Form N-PX for New 13F Filers: What to Expect in Your First Year
If you recently crossed the $100M threshold and are filing Form 13F for the first time, Form N-PX should be on your radar. This post walks through what the filing requires, when your obligation begins, and what you need to have ready before the August 31st deadline.
The connection between Form 13F and Form N-PX
Every institutional investment manager that files Form 13F is also required to file Form N-PX annually. The two forms are linked – your 13F filing status is what triggers the N-PX obligation.
When does your N-PX obligation start?
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 N-PX filing.
What do you need to report on Form N-PX?
As a 13F filer, Form N-PX 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, specifically:
Advisory votes to approve named executive officer compensation
Votes on the frequency of say-on-pay votes
Votes on golden parachute compensation in connection with mergers or acquisitions
You are not required to report director elections, shareholder proposals, or other proxy matters. Those requirements apply to registered investment companies such as mutual funds, not to 13F filers.
What data do you need to collect on Form N-PX?
For each say-on-pay vote, you will need to have the following information ready:
Company name and CUSIP for the security voted
Date of the shareholder meeting
A description of the matter voted on, matching the language in the issuer's proxy statement
The number of shares voted
The number of shares on loan that were not recalled for voting (enter zero if none)
How you voted: For, Against, Abstain, or Withhold
Whether your vote was for or against management's recommendation on the matter
If you voted differently across client accounts on the same matter, each voting outcome needs to be reported as a separate line item with the corresponding share count.
Most managers source this data from their proxy voting service provider or custodian. The format you receive it in will vary, but the data points above are what ultimately need to make it into the filing.
What if you didn't vote on any say-on-pay matters?
You are still required to file. Managers who did not exercise voting power over any say-on-pay matter during the reporting period file a Notice Report – a shorter filing with no voting data.
What does the Form N-PX filing itself look like?
Form N-PX is submitted to the SEC's EDGAR system in XML format by August 31st. The filing consists of a cover page, a summary page, and the voting data. The XML requirement means you cannot simply upload a spreadsheet – the data needs to be converted into a structured format that EDGAR will accept.
For a full breakdown of what 13F filers are required to report, 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.