Deadline approaching: Key Form N-PX reporting requirement for investment advisers

Understanding the new reporting requirement and its upcoming deadline is crucial for compliance.

There is a new reporting obligation pertaining to Form N-PX for investment advisers who are required to file a Form 13F with the SEC.

Historically, Form N-PX only applied to investment companies. However, new Rule 14Ad-1 under the Securities Exchange Act of 1934 (Exchange Act) requires institutional investment managers filing reports under Section 13(f) of the of the Exchange Act to report their say-on-pay and say-on-frequency proxy voting records for the 12-month period ending June 30th of the calendar year in which the manager made its initial Form 13F filing.

While these amendments to Form N-PX were adopted by the SEC back in November 2022, the first filing deadline stemming from these amendments is fast approaching.

First filing deadline

By August 31, 2024, investment advisers required to file Form 13F will need to report their proxy voting records regarding say-on-pay and say-on-frequency votes through the EDGAR system, covering the period from July 1, 2023 – June 30, 2024.

If you are an investment adviser who votes proxies and are making this filing, be sure to review the new Form N-PX, gather your proxy voting records for the reporting period and file your Form N-PX with all required information on, or before, August 31, 2024.

What this means for advisers who don’t vote proxies

If you do not vote proxies but file Form 13F, you may still need to make a notice filing, which is a short-form N-PX cover page. This cover page includes checkboxes to confirm that you did not exercise voting power for any reportable matters and/or that your firm has a clearly disclosed policy of not voting (and did not vote) on any proxy voting matters. While this short-form notice filing should be quick and simple, it is still crucial to file it by the August 31, 2024, deadline.

Leverage third-party services for compliance support

If you’re an investment adviser who works with third parties to assist with your quarterly Form 13F reporting obligations, consider leveraging their capabilities for this new filing requirement. Kaufman Rossin offers support for your compliance needs, including assistance with required and recurring investment adviser regulatory filing obligations.

Contact me or another member of our Risk Advisory Services practice for assistance with these and other SEC and FINRA regulatory compliance matters.