Who Files Form N-PX

Disclaimer: The following summary is provided for informational purposes only; it does not constitute legal advice. For detailed guidance, please consult the SEC’s General Instructions for Form N-PX.

1. Entities that must report all proxy votes on form N-PX

• Open-end mutual funds
• Exchange-traded funds (ETFs)
• Closed-end funds

2. Entities that are only required to report "say-on-pay" votes on form N-PX

• Note: These entities may disclose other types of votes if they choose
• Institutional Investment Managers required to file Form 13F (essentially, those managing over $100 million in reportable securities), but who are not registered funds. Examples can include:
  • Banks and bank-holding companies
  • Insurance companies
  • Broker-dealers
  • University endowments and large asset owners
  • Hedge, private-equity, and venture-capital advisers above the 13F threshold
  • Foreign asset managers who file Form 13F

3. Entities with no Form N-PX requirement

• Private funds and managers below the Form 13F threshold
• Foreign managers with no Form 13F obligation and no U.S.-registered funds
• Small Business Investment Companies (SBICs)
• Unit Investment Trusts (UITs)

Additional Information on N-PX Filings

• Reporting period: Votes are cast from July 1 through June 30 annually
• Filing deadline: August 31 each year
• Joint reporting: Specific rules allow for joint or consolidated reporting in certain situations (e.g., multiple managers voting the same shares; affiliated managers) to avoid duplication, but require clear identification of which entity is reporting the votes.
• Non-U.S. issuers: Funds report votes on all portfolio securities, including foreign and potentially private issuers. IIMs report only Section 14A "say-on-pay" votes, which generally excludes votes on securities of private issuers and exempt Foreign Private Issuers.