Institutional investment managers (“IIMs”) that file on Form 13F must make public filings on Form N-PX to report their “Say-on-Pay” proxy voting. Although the compliance date for this new filing requirement is not until August 2024, the initial filing will cover proxies voted from July 1, 2023 through June 30, 2024. As such, managers should consider implementing procedures necessary to comply with the new recordkeeping and reporting requirements of Form N-PX.
IIMs will have a choice of three reports to file: Institutional Manager Voting Report (if all proxy votes of this reporting manager are reported in this report), Institutional Manager Notice Report (if no proxy votes are reported in this report), and Institutional Manager Combination Report (if a portion of the proxy votes for this reporting manager are reported in this report and a portion are reported by other reporting person(s)).
If the Institutional Manager chooses a Notice Report, they will have a further choice of one of these three: all proxy votes for which the manager exercised voting power are reported by other reporting persons, the manager did not exercise voting power for any reportable voting matter and therefore does not have any proxy votes to report, or the manager has a clearly disclosed policy of not voting, and did not vote, on any proxy voting matters.
To help IIMs comply with these new requirements, we are creating an additional Online Workstation for use with Form N-PX, which will be located at formnpx.com.