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On November 2, 2022, the Securities and Exchange Commission adopted rule and form amendments under the Securities Exchange Act of 1934 (“Exchange Act”) that would require each person that (1) is an “institutional investment manager” as defined in the Exchange Act; and (2) is required to file reports under section 13(f) of the Exchange Act, to report its say-on-pay votes on Form N-PX.
Form N-PX Filing Agent Service:
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Form N-PX Cover Page Template
Form N-PX Voting Record Excel Template (13F Filers, Funds)
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Form N-PX Requirements for 13F Filers:
The SEC is requiring each person that is an “institutional investment manager” and is required to file reports under section 13(f) of the Exchange Act, to report its say-on-pay votes on Form N-PX.
What are say-on-pay votes?
The types of say-on-pay votes that managers must report are the same as the types of shareholder advisory votes section 14A of the Exchange Act requires. This includes votes on the approval of executive compensation and on the frequency of such executive compensation approval votes, as well as votes to approve “golden parachute” compensation in connection with a merger or acquisition.
What counts as voting?
The SEC has adopted a two-part test for determining whether a manager “exercised voting power” over a security and must report a say-on-pay vote on Form N-PX. A manager is required to report a say-on-pay vote for a security only if the manager:
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.
In the first part of the test, the ability to vote the security or direct the voting of the security includes the ability to determine whether to vote the security at all, or to recall a loaned security before a vote.
Which securities need to be reported?
Managers are required to report say-on-pay votes under section 14A with respect to any security over which it exercised voting power. The SEC is not modifying the scope of securities to align with those reported on Form 13F. Every institutional investment manager subject to section 13(f) is required to report how it voted on any say-on pay shareholder vote, which would include say-on-pay votes held by issuers of securities that are not reported on Form 13F.
What if I do not vote proxies?
The SEC is not providing exception from reporting when the manager does not vote, but are adopting a streamlined reporting option for managers who have a disclosed policy of not voting proxies and in fact have not voted proxies during the reporting period.
A designation will be added to Form N-PX that would permit managers who have a disclosed policy of not voting proxies, and who did not in fact vote during the reporting period, to indicate such in a notice report. The manager would not have to report any information on a security-by-security basis and instead would be required only to file N-PX’s cover page and required signature.
What are the two main report types?
Institutional Manager Voting Report: to be used when a manager is reporting all of its proxy votes that are required to be reported in a single report. As proposed, this reporting type is for managers when the report contains all say-on-pay votes of the manager.
Section 14A requires every institutional investment manager subject to section 13(f) to report how it voted on any say-on-pay shareholder vote, which would include say-on-pay votes held by issuers of securities that are not reported on Form 13F.
Institutional Manager Notice Report: to be used when the report contains no say-on-pay votes of the manager. A manager will be permitted to file a notice report in three circumstances:
All proxy votes for which the manager exercised voting power are reported by other reporting persons.
The manager did not exercise voting power for any reportable voting matter and therefore does not have any proxy votes to report.
The manager has a clearly disclosed policy of not voting, and did not vote, on any proxy voting matters.