Say-on-Pay Vote Reporting under Rule 14Ad-1: Investment Managers Should Start to Focus Now on Form N-PX
Highlights
Rule 14Ad-1 applies to investment managers who are subject to Form 13F reporting
The rule requires annual disclosure on Form N-PX of a manager’s say-on-pay proxy voting record
The first annual reporting period for Form N-PX begins on July 1, 2023, such that subject managers need to begin recording their voting activity this summer
As described in an earlier client alert, in November 2022 the Securities and Exchange Commission (the SEC) adopted Rule 14Ad-1 under the Securities Exchange Act (the Exchange Act). Rule 14Ad-1 applies to any institutional investment manager, as defined in Section 13(f) of the Exchange Act, that is subject to reporting on Form 13F. The rule thus covers managers of hedge funds, endowments, and other institutions whose investment portfolios include at least $100 million of U.S.-listed equity or equity-related securities.
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