If your firm is required to file Form 13F, it is also required to file Form N-PX. This is not widely known among RIAs that recently crossed the $100 million threshold, and it catches newly obligated filers off guard. The two obligations are linked: if the 13F requirement applies to you, so does N-PX.
What Is Form N-PX?
Form N-PX was historically used only by registered investment companies — mutual funds and ETFs — to report their proxy voting records. In November 2022, the SEC adopted amendments expanding the obligation to all institutional investment managers required to file Form 13F, effective July 1, 2024. The first reports were due August 31, 2024, covering July 1, 2023 through June 30, 2024. The filing is due annually by August 31 every year thereafter.
What You're Required to Report
For institutional investment managers (as opposed to registered funds), Form N-PX focuses specifically on say-on-pay votes — proxy votes concerning executive compensation, including votes on approval of executive compensation, frequency of that vote, and golden parachute compensation connected to mergers or acquisitions.
Importantly, your N-PX obligation is not limited to securities on your Form 13F. If you exercised voting power on a say-on-pay proxy for any security registered under Section 12 of the Exchange Act, that vote must be reported — even if the security wouldn't appear on your 13F. There is also no de minimis exception for N-PX, unlike the small holdings exception available for Form 13F.
What If Your Firm Doesn't Vote Proxies?
You still have to file. If your firm has a disclosed policy of not voting proxies and did not vote during the reporting period, you may file a short-form notice report rather than a full security-by-security report. This consists of the Form N-PX cover page with the appropriate checkboxes completed — minimal, but still required by August 31. Failing to file because you assumed the obligation didn't apply to non-voters is one of the most common compliance gaps in this area.
When Does the Obligation Start for New Filers?
Your first Form N-PX is due in August of the calendar year following your initial Form 13F filing year. If you first filed 13F in 2025, your first N-PX is due August 2026. The obligation begins the year after your initial 13F filing year, not immediately upon crossing the threshold.
How This Fits Into Your Filing Calendar
Form N-PX requires tracking proxy votes from July 1 through June 30, then filing by August 31. This means the data collection period begins more than a year before the filing deadline for new filers. If you outsource your Form 13F filing, confirm whether your service provider also handles Form N-PX, or whether you need a separate solution for the annual proxy vote disclosure. Contact File13F to discuss how we support clients through both obligations.