not a substitute for them.

What funds must disclose about each vote

The amendments are aimed at making proxy voting records more usable and easier to analyze, which the SEC frames as improving investors’ ability to monitor how their funds vote and compare different funds’ voting records.

The amended form requires funds to disclose the number of shares voted or instructed to be cast — where the fund had not received confirmation of the actual number of votes cast — and how those shares were voted. If votes were cast in multiple manners, such as both for and against, funds must disclose the number of shares voted or instructed to be voted in each manner.

Funds must also disclose the number of shares loaned but not recalled and therefore not voted by the fund. This matters for readers assessing governance claims: a fund’s inability to vote shares on loan is now visible rather than implicit.

Categorization and its limits

Funds must categorize reported votes consistent with a list of categories outlined in the amended form. The list includes director elections, extraordinary transactions, Section 14A say-on-pay, shareholder rights and defenses, and the environment or climate, among others.

The categories are non-exclusive, and funds must select all categories applicable to a matter. A single vote can therefore carry several labels. Where no specific category applies, funds remain subject to the current requirement to provide a brief identification of the matter voted on; abbreviations in those descriptions should be limited to commonly understood terms or terms the issuer itself used.

For a reader comparing voting records, the categorization is useful but not a clean taxonomy — a vote tagged environmental and also tagged under shareholder rights will appear in both buckets.

Structured data and the aggregating fund

The amended form requires funds to file reports using a custom eXtensible Markup Language (XML) structured data language created specifically for Form N-PX. The Commission is developing electronic “style sheets” that, when applied to the reported XML data, will present the data in human-readable form.

Funds may report on Form N-PX on behalf of a series or a manager. Where they do, the fund must present the complete voting record of each included series separately and provide the required quantitative information for each included manager separately. The fund must also provide certain identifying information — generally name and other identifiers such as legal entity identifier — about the included series or managers on the amended form’s summary page.

Calculation: The filing therefore scales with inclusion. A fund reporting for three series and two managers must produce three separate series voting records and two separate manager quantitative blocks, plus summary-page identifiers for each — five reported units in this hypothetical illustration.

What the source does not say

The source does not state the amendments’ effective date or the first compliance date for either funds or managers, and published metadata does not substitute for those dates in the text. It does not specify penalties for late or inaccurate filings, nor whether relief or phase-in applies to smaller managers.

It also does not tell readers the voting outcomes of any particular fund or manager, and nothing here should be read as an assessment of any firm’s governance record. The source does not state the full category list beyond the examples given, and it does not confirm that the electronic style sheets were finished or available at any specific time.

Nor does it indicate whether funds lending shares will change lending practices in response to the new disclosure. That would be an inference, not a stated requirement.

Sources

• sec.gov