Form N-PX Final Rule: Filers, Disclosures, and Deadlines

Form N-PX is the SEC’s annual proxy voting record filing, and under the final rule effective July 1, 2024, the Form N-PX filing requirements reach two groups: every registered management investment company, and every institutional investment manager already required to file Form 13F. Both groups file electronically through EDGAR by August 31 each year, covering the 12-month period ending the preceding June 30.¹

Who Must File

Registered management investment companies, including mutual funds and ETFs, must file Form N-PX every year. The one carve-out is small business investment companies registered on Form N-5.²

The final rule extended the filing obligation to institutional investment managers. The trigger is the Form 13F threshold: any manager exercising investment discretion over $100 million or more in Section 13(f) securities must file Form 13F, and that same status now requires Form N-PX.³ The manager must have exercised voting power over the securities in question.⁴

New filers get a timing grace period. A manager is not required to file Form N-PX for the 12-month period ending June 30 of the same calendar year in which its initial Form 13F filing is due. A manager that first crosses the $100 million threshold in early 2026 would not owe its first N-PX filing until August 2027.

What Each Filer Must Disclose

Scope differs sharply between the two groups. A registered fund reports its complete proxy voting record: every shareholder vote on every portfolio security during the reporting period, including director elections, mergers, environmental resolutions, and anything else on a proxy ballot.⁵ An institutional manager reports only executive compensation votes, commonly called “say-on-pay.”

Say-on-Pay Votes

Section 14A(d) of the Securities Exchange Act directs every institutional manager subject to Section 13(f) reporting to disclose how it voted on executive compensation matters at least annually.⁶ Say-on-pay reporting covers three vote types: the periodic shareholder vote approving executive compensation; the frequency vote on whether say-on-pay votes should occur every one, two, or three years; and votes on golden parachute compensation tied to mergers and acquisitions.⁷

For frequency votes, the filer reports the number of shares voted for each option (one, two, or three years) and the number of shares that abstained. A zero must be entered where no shares were voted for a given option, keeping the data uniform.⁸

Matching the Issuer’s Proxy Card

Where a company’s proxy card has been filed under Rule 14a-4, the Form N-PX disclosure must mirror it. The filer uses the same language to describe each matter, lists matters in the same order, and, for director elections, identifies each director separately in the same order the proxy card uses even if the election appeared as a single ballot item.⁵

Share Counts and Split Votes

Beyond indicating for, against, or abstain, the form requires the number of shares voted in each direction. If votes were split (some shares voted for and others against the same proposal), the filer breaks out the share count for each direction.⁸

Securities Lending

Filers must report the number of shares that were loaned out and not recalled before the record date. Loaned shares cannot be voted by the lender, and the disclosure covers both direct loans and loans made through a lending agent.⁵

The 14 Standardized Vote Categories

Every reported vote must be assigned to one or more of 14 standardized categories. A single vote can fall into more than one; a shareholder proposal on executive pay clawbacks, for example, could sit under both Compensation and Corporate governance.⁵

Director elections
Section 14A say-on-pay votes (approval, frequency, and extraordinary transaction compensation)
Audit-related (auditor ratification, auditor rotation)
Investment company matters (new or changed management agreements, BDC approvals)
Shareholder rights and defenses (poison pills, board classification, cumulative voting)
Extraordinary transactions (mergers, asset sales, spinoffs, going-private transactions)
Capital structure (share issuance, stock splits, buybacks, dividends)
Compensation (executive and board pay other than Section 14A say-on-pay)
Corporate governance (bylaws, board size, proxy access, codes of ethics)
Environment or climate (emissions, transition planning, water and waste)
Human rights or human capital/workforce (mandatory arbitration, supply chain risks)
Diversity, equity, and inclusion (board diversity, pay gap disclosures)
Other social issues (lobbying, political activities, data privacy)
Other (with a brief description required)

How the Filing Is Submitted

All Form N-PX filings go through EDGAR in a structured, machine-readable format. Tagged data points include the security issuer’s name, the proposal description, the vote category, the vote cast, and the share counts.⁵

Registered funds must also make their proxy voting records available to shareholders directly, either by posting them on the fund’s website or providing them on request, and must disclose the access method in annual reports, semi-annual reports, and registration statements.⁹

When Form N-PX Is Due

Form N-PX is due by August 31 each year and covers the 12-month reporting period ending the preceding June 30. The enhanced reporting rules took effect July 1, 2024, so the first filings under the new format were due August 31, 2024, covering July 1, 2023 through June 30, 2024.¹

The reporting window is fixed by regulation. It does not align with a calendar year or a fund’s fiscal year; every filer uses the same July 1 through June 30 period.¹⁰

Notice Reports for Managers Who Did Not Vote

An institutional manager that meets the $100 million threshold but did not vote can file a streamlined Notice Report instead of a full voting record in three situations:⁵

Votes reported by another filer. If an affiliated manager already reported the same votes, the second manager can file a Notice Report referencing the other filing rather than duplicating the data.
No reportable voting matters. If the manager did not exercise voting power over any security involving a reportable vote during the period, it files the cover page and signature only.
Policy of not voting. If the manager has a clearly disclosed policy of not voting on proxy matters and did not vote during the period, it checks the appropriate box and files the cover page alone.

The filing itself is still required in each of these situations. A manager that never votes still has to submit something to EDGAR by the August 31 deadline.

1
Securities and Exchange Commission. Enhanced Reporting of Proxy Votes by Registered Management Investment Companies
2
eCFR. 17 CFR 274.129 – Form N-PX, Annual Report of Proxy Voting Record
3
Securities and Exchange Commission. Frequently Asked Questions About Form 13F
4
eCFR. 17 CFR 240.14Ad-1 – Report of Proxy Voting Record
5
Securities and Exchange Commission. Form N-PX – Annual Report of Proxy Voting Record
6
Office of the Law Revision Counsel. 15 USC 78n-1 – Shareholder Approval of Executive Compensation
7
Securities and Exchange Commission. SEC Adopts Rules to Enhance Proxy Voting Disclosure by Registered Investment Funds and Require Disclosure of Say-on-Pay Votes for Institutional Investment Managers
8
Securities and Exchange Commission. Final Rule – Enhanced Reporting of Proxy Votes by Registered Management Investment Companies
9
Securities and Exchange Commission. Disclosure of Proxy Voting Policies and Proxy Voting Records by Registered Management Investment Companies
10
eCFR. 17 CFR 270.30b1-4 – Report of Proxy Voting Record