If your investment adviser firm is required to file Form 13F, please be aware that your firm is also required (subject to certain exceptions) by the U.S. Securities and Exchange Commisson (“SEC”) to file an annual report on Form N-PX each year. The deadline to file Form N-PX is August 31.
This report will cover the most recent 12-month period ending June 30 and must inlude the firm’s proxy voting record related to executive compensation (“say-on-pay”) matters.
Even if your investment adviser firm is a 13F filer that does not vote proxies, it is still required to submit Form N-PX, indicating that no proxy voting occurred during the reporting period.
However, if your investment adviser firm does not exercise investment discretion over $100 million in 13F securities and is therefore not required to file Form 13F, your firm is not required to file Form N-PX.
For further details, you can review the full text of the SEC’s final rule here: SEC Final Rule: Form N-PX.
Related Resources
Investment Advisers Filing Form 13F, N-PX or 13H Must Enroll in New System
SEC Fines Investment Adviser for Failure to File Form 13F
FAQs: Form 13F, Form SH, Schedule 13D & Schedule 13G
SEC Proposed Changes to Form 13F for Institutional Investment Managers (8/3/2020)
Deadline Approaching for Filing the Form 13F with the SEC (1/12/2015)
SEC Settles a Form 13F Filing Violation for a $100,000 Penalty (8/16/2007)
Disclosure
This regulatory alert is a brief summary which is general in nature and offered only for educational purposes. It should not be considered as a comprehensive review or analysis of this rule. There are certain requirements and exceptions outlined in the rule which are not covered in this regulatory alert. This communication is not intended to constitute compliance consulting advice or apply to any particular investment adviser firm’s specific situation without further analysis. This regulatory alert is not a safe harbor or a legal opinion. The reader should study the actual guidance, rule or enforcement action in detail and consult with his or her compliance professionals. This information in this regulatory alert may become out of date.
Posted by RCC
Labels: Form 13F, Proxy Voting
Tagged: Form 13F, Form N-PX, Proxy Voting
