Alerts11.9.22

SEC Adopts Say-on-Pay Voting Disclosure Requirements for Institutional Investment Managers

U.S. Securities and Exchange Commission

Highlights

New Rule 14Ad-1 requires “say-on-pay” proxy voting disclosure by investment managers who file Form 13F

Disclosure will be made annually on Form N-PX

There is time to get ready – managers’ first Form N-PX will be due in August 2024, reporting say-on-pay votes made during the 12 months ending June 30, 2024


On Nov. 2, 2022, the Securities and Exchange Commission fulfilled one of its remaining Dodd-Frank rulemaking obligations by adopting new Rule 14Ad-1 under the Securities Exchange Act. Rule 14Ad-1 applies to institutional investment managers, including hedge fund managers, who are subject to reporting on Form 13F. The rule requires these managers to file an annual Form N-PX disclosing how they have voted proxies concerning specified executive compensation matters at their portfolio companies. The new reporting requirement will take effect on July 1, 2024. 

Keep Up to Date in a Changing World

Do you want to receive more valuable insights directly in your inbox? Visit our subscription center and let us know what you’re interested in learning more about.
Subscription Banner