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