Does Every 13F Filer Have to File Form N-PX?
The short answer is yes. Every institutional investment manager that files Form 13F is required to file Form N-PX annually, with no exceptions based on firm size, AUM, or voting activity. But there are a few nuances worth understanding – particularly for new filers, departing filers, and managers who did not cast any votes during the year.
The basic rule
Under Rule 14Ad-1, any institutional investment manager required to file Form 13F must also report its say-on-pay votes on Form N-PX each year. The filing covers the 12-month period from July 1st through June 30th and is due no later than August 31st.
This requirement applies regardless of:
How much you have in AUM
Whether you voted any proxies during the year
Whether you use a third-party proxy voting service
Whether you hold the securities yourself or through managed accounts
If you are required to file Form 13F, you are required to file Form N-PX.
What if you didn't vote anything?
Managers who did not exercise voting power over any say-on-pay matter during the reporting period are still required to file. In that case, you file a Notice Report – a streamlined filing that consists of a cover page and required signature, with no voting data attached.
What about new 13F filers?
There is one transition rule that applies to managers filing Form 13F for the first time. A new filer is not required to file Form N-PX for the 12-month period ending June 30th of the same calendar year in which its initial Form 13F filing is due.
For example: if your firm crosses the $100M threshold at any month-end during 2026 and is therefore required to begin filing Form 13F with the Q4 2026 filing (due February 14th, 2027), your first Form N-PX would not be due in 2027. It would be due by August 31st, 2028, covering the period July 1st, 2027 through June 30th, 2028.
That said, you should be tracking say-on-pay votes during the first year, because that full July 1st, 2027 through June 30th, 2028 window will need to be reported in your first filing.
What about managers who stop filing 13F?
When a manager files its final Form 13F, there is a short-form N-PX obligation that applies for the remainder of that calendar year. Specifically, the manager is required to file one last Form N-PX covering only the period from July 1st through September 30th of the year in which the final 13F is due – and that filing has a different deadline than the standard August 31st date.
For example: if your firm drops below the $100M threshold and your final Form 13F is the Q3 2026 filing (due November 14th, 2026), you are still required to file one last Form N-PX covering July 1st, 2026 through September 30th, 2026. That filing is due no later than March 1st, 2027. Any say-on-pay votes at meetings occurring after September 30th, 2026 do not need to be reported.
What counts as "exercising voting power"?
The rule uses a two-part test. Voting power is considered exercised when a manager has or shares the ability to vote or direct the voting of a security, and uses that power to influence a voting decision. This can happen directly or through an agent such as a proxy adviser. Depending on your voting policy, choosing not to recall loaned securities and therefore not voting them may also be considered an exercise of voting power in some circumstances.
If you are uncertain whether your firm's activities constitute exercising voting power, consult with counsel before concluding that a Notice Report is appropriate.
What does Form N-PX require you to report?
For 13F filers, the filing is limited to say-on-pay votes – not all proxy votes. These are shareholder votes on executive compensation matters under Section 14A of the Exchange Act.
You are not required to report director elections, shareholder proposals, environmental resolutions, or other common proxy matters. That broader reporting requirement applies to registered investment companies such as mutual funds, not to 13F filers.
For a full breakdown of what 13F filers are required to report on Form N-PX, see our Form N-PX FAQ for 13F filers.
How ACN Can Help
Form N-PX can be complex and time-consuming – but we make it easy.
ACN Solutions offers a specialized filing agent service tailored to Form 13F filers. Whether you're submitting a Voting Report or a Notice Report, we guide you through the process and handle the formatting and EDGAR submission logistics on your behalf.
Our service is modeled after our trusted 13F process and includes:
SEC-compliant templates to help you compile your voting record
The ability to work directly from data exports provided by your proxy voting service provider
Light review and formatting assistance to ensure technical compliance with SEC requirements
Full XML conversion and submission through your EDGAR credentials
If your proxy voting provider has given you a data export that isn't ready for EDGAR submission, we can take it from there. Many managers find that getting the data out of their provider is the easy part – getting it into a format EDGAR will accept is where they need help.
While clients are responsible for the substantive accuracy of the information reported, we help ensure the file is technically sound and accepted by EDGAR.
Contact us here to learn more or get started.
Disclaimer
The information provided in this blog post is for general informational purposes only and does not constitute legal, compliance, or financial advice. ACN Solutions LLC is not a law firm, compliance advisor, or affiliated with the Securities and Exchange Commission (SEC). While we strive to provide accurate and timely guidance based on publicly available SEC resources, we do not speak on behalf of the SEC and are not authorized to interpret its rules or policies. Readers should consult their legal counsel or compliance professionals for specific guidance related to their regulatory obligations.