Mutual funds and other registered investment companies have long had an obligation to file Form N-PX, giving the SEC and the public access to how a fund voted proxies on an annual basis. New Rule 14Ad-1 under the Securities Exchange Act of 1934 extends the reporting obligation to all persons required to make filings on Form 13F (13F f ilers), but only for proxy votes related to “say-on-pay.” 

• Who must file? Any person with an obligation to report on Form 13F must make, at a minimum, a “notice” filing on Form N-PX. 
• What filing is required? Each 13F filer must submit a Form N-PX filing as follows: 

1. if no proxy votes are reported on the Form N-PX, a “notice” filing containing only a cover page that checks one of three explanations: (1) the 13F filer did not “exercise voting power” over any “say-on-pay” voting matter during the period, (2) the 13F filer has “a clearly disclosed policy of not voting, and did not vote, on any proxy voting matter” or (3) all of the filer’s votes required to be reported for the period have been reported by other filers on Form N-PX as a result of shared voting power, or
2. if the filer “exercised voting power” over any voting matter relating to “say-on-pay,” a detailed filing with a cover page and schedule that includes information about each such voting matter.
   
   A link to the Form N-PX instructions can be found here.

• When is the filing due? The first filing for 13F filers is due by August 31, 2024, covering votes taken at shareholder meetings that occurred during the one-year period from July 1, 2023, to June 30, 2024. 
• What constitutes “exercising voting power”? The SEC has implemented a two-part test to determine whether a 13F filer “exercises voting power” with respect to a security. Under this test, the 13F filer must (i) have the power to vote or direct the voting of a security and (ii) exercise such power to influence a voting decision for the security. Additionally, the SEC has taken the position that a manager exercises voting power when it influences the decision of whether to vote or to recall securities in advance of a vote. 
• What if multiple firms exercise voting power over a security? The SEC recognizes that multiple parties may share voting power over the same security with respect to a reportable vote and clarified that managers must still disclose their say-on-pay votes in such cases. However, to avoid duplicative reporting, the instructions to Form N-PX state that only one such party must include the information regarding that vote in its Form N-PX.
• Are the securities reported on Form N-PX limited to those reported on Form 13F? No. A 13F filer is not relieved of the obligation to disclose on Form N-PX votes related to a security merely because the 13F filer lacks investment discretion over such security or because that security is not on the Official 13F List.
• What constitutes a “say-on-pay” vote?  “Say-on-pay” includes votes on the approval of executive compensation and on the frequency of such executive compensation approval votes, as well as votes to approve “golden parachute” compensation in connection with a merger or acquisition. The additional information about each reportable voting matter includes (i) the name of the company for whose securities the manager exercises voting power, (ii) the date of the shareholder meeting at which the vote took place, (iii) a description of the proposal or matter that was voted on, (iv) the number of shares for which the manager exercises voting power, (v) the number of shares that were loaned out and not recalled for voting, (vi) how the shares were voted, including if votes were cast in multiple ways, and (vii) whether the votes were for or against the management’s recommendation.

If you have any questions or need assistance with Form N-PX, please reach out to your primary contact at WilmerHale or a member of our Investment Management Group.