Form N-PX FAQs (For Mutual Funds)

 

For investment companies registered under the Investment Company Act of 1940.

TL;DR:
Registered management investment companies (mutual funds, ETFs, etc.) are required to file an annual Form N-PX disclosing how they voted on certain proxy matters. This FAQ covers who must file, when it’s due, and what must be disclosed. We also explain key terminology and how ACN Solutions can help with Form N-PX compliance.

What is Form N-PX?

Form N-PX is a report required by the SEC that discloses how registered management investment companies voted on shareholder proxy matters. The report includes detailed voting records and must be filed annually through the EDGAR system.

Who must file Form N-PX?

Any registered management investment company—including mutual funds, ETFs, and closed-end funds—must file Form N-PX annually, regardless of whether the fund exercised voting authority. This includes series funds, where each series may be required to file a separate report.

What must be disclosed in the filing?

Funds must report each proxy voting matter on which they were entitled to vote during the reporting period — including matters where no vote was cast and securities on loan. Each voting item must be reported in machine-readable XML format using the following data points:

  • Issuer Name – Full legal name of the company whose shareholder meeting included the vote.

  • CUSIP – The CUSIP identifier for the voted security. If not available, report “N/A”.

  • ISIN – The International Securities Identification Number. Required if CUSIP is not available.

  • FIGI – The Financial Instrument Global Identifier for the share class (optional).

  • Meeting Date – The date of the shareholder meeting at which the vote took place.

  • Vote Description – A concise summary of the proposal using the exact language or a plain-English version that matches the description provided on the proxy card (e.g., “Advisory vote to approve executive compensation”).

  • Category Type – One or more of the following categories that describe the subject matter of the proposal:

    • Director Elections

    • Section 14A Say-on-Pay

    • Audit-Related

    • Investment Company Matters

    • Shareholder Rights and Defenses

    • Extraordinary Transactions

    • Capital Structure

    • Compensation (other than Say-on-Pay)

    • Corporate Governance

    • Environment or Climate

    • Human Rights or Human Capital/Workforce

    • Diversity, Equity, and Inclusion

    • Other Social Issues

    • Other (must include a description)

  • Other Vote Description – Additional text to explain “Other” category items (if selected).

  • Vote Source – Indicates whether the proposal was submitted by the issuer or a security holder.

  • Shares Voted – Total number of shares the fund was entitled to vote. Enter “0” if no shares were voted.

  • Shares on Loan – Number of shares on loan and not recalled to vote.

  • How Voted – The direction of the vote: “For,” “Against,” “Abstain,” or “Withhold.”

  • Shares Voted (For this entry) – If shares were split across different voting instructions, specify how many shares were voted in the manner shown in “How Voted.”

  • Vote Alignment with Management Recommendation – Indicates whether the vote aligned with or opposed the recommendation made by the issuer’s management. This field is about how the fund voted in relation to management’s stance, not the recommendation itself. Use “For,” “Against,” or “None” if there was no recommendation or the fund did not vote.

  • Vote Series – If the fund is a series trust or umbrella fund structure, provide the specific series identification number associated with the vote.

  • Other Information – Any additional explanation the filer wishes to provide about the matter or how it voted.

Each voting matter must be listed individually in the XML submission. If shares were split and voted differently, each voting instruction must appear as a separate entry.

When is Form N-PX due?

Form N-PX must be filed annually by August 31 (or the next business day if that falls on a weekend). For the 2025 filing year, the deadline is Friday, August 29, 2025, since August 31 falls on a Sunday.

The filing covers the most recent 12-month period ending June 30 of the same year.

Can Form N-PX be filed jointly?

Yes, a single Form N-PX filing may cover multiple funds or series managed by the same investment company or adviser. Each series or fund included must be clearly identified, and the report must show which entity is responsible for each vote.

However, joint reporting does not permit a fund to file on behalf of an institutional manager (such as a 13F filer), or vice versa. Each filer type must meet its own reporting obligations and submit a separate Form N-PX or notice report.

What if a fund doesn’t vote?

Even if a fund did not vote proxies during the reporting period, it must still file Form N-PX. In this case, a Notice Report is submitted indicating that no votes were cast. There is no exemption from filing based on non-voting status.

What is a “Say-on-Pay” vote?

Say-on-pay votes are shareholder advisory votes on executive compensation. While institutional managers only report say-on-pay votes under Form N-PX, funds must report all proxy voting matters, not just say-on-pay.

What counts as voting?

A fund is considered to have voted if it exercised voting authority on any shareholder proposal during the reporting period. Choosing not to vote is also a form of voting authority if the fund made that decision. These instances must still be disclosed, even if the vote was not exercised.

Do I need to file in XML format?

Yes. All Form N-PX filings must now be submitted in machine-readable XML format using the EDGAR system. ACN’s service ensures your XML is properly formatted, validated, and ready for submission.

How ACN Can Help

Filing Form N-PX can be time-consuming and detail-oriented. We make the process easier:

  • Use our structured template or data from your proxy voting service provider to streamline reporting

  • Our team ensures your XML file is validated, formatted correctly, and submitted on time

  • Whether you’re filing for one fund or a complex series of portfolios, we’ll guide you through it

Let us handle the XML generation and EDGAR submission, so your team can stay focused on managing portfolios — not deciphering SEC tech specs.

Resources

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.

The ACN App.
An Easier Way to File.

Streamline compiling and submitting reports to EDGAR - directly from your web browser. The ACN App's solution suite is the premier choice for Form 13F & Schedule 13G/D submissions.