Form N-PX vs. Form 13F: What's the Difference?
If you file Form 13F with the SEC, you may have recently learned that a second annual filing requirement comes with it – Form N-PX. The two forms are linked, but they serve different purposes and cover different information. This post explains how they relate and what Form N-PX adds to your compliance obligations.
What is Form 13F?
Form 13F is a quarterly report filed by institutional investment managers that exercise investment discretion over $100M or more in certain equity securities. It discloses what you hold – a snapshot of your long equity positions as of the end of each calendar quarter, filed within 45 days of quarter-end.
If you are reading this, you are likely already familiar with Form 13F. For more details on who must file and when the obligation begins, see our post on the Form 13F filing trigger.
What is Form N-PX?
Form N-PX is an annual report that discloses how you voted proxies – specifically, how you voted on say-on-pay matters during the most recent July 1st through June 30th reporting period. It is filed once per year, due no later than August 31st.
Why do 13F filers have to file Form N-PX?
The requirement stems from the Dodd-Frank Wall Street Reform and Consumer Protection Act, which mandated that institutional investment managers subject to Section 13(f) of the Exchange Act report their say-on-pay votes annually. The SEC implemented this through Rule 14Ad-1, adopted in November 2022, with the first filings due by August 31st, 2024.
The logic is straightforward: because 13F filers hold significant positions in public companies, they also hold significant proxy voting power. Form N-PX creates a public record of how that power is exercised on executive compensation matters.
What does Form N-PX require you to report?
For 13F filers, Form N-PX is limited to say-on-pay votes – not all proxy votes. These include:
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
For each vote, you report the company name, CUSIP, meeting date, a description of the matter voted on, the number of shares voted, any shares on loan not recalled for voting, and how you voted relative to management's recommendation.
If you did not exercise voting power over any say-on-pay matter during the reporting period, you are still required to file – in that case as a Notice Report rather than a full Voting Report.
For a full breakdown of what 13F filers must report, see our Form N-PX FAQ for 13F filers.
Form 13F triggers a Form N-PX obligation
If you file Form 13F, Form N-PX is a required second filing – there are no exceptions. Where Form 13F tracks what you own on a quarterly basis, Form N-PX tracks how you voted on executive compensation matters once a year. They require different data and have different deadlines, and both need to be on your compliance calendar.
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.