Have You Been Filling Form N-PX?

Questions about proxy voting have been pouring in recently, especially from those who need to comply with Form N-PX filing requirements.?

For many financial advisors, broker-dealers, and institutional managers, the proxy voting rules are often overlooked until it’s too late. But it’s crucial to understand that if you’re required to file Form 13F, you also need to file Form N-PX—even if you don’t participate in proxy voting. Yes, you heard that right. You still need to file to confirm that you're not involved in proxy voting.

For those unfamiliar, Form N-PX is an annual report used by registered management investment companies to disclose their proxy voting records. This is required under Section 30 of the Investment Company Act of 1940 and its related rules. However, institutional managers who manage more than $100 million in assets and are required to file Form 13F also need to report their proxy voting records through Form N-PX, especially when it involves executive compensation matters under the Dodd-Frank Act. Even if you don’t vote, a filing is still required to confirm your non-participation in proxy voting.

The deadline to file Form N-PX for this year was August 31, but if you’ve missed it—don’t panic. While the deadline has passed, the SEC’s preference is that you self-report as soon as possible. The important thing is that you're taking action now, rather than waiting until fines or other consequences come into play.

Let this be your wake-up call. The SEC’s proxy voting requirements are designed to provide transparency and confidence in the financial markets. In recent years, with the rise of environmental, social, and governance (ESG) issues and executive compensation being placed under greater scrutiny, the need for accurate and timely proxy voting filings has only grown. Institutional managers need to ensure that they’re meeting their obligations—whether that’s reporting the votes or confirming they don’t participate.

Another factor to consider is that the SEC maintains a list of Section 13F securities, which is critical to proxy voting. Unfortunately, the SEC posts this list in PDF form, making it cumbersome for institutional managers to convert this information into a useful format for Form N-PX filings. At My RIA Lawyer, we convert these PDFs into manageable Excel spreadsheets, ensuring that institutional managers like you can quickly and accurately file your proxy voting records.

Don't fall behind on these requirements. We've seen cases where firms, much like some of our clients, failed to file Form N-PX for multiple quarters, and it became a significant issue. The truth is, the filing process shouldn't take more than an hour—especially with the right support.

If this is the siren you needed, don’t wait. Take immediate action. If you haven't yet filed Form N-PX, it’s better late than never. Compliance isn’t just about checking boxes—it's about protecting your business from the SEC's increasingly stringent regulations and penalties. The SEC has been very clear: ignorance or neglect isn’t an excuse.

And if you're unsure where to begin, or how to handle these filings, we’re here to help. At My RIA Lawyer, our compliance experts can streamline the filing process for you, whether it’s Form N-PX, Form 13F, or any other regulatory requirement. Let's ensure you're fully compliant, giving you peace of mind while safeguarding your firm. You can also check out more information in our recent blog post HERE.