Form N-PX FAQs (For 13F Filers)

This FAQ is tailored for institutional investment managers subject to Form 13F who are required to file Form N-PX under the SEC’s amended rules. It does not cover fund-level Form N-PX reporting. If you’re looking for that, stay tuned — a separate resource is in the works.

What is Form N-PX?

Form N-PX is the SEC’s reporting form used to disclose how institutional investment managers voted on certain shareholder matters — specifically, say-on-pay votes. These votes are required to be reported annually by all managers who file Form 13F.

Who must file Form N-PX?

All institutional investment managers who file Form 13F must also file Form N-PX. This includes managers who do not vote proxies — they still must submit a Notice Report indicating that no votes were cast.

What is an institutional investment manager?

An institutional investment manager is generally any entity — or person acting on behalf of an entity — that exercises investment discretion over one or more accounts.

Examples include investment advisers, banks, pension funds, insurance companies, and corporations managing their own portfolios. If you’re subject to Form 13F, then by definition, you’re considered an institutional investment manager for this purpose.

What is a say-on-pay vote?

Say-on-pay votes are shareholder votes required by Section 14A of the Exchange Act that relate to a public company’s executive compensation. These include:

• A vote to approve the compensation of named executive officers

• A vote to determine the frequency of say-on-pay votes

• A vote to approve “golden parachute” compensation in connection with mergers or acquisitions

These are the only types of votes that 13F filers must disclose on Form N-PX.

What counts as voting?

If you exercise voting power — whether you vote For, Against, Abstain, or Withhold — that counts as voting. In some cases, choosing not to vote may also be considered an exercise of voting power depending on your voting policy.

If you truly did not vote on any say-on-pay matters and did not exercise voting power, you may qualify to submit a Notice Report instead of a full Voting Report.

What is the difference between a Voting Report and a Notice Report?

Form N-PX includes two main report types for 13F filers:

Institutional Manager Voting Report

This is the full report used when a manager is disclosing its say-on-pay votes. It contains detailed information about each vote cast, including issuer details, vote description, how the manager voted, and more.

Under Section 14A, all institutional investment managers subject to Section 13(f) must report how they voted on say-on-pay matters — even if those matters relate to securities not reportable on Form 13F.

Institutional Manager Notice Report

This is a streamlined filing used when no reportable votes were cast. A Notice Report may be filed if:

• All votes were reported by another filer under a shared reporting arrangement

• The manager did not exercise voting power on any say-on-pay matters

• The manager has a clearly disclosed policy of not voting, and did not vote

What must be disclosed in the Voting Report?

Each say-on-pay vote must be listed in a table with the following fields:

• Issuer Name

• Meeting Date

• Vote Description (as shown on the issuer’s proxy card)

• Category Type (must be “SECTION 14A SAY-ON-PAY VOTES” for institutional managers)

• Shares Voted

• Shares on Loan (must report 0 if none)

• How Voted (For, Against, Abstain, Withhold, or None)

• Management Recommendation Indicator (For, Against, or None — reflects how the manager voted in relation to management’s recommendation)

Vote source and vote series are not applicable for institutional manager reports.

Only say-on-pay votes are required to be disclosed. Managers are not required to report their entire proxy voting record.

Do I need to list CUSIP and ISIN?

Yes. CUSIP is required, unless not available, in which case ISIN must be used instead. Filers may optionally include both.

How do I report split votes?

Each instance of a split vote (e.g., where the manager voted For on some shares and Against on others) must be reported as a separate line item, with the appropriate vote counts and voting method reflected in each entry.

What if I do not vote proxies?

Even if you do not vote on any say-on-pay matters, you still must file Form N-PX. In this case, you will submit a Notice Report.

A Notice Report confirms that no reportable votes were cast during the reporting period and meets your annual compliance obligation under the rule.

When is Form N-PX due?

Form N-PX is due annually by August 31, covering the 12-month period ending the preceding June 30.

If the due date falls on a weekend or holiday, the filing is due the preceding business day.

Can Form N-PX be filed jointly by multiple managers?

Yes — but each manager must still submit its own Form N-PX.

If one manager files a Voting Report and another shares discretion over the same securities, the second manager can file a Notice Report that references the other manager’s filing. This is similar to joint reporting procedures for Form 13F.

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 option to complete your filing using our template or provide data directly from 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

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.