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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 200, 232, 240, 249, 270, and 274

[Release Nos. 33-11131; 34-96206; IC-34745; File No. S7-11-21]

RIN 3235-AK67

Enhanced Reporting of Proxy Votes by Registered Management Investment Companies;

Reporting of Executive Compensation Votes by Institutional Investment Managers

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

SUMMARY: The Securities and Exchange Commission (“Commission”) is adopting

amendments to Form N-PX under the Investment Company Act of 1940 (“Investment Company

Act”) to enhance the information mutual funds, exchange-traded funds (“ETFs”), and certain

other funds currently report about their proxy votes and to make that information easier to

analyze. The Commission also is adopting rule and form amendments under the Securities

Exchange Act of 1934 (“Exchange Act”) that would require an institutional investment manager

subject to the Exchange Act to report on Form N-PX how it voted proxies relating to executive

compensation matters, as required by the Exchange Act. The reporting requirements for

institutional investment managers complete implementation of those requirements added by the

Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”).

DATES: Effective date: This rule is effective July 1, 2024.

FOR FURTHER INFORMATION CONTACT: Christian Corkery, David Driscoll, or

Nathan R. Schuur, Senior Counsels; Bradley Gude and Angela Mokodean, Branch Chiefs; or

Brian M. Johnson, Assistant Director at (202) 551-6792, Investment Company Regulation

Office, Division of Investment Management, Securities and Exchange Commission, 100 F Street

NE, Washington, DC 20549-8549.

SUPPLEMENTARY INFORMATION: The Commission is adopting new 17 CFR 240.14Ad1 (“rule 14Ad-1”) under the Exchange Act and amendments to 17 CFR 200.30-5 (“rule 30-5”);

17 CFR 240.24b-2 (“rule 24b-2”) under the Exchange Act; 17 CFR 270.30b1-4 (“rule 30b1-4”)

under the Investment Company Act; Form N-1A [referenced in 17 CFR 239.15A and 17 CFR

274.11A], Form N-2 [referenced in 17 CFR 239.14 and 17 CFR 274.11a-1], and Form N-3

[referenced in 17 CFR 239.17a and 17 CFR 274.11b] under the Securities Act of 1933

(“Securities Act”) and Investment Company Act; Form N-PX [referenced in 17 CFR 249.326

and 17 CFR 274.129] under the Exchange Act and Investment Company Act; and 17 CFR

232.101 of Regulation S-T (“rule 101 of Regulation S-T”).

TABLE OF CONTENTS

I. Introduction and Background ....................................................................................... 5

II. Discussion ................................................................................................................... 10

A. Scope of Funds’ Form N-PX Reporting Obligations............................................ 10

B. Scope of Managers’ Form N-PX Reporting Obligations ...................................... 12

1. Managers Subject to Form N-PX and Categories of Votes They Must Report

2. Managers’ Exercise of Voting Power ............................................................. 14

3. Additional Scoping Matters for Manager Reporting of Say-on-Pay Votes .... 17

C. Proxy Voting Information Reported on Form N-PX ............................................ 23

1. Identification of Proxy Voting Matters ........................................................... 23

2. Identification of Proxy Voting Categories ...................................................... 28

3. Quantitative Disclosures ................................................................................. 33

4. Additional Amendments to Form N-PX ......................................................... 45

D. Joint Reporting Provisions .................................................................................... 49

E. The Cover Page ..................................................................................................... 53

F. The Summary Page ............................................................................................... 56

G. Form N-PX Reporting Data Language ................................................................. 59

H. Time of Reporting ................................................................................................. 64

I. Requests for Confidential Treatment .................................................................... 67

J. Website Availability of Fund Proxy Voting Records ........................................... 70

K. Effective Date ....................................................................................................... 72

L. Transition Rules for Managers.............................................................................. 73

M. Technical and Conforming Amendments ............................................................. 76

N. Delegation of Commission Authority ................................................................... 76

III. Other Matters .............................................................................................................. 77

IV. Economic Analysis ..................................................................................................... 77

A. Introduction ........................................................................................................... 77

B. Economic Baseline................................................................................................ 79

1. Funds’ Reporting of Proxy Voting Records ................................................... 79

2. Managers’ Reporting of Say-on-Pay Votes .................................................... 82

3. Other Affected Parties..................................................................................... 83

C. Benefits and Costs................................................................................................. 85

1. Amendments to Funds’ Reporting of Proxy Votes ......................................... 85

2. Amendments to Require Manager Reporting of Say-on-Pay Votes ............. 107

D. Effects on Efficiency, Competition, and Capital Formation............................... 116

1. Amendments to Funds’ Reporting of Proxy Votes ....................................... 116

2. Amendments to Require Manager Reporting of Say-on-Pay Votes ............. 117

E. Reasonable Alternatives...................................................................................... 118

1. Scope of Managers’ Say-on-Pay Reporting Obligations .............................. 118

2. Amendments to Proxy Voting Information Reported on Form N-PX .......... 120

3. Amendments to the Time of Reporting on Form N-PX or Placement of Funds’

Voting Records ............................................................................................. 121

V. Paperwork Reduction Act Analysis .......................................................................... 123

VI. Regulatory Flexibility Act Certification for Managers and Final Regulatory

Flexibility Analysis for Funds ........................................................................................ 130

A. Regulatory Flexibility Act Certification for Managers ....................................... 130

B. Final Regulatory Flexibility Act Analysis for Funds .......................................... 131

1. Need for and Objectives of the Final Fund Rules ......................................... 132

2. Significant Issues Raised by Public Comment ............................................. 133

3. Small Entities Subject to the New Rule and Amendments ........................... 135

4. Projected Reporting, Recordkeeping, and Other Compliance Requirements 135

5. Agency Action to Minimize Effect on Small Entities .................................. 136

Statutory Authority ......................................................................................................... 137

INTRODUCTION AND BACKGROUND

Mutual funds, ETFs, and other registered management investment companies

(collectively, “funds”) in the aggregate hold substantial institutional voting power that they

exercise on behalf of millions of fund investors.1 Funds own around 32% of the market

capitalization of all U.S.-issued equities outstanding and in some cases funds hold a larger

percent of a single company’s stock.2 As a result, funds can influence the outcome of a wide

variety of matters that companies submit to a shareholder vote, including matters related to

governance, corporate actions, and shareholder proposals. Funds’ proxy voting decisions also

can play an important role in maximizing the value of their investments, affecting the more than

45% of U.S. households that own funds, as well as other investors in U.S. equity markets.3 Due

to funds’ significant voting power and the effects of funds’ proxy voting practices on the actions

of corporate issuers and the value of these issuers’ securities, investors have an interest in how

funds vote.

Mutual funds and most ETFs are open-end management investment companies registered on

Form N-1A. An open-end management investment company is an investment company, other

than a unit investment trust or face-amount certificate company, that offers for sale or has

outstanding any redeemable security of which it is the issuer. See sections 4 and 5(a)(1) of the

Investment Company Act [15 U.S.C. 80a-4 and 80a-5(a)(1)]. The amendments also will apply to

registered closed-end management investment companies (which register on Form N-2) and

insurance company separate accounts organized as management investment companies that offer

variable annuity contracts (which register on Form N-3). Small business investment companies

(which register on Form N-5) are not required to file Form N-PX and are not subject to these

amendments or included in the defined term “fund” used throughout this release.

Investment Company Institute (“ICI”), 2022 Investment Company Fact Book (2022), at Figure

2.7, available at https://icifactbook.org/pdf/2022_factbook.pdf (“ICI 2022 Fact Book”) (stating

that mutual funds and other registered investment companies held 32 percent of U.S. corporate

equities as of year-end 2021).

See ICI 2022 Fact Book, supra footnote 2, at Figure 7.1.

In 2003, the Commission adopted Form N-PX, which requires funds to report publicly

their proxy voting records on an annual basis.4 To improve the utility of Form N-PX information

for investors, in September 2021 the Commission proposed amendments to enhance the

information funds currently report about their proxy votes on Form N-PX and to make that

information easier to analyze (“proposed amendments”).5 Specifically, the Commission proposed

to require funds to tie the description of the voting matter on Form N-PX to the issuer’s form of

proxy and categorize voting matters by type. In addition, the proposed amendments would have

required disclosure of the number of shares that were voted (or, if not known, the number of

shares that were instructed to be cast) and the number of shares that were loaned and not

recalled. To enhance investors’ access to funds’ proxy voting records, the proposed amendments

would have required funds to report information on Form N-PX in a structured data language

and to provide their voting record on (or through) their websites.6

Institutional investment managers7 subject to the reporting requirements of section 13(f)

of the Exchange Act (each a “manager” and collectively with funds, “reporting persons”) also

See Disclosure of Proxy Voting Policies and Proxy Voting Records by Registered Management

Investment Companies, Investment Company Act Release No. 25922 (Jan. 31, 2003) [68 FR

6563 (Feb. 7, 2003)] (“2003 Adopting Release”).

See Enhanced Reporting of Proxy Votes by Registered Management Investment Companies;

Reporting of Executive Compensation Votes by Investment Managers; Investment Company Act

Release No. 34389 (Sept. 29, 2021) [86 FR 57478 (Oct. 15, 2021)] (“Proposing Release”). For a

discussion of difficulties investors may face using Form N-PX reports today, see id. at paragraphs

accompanying nn.16 and 20.

Cf. Recommendations of the Investor Advisory Committee Regarding the SEC and the Need for

the Cost Effective Retrieval of Information by Investors (adopted July 25, 2013), at 5, available

at https://www.sec.gov/spotlight/investor-advisory-committee-2012/data-tagging-resolution72513.pdf (recommending amendments to Form N-PX to provide for the tagging of data).

The term “institutional investment manager” includes any person, other than a natural person,

investing in or buying and selling securities for its own account, and any person exercising

investment discretion with respect to the account of any other person. See section 13(f)(6)(A) of

the Exchange Act [15 U.S.C. 78m(f)(6)]. The term “person” includes any natural person,

have substantial voting power.8 In addition to proposing to amend Form N-PX to enhance

disclosure of funds’ proxy voting records, the Commission also proposed to require a manager to

report annually on Form N-PX how it voted proxies relating to shareholder advisory votes on

executive compensation (or “say-on-pay”) matters.9 Specifically, the proposed amendments

would have required a manager to report say-on-pay votes when it exercised voting power over

the securities—meaning the manager both has the ability to vote, or direct the voting of, a

security and influences the voting decision. To reduce the potential for duplicative reporting

when more than one manager exercises voting power or when a manager exercises voting power

on behalf of a fund, the Commission proposed to allow managers to rely on joint reporting

provisions. The proposed amendments also addressed confidential treatment requests and

provided transition rules based upon when managers begin or cease to be obligated to file Form

13F reports.

The proposed amendments to require manager reporting of say-on-pay votes were aimed

at completing implementation of section 951 of the Dodd-Frank Act.10 The Commission first

proposed rule and form changes in October 2010 to implement this provision of the Dodd-Frank

company, government, or political subdivision, agency, or instrumentality of a government. See

section 3(a)(9) of the Exchange Act [15 U.S.C. 78c(a)(9)]. Entities serving as managers could

include, for example: banks, insurance companies, and broker-dealers that invest in, or buy and

sell, securities for their own accounts; corporations and pension funds that manage their own

investment portfolios; or investment advisers that manage private accounts, mutual fund assets, or

pension plan assets.

See Proposing Release, supra footnote 5, at n.24 and accompanying text (stating that institutional

investment managers subject to section 13(f) reporting requirements exercised investment

discretion over approximately $39.79 trillion in section 13(f) securities as of March 31, 2021).

In addition to amendments to Form N-PX, the Commission proposed new rule 14Ad-1 under the

Exchange Act to require managers to annually report their say-on-pay votes on Form N-PX.

See 15 U.S.C. 78n-1(d).

Act and the proposed amendments in 2021 took into account the comments received in response

to that earlier proposal.11

The Commission received a number of comment letters on the 2021 proposal.12 Many

commenters believed the proposed amendments would improve the proxy information available

to investors, such as by making it easier and more efficient for investors to get this information

or by addressing information asymmetries that exist between investors and fund managers.13

Some of these commenters highlighted the difficulties in using current fund proxy information.14

Many other commenters supported enhancing the proxy voting record disclosure on Form N-PX,

but raised concerns about some of the specific elements of the proposal.15 For example, some of

these commenters suggested changes to the proposed requirements to categorize voting matters

and use the language from the issuer’s form of proxy due, in part, to concerns about the scope of

See Exchange Act Release No. 63123 (Oct. 18, 2010) [75 FR 66622 (Oct. 28, 2010)] (“2010

Proposing Release”).

The comment letters on the Proposing Release (File No. S7-11-21) are available at

https://www.sec.gov/comments/s7-11-21/s71121.htm.

See, e.g., Comment Letter of the American Sustainable Business Council (Oct. 12, 2021) (“ASBC

Comment Letter”); Comment Letter of the Long-Term Stock Exchange, Inc. (Dec. 13, 2021)

(“LTSE Comment Letter”); Comment Letter of the Consumer Federation of America (Dec. 14

2021) (“CFA Comment Letter”); Comment Letter of Better Markets (Dec. 14, 2021) (“Better

Markets Comment Letter”); and Comment Letter of the Vanguard Group, Inc. (Dec. 14, 2021)

(“Vanguard Comment Letter”).

See Comment Letter of As You Sow (Dec. 14, 2021) (“As You Sow Comment Letter”); and

Comment Letter of Ceres Accelerator for Sustainable Capital Markets (Dec. 14, 2021) (“Ceres

Comment Letter”).

See, e.g., Comment Letter of the Investment Company Institute (Dec. 14, 2021) (“ICI Comment

Letter I”); Comment Letter of Federated Hermes, Inc. (Dec. 14, 2021) (“Federated Hermes

Comment Letter”); Comment Letter of BlackRock, Inc. (Dec. 14, 2021) (“BlackRock Comment

Letter”); Comment Letter of the Managed Funds Association (Dec. 14, 2021) (“MFA Comment

Letter”); and Comment Letter of Glass Lewis (Dec. 14, 2021) (“Glass Lewis Comment Letter”).

the proposed requirements.16 Some commenters also expressed concern about the operational

costs and effects of the requirement to provide information about the number of securities a fund

or manager did not vote because the securities were out on loan.17 To reduce burdens of the

manager reporting requirements, some commenters supported using a different standard to

determine when a manager should report a say-on-pay vote on Form N-PX and suggested that

managers have certain exceptions from Form N-PX reporting requirements, including exceptions

for managers with a disclosed policy of not voting.18 Some commenters suggested that funds and

managers should be required to report their votes more frequently than annually to provide

investors with more current information.19 Some commenters generally were supportive of the

other specific elements of the proposed amendments, such as the requirement to report in

structured data language.20 Other commenters, however, had general concerns about the

proposed amendments, questioning the Form N-PX approach to fund proxy vote reporting or

suggesting that the costs of the proposed amendments would be high relative to the expected

benefits.21

See, e.g., ICI Comment Letter I; Comment Letter of the State of Utah (Dec. 14, 2021) (“Utah

Comment Letter”); and Comment Letter of Institutional Shareholder Services, Inc. (Dec. 14,

2021) (“ISS Comment Letter”).

See, e.g., Comment Letter of Teachers Insurance and Annuities Association of America (Dec. 14,

2021) (“TIAA Comment Letter”); and Comment Letter of Pickard Djinis and Pisarri LLP (Nov.

23, 2021) (“Pickard Comment Letter”).

See, e.g., Comment Letter of the Alternative Investment Management Association (Dec. 14,

2021) (“AIMA Comment Letter”); and MFA Comment Letter.

See, e.g., Comment Letter of Betterment LLC (Dec. 14, 2021) (“Betterment Comment Letter”);

Comment Letter of Morningstar, Inc. (Dec. 13, 2021) (“Morningstar Comment Letter”).

See, e.g., Morningstar Comment Letter; Comment Letter of the CFA Institute and the Council of

Institutional Investors (Dec. 14, 2021) (“CFA/CII Comment Letter”).

See Comment Letter of Caleb N. Griffin, Brian R. Knight, and Andrew N. Vollmer (Nov. 11,

2021) (“Mercatus Center Comment Letter”) (suggesting an alternative proxy voting approach

where funds seek investor input prior to voting proxies and vote in reasonable accord with such

We are adopting the amendments largely as proposed, but with certain modifications in

response to the comments we received. First, while we will require reporting persons to

categorize the voting matters reported on Form N-PX as proposed, the categories we are

adopting are consolidated from those in the proposal, and we are not adopting the proposed

requirement for reporting persons to use subcategories. Second, Form N-PX as amended will

require reporting persons to identify proxy voting matters using the same language as disclosed

in the issuer’s form of proxy, presented in the same order as the matters appear in the form of

proxy, and identify directors separately for director election matters only if a form of proxy in

connection with a matter is subject to 17 CFR 240.14a-4 (“rule 14a-4”). Third, Form N-PX as

amended will allow managers that have a disclosed policy of not voting proxies and that did not

vote during the reporting period to indicate this on the form without providing additional

information about each voting matter individually. We discuss these changes, among others, in

more detail below.

II.

DISCUSSION

Scope of Funds’ Form N-PX Reporting Obligations

Every fund is required to file its proxy voting record annually on Form N-PX. We did not

propose to modify the scope of investment companies subject to Form N-PX reporting

requirements, but we did propose to amend the scope of voting decisions these funds must

report. Currently, funds are required to report information for each matter relating to a portfolio

security considered at any shareholder meeting held during the reporting period and with respect

to which the fund was entitled to vote.22 We are amending this standard, as proposed, to provide

input); and Comment Letter of the Mutual Fund Directors Forum (Dec. 14, 2021) (“MFDF

Comment Letter”).

See Item 1 of current Form N-PX.

that, for purposes of Form N-PX, a fund would be entitled to vote on a matter if its portfolio

securities are on loan as of the record date for the meeting. Because the reporting fund could

recall and vote these loaned securities, this amendment is designed to ensure that a fund’s filings

on Form N-PX reflect the effect of its securities lending activities on its proxy voting, providing

context to the information funds already provide about revenue from securities lending.23

A number of commenters offered their views on the effect of including lent share

disclosure in the form, which is discussed in more detail below in section II.C.3. On the overall

scope of the form as it relates to funds, one commenter recommended requiring equity unit

investment trusts (“UITs”) to file reports on Form N-PX.24 Due to the unmanaged nature of UITs

and the fixed nature of their portfolios, we do not think it is appropriate to require periodic

reporting from UITs regarding proxy voting at this time. We understand that UITs largely vote

their securities in the same proportion as the vote of all other holders of those securities (“mirror

vote”), which limits the ability of such funds to influence the outcome of shareholder votes and

therefore reduces the benefit that is provided by periodic reporting on Form N-PX.25

See Proposing Release, supra footnote 5, at section II.A. See also infra section II.C.3.b.

See Morningstar Comment Letter. This commenter also recommended that both the lender and

borrower be required to report what was lent or borrowed, respectively, and voted. A fund or

manager typically will not know how a borrower has voted borrowed shares. If a borrower is

itself a reporting person, however, the borrower will report its own voting record on Form N-PX,

including votes cast with respect to borrowed shares. See infra section II.C.3.

See Fund of Funds Arrangements, Investment Company Act Release No. 33329 (Dec. 19, 2018)

[84 FR 1286 (Feb. 1, 2019)] (suggesting that mirror voting “effectively nullifies” the voting

power of a fund that utilizes it).

Scope of Managers’ Form N-PX Reporting Obligations

Managers Subject to Form N-PX and Categories of Votes They Must

Report

We are adopting amendments, as proposed, that require each person that (1) is an

“institutional investment manager” as defined in the Exchange Act; and (2) is required to file

reports under section 13(f) of the Exchange Act, to report its say-on-pay votes on Form N-PX.26

This reporting obligation is consistent with the reporting obligation in section 14A(d) of the

Exchange Act and provides that a manager otherwise required to report on Form 13F is required

to disclose its say-on-pay votes on Form N-PX.27 The types of say-on-pay votes that managers

must report are the same as the types of shareholder advisory votes section 14A of the Exchange

Act requires. This includes votes on the approval of executive compensation and on the

frequency of such executive compensation approval votes, as well as votes to approve “golden

parachute” compensation in connection with a merger or acquisition.28

Commenters generally supported the requirement for managers to report say-on-pay

votes.29 Some commenters agreed that the reporting requirement was appropriately tailored to

See rule 14Ad-1(a); 15 U.S.C 78m(f). See also Proposing Release, supra footnote 5, at section

II.B.1.

Rule 14Ad-1(a); Item 1 of amended Form N-PX.

See section 14A(a) and (b) of the Exchange Act; 17 CFR 240.14a-21. Shareholder votes on

executive compensation that are not required by sections 14A(a) and (b), such as in the case of

foreign private issuers (as defined in 17 CFR 240.3b-4(c) (“rule 3b-4(c) under the Exchange

Act”)) that are exempt from the proxy solicitation rules, will not be required to be reported on

Form N-PX.

See e.g., AIMA Comment Letter; ASBC Comment Letter; Better Markets Comment Letter;

Comment Letter of Kyle Ratcliff (Oct. 15, 2021) (“Ratcliff Comment Letter”); Pickard Comment

Letter; Comment Letter of Seattle City Employees’ Retirement System (Dec. 7, 2021) (“SCERS

Comment Letter”); Comment Letter of Shareholder Commons and B Lab US/CAN (Dec. 13,

2021) (“Shareholder Commons Comment Letter I”); CFA/CII Comment Letter; ASBC Comment

Letter; Comment Letter of Christopher Pearce (Oct. 8, 2021) (“Pearce Comment Letter”);

managers who file Form 13F.30 Certain commenters also agreed that the proxy vote reporting

requirements for managers should be focused only on say-on-pay votes, as proposed.31 Other

commenters, however, suggested that managers should be required to report other proxy votes in

addition to say-on-pay votes.32 We continue to believe that it is appropriate at this time to limit

managers’ reporting obligations to say-on-pay votes, consistent with the statutory mandate in

section 14A.33

One commenter suggested that managers and funds should have different reporting

forms.34 Another commenter suggested that the Commission permit managers to file their sayon-pay votes through a revised Form 13F to relieve the additional regulatory burden that would

result from a new, separate filing requirement.35 We believe that both managers and funds should

report proxy voting matters on the same form to reduce the potential for investor confusion and

to enhance investors’ ability to compare voting records from various reporting persons both over

a uniform reporting period and through the use of a single form. In addition, the use of a revised

Form 13F for managers would necessitate the creation and use of an expanded custom XML

Comment Letter of John C. Friess (Nov. 22, 2021) (“Friess Comment Letter”); ICI Comment

Letter I.

See AIMA Comment Letter; Better Markets Comment Letter; MFA Comment Letter.

See Pickard Comment Letter; MFA Comment Letter; AIMA Comment Letter.

See Comment Letter of Alan Reid (Oct. 18, 2021) (“Reid Comment Letter”); Comment Letter of

Heather Rhee (Nov. 18, 2021) (“Rhee Comment Letter”); Shareholder Commons Comment

Letter I; SCERS Comment Letter (recommending the reporting of votes related to climate change

metrics and qualitative reporting, net zero commitments, and board member elections).

See Proposing Release, supra footnote 5, at the paragraph containing nn.35-36; see also 2010

Proposing Release, supra footnote 11, at section II.B.1 (“The scope of votes that would be

required to be reported under the proposal is the same as the scope provided by new Section

14A(d) of the Exchange Act.”).

See Rhee Comment Letter.

See AIMA Commenter Letter.

schema for Form 13F that would mirror the new custom XML schema for Form N-PX, leading

to technical redundancies and inefficiencies compared to using a single new custom XML

schema for Form N-PX that covers both funds and managers. It also would be confusing for both

reporting persons and investors if managers included say-on-pay votes on Form 13F because, as

the final rule provides, reports on Form N-PX cover different periods and different securities

than those covered by reports on Form 13F.

Managers’ Exercise of Voting Power

We are adopting, as proposed, a two-part test for determining whether a manager

“exercised voting power” over a security and must report a say-on-pay vote on Form N-PX.36 As

proposed, a manager is required to report a say-on-pay vote for a security only if the manager:

(1) has the power to vote, or direct the voting of, a security; and (2) “exercises” this power to

influence a voting decision for the security.37 In the first part of the test, the ability to vote the

security or direct the voting of the security includes the ability to determine whether to vote the

security at all, or to recall a loaned security before a vote. Under the rule, voting power could

exist or be exercised either directly or indirectly by way of a contract, arrangement,

understanding, or relationship. Per this analysis, multiple parties could both have and exercise

voting power over the same securities and, in the proposal, we provided the example of a party

exercising voting power when it influences the way a third party votes the security, even where

the manager is not the sole decision-maker.38

See Proposing Release, supra footnote 5, at section II.B.2.

See rule 14Ad-1(d)(1) (defining voting power) and rule 14Ad-1(d)(2) (defining exercise of voting

power). This approach is tailored to considerations associated with section 14A of the Exchange

Act and the scope of say-on-pay reporting obligations. As a result, the definitions of “voting

power” and the “exercise” of voting power do not affect the meaning of these or similar terms

used in other Commission rules.

Proposing Release, supra footnote 5, at section II.B.2.

As proposed, we are defining the exercise of voting power to mean the actual use of

voting power to influence a voting decision. The framework focuses on the exercise, rather than

mere possession, of voting power. Thus, managers will exercise voting power when they vote or

influence a vote using their own independent judgment. As an example, a manager exercises

voting power when it votes (or directs another party to vote) in accordance with the manager’s

own guidelines or based on the manager’s own judgment, including exercising independent

judgment or expertise to determine how a client’s voting policies should apply to a say-on-pay

vote. A manager also exercises voting power when it influences the decision of whether to vote a

security, such as by determining not to vote on a say-on-pay matter or whether to recall loaned

securities in advance of a vote in order to vote the shares. Given this focus on a manager

influencing the voting decision, a manager will have no reporting obligation with respect to a

voting decision that is entirely determined by its client or another party.39 We are adopting the

amendments as proposed because we believe the two-part test balances investor informational

needs, reporting burdens, and the statutory obligations.

Some commenters generally supported our proposed definition of the exercise of voting

power.40 Other commenters preferred what they viewed as a more objective approach, suggesting

that the “exercise of voting power” standard could be subjective, burdensome, and cause

confusion in situations in which multiple managers exercise voting power over the same

security.41 One commenter recommended either basing the reporting obligation on who actually

For a discussion of examples where a manager does or does not exercise voting power, see

Proposing Release, supra footnote 5, at section II.B.2.

See ICI Comment Letter I; Morningstar Comment Letter.

See Pickard Comment Letter; MFA Comment Letter.

marks the proxy card or, in the alternative, limiting the reporting obligation to the party who

“primarily” influences a voting decision.42 Another commenter suggested that only the managers

who actually voted or instructed an intermediary to vote securities should be required to report.43

We recognize that the framework we are adopting could result in some subjectivity in

some cases. Nonetheless, this approach addresses the section 14A requirement for managers to

report how they voted. We believe the appropriate focus is on when a manager exercises

discretion in determining how to vote on a say on pay matter, as implemented in the final rule’s

definition of the exercise of voting power. This provides more comprehensive information for

investors by requiring each manager who uses its voting power to influence a say-on-pay vote to

report how the manager voted (or determined not to vote), even though there may be some

degree of subjectivity in particular cases in determining whether a given manager is required to

report a vote.

Conversely, the tests suggested by commenters would limit the utility of Form N-PX for

investors. For example, while it may lessen the reporting obligations for some managers, a test

based on who physically marks the proxy card (or its electronic equivalent), who primarily

influenced a voting decision, or who actually voted or instructed a vote would exclude managers’

votes that would be covered under the final rules, depriving investors of useful information

regarding say-on-pay voting decisions. For example, if both managers A and B influenced a

voting decision and manager B marked the proxy card, a test that only requires the manager

marking the proxy card to report the vote would not provide investors any information about

manager A’s participation in the voting decision. As another example, a test that focuses

See Pickard Comment Letter.

See MFA Comment Letter.

exclusively on situations in which a manager actually votes or instructs a vote would not capture

instances in which a manager determines not to cast a vote. Determining when a manager

“primarily” influences a voting decision would create its own subjective analysis and thus does

not appear to address commenter concerns about subjectivity. As for situations in which multiple

managers exercise voting power over the same security, those managers will be able to rely on

the joint reporting provisions to reduce the associated reporting burdens.

One commenter questioned whether a manager would “influence” a voting decision if the

advice given to a client or co-manager was not taken and the vote was cast differently than the

manager suggested.44 Under the approach we are adopting, and in keeping with exercise of

voting power analysis, a manager would not be viewed as influencing a vote if the vote is cast

differently than the manager’s recommendation or suggestion.

Additional Scoping Matters for Manager Reporting of Say-on-Pay

Votes

We are adopting, as proposed, amendments that require a manager to report say-on-pay

votes under section 14A with respect to any security over which it exercised voting power. Like

both the 2010 Proposing Release and the Proposing Release, we are not modifying the scope of

securities to align with those reported on Form 13F or to provide an exception from reporting

where the manager does not vote. We are, however, amending Form N-PX to limit the reporting

obligation for managers who have a disclosed policy of not voting proxies and who, in line with

those policies, have in fact not voted proxies during the reporting period.

Some commenters supported the Commission’s proposal to require managers to report all

say-on-pay votes, suggesting that such a requirement provides investors with a manager’s full

See Pickard Comment Letter.

voting record.45 Other commenters recommended that we align the scope of securities reported

on Form N-PX with those reported on Form 13F and proposed various ways to do so.46 Some

commenters suggested that the Commission provide a de minimis exemption that would,

consistent with Form 13F, exclude from the Form N-PX reporting obligation securities holdings

of fewer than 10,000 shares and less than $200,000 aggregate fair market value.47 Some

commenters suggested that the Form N-PX reporting requirements should be limited to the kinds

of securities managers are required to report on Form 13F (i.e., section 13(f) securities) on the

basis that such an approach would be clearer to investors and would limit regulatory costs.48 One

of these commenters suggested this would be consistent with the Exchange Act, which imposes

the say-on-pay vote reporting requirement on managers subject to section 13(f) of that Act.49

Another one of these commenters urged the Commission to exclude from the reporting

obligation securities that are exempt from registration under section 12 of the Exchange Act.50

This commenter asserted that managers would have difficulty obtaining the information needed

to complete Form N-PX for these securities because of a lack of adequate and reliable data.

See, e.g., Better Markets Comment Letter; CFA/CII Comment Letter; Comment Letter of

Principles for Responsible Investment (Dec. 14, 2021) (“PRI Comment Letter”).

See, e.g., AIMA Comment Letter; MFA Comment Letter; Pickard Comment letter.

See Pickard Comment Letter; AIMA Comment Letter; MFA Comment Letter; see also Special

Instruction 10 of Form 13F. But see Better Markets Comment Letter; Morningstar Comment

Letter (suggesting that we not provide a de minimis exemption because it would reduce the value

of votes by omitting a manager’s full voting record and would create the wrong incentives by

encouraging managers to leave shares out on loan to stay below the reporting threshold).

See AIMA Comment Letter; MFA Comment Letter. Section 13(f) securities are equity securities

of a class described in section 13(d)(1) of the Exchange Act that are admitted to trading on a

national securities exchange or quoted on the automated quotation system of a registered

securities association. The Commission publishes a list of these securities pursuant to section

13(f)(4) of the Exchange Act. See 17 CFR 240.13f-1(c).

See MFA Comment Letter.

See AIMA Comment Letter.

Another commenter suggested that managers who do not report a security on Form 13F because

they lack investment discretion over such security should not be required to disclose on Form NPX votes related to that security.51 Other commenters suggested that only securities held at the

end of a calendar quarter be reported because these securities would also be reported on Form

13F.52 Some commenters urged that, in the alternative, short-term positions, such as those held

for fewer than 30 days, should be excluded from the reporting obligation.53

We are not limiting the scope of securities subject to the Form N-PX reporting

requirement as these commenters suggested because doing so would exclude say-on-pay voting

information that would be beneficial to investors. A more limited reporting obligation would

reduce the utility of the say-on-pay reporting disclosure by depriving investors of a manager’s

full voting record.54 We do not believe that section 14A suggests or requires that the Commission

align the scope of securities required to be reported on Form N-PX with those required for Form

13F or apply Form 13F’s de minimis exemption to Form N-PX. Section 14A requires every

institutional investment manager subject to section 13(f) to report how it voted on any say-onpay shareholder vote, which would include say-on-pay votes held by issuers of securities that are

not reported on Form 13F. If Form N-PX reporting contained a de minimis exemption or were

limited only to those securities reported on Form 13F or only those securities over which

managers have investment discretion, then investors would not be able to identify on Form N-PX

all say-on-pay votes required under the statute.

See Pickard Comment Letter.

See MFA Comment Letter; AIMA Comment Letter.

See AIMA Comment Letter; MFA Comment Letter.

Proposing Release, supra footnote 5, at section II.B.3; see also Better Markets Comment Letter

(suggesting that a de minimis exception or otherwise limiting say-on-pay votes to securities that

managers report on Form 13F would exclude votes that section 14A(d) is meant to capture).

In addition, a commenter urged the Commission to limit the reporting requirement to

section 13(f) securities because managers may not have sufficient information to report say-onpay votes conducted by issuers whose securities are exempt from registration under section 12 of

the Exchange Act. There are, however, securities other than section 13(f) securities that are

subject to section 12 registration, including certain non-exchange-traded securities.55 Moreover,

issuers of securities that are exempt from section 12 are not required to conduct say-on-pay votes

in the first instance, and if such an issuer were to conduct a say-on-pay vote voluntarily,

managers would not be required to report that vote because section 14A(d) only requires

managers to report votes pursuant to subsections 14A(a) and 14A(b).56

We also are not adopting commenters’ suggestions to align Form N-PX reporting

requirements with Form 13F such that a manager would only report votes for securities reported

at quarter end on Form 13F. Doing so would potentially exclude a significant number of say-onpay votes, thus limiting the usefulness of the information for investors as well as potentially

omitting the reporting of how a manager voted on a say-on-pay vote as required pursuant to

section 14A. For example, Form 13F reports are not required to include securities held during the

quarter but subsequently disposed of prior to the end of the quarter.57 We are also not adopting a

See section 12(g) of the Exchange Act [15 U.S.C. 78l(g)].

See Shareholder Approval of Executive Compensation and Golden Parachute Compensation,

Exchange Act Release No. 63768 (Jan. 25, 2011) [76 FR 6010 (Feb. 2, 2011)], at n.38 (“[The

say-on-pay rules for issuers] as adopted apply to issuers who have a class of equity securities

registered under section 12 [15 U.S.C. 78l] of the Exchange Act and are subject to our proxy

rules.”)

See Proposing Release, supra footnote 5, at section II.B.3. See also Better Markets Comment

Letter (suggesting that say-on-pay vote reporting should not be limited to positions reported on

Form 13F because securities disposed of before quarter end would not be reported).

framework that would only require the reporting of securities held for at least a specified period

of time for similar reasons.

Some commenters responded to our request for comment as to whether we should modify

our proposed approach for managers who do not vote their shares. For example, the Commission

requested comment on whether to exempt a manager who does not vote its shares from certain

disclosure requirements and whether any modified approach should be subject to conditions,

such as the manager having disclosed to its clients that it does not vote.58 Commenters

addressing these points suggested that the Commission limit the reporting obligation for

managers who have a disclosed policy of not voting proxies.59 These commenters stated that

some registered investment advisers do not vote proxies and disclose their general policy of not

voting proxies in other materials, including Part 2A of their Form ADV. One of these

commenters suggested that, under the proposed rule, these advisers would only be disclosing

their security holdings, not the quantitative voting data contemplated by the proposed

amendments.60 Other commenters articulated their view that disclosure of a no-vote policy

sufficiently addresses any transparency concerns by providing investors with an understanding of

a manager’s votes.61 Relatedly, one of these commenters suggested that imposing the full

reporting obligation on managers who have a disclosed policy of not voting creates a burden on

managers, is of limited value to investors, and thus these managers should be exempted.62 Other

See Proposing Release, supra footnote 5, at section II.B.3.

See Pickard Comment Letter; AIMA Comment Letter; MFA Comment Letter.

See AIMA Comment Letter.

See Pickard Comment Letter; AIMA Comment Letter (suggesting that many registered

investment advisers disclose in Form ADV that they do not vote proxies).

See Pickard Comment Letter.

commenters suggested a more streamlined reporting process for managers with no or limited

say-on-pay votes, with one such commenter suggesting that Form N-PX include a checkbox for

managers that have a general policy of not participating in one or more categories of say-on-pay

votes to alleviate such managers of reporting non-votes in those categories.63

As a result, we are adopting a streamlined reporting option for managers who have a

disclosed policy of not voting proxies and in fact have not voted proxies during the reporting

period. After considering those comments, we believe there is limited value for investors in

requiring the full scope of Form N-PX reporting by managers, such as information about

individual voting matters, under these circumstances. Accordingly, we are adding a designation

to Form N-PX that would permit managers who have a disclosed policy of not voting proxies,

and who did not in fact vote during the reporting period, to indicate such in a notice report. The

manager would not have to report any information on a security-by-security basis and instead

would be required only to file N-PX’s cover page and required signature. This approach balances

appropriate transparency with the reporting burden. However, we do not believe it is appropriate

to exempt these managers fully from reporting on Form N-PX as this may limit the ability of

investors to understand fully how a manager exercises its voting power.64 Further, these notice

reports will aid in the effectiveness of the Commission’s oversight of managers in complying

with the requirements of section 14A. Information filed on Form N-PX in a structured data

language is easier to analyze systematically than a narrative disclosure and has the benefit of

differentiating cases where a manager has no votes to report from cases where a manager simply

See MFA Comment Letter.

See Proposing Release, supra footnote 5, at n.63 and accompanying paragraph.

fails to report. For similar reasons, as proposed, we are requiring managers that do not have any

proxy votes to report for the reporting period to file a notice report to this effect.65

Proxy Voting Information Reported on Form N-PX

We are adopting the proposed amendments to the proxy voting information reported on

Form N-PX largely as proposed, but have made certain revisions as laid out below . We believe

the amendments we are adopting will make the information more useful to investors as compared

to both the current form and the proposal. For example, the amendments facilitate investors’

ability to locate the same proxy voting matter on different reports on Form N-PX, aiding investor

identification of proxy voting matters that are of interest to them. The amendments also provide

additional quantitative information to help investors understand how reporting persons balance

voting decisions against other priorities, and, in general, make the information reported more

useful to investors.

Identification of Proxy Voting Matters

We proposed to require reporting persons to use the same language that is on the form of

proxy to identify the matter on Form N-PX, and to report proxy voting matters in the same order

in which they are presented on the issuer’s form of proxy, including identifying each director

separately in the same order as on the form of proxy, even if the election of directors is presented

as a single matter on the form of proxy (“voting matter identification requirements”). We are

adopting these amendments as proposed, but with two modifications.

First, under the amendments, these requirements will only apply to proxy votes if a form

of proxy in connection with a matter is subject to rule 14a-4 under the Exchange Act. That rule

requires the form of proxy, or “proxy card,” included in the proxy materials to clearly and

As discussed in more detail below, we have moved this language from the form to the cover page.

impartially identify each voting matter (an “SEC proxy card”). SEC proxy cards contain the

information reporting persons need to comply with the new voting matter identification

requirements. Second, in all other cases, reporting persons will be subject to the current

requirement to provide a “brief identification of the matter voted on,” except that we are

adopting one modification limiting abbreviations used in the descriptions of these voting matters

as described in more detail below. The amendments, with these modifications to the proposal,

are designed to address challenges identified by commenters with respect to certain voting

matters, while making it easier for investors to locate identical voting matters on different Form

N-PX reports by different reporting persons.

Commenters supporting the proposed voting matter identification requirements asserted

that they would assist investors in understanding how reporting persons vote shares and make the

form more useful.66 For instance, one commenter stated that non-standard descriptions made it

difficult to compare votes across different reports on Form N-PX.67 A different commenter stated

that the current lack of standardization imposes a cost on investors, who need to expend time and

resources to compare different reporting persons.68

Conversely, many commenters suggested that the proposed voting matter identification

requirements could raise challenges, especially in the case of foreign issuers. For example, one

commenter stated that “the descriptions of proxy voting matters by [companies not subject to the

See, e.g., CFA/CII Comment Letter; Morningstar Comment Letter; Comment Letter of James

McRitchie (Dec. 13, 2021) (“McRitchie Comment Letter II”). James McRitchie also wrote a

separate comment letter dated Dec. 13, 2021 (“McRitchie Comment Letter I”) and a comment

letter dated Dec. 14, 2021 (“McRitchie Comment Letter III”). The letters are referred to

collectively as if they were a single letter (“McRitchie Comment Letter”).

See Ceres Comment Letter.

See CFA/CII Comment Letter.

Commission’s proxy rules] vary widely between markets and, at least in some cases, are neither

concise nor particularly descriptive, and in many cases are not in English.”69 Several other

commenters also noted that non-English filings could create special challenges.70 Commenters

also stated that, in certain cases, voting matters may not be clearly described, and that

descriptions of proxy voting matters can be quite extensive and can surpass standard character

count limits, either of which could result in N-PX filings being longer than they are currently.71

With regard to the ordering requirement, two commenters stated that the items presented in

proxy materials issuers provide are not in a standardized order, with one stating that issuers may

present a particular matter in multiple orders in different parts of the filing.72 Another commenter

suggested that, while a consistent ordering of content would be helpful for reading the data

without using a program to analyze it, ordering is not needed when data is reported in structured

format.73 However, several commenters that raised concerns with the proxy voting matter

identification requirements suggested their concerns would not extend to issuers whose form of

proxy meets the proxy requirements of the Exchange Act.74

Glass Lewis Comment Letter.

See ISS Comment Letter; ICI Comment Letter (stating that it was not clear whether or not

reporting persons would be permitted to file N-PX in a language other than English); Federated

Hermes Comment Letter.

See Bloomberg Comment Letter (not clearly described); ISS Comment Letter (descriptions can be

extensive).

Federated Hermes Comment Letter (with regards to foreign issuers); Bloomberg Comment Letter.

XBRL Comment Letter.

See, e.g., Glass Lewis Comment Letter (stating that the justification for requiring standardization

only applies to issuers subject to the Commission’s proxy rules); Federated Hermes Comment

Letter (“[W]e believe this aspect of the Proposal to be workable where it concerns domestic

issuers”). The proxy requirements of the Exchange Act are largely limited to securities registered

pursuant to section 12 of the Exchange Act. See, e.g., 15 U.S.C. 78n(a)(1). Foreign private issuers

are exempted from these requirements. See 17 CFR 240.3a12-3(b).

After considering the comments, we are adopting the voting matter identification

requirements as proposed, except that they will only apply if a form of proxy in connection with

a matter is subject to the requirements of rule 14a-4 under the Exchange Act, i.e., an SEC proxy

card is available for the matter.75 As noted in the Proposing Release and as required by rule 14a4, “the descriptions and ordering used on an issuer’s form of proxy, which is publicly available

and must identify clearly and impartially each separate matter intended to be acted upon, would

address the previously identified practical issues associated with standardized descriptions.”76

Forms of proxy subject to rule 14a-4 therefore will identify the matter in a clear manner, listed in

order where the form of proxy covers multiple matters, and be in the English language.

Reporting persons would not need to review other documents or filings of the issuer, such as a

proxy statement, beyond the form of proxy to determine the description or order of presentation.

We recognize that the voting matter identification requirements will involve changes to reporting

persons’ processes, or those of their service providers,77 in order to comply with the voting

matter identification requirements. These costs are justified by the benefits of the disclosure and

may be reduced by applying the voting matter identification requirements only where a form of

proxy is available to supply the information.78

Special Instruction D.3 of amended Form N-PX.

See Proposing Release, supra footnote 5, at n.76 and accompanying text (citing rule 14a-4(a)(3),

which requires that the form of proxy identify clearly and impartially each separate matter

intended to be acted upon, and associated guidance on descriptions of matters in forms of proxy).

See also 17 CFR 240.14a-4(a)(3); see 17 CFR 232.306 (requiring the use of the English language

in all electronic filings); Division of Corporation Finance, Compliance and Disclosure

Interpretations, Section 301 (Mar. 22, 2016), available at

https://www.sec.gov/divisions/corpfin/guidance/exchange-act-rule-14a-4a3-301.htm.

See ICI Comment Letter I; ISS Comment Letter.

In addition, recognizing that the structured data requirements may reduce the need for a

consistent ordering when the filings are analyzed with the assistance of a computer program, the

Reporting persons, however, may hold securities for which voting matters are not subject

to our proxy rules and for which an SEC proxy card is not available. In this case the associated

proxy materials may not clearly provide the information required to satisfy the voting matter

identification requirements, or may not provide that information in English. We recognize the

practical challenges raised by commenters in complying with the proposed proxy voting matter

identification requirements in these circumstances. Requiring reporting persons to use the same

language that is on the form of proxy to identify the matter will be less useful to investors if the

language on the form of proxy is not in English, or is not clearly presented. Reporting persons

also would face challenges in reporting proxy voting matters in the same order in which they are

presented on the issuer’s form of proxy if, as some commenters asserted, items presented in

proxy materials provided by some issuers are not in a standardized order.

The modifications to the voting matter identification requirements are intended to address

these concerns because, under the amendments, these requirements will only apply when the

reporting person will have the information necessary to satisfy them from an SEC proxy card.

Where an SEC proxy card is not available for a matter, reports regarding the matter will instead

be required to provide “a brief identification of the matter voted on,” consistent with the current

requirement.79 In an effort to improve the usefulness of this information to investors, and in a

change from the proposal, descriptions of these matters will be required to limit the use of

abbreviations to commonly understood terms or terms that the issuer abbreviated in its

description of the matter. As we discussed in the Proposing Release, abbreviations and other

consistent ordering requirement should nonetheless aid investors who choose to review the filings

in plain text format.

See Item 1(e) of current Form N-PX.

shorthand were one of the fund practices that can make it difficult for investors to identify and

compare voting matters.80 The requirement to limit abbreviations should help ensure that, to the

extent that a reporting person is abbreviating terminology on the form, the reporting person is

doing so consistently, either because the abbreviation is commonly understood or was part of the

issuer’s description of the matter.

Identification of Proxy Voting Categories

As proposed, we are adopting a requirement for reporting persons to select from

specified, standardized categories to identify the subject matter of each reported proxy voting

item. The categories are designed to cover matters on which funds frequently vote. In a change

from the proposal, we have streamlined and consolidated the proposed list of categories, based

on suggestions from commenters, to reduce overlap and make the categories easier to use. We

also have eliminated the proposed requirement to select from a list of subcategories and have

included in Form N-PX examples of matters that would fall into each category that generally

track subjects that were previously proposed as subcategories. Collectively, we believe these

changes from the proposal will increase the usefulness of the categories while reducing potential

difficulties identified by commenters.

In general, commenters who supported the proposed categorization requirement believed

the requirement would provide benefits to users of the form. For example, commenters stated

that categorizing proxy votes makes a fund’s disclosed proxy voting record more useful because

it is more searchable, which makes it easier for investors to focus on topics they find important.81

See Proposing Release, supra footnote 5, at text accompanying n.222.

See, e.g., Morningstar Comment Letter; CFA/CII Comment Letter.

As one commenter stated, this “significantly lowers the costs of consumption” of the data.82

Another commenter stated that categorizing proxy votes provides a signal to investors of the

fund’s investment criteria and overarching goals.83

Most commenters who addressed the categorization requirement stated that the proposed

version would be burdensome for reporting persons and would not provide useful information

for investors. For example, many commenters asserted that the proposed 17 categories and

approximately 90 subcategories would not be helpful to investors, with some suggesting that the

granularity could complicate investors’ ability to compare different filings to locate matters

relating to particular categories.84 Some stated the proposed approach would result in numerous

judgments as to the category or subcategory in which a matter belonged.85 Commenters also

suggested that a categorization requirement with fewer, broader categories would accomplish

what they viewed as the main policy objective of the proposal while also reducing the likelihood

of potential differences among reporting persons.86 A number of commenters suggested that we

remove the proposed subcategories but retain them as examples of matters to be included in the

categories.87 Certain commenters objected to particular categories or subcategories, asserting that

Bloomberg Comment Letter.

LTSE Comment Letter.

See, e.g., ICI Comment Letter I.

See, e.g., Blackrock Comment Letter.

See, e.g., Federated Hermes Comment Letter.

See, e.g., ICI Comment Letter I; CFA/CII Comment Letter; Federated Hermes Comment Letter.

Some commenters also suggested that we change one or more subcategories. See, e.g., PRI

Comment Letter; CFA/CII Comment Letter. However, we are not adopting the subcategorization

requirement.

they might not be representative of voting matters in future years.88 Others suggested the burden

of categorization would be better assigned to issuers, to reduce burdens on funds and provide

consistency in funds’ categorizations, or that we exempt small funds because they do not

typically have enough voting power to change the outcome of most proxy votes.89

After considering these comments, we are modifying the proposed categorization

requirement to reduce the burden and the level of uncertainty among potentially overlapping

categories for reporting persons while enhancing the usefulness of categorization to investors.

Specifically, based in part on suggestions from commenters, we have streamlined the list of

categories, including combining certain categories that were particularly likely to overlap and

thus could cause confusion on how to categorize. For example, one commenter recommended

that we change the board of directors category to only address director elections and add the

remaining elements of the board of directors category to the corporate governance category,

combine meeting governance with the corporate governance category, combine securities

issuance with capital structure, and combine political activities with other social issues.90 As

detailed in the chart below, we have made changes to the categories that are generally consistent

with these recommendations. These changes should reduce questions about how to categorize

voting matters on these topics and reduce overlap between categories.

See Comment Letter of the National Center for Public Policy Research (Dec. 9, 2021) (“NCPPR

Comment Letter”); US Chamber of Commerce Comment Letter; Utah Comment Letter;

McRitchie Comment Letter.

See, e.g., AIMA Comment Letter (issuers should categorize), but see Blackrock Comment Letter

(funds, not issuers, should categorize); Ultimus Comment Letter (issuers should categorize and

exempt small funds).

See, e.g., ICI Comment Letter I.

We are not, however, combining section 14A reporting with other compensation matters,

as one commenter suggested, in order to aid managers in complying with this categorization

requirement given that they are only reporting say-on-pay votes, and to aid investors in finding

say-on-pay votes efficiently.91 We are also not combining or otherwise changing the categories

relating to environmental or climate, human rights or human capital/workforce, or diversity,

equity, and inclusion as we believe that these are sufficiently distinct topics that they should be

separately identified.92

We also are removing entirely the proposed requirement to assign matters to

subcategories. Instead, the amendments include examples of matters that would be included

within each category. The examples we are adopting are largely the same as the proposed

subcategories, but, when combining categories, we added the subcategories from the eliminated

category as examples in the combined category.93 In addition because these examples are now

illustrative rather than comprehensive, we eliminated proposed subcategories that simply

clarified that any other matter within a category needed to be included (e.g., “other audit-related

matters (along with a brief description)”).

Accordingly, relative to the proposal we are adopting a categorization requirement with

fewer, but broader, categories. Adopting broader categories and eliminating subcategories seeks

to reduce potential overlap among categories and also reduce the likelihood that the categories

See id.

See id.; see also PRI Comment Letter.

In addition, we added the example of “proxy access” in the corporate governance category to

further clarify where those votes should be categorized.

are not representative since they are broader and less likely to change.94 As a result, the changes

should reduce the need for subjective judgments on the part of reporting persons in determining

the applicable categories. In particular, the differences between categories should be clearer and

reporting persons need not determine which of several subcategories may apply to a matter. This,

in turn, will increase comparability, and therefore the utility, of the information for investors.95

We therefore believe the modifications to the proposal balance the concerns raised by

commenters on the proposed categorization requirement with the benefits provided by voting

matter classifications. We also believe that the reduced burden further reinforces our decision not

to require issuers to categorize voting matters. In the context of this rulemaking, which is

focused on the requirement for funds to report their proxy voting records and implementing

section 14A for managers, we believe the categorization requirement should apply to those

reporting persons. The reduced burden of the categorization requirement relative to the proposal

also supports not exempting small funds, therefore allowing investors in those funds to benefit

from the categorization requirement. The table below outlines the changes to the categories in

the proposal.

Table 1: Changes to Categories from the Proposal

Proposed Category

Board of directors

Adopted Category

Director elections

Section 14A

Audit-related

Section 14A

Audit-related

Change from Proposal

Limited to elections; other board matters

categorized as corporate governance

None

While any chosen list of categories may not perfectly capture unanticipated trends that arise in the

future, the use of broader categories that are less likely to change helps to address concerns that

the chosen categories are based on a proxy season that some commenters asserted was not

representative. See, e.g., NCPPR Comment Letter; US Chamber of Commerce Comment Letter.

Although one commenter suggested that activists, rather than fund investors, would use this

information to try to influence how funds vote, fund advisers are subject to fiduciary duties and

thus must make voting determinations in the best interest of the fund and its shareholders. See

Utah Comment Letter; see also infra footnotes 331 - 333 and accompanying text. In addition, the

amendments to the format and content of Form N-PX may also help deter fund voting decisions

motivated by conflicts of interest. See infra footnotes 281 - 284 and accompanying text.

Investment company matters

Shareholder rights and defenses

Extraordinary transactions

Security Issuance

Capital structure

Compensation

Corporate governance

Investment company matters

Shareholder rights and defenses

Extraordinary transactions

n/a

Capital structure

Compensation

Corporate governance

Meeting governance

Environment or climate

Human rights or human capital/workforce

Diversity, equity, and inclusion

Political activities

Other social issues

Other

n/a

Environment or climate

Human rights or human capital/workforce

Diversity, equity, and inclusion

n/a

Other social issues

Other

None

Consolidated with capital structure

Now includes security issuance

None

Includes board matters other than

director elections and meeting

governance

Consolidated with corporate governance

None

Consolidated with other social issues

Now includes political activities

None

As proposed, the list of categories will be non-exclusive and reporting persons are

instructed to select all categories applicable to the matter.96 This approach will further aid

investors in locating useful information by allowing them to identify multiple topics that may be

of interest. For example, a fund that casts a vote on a proxy proposal tying executive

compensation to the completion of a merger (other than a section 14A proposal) would

categorize the vote in both the compensation and extraordinary transactions categories, enabling

investors who are interested in either the fund’s votes on compensation issues or its votes on the

merger to locate the vote.

Quantitative Disclosures

We are adopting as proposed changes to Form N-PX that will require reporting persons to

disclose quantitative information about the shares that were voted or instructed to be voted, as

well as shares the reporting person loaned and did not recall.

Disclosure of Number of Shares Voted or Instructed to Be

Voted

Consistent with the proposal, amended Form N-PX will require reporting persons to

disclose the number of shares voted (or instructed to be voted) and how those shares were voted

Special Instruction D.4 of amended Form N-PX.

(e.g., for or against proposal, or abstain), as reflected in their records at the time of filing a report

on Form N-PX. If a reporting person has not received confirmation of the actual number of votes

cast, the Form N-PX report instead may reflect the number of shares instructed to be cast on the

date of the vote. If the votes were cast in multiple manners (e.g., both for and against), reporting

persons will be required to disclose the number of shares voted (or instructed to be voted) in each

manner.97

We are requiring this disclosure because providing the number of votes cast improves the

transparency of fund and manager voting records and more effectively enables investors to

monitor their funds’ and managers’ involvement in the governance activities of their

investments. It also provides information about the magnitude of a reporting person’s voting

power. This disclosure also provides important context for the disclosure of the number of shares

the reporting person loaned and did not recall and disclosures where a manager votes in multiple

ways on the same matter.98

Many commenters supported the proposed approach, although some of these commenters

suggested that we require additional information.99 Specifically, some of these commenters

suggested that reporting persons should be required to identify the number of shares voted by

Item 1(k) of amended Form N-PX. As proposed, in the case of a shareholder vote on the

frequency of executive compensation votes, a reporting person will be required to disclose the

number of shares, if any, voted in favor of each of one-year frequency, two-year frequency, or

three-year frequency, and the number of shares, if any, that abstained. The number zero (“0”)

would be entered if no shares were voted, so that responses to this item would be uniformly

numeric in nature. Item 1(i) of amended Form N-PX.

See Proposing Release, supra footnote 5, at section II.C.3.a. While we understand that funds do

not split votes regularly, investors should benefit from parity in disclosure between funds and

managers in cases where funds do split votes.

See, e.g., Better Markets Comment Letter; Morningstar Comment Letter; see also ICI Comment

Letter I (not objecting to providing quantitative data generally, but objecting to the lent share

quantitative data requirement).

subadvisers or other third parties such as an independent fiduciary retained to avoid conflicts of

interest.100 In initially adopting Form N-PX, the Commission stated that investors in mutual

funds have a fundamental right to know how a fund casts proxy votes on its shareholders’

behalf.101 Consistent with this view, how a fund casts its proxy votes is the more salient

information for investors than whether, for example, a particular subadviser cast the vote.

In addition, the form will provide investors with some indication of how subadvisers may

have influenced the fund’s votes. For example, a fund may have multiple subadvisers exercising

the power to vote over a portion of securities held by the fund. To the extent one of these

subadvisers voted a reporting fund’s shares differently than the other subadvisers to the fund, the

fund’s quantitative disclosures will reflect this split vote by showing the fund had a number of

shares voted both for and against. Further, investors will continue to have access to descriptions

of funds’ proxy voting policies and procedures through required disclosures, which would

include applicable descriptions of the policies and procedures of investment advisers or other

third parties that are used to determine how to vote fund proxies.102 In addition, some

subadvisers or third parties will likely be managers subject to say-on-pay reporting and so

investors will also have access to how those parties voted on say on pay matters.103

100

See Morningstar Comment Letter; Bloomberg Comment Letter.

101

See 2003 Adopting Release, supra footnote 4, at section I.

102

See, e.g., Item 17(f) of Form N-1A (“[D]escribe the policies and procedures that the Fund uses to

determine how to vote proxies relating to portfolio securities … Include any policies and

procedures of the Fund’s investment adviser, or any other third party, that the Fund uses, or that

are used on the Fund’s behalf, to determine how to vote proxies relating to portfolio securities.”);

Item 18.16 of Form N-2. A fund may satisfy the requirement to provide a description of the

policies and procedures that it uses to determine how to vote proxies by including a copy of the

policies and procedures themselves.

103

See Special Instruction D.6.b to amended Form N-PX.

One commenter also suggested that we require funds to indicate, per ballot, how many

shares were voted, along with associated share class voted, noting that in some cases companies

offer multiple share classes with different voting rights.104 In this circumstance, reporting persons

should report different share classes separately as different portfolio securities for purposes of

Form N-PX because of this difference in relative voting power and rights.

Another commenter objected to disclosure of the number of shares voted, particularly its

application to manager say-on-pay votes.105 This commenter argued that quantitative information

about the number of shares voted went beyond the statutory mandate regarding say-on-pay and

did not provide any useful information that was not already available to investors under 17 CFR

275.206(4)-6 (“rule 206(4)-6”), the investment adviser proxy voting rule. This commenter

suggested instead that we only require disclosure of the number of shares voted in split vote

situations. We are not adopting this change because requiring quantitative disclosure only for

split votes could result in potentially confusing inconsistencies within each report on Form NPX. Moreover, this disclosure provides a number of benefits beyond illustrating how reporting

persons split votes. It improves the transparency of fund and manager involvement in corporate

governance, including providing relevant information about the magnitude of the reporting

person’s voting power.106 To enable investors to understand how a fund or manager has

exercised its voting power, investors need to have access to quantitative information about the

number of shares voted, in addition to shares on loan and not recalled. For these reasons,

104

See Morningstar Comment Letter.

105

See Pickard Comment Letter.

106

See, e.g., Proposing Release, supra footnote 5, at section I (discussing the substantial institutional

voting power that funds exercise on behalf investors).

requiring quantitative information about the number of shares voted is consistent with the

statutory mandate for a manager to report “how it voted” pursuant to section 14A(d).

We also disagree that the Form N-PX disclosure does not provide useful information

beyond that already required to be disclosed under rule 206(4)-6. That rule requires a registered

investment adviser to disclose to clients how they may obtain information from the adviser about

how it voted with respect to their securities. Thus, it does not apply to all managers because not

all managers are registered investment advisers. Further, it does not provide the same level of

transparency as the amendments we are adopting, because voting information under rule 206(4)6 is only required to be made available to a single client, related solely to that client’s securities,

and only upon the client’s request. Voting records on Form N-PX are available to the public.

Even if a client were to request information from its adviser about how it voted with respect to

the client’s securities, that client could not use it to compare their manager’s voting activities to

other managers’ voting activities unless that client had an existing advisory relationship with

those other managers.107

The amendments permit a reporting person to report the number of shares voted as

reflected in its records at the time of filing a report on Form N-PX.108 If the reporting person has

not received confirmation of the actual number of votes cast prior to filing a report on Form N

PX, the reporting person may report the number of shares instructed to be cast. If the reporting

person learns prior to filing its Form N-PX that a different number of shares were voted than

were instructed to be cast, the reporting person will be required to report the actual number of

107

See rule 206(4)-6(b).

108

Item 1(i) of amended Form N-PX; Special Instruction D.5 to amended Form N-PX.

votes cast.109 However, if confirmation of the actual number of votes cast occurs after the

reporting person files the Form N-PX report, a reporting person will not be required to amend a

previously filed Form N-PX report.110 This approach will limit the compliance burden of

providing information regarding the number of shares voted and, in situations where the actual

number of votes cast may differ from the number of shares instructed to be cast, the information

provided will reflect how a reporting person intended to vote such shares.

Disclosure of Number of Shares the Reporting Person Loaned

and Did Not Recall

As proposed, we are requiring disclosure of the number of shares the reporting person

loaned and did not recall in addition to the number of shares a reporting person voted.111 This

requirement is designed to provide transparency into how a reporting person’s securities lending

activities affects its proxy voting, which had been raised by commenters in the context of the

2010 Proposing Release and Proxy Mechanics Concept Release.112 It also would help address

commenter concerns with a requirement in the 2010 proposal to disclose the total number of

shares a fund was entitled to vote or over which a manager had or shared voting power.113

Commenters were mixed on this aspect of the proposal. A number of commenters

supported this disclosure, suggesting it would provide helpful context to investors about how

securities lending activities affect voting practices and help issuers better understand their

109

Special Instruction D.5 to amended Form N-PX.

110

Id.

111

Item 1(i) of amended Form N-PX.

112

See Proposing Release, supra footnote 5, at n.99 and accompanying text.

113

See Proposing Release, supra footnote 5, at nn.100 - 103 and accompanying text.

shareholder base.114 Commenters opposing this aspect of the proposal argued that the disclosures

would not provide meaningful information to investors, particularly in light of expected costs.115

Some were also concerned that these disclosures did not reflect the complete context of the

analysis reporting persons perform when determining whether to engage in securities lending and

did not show the benefits of keeping shares on loan during a vote.116 Many of these commenters

suggested that these disclosures, or fund securities lending practices in general, would provide an

incomplete picture of the securities lending activities and could be viewed in a negative light, for

example by market data firms that provide environmental, social, and governance (“ESG”)

rankings, which may consider these disclosures in forming their ESG rankings.117 Some

commenters asserted that reporting persons may programmatically recall lent shares to avoid a

negative implication, resulting in negative impacts both to the reporting person and the securities

lending market in general.118 A number of commenters recommended that, instead of the

proposed quantitative disclosure, we require a narrative discussion to provide investors

114

See, e.g., Better Markets Comment Letter (“Form N-PX does not currently account for loaned

securities that are not recalled, a major loophole that the SEC should close as proposed. This will

ensure that investors and the public have a more complete picture of how funds’ and managers’

securities lending activities, in search of revenue, impact their ability to vote shares in their

investors’ interests.”); Public Citizen Comment Letter; LTSE Comment Letter (“Having actual

knowledge of the extent to which an investor retained its voting rights - or relinquished them by

having loaned the shares – can help a company better understand its shareholder base.”) (footnote

omitted); Morningstar Comment Letter; Bloomberg Comment Letter.

115

See, e.g., ISS Comment Letter; BlackRock Comment Letter; ICI Comment Letter I; MFDF

Comment Letter; Utah Comment Letter.

116

See, e.g., TIAA Comment Letter; BlackRock Comment Letter; Comment Letter of the Securities

Lending Council of the Risk Management Ascociation (Dec. 14, 2021) (“RMA Comment

Letter”); Federated Hermes Comment Letter.

117

See, e.g., RMA Comment Letter; TIAA Comment Letter; Pickard Comment Letter; AIMA

Comment Letter.

118

See, e.g., RMA Comment Letter; Federated Hermes Comment Letter; TIAA Comment Letter.

additional context, such as disclosure of the reporting person’s policies and procedures for

determining whether to recall lent shares ahead of a proxy vote.119

The disclosure of the number of shares the reporting person loaned and did not recall will

provide transparency on a specific, security-by-security basis. Absent this disclosure, investors

would not have quantified information showing how securities lending may have impacted the

degree of proxy voting by the reporting person.120 As a result, we believe that the quantitative

disclosure in the final amendments will provide important information to investors and that it is

consistent with other information provided on Form N-PX in enabling shareholders to monitor

how the reporting person voted on a particular voting matter.121 For these reasons, we believe

that the costs to respondents in providing the quantitative disclosures are justified in light of the

increased level of information and transparency provided to investors.

We appreciate that the quantitative disclosures, alone, will not provide the full context of

a decision of whether to recall a security on loan. An adviser must make a determination

regarding whether to retain a security and vote the accompanying proxy or lend out the security

that is in the client’s best interest.122 The considerations underlying this analysis will not be

reflected in the disclosed number of shares on loan and not recalled. Reporting persons will,

however, have the option to provide this or other information on Form N-PX. The form as

amended permits a reporting person to provide additional information on the cover page and/or

119

See, e.g., ISS Comment Letter; ICI Comment Letter I; IAA Comment Letter.

120

See Proposing Release, supra footnote 5, at n.106 and accompanying text.

121

See Proposing Release, supra footnote 5, at n.15 and accompanying text.

122

See Proposing Release, supra footnote 5, at nn.104 - 105 and accompanying text; Commission

Guidance Regarding Proxy Voting Responsibilities of Investment Advisers, Investment Company

Release No. 33605 (Aug. 21, 2019) [84 FR 47420 (Sept. 10, 2019)], at n.34 (“Proxy Voting

Guidance”); see also BlackRock Comment Letter; TIAA Comment Letter.

on a vote-by-vote basis.123 This flexibility will facilitate a reporting person’s ability to provide

additional information about a particular vote, such as with respect to portfolio securities on loan,

or about the reporting person’s voting practices in general, if the reporting person so chooses.

For example, in a given case where a fund did not recall loaned securities, the fund could

disclose that not recalling the shares provided the fund with additional revenue in order to show

the benefits fund shareholders received by leaving the securities out on loan. Therefore, although

some commenters were concerned that the quantitative disclosure alone would not provide full

context, a reporting person with this concern will have the option to provide additional

information about its process for determining whether to recall lent shares ahead of a proxy vote

in order to provide investors with additional context in cases where the reporting person believes

the information is helpful.

We do not believe that the narrative discussion or disclosure of the reporting person’s

policies and procedures for determining whether to recall lent shares ahead of a proxy vote that

some commenters suggested would be an adequate substitute for the quantitative disclosure we

are adopting.124 The commenters’ alternative would not provide investors with an understanding

of the specific number of shares a reporting person has or has not recalled to vote a proxy, which

is important to understand the relationship between securities lending and proxy voting. While a

narrative discussion or disclosure of the reporting person’s policies and procedures may provide

some overall context, it may be difficult for investors to understand how the narrative disclosures

suggested by commenters relate to the reporting person’s voting record disclosed on the form,

123

See Special Instruction B.4 to amended Form N-PX; Item 1(o) to amended Form N-PX. The

disclosures permitted by these items are optional. A reporting person is not required to respond to

Item 1(o) for any vote. If a reporting person does provide additional information for one or more

votes, it is not required to provide this information for all votes.

124

See, e.g., RMA Comment Letter; Federated Hermes Comment Letter; TIAA Comment Letter.

particularly if that disclosure applies to a number of funds covered in the report, or is otherwise

not specific to any vote. Under the final amendments to Form N-PX, in contrast, reporting

persons will be permitted to provide optional narrative disclosure in their reports alongside the

required quantitative disclosure, which can be provided on a vote-by-vote basis or on their voting

record as a whole.

Finally, we recognize that an adviser and its client may agree that the adviser would not

vote due to the opportunity costs of recalling the loaned securities in order to vote and that it can

be in the client’s best interest not to recall the loaned securities.125 There are legitimate reasons

why an adviser or other reporting person may decide not to recall any loaned securities. The

quantitative disclosure we are adopting is designed to provide investors with additional

information about a reporting person’s proxy voting activities. The disclosure requirement is not

intended to change the analysis reporting persons may undertake currently as to whether to recall

a loaned security, such as by creating pressure for reporting persons to programmatically recall

lent shares, or to create a negative implication when a reporting person does not recall a loaned

security in any given case. Such determinations are subject to an adviser’s fiduciary duties owed

to its clients.126 If a reporting person believes that leaving securities on loan is in the client’s best

interest, the reporting person should leave those securities on loan. Further, as discussed above,

to the extent a reporting person believes additional narrative information may be helpful for

investors to understand fully a determination whether to recall a loaned security and mitigate any

125

Proxy Voting Guidance, supra footnote 122, at n.34.

126

See Proxy Voting by Investment Advisers, Investment Advisers Act Release No. 2106 (Jan. 31,

2003), at 15 (stating that under the Advisers Act, “an adviser is a fiduciary that owes each of its

clients duties of care and loyalty with respect to all services undertaken on the client’s behalf,

including proxy voting,” citing SEC v. Capital Gains Research Bureau, Inc., 375 U.S. 180

(1963)).

perceived negative implications of this reporting, the reporting person will have the option of

providing additional information on Form N-PX as amended.

Some commenters raised the concern that reporting persons are often not aware of the

issues that will be voted on at a particular shareholder meeting at the record date because proxy

materials often are not distributed until after that date, leaving reporting persons with limited

information to make a determination as to whether to recall shares to vote proxies.127 We

understand that industry practices have developed that allow reporting persons to make informed

decisions about voting matters and whether to recall loaned securities in these circumstances. For

example, one commenter has previously told the Commission that, even though proxy statements

often are sent after the record date, funds “have long been in the business of loaning securities

and have been able to develop methods to monitor corporate developments and make

arrangements to recall shares in the event of a vote on a material matter” and that it, at the time,

did “not believe it is essential for the Commission to adopt additional regulations to facilitate the

recall of securities for voting purposes.”128 Reporting persons today already are analyzing

whether to recall loaned securities, even though proxy materials may be distributed after the

record date for a vote.129 This disclosure is not intended to change that analysis.

Commenters also raised concerns that information about the number of shares on loan

and not recalled may not be readily available in all cases. Specifically, some commenters stated

that custodians do not always provide full information on the number of shares on loan with the

127

See, e.g., BlackRock Comment Letter; ICI Comment Letter I; AIMA Comment Letter.

128

Comment Letter of the Investment Company Institute (Oct. 20, 2010) (regarding the concept

release on the U.S. proxy system (File No. S7-14-10)).

129

See, e.g., AIMA Comment Letter; BlackRock Comment Letter (stating that in the United States,

the record date of a shareholder meeting typically falls before the proxy mateirals are released).

proxy ballot, which reporting persons could use to provide the disclosure.130 We recognize that

practices may vary and that in some cases providing the disclosure may require coordination

among reporting persons, custodians, proxy voting services providers, and others, as some

commenters observed.131 Disclosure requirements for reporting persons under the Federal

securities laws often can require some degree of coordination amongst parties to produce

required information, and we believe the costs associated with this quantitative disclosure are

justified in light of the increased level of information and transparency provided to investors.

As proposed, the disclosure we are adopting will be required only where the reporting

person has loaned the securities. The reporting person may have loaned such securities directly

or indirectly through a lending agent.132 However, the disclosures would not be required in

scenarios where the manager is not involved in lending shares in a client’s account, either

directly or indirectly. For example, if a manager is not a party to the client’s securities lending

agreement and has not itself (rather than the client) loaned the securities, such as when a

manager’s prime broker has rehypothecated securities in a manager’s margin account, then the

manager would not be involved in decisions to lend securities or recall loaned securities for that

account.133

130

See BlackRock Comment Letter; ISS Comment Letter.

131

See Glass Lewis Comment Letter; Broadridge Comment Letter.

132

See Special Instruction D.7 to amended Form N-PX. To the extent a reporting person allocates a

number of securities to the lending agent for lending purposes and treats that number of securities

as being on loan when determining how many shares it can vote in a matter, the reporting person

should report all of the allocated shares as being on loan and not recalled (excluding any shares

the reporting person recalled for the vote).

133

Cf. MFA Comment Letter (raising concerns about obtaining the required information in this

scenario).

Similarly, a manager will not exercise voting power over loaned securities when its client

hires a securities lending agent to lend securities in the client’s account and the manager has no

involvement in the securities lending arrangement or in decisions to recall loaned securities.134 In

these cases, as when a client entirely directs a given vote, the manager would not report because

the manager did not make a determination to lend a security in the first instance or to leave it on

loan. Thus, the manager would not have any say-on-pay reporting obligations with respect to

those loaned securities because it did not exercise voting power. Alternatively, if a reporting

person has loaned securities and instructs its lending agent, custodian, or other service provider

to recall lent shares but for various reasons those shares are not returned on time for a proxy

vote, the reporting person would report these shares as being on loan but not recalled because

they were not in fact recalled in time for the vote.135 The reporting person may, however, choose

to explain that it attempted to recall the securities in Item 1(o) of the amended form.

Additional Amendments to Form N-PX

We are adopting as proposed all but two of the proposed additional amendments designed

to enhance the usability of Form N-PX reports and to modernize or clarify existing form

requirements.

First, we are adopting as proposed the requirement for funds that have multiple series of

shares to provide each series’ Form N-PX disclosure separately by series.136 We received no

comments on this aspect of the proposal. This change will make Form N-PX disclosure easier to

134

See supra footnote 39 and accompanying text.

135

See Item 1(j) of amended Form N-PX.

136

Special Instruction D.9 to amended Form N-PX. For example, a fund that has multiple series of

shares would provide Series A’s full proxy voting record, followed by Series B’s full proxy

voting record.

review and compare among reporting persons by allowing investors to focus on disclosure

relevant to them, rather than to investors in other series.

We also are adopting as proposed the instruction requiring the information otherwise

required or permitted to be reported on Form N-PX to be reported in the order presented on the

form.137 No commenters discussed this aspect of the proposal and we continue to believe it will

make Form N-PX disclosure easier to review and compare among reporting persons.138

We are not, however, adopting the proposed requirement to identify whether a voting

matter is a proposal or a counterproposal. Some commenters who discussed this aspect of the

proposal opposed it, stating that, in practice, the difference between a proposal or

counterproposal would not always be clear.139 After considering these comments, we agree that it

may be challenging to distinguish between proposals and counterproposals, which could make

this requirement challenging for reporting persons to implement and the information less useful

for investors. In addition and discussed above, we are adopting requirements that will

standardize the ways in which proxy voting matters are identified and require reporting persons

to identify the category of each voting matter, both of which could assist investors in identifying

the information they seek.

137

Special Instruction D.1 to amended Form N-PX.

138

One commenter did express that it generally supported the goal of formatting reports on Form NPX consistently. See Vanguard Comment Letter. The requirement to report the required

information in the order presented on Form N-PX is distinct from the requirement to report the

votes themselves in the same order as they are displayed on the issuer’s form of proxy, which we

are also adopting. Compare Proposing Release, supra footnote 5, at n.112 and accompanying text

and Special Instruction D.1 to amended Form N-PX with Proposing Release, supra footnote 5, at

n.74 and accompanying text and Special Instruction D.3 to amended Form N-PX.

139

See Blackrock Comment Letter; ISS Comment Letter. But see Bloomberg Comment Letter

(suggesting that this is an important data point that should be given an XML or JSON tag as it

may not be sufficiently clear to investors).

As proposed, the revised form will require that a reporting person disclose whether a vote

was for or against management’s recommendation.140 Two commenters recommended that we

remove this item, arguing that investors can determine this themselves if management’s

recommendation was disclosed as well.141 It will be easier for investors to understand whether a

reporting person voted for or against management’s recommendation with this information,

rather than trying to discern it from the other information reported on the form.

As proposed, we are amending Form N-PX to require a reporting person to report only

one security identifier, the security’s Committee on Uniform Securities Identification Procedures

(“CUSIP”) number or International Securities Identification Number (“ISIN”), as opposed to the

form’s current requirement to report both a security’s CUSIP and ticker symbol. Under the

amendments, a reporting person will be required to report the security’s CUSIP unless it is not

available through reasonably practicable means. If the CUSIP number is not reported, then Form

N-PX will require the security’s ISIN, unless it also is not available through reasonably

practicable means. We also are removing the current requirement to report the ticker symbol of a

security, as proposed.142

In addition to proposing these changes related to security identifiers, the Commission

also sought comment on whether to require an alternative identifier instead of, or in addition to,

140

This is conceptually similar to the current form’s requirement, which requires that reporting

persons identify whether the votes being disclosed represent votes for or against management.

The changed wording is intended to more clearly describe what is being reported, that is, whether

the reporting voted for or against management’s recommendation.

141

See Bloomberg Comment Letter; ISS Comment Letter.

142

We proposed this change in response to a comment to the 2010 Proposing Release that

recommended that a ticker symbol be required only if a CUSIP number was unavailable since

certain securities listed on more than one exchange have multiple ticker symbols. See Proposing

Release, supra footnote 5, at section II.C.4.

CUSIP, and we received several comments suggesting alternative identifiers.143 In particular,

some commenters requested that we use an open-source securities identifier, such as the

security’s Financial Instrument Global Identifier (“FIGI”), and one suggested concerns with

CUSIP identifiers in particular due to concerns relating to CUSIP licensing fees.144 Although we

appreciate that CUSIPs have licensing fees, reporting persons are already subject to CUSIP

reporting requirements, such as on Form 13F and Form N-PORT, and would therefore incur

licensing costs associated with storing CUSIPs for their holdings even if CUSIPs were not

required to be reported on Form N-PX. While the final rules will maintain the requirement to

disclose CUSIP, we believe that providing the flexibility of reporting an additional security

identifier, along with CUSIP, would be appropriate. CUSIP numbers and FIGIs are both able to

provide the unique identification of a reported security in a manner that is standard across

datasets.145 Reporting persons choosing to report using FIGI would provide the share class level

FIGI which, like CUSIP, is standard across exchanges.146 Providing reporting persons with the

option of reporting a FIGI, in addition to the mandatory CUSIP number, for some or all of the

reporting person’s securities will enhance the utility of holdings data reported on Form N-PX and

143

See, e.g., GLEIF Comment Letter (suggesting use of LEI).

144

See XBRL Comment Letter (support for FIGI); Morningstar Comment Letter (same); Bloomberg

Comment Letter (same); McRitchie Comment Letter (same); IAA Comment Letter (specific

concerns with CUSIP).

145

FIGI is an open-sourced, non-proprietary, data standard for the identification of financial

instruments across asset classes. FIGI allows users to link various identifiers for the same security

to each other, which includes mapping the CUSIP number of a security to its corresponding

FIGIs. See Object Management Group Standards Development Organization, Financial

Instrument Global Identifier, available at https://www.omg.org/figi/.

146

See About OpenFigi, available at https://www.openfigi.com/about (stating that the Share Class

level FIGI is assigned to equities and enables users to link multiple FIGIs for the same instrument

in order to obtain an aggregated view for that instrument across all countries globally).

the usefulness of such information to the Commission, other regulators, or members of the public

and other market participants by allowing analysis based on FIGI where managers choose to

report that identifier. For example, investors who analyze data reported on Form N-PX and that

use FIGIs in their internal analyses could use the reported FIGIs without having to first convert a

security’s CUSIP number to a FIGI.

By contrast we are not amending the form to allow a reporting person to report the

corresponding legal entity identifier (“LEI”) of the issuer of such security as one commenter

suggested.147 Because an LEI is an identifier of legal entities (such as issuers of securities

reported on Form N-PX), rather than an identifier of securities, it would not provide comparable

information to a CUSIP number or a FIGI.148

Joint Reporting Provisions

We are adopting, as proposed, amendments that permit reporting persons to report jointly

their say-on-pay votes in three scenarios. Specifically, we will permit a single manager to report

say-on-pay votes in cases where multiple managers exercise voting power. We are also

permitting a fund to report a manager’s say-on-pay votes on behalf of a manager exercising

voting power over some or all of the fund’s securities. Lastly, we are allowing two or more

managers who are affiliated persons to file a single report on Form N-PX for all affiliated person

managers within the group, notwithstanding that they do not exercise voting power over the

same securities. In any of these instances, the non-reporting manager would be required to file a

147

See GLEIF Comment Letter.

148

See Introducing the Legal Entity Identifier (LEI), available at https://www.gleif.org/en/about-lei/

introducing-the-legal-entity-identifier-lei (stating that the LEI “connects to key reference

information that enables clear and unique identification of legal entities participating in financial

transactions”). Cf. supra section II.E.

“notice” or “combination” Form N-PX report that identifies each manager or fund reporting on

its behalf.149 We also are making certain technical amendments to Form N-PX to specify on

whose behalf reporting is being made and to permit the reporting of votes by parties other than

the reporting person.

We are adopting, as proposed, a number of technical changes to facilitate joint reporting.

Specifically, in all three cases, the non-reporting manager’s notice or combination report on

Form N-PX will have to identify the other managers or funds reporting on its behalf.150 In

addition, where another reporting person reports say-on-pay votes on a manager’s behalf, the

report on Form N-PX that includes the non-reporting manager’s votes would be required to

identify that manager (and any other managers) on whose behalf the filing is being made on the

Summary Page. Further, we will require a manager to report the number of shares the manager is

reporting on behalf of another manager pursuant to the joint reporting provisions separately from

the number of shares the manager is reporting only on its own behalf. A manager will also be

required to separately report shares when the groups of managers on whose behalf the shares are

reported are different. For example, if the reporting manager is reporting on behalf of Manager A

with respect to 10,000 shares and on behalf of Managers A and B with respect to 50,000 shares,

then the groups of 10,000 and 50,000 shares must be separately reported. Similarly, a fund will

149

If the manager is relying upon another manager or a fund to report all of its say-on-pay votes, it

would file an “Institutional Manager Notice Report,” whereas if the manager is reporting some

votes but is relying on another manager or a fund to report others, it would file an “Institutional

Manager Combination Report.” See Special Instructions B.2.d and B.2.e to amended Form N-PX.

150

General Instructions C.5 and C.6 to amended Form N-PX; Special Instructions C.2 and D.6 to

amended Form N-PX.

be required to report separately shares that are reported on behalf of different managers or groups

of managers.151

This approach is designed to allow managers’ clients and investors to easily search for all

votes where the manager exercised voting power, whether or not those votes are reported on the

manager’s own Form N-PX. Use of the joint reporting provisions is optional, however, and

reporting persons can elect to report the relevant say-on-pay votes individually instead of relying

on the joint reporting provisions. If a manager does not rely on the joint reporting provisions, it

would not be subject to the disclosure requirements tied to joint reporting that facilitate

identification of all of a manager’s say-on-pay votes. In such case, the manager’s report on Form

N-PX would provide its complete proxy voting record for say-on-pay votes during the reporting

period, without reference to any other reports on Form N-PX, and would not include any votes

where the manager did not exercise voting power. This requirement is designed to further our

goal of providing meaningful information to investors by allowing investors to clearly see how a

particular manager exercised voting power.

As discussed in the Proposing Release, we believe that joint reporting will implement the

statutory mandate to require say-on-pay vote reporting and mitigate potentially confusing

duplicative reporting.152 It should also reduce the reporting burden for reporting persons by

permitting them to either divide reporting responsibility among themselves or to report

151

Special Instruction D.6 to amended Form N-PX. Reporting persons will not be required to report

shares separately when they are not relying on the joint reporting provisions, even if another

manager exercised voting power over some of the shares reported.

152

See Proposing Release, supra footnote section 5, at section II.D.1 (noting that section 14A(d)

generally requires managers to report say-on-pay votes and stating that “we believe that allowing

consolidated reporting in this manner would yield reported data that would be at least as useful as

separately reported data while reducing burden for reporting persons who may prefer to report

jointly.”).

individually, creating operational efficiencies for reporting persons without negatively impacting

the quality or accessibility of the information they report on Form N-PX. The votes of each

relevant manager will be identifiable under the joint reporting framework since the amendments

require reporting persons that are reporting say-on-pay votes on behalf of other managers

(including a fund on behalf of their sub-advisers) to separately report the number of shares being

reported for those other managers.153 The requirement to submit Form N-PX reports in a

structured data format also will allow for the joint reporting data to be sorted and filtered in a

manner that gives investors the ability to view votes by each relevant manager.

Commenters who addressed these amendments generally supported them.154 One

commenter, however, stated that each reporting person should be required to make its own

report, though that commenter did not object to joint filing if voting information was transparent

and provided for each voting entity.155 As discussed, reporting persons that rely on the joint

reporting provisions must identify all managers included in the report and separate reporting of

the shares reported on behalf of the non-reporting managers. One commenter suggested that a

manager completing Form N-PX should not be required to separately identify the relevant

managers for each vote and, instead, should be allowed to jointly report say-on-pay votes without

separate attribution to each specific manager.156 This commenter suggested that allowing large

groups of affiliated managers to aggregate votes would be less complex and burdensome and

would avoid providing unnecessary detail regarding the underlying portfolio to persons who are

neither clients nor investors associated with the managers. We are not making this change

153

See Special Instruction D.6 to amended Form N-PX.

154

See, e.g., Pickard Comment Letter; ICI Comment Letter I; Bloomberg Comment Letter.

155

See Morningstar Comment Letter.

156

See MFA Comment Letter.

because we do not believe that aggregated data is consistent with section 14A, as investors would

be unable to determine in such circumstances how each manager voted.

The Cover Page

We are adopting the amendments to the cover page of Form N-PX largely as proposed,

but with some changes intended to increase the efficiency of filing for reporting persons. The

amendments are designed to address the addition of managers as a class of reporting persons and

to facilitate the joint reporting provisions we are adopting. As proposed, we are adopting

amendments to require reporting persons to identify more clearly whether the reporting person is

a fund or a manager and the type of report being filed. Also, as proposed, managers will be

required to disclose on the cover page the name of the reporting person, the address of its

principal executive offices, the name and address of the agent for service, the telephone number

of the reporting person, identification of the reporting period, and the reporting person’s file

number. In addition, managers will be required to provide their Central Registration Depository

(“CRD”) number and other SEC file number, if any. In a change from the proposal, and as

detailed below, we have expanded the types of “notice” reports relative to those in the

proposal.157 Specifically, reporting persons will be required to check a box in order to identify

the report as one of the following types:

•

“Fund Voting Report:” to be used when the fund holds one or more securities it is entitled

to vote. As proposed, this reporting type is for registered investment companies with

votes to report. In a change from the proposal, we changed the title of the report type

from “Registered Management Investment Company Report” to “Fund Voting Report.”

157

The proposal provided check boxes for “Registered Management Investment Company,”

“Institutional Manager Voting,” “Institutional Manager Notice,” and “Institutional Manager

Combination” reports.

We are adopting a clearer name that reflects that this fund report, in contrast to the newly

added Fund Notice Report type, contains a report of the fund’s votes;

•

“Fund Notice Report:” to be used when the fund does not hold any securities it is entitled

to vote. Under the proposal, if a reporting person did not have any proxy votes to report

for the reporting period, the reporting person would have been required to file a report

with the Commission stating that fact. In a change from the proposal, rather than

requiring a fund to file with the Commission a report stating the fact that it had no proxy

votes to report, under the amendments the fund would instead indicate: (i) that the fund

has no votes to report by ticking this box on the cover page; and (ii) file only the cover

page, required signature, and information about the series on the summary page. This

change only relates to the manner in which the information is provided and does not

change the scope of what is to be reported. Ticking a box on the cover page will be more

efficient for funds than affirmatively stating they have no votes to report. This approach

will be more efficient for investors because they can identify a fund that does not vote via

a check box on the cover page, as opposed to having to review the report and find the

manager’s affirmative assertion that it has no votes to report;

•

“Institutional Manager Voting Report:” to be used when a manager is reporting all of its

proxy votes that are required to be reported in a single report. As proposed, this reporting

type is for managers when the report contains all say-on-pay votes of the manager;

•

“Institutional Manager Notice Report:” to be used when the report contains no say-onpay votes of the manager. As proposed, a manager would use the notice report option

when all of its say-on-pay votes are reported by other managers or funds under the joint

reporting provisions. In a change from the proposal, a manager also will be permitted to

file a notice report in two additional circumstances. First, consistent with the addition of a

fund notice report, a manager that does not exercise voting power for any reportable

voting matter during the reporting period and therefore does not have any proxy votes to

report would file a notice report and indicate this fact on the cover page. This should be

more efficient for managers and investors than requiring managers to affirmatively state

they have no votes to report. Second, as discussed above, Form N-PX as amended will

allow managers that have a disclosed policy of not voting proxies and that did not vote

during the reporting period to indicate this on the form without providing additional

information about each voting matter individually. We are making a conforming change,

based in part on a suggestion from a commenter, on the cover page to allow a manager to

indicate that it is filing a notice report, and therefore not providing additional information

about each voting matter individually, because it is relying on this reporting option;158

•

“Institutional Manager Combination Report:” to be used when the report contains some

say-on-pay votes of the manager but additional votes are reported by other managers or

funds under the joint reporting provisions. As proposed, this reporting type addresses

situations in which the manager is reporting some say-on-pay votes and other votes are

reported by other managers or by funds.

Any “notice” or “combination” report will include on the cover page a list of the file

numbers and names, as well as CRD numbers (if any), of any other managers and funds whose

Form N-PX reports include say-on-pay votes of the reporting manager.159

158

See MFA Comment Letter.

159

Special Instruction B.2 to amended Form N-PX.

Commenters generally supported the proposed changes to the Form N-PX cover page.160

However, in response to a request for comment regarding the inclusion of additional information

on the cover page such as an LEI, some commenters suggested that we require certain reporting

persons to list additional identifiers, including LEIs, on the Form N-PX cover page.161 This

additional information will be helpful in identifying the reporting person, whether a fund or a

manager. Therefore, in a change from the proposal, we will require that all reporting persons that

have an LEI report that information on the Cover Page.162

The Summary Page

We are adopting, largely as proposed, amendments to add a new summary page to Form

N-PX to facilitate the joint reporting framework we are adopting and to enable investors to

readily identify which fund series are intended to be covered by the report as well as any

managers (besides the reporting person) (“included managers”) with say-on-pay votes included

on the Form N-PX report. The summary page will be required on all Form N-PX reports by

funds as well as manager “voting” and “combination” filings.163

Commenters who addressed this aspect of the proposal generally supported the new Form

N-PX summary page as proposed.164 In addition, one commenter responded to a request for

comment in the proposing release asking if the Commission should require other information,

160

See Morningstar Comment Letter; MFA Comment Letter.

161

See Morningstar Comment Letter; Bloomberg Comment Letter.

162

While the request for comment, and commenters, only identified managers for this item, we do

not see a reason to distinguish between funds and managers on this point. See infra footnotes 165

- 166 and accompanying paragraph.

163

See Special Instructions B.2.a-d to amended Form N-PX. The summary page would not be

required in a “notice” report by managers because, since the notice report would not contain any

say-on-pay votes at all, it would not report any say-on-pay votes of other managers.

164

See Morningstar Comment Letter; MFA Comment Letter.

such as a series’ LEI, that would enable investors to identify which funds a report covers more

easily. The commenter suggested that we require that funds disclose the LEI for each series of

the fund on the basis that it would assist investors in identifying and analyzing parent-subsidiary

relationships.165 After considering this comment, we are amending the Form N-PX summary

page to include a section that requires funds to identify the LEI for the fund series. The LEI

would be in addition to the other information about the fund series in the proposal, including the

series identification number and series name. We agree that the LEI would help investors

identity the funds covered in the report, and funds already have LEIs because we currently

require each series to report its LEI in other reports to the Commission.166 In light of this change

with respect to funds, we are also amending the Form N-PX summary page to require that

included managers identify their LEI, if any. Although no commenter specifically suggested that

LEIs of other managers whose information is included in the report under the joint reporting

provisions be reported on the summary page, we solicited comment in the proposal as to whether

there was any other information that additional managers should provide. In light of the

comments related to the addition of LEI for fund series, we believe investors could similarly

benefit if included managers provided their LEI, if any, as well.167

The required summary page information will assist investors in identifying on a Form NPX report the relevant managers or series associated with the reported votes by providing a

standardized approach to the reported data, making it easier to access and review, while at the

165

See Morningstar Comment Letter (suggesting the inclusion of a fund series’ LEI on the summary

page). Although another commenter advocated against including LEIs for funds’ series because

series LEIs do not exist, funds currently report series LEI in other Commission reports, including

Form N-PORT. See Bloomberg Comment Letter.

166

See Item A.2 of Form N-PORT.

167

See Proposing Release, supra footnote 5, at section II.D.3.

same time permitting reporting persons to reduce their reporting burden and avail themselves of

the joint-report framework. The summary page will require reporting persons to identify the

names and total number of included managers with say-on-pay votes included in the report in list

format. The instructions to Form N-PX specify the contents of this information, including the

title, column headings, and format.

If a Form N-PX report includes the say-on-pay votes of included managers, the summary

page list would be required to include all such managers together with their respective Form 13F

file numbers and, if they exist, any CRD numbers, LEI, and other SEC file numbers.168 In

addition, and similar to Form 13F, reporting persons must assign a number (which need not be

consecutive) for each such manager, and present the list in sequential order.169 These numbers

will help identify the particular managers who exercised the power to vote the securities. While

we anticipate that the sequential numbering requirement will make the list easier to use, the

amendments permit non-consecutive numbering to allow managers to retain the same number

across filings of different reporting persons and different time periods. If a Form N-PX filing

does not disclose the proxy votes of an included manager, the reporting person would enter the

word “NONE” under the title and would not include the column headings and list entries. To the

extent a fund’s report on Form N-PX includes the votes of multiple series, the summary page

would require the name, the series identifier, and LEI of each series.

168

The SEC file number would be any file number (e.g., 801-, 8-, 866-, 802-) assigned by the

Commission to the manager other than the manager’s 13F file number. See Special Instruction

B.3 to amended Form N-PX.

169

See Special Instruction 8.b to Form 13F.

Form N-PX Reporting Data Language

We are adopting, as proposed, amendments to require reporting persons to file reports on

Form N-PX in a structured data language.170 The amendments require that Form N-PX reports be

filed in a custom eXtensible Markup Language (“XML”) -based structured data language created

specifically for reports on Form N-PX (“custom XML”).171 Reports on Form N-PX are currently

required to be filed in HTML or ASCII.172 As stated in the proposal, use of a custom XML

language will make it easier for reporting persons to prepare and submit the information required

by Form N-PX accurately and, additionally, increase the utility of the information submitted. To

further increase the accessibility of Form N-PX data, we are developing electronic “style sheets”

that, when applied to the reported XML data, will present Form N-PX data in human-readable

form.

Many commenters supported the use of structured data for Form N-PX filings.173 Many

commenters suggested that the unstructured data format of current Form N-PX disclosure is

170

See General Instruction D.2. to amended Form N-PX (specifying that reporting persons must file

reports on Form N-PX electronically on the Electronic Data Gathering, Analysis, and Retrieval

system (“EDGAR”), except as provided by the form’s confidential treatment instructions, and

consult the EDGAR Filer Manual for EDGAR filing instructions). See also 17 CFR 232.301

(requiring filers to prepare electronic filings in the manner prescribed by the EDGAR Filer

Manual). We are also amending rule 101(a)(1)(iii) of Regulation S-T to provide that reports filed

pursuant to section 14A(d) of the Exchange Act must be submitted in electronic format. Reports

filed pursuant to section 30 of the Investment Company Act are already subject to electronic

filing. See rule 101(a)(1)(iv) of Regulation S-T.

171

This would be consistent with the approach used for other XML-based structured data languages

created by the Commission for certain EDGAR Forms, including the data languages used for

reports on each of Form N-CEN, Form N-PORT, and Form 13F.

172

See Regulation S-T, 17 CFR 232.101(a)(1)(iv); 17 CFR 232.301; EDGAR Filer Manual (Volume

II) version 62 (June 2022), at 5-1 (requiring EDGAR filers generally to use ASCII or HTML for

their document submissions, subject to certain exceptions).

173

See, e.g., Morningstar Comment Letter (“As demonstrated by other examples, such as Forms

NFP, N-CEN, and N-Port, there is significant value in using a structured data language.”); ICI

Comment Letter I; Blackrock Comment Letter; Bloomberg Comment Letter.

difficult to interpret and analyze.174 Some commenters suggested that structured data language

would allow investors to search, aggregate, and analyze the reported data more easily.175 One

commenter, however, generally opposed the proposal on the basis that the existing disclosure

regime and the current ability of data aggregators to assess proxy voting information were

sufficient.176

As stated in the Proposing Release, the use of structured data on Form N-PX should make

it easier for reporting persons to prepare and submit information on the form accurately and

increase the utility of the information submitted.177 Currently, reporting persons generally need

to reformat required information prior to submission of Form N-PX, including stripping out

incompatible metadata related to normal business uses. However, this process is not necessary

when using an XML-based reporting data language. Further, using an XML-based reporting

language permits the Commission to provide a web-based reporting application for Form N-PX,

which would not be possible currently. The use of structured data should also result in reported

data that is sufficiently standardized to make structured data useful for interested parties.178

In addition, the current requirement to file Form N-PX in HTML or ASCII is not suitable

for automated validation or aggregation. In contrast, the custom XML data language will allow

174

See, e.g., Ceres Comment Letter; SCERS Comment Letter; Blackrock Comment Letter;

Bloomberg Comment Letter; LTSE Comment Letter; CFA/CII Comment Letter; McRitchie

Comment Letter III.

175

See Morningstar Comment Letter; XBRL Comment Letter; Blackrock Comment Letter (“[U]se of

an XML-based format would make the N-PX data more consistent, usable, and accessible.”);

Bloomberg Comment Letter; CFA/CII Comment Letter.

176

See MFDF Comment Letter.

177

See Proposing Release, supra footnote 5, at the text following n.169.

178

See Proposing Release, supra footnote 5, at the text accompanying n.175.

investors to aggregate and analyze reported data in a much less labor-intensive manner.179 Also,

while certain Form N-PX data may be available commercially by third-parties, users of thirdparty data may also benefit if the costs associated with third-party data analysis—and the costs to

users to access that data—fall as a result of the structured data requirement, or if this requirement

facilitates additional third-party data analyses for the benefit of investors. The structured data

requirement would likely improve any third-party analyses of voting information and, in doing

so, potentially benefit investors through reduced costs for accessing those third-party analyses.

Several commenters specifically supported requiring the use of custom XML language to

file Form N-PX reports.180 These commenters generally agreed that use of an XML-based

structured data language would make the Form N-PX information more accessible and useful to

interested parties.181 Some other commenters suggested the use of other structured data

languages besides XML. Two of these commenters suggested the use of JavaScript Object

Notation (“JSON”) as the structured data language on the basis that XML is not frequently used

and that JSON involves smaller file sizes, does not require specialized tools, and is more userfriendly.182 Other commenters suggested use of eXtensible Business Reporting Language

(“XBRL”) language on the basis that XBRL could utilize various built-in taxonomies that

include certain identifying information, would have smaller file sizes, and would be easier for

179

See id. at the text following n.177. Some investors review funds’ voting practices by accessing

Form N-PX reports directly on EDGAR, while others may obtain information about funds’ voting

practices through analysis or synthesis of Form N-PX reports by data aggregators or others. A

variety of market participants and other stakeholders also use data reported on Form N-PX. See

id. at n.10.

180

See, e.g., Morningstar Comment Letter; Federated Hermes Comment Letter; AIMA Comment

Letter; Vanguard Comment Letter; Blackrock Comment Letter.

181

See id.

182

See Bloomberg Comment Letter; see also Morningstar Comment Letter.

other analytical applications and data collection systems to read.183 One commenter suggested

use of XBRL-CSV on the basis that issuers could use the same applications they use today to

prepare their financials and that end users of the data could leverage the same tools they

currently use to extract financial statement data from SEC reporting entities.184 Some

commenters also offered suggestions about ways to address the size of Form N-PX files, such as

establishing a file size limit so that computer and software memory constraints do not impede

data processing or accessibility, or that each series be required to file separately.185

The use of a custom XML language for Form N-PX will minimize reporting costs while

yielding reported data that would be more useful to investors.186 In our experience, we have

found that XML-based structured data languages for EDGAR filings allow investors to aggregate

and analyze reported data in a streamlined manner. Concerns related to file size issues and the

related suggestion by some commenters to require each series to file separately will be addressed

by our adoption of the custom XML language for Form N-PX because the XML-based structured

data language substantially reduces the size of both the submitted forms and the human-readable

information available to investors to review. In addition, the use of custom XML is consistent

with other Commission forms, particularly Form 13F, Form N-CEN, and Form N-PORT, such

that it should be familiar both to reporting persons and investors. The Commission has also

developed web-based reporting applications that allow persons without structured data expertise

to file custom XML documents on EDGAR, while still permitting reporting persons with

183

XBRL Comment Letter; GLEIF Comment Letter.

184

See XBRL Comment Letter.

185

See Morningstar Comment Letter; Bloomberg Comment Letter; Rhee Comment Letter.

186

See Proposing Release, supra footnote 5, at section II.E.

structured data expertise to submit filings directly to EDGAR in the applicable custom XML data

language. By contrast, no EDGAR filings are currently filed using JSON or comma-separated

values format (“CSV”), and the EDGAR system currently does not accept these formats.187

Furthermore, with respect to XBRL-CSV, the Commission believes using the XBRL data model

to define the elements and relationships featured in Form N-PX would add unnecessary

complexity because Form N-PX consists of a relatively simple two-dimensional set of rows and

columns, and does not feature any complex interlinking relationship among different rows. In

addition, XBRL-CSV is not likely to create significant efficiencies in preparing and using

managers’ Form N-PX data because only a small number of managers are subject to a reporting

requirement to file XBRL disclosures with the Commission.188

Custom XML will not significantly impact either the filing process or the accessibility of

the data. In addition to using structured data to allow investors to aggregate and analyze the

reported data efficiently, the electronic “style sheets” we are developing will present Form N-PX

data in a human-readable form for the benefit of investors who review Form N-PX reports on the

Commission’s EDGAR system. Commenters who discussed the proposed use of Commissiondeveloped style sheets supported them on the basis that style sheets would reduce the costs of

filing reports on Form N-PX and make them more accessible and user-friendly.189

187

See supra footnote 172.

188

See 17 CFR 232.405(b) (not applying the requirement to file an Interactive Data File consisting of

financial statements to registered management investment companies). Based on structured data

from EDGAR filings, less than 5% of Form 13F filers in the second quarter of 2022 also filed

XBRL financial statements over the same period. See DERA Data Library, available at

https://www.sec.gov/dera/data.

189

See ICI Comment Letter I; Federated Hermes Comment Letter.

Some commenters raised issues related to the timing for the implementation of the

custom XML language. Some commenters suggested that the Commission provide the custom

XML taxonomy in advance of the compliance date to provide reporting persons with time to

implement the structured data language and that we offer a beta period so that reporting persons

can test filings in advance of the compliance date.190 We agree that reporting persons could

benefit from a testing period that allows advance access to the various technical specifications

for the custom XML reporting language and permits test filings using the EDGAR system.

Therefore, there will be an EDGAR pilot that will provide reporting persons the opportunity to

test the custom XML filing process in advance of the effective date of the amendments.191

Time of Reporting

As proposed, funds will continue to be required to report their proxy voting records, and

managers will be required to report say-on-pay votes, annually on Form N-PX no later than

August 31 of each year for the most recent 12-month period ended June 30. This reporting

timeframe for managers—and retaining the current reporting timeframe for funds—seeks to

appropriately balance the benefits of prompt reporting and the burdens associated with that

reporting.192

Comments were mixed as to whether we should retain the current reporting frequency for

funds and apply it to managers. A number of commenters supported these time frames and

190

See ICI Comment Letter I (stating that reporting persons need sufficient time to incorporate the

custom XML taxonomy into their systems and perform test filings); XBRL Comment Letter.

191

For additional information regarding the EDGAR filing process and the current technical

specifications, see https://www.sec.gov/edgar/filer-information.

192

See also Proposing Release, supra footnote 5, at section II.F.

opposed more frequent reporting.193 These commenters stated that more frequent reporting was

unnecessary and would not provide meaningful information to investors because most proxy

votes occur during the second quarter of the calendar year (“Proxy Season”).194 One also stated

that the information produced on Form N-PX can take a significant amount of time to process in

highlighting the need for the 60-day period between the end of the reporting period and the

deadline for filing the form.195

Other commenters, however, urged that we require prompt or real-time disclosure of

votes.196 One commenter stated that accountability requires full and timely transparency of

votes.197 Several suggested technological solutions that would automate the process of providing

this information to avoid additional costs of this more frequent reporting.198

According to our analysis, over 60% of proxy votes conducted by Russell 3000

components in 2020 and 2021 happened during Proxy Season, whereas only 9% to 16% of votes

occur in any other given calendar quarter.199 Proxy Season ends on the same day as the end of

193

See, e.g., ICI Comment Letter I, Federated Hermes Comment Letter, MFA Comment Letter.

194

See Federated Hermes Comment Letter (“[m]ore frequent submissions of vote reporting would

result in periods of relatively fewer votes reported followed by a surge in vote data relating to the

peak voting period which for most markets occurs during the spring”); ICI Comment Letter I.

195

See ICI Comment Letter I.

196

See, e.g., Betterment Comment Letter; Comment Letter of the Board Director Training Institute

of Japan (Dec. 14, 2021); Bloomberg Comment Letter; see also Morningstar Comment Letter

(suggesting quarterly reporting).

197

Shareholder Commons Letter; see also McRitchie Comment Letter (suggesting that current Form

N-PX reporting frequency can produce data that is seen as out of date when filed).

198

See Bloomberg Comment Letter; McRitchie Comment Letter.

199

Our analysis is based on shareholder meeting dates in calendar year 2020 and 2021 for the

Russell 3000 Index. This index measures the performance of the largest 3,000 U.S. companies

representing approximately 96% of the investable U.S. equity market, as of the most recent

reconstitution. See The Russell 3000 Index Fact Sheet, available at

the reporting period covered by the form, June 30, and reporting persons will continue to have 60

days to compile and file the form from that date. As a result, annual reporting will timely capture

a significant percentage of the votes cast by reporting persons.200 In addition, although not

required, funds can choose to disclose their proxy votes more frequently than annually, for

example on their websites, to provide enhanced transparency and facilitate greater insight into

the fund’s proxy voting activities. We also believe that the 60-day delay between the end of the

reporting period and the deadline for filing the form continues to be appropriate and we are not

adopting a shorter period to require more prompt reporting, particularly in light of the additional

items that we are requiring on the amended form and for smaller funds or managers.

Some commenters suggested that funds or managers also should be required to provide

some pre-vote transparency to investors, or that funds be required to seek the views of their

investors before voting proxies.201 These commenters suggested that this is necessary to provide

accountability to these entities. We are not mandating that funds and managers disclose their

intended votes on a prospective basis, nor are we requiring funds to seek the views of their

investors before voting proxies, as both of these approaches raise questions that are distinct from

those associated with reporting a fund or manager’s voting record and that would benefit from

further consideration. Moreover, reporting persons that are funds and registered investment

advisers are currently required to describe their proxy voting policies and procedures.202

https://www.ftserussell.com/products/indices/russell-us. This information is provided to the

Commission staff by a third party that provides proxy voting services.

200

Alignment with Proxy Season is also why we decline, as suggested by one commenter, to align

the annual deadline for managers reporting say-on-pay votes with that for Form 13F (December

31). See AIMA Comment Letter.

201

See, e.g., Reid Comment Letter; Mercatus Comment Letter; McRitchie Comment Letter.

202

See, e.g., rule 206(4)-6(c); Item 17(f) of Form N-1A; Item 18.16 of Form N-2.

Investors also can use the other reforms that we are adopting to help provide accountability, for

example, by using the structured data in Form N-PX to monitor voting trends over time.203

However, the adopted amendments will not restrict a manager’s or fund’s ability to voluntarily

provide pre-vote transparency or survey investors.

Requests for Confidential Treatment

We are adopting, substantially as proposed,204 instructions in Form N-PX that allow

managers to request confidential treatment of proxy voting information consistent with rule

24b-2. The required content, procedures for filing both the request itself and information that is

no longer entitled to confidential treatment, and the standard for approving such requests will be

the same as for confidential treatment requests under section 13(f) of the Exchange Act.205

203

See, e.g., rule 206(4)-6(c); Item 17(f) of Form N-1A; Item 18.16 of Form N-2.

204

We are making corresponding changes to paragraphs (a)(1) and (d) of Rule 101 of Regulation ST and rule 24b-2 to effectuate the electronic submission of these requests as discussed below. See

infra footnote 206 and accompanying text. We have also revised the final Form N-PX

confidential treatment instructions in order to make them consistent with amendments to Form

13F that we have adopted since the proposal. See Electronic Submission of Applications for

Orders Under the Advisers Act and the Investment Company Act, Confidential Treatment

Requests for Filings on Form 13F, and Form ADV-NR; Amendments to Form 13F, Release No.

34-95148 (June 23, 2022) [87 FR 38943 (June 30, 2022)] (“E-Filings Release”). Also, consistent

with Form 13F, we added a check-box to indicate when information has been omitted due to a

request for confidential treatment. These changes are consistent with the Confidential Treatment

Instructions to proposed Form N-PX that would have required a reporting person to file all

requests for and information subject to the request in accordance with the instructions for

information filed on Form 13F and are intended to provide an opportunity for managers to protect

confidential information from being disclosed on Form N-PX in the same circumstances

managers can make a confidential treatment request for information reported on Form 13F. See

Confidential Treatment Instruction 3 of proposed Form N-PX; see also Proposing Release, supra

footnote 5.

205

Section 13(f)(4) of the Exchange Act provides that the Commission, as it determines to be

necessary or appropriate in the public interest or for the protection of investors, may delay or

prevent public disclosure of information filed on Form 13F in accordance with the Freedom of

Information Act. Section 13(f)(4) also provides that any information filed on Form 13F that

identifies the securities held by the account of a natural person or an estate or trust (other than a

business trust or investment company) shall not be disclosed to the public. Section 13(f)(5) of the

Exchange Act additionally provides that, in order to grant confidential treatment under section

In addition, and consistent with recent amendments to Form 13F, confidential treatment

requests regarding Form N-PX will be required to be filed electronically via EDGAR.206 This is

consistent with the Commission’s statement in the proposing release that the instructions on

Form N-PX provide that a reporting person requesting confidential treatment of information filed

on Form N-PX should follow the same procedures set forth in Form 13F for filing confidential

treatment requests.207 Managers seeking confidential treatment with respect to information on

Form N-PX already will be required to file any confidential treatment requests related to Form

13F on EDGAR. Also, any confidential treatment requests a manager files with respect to Form

N-PX will be subject to the same standards in determining whether to approve the request, as

discussed below in this section of the release. Requiring managers to file Form N-PX

confidential treatment requests on EDGAR therefore provides a consistent process for a manager

seeking confidential treatment, whether the information is reported on either or both of Form 13F

and Form N-PX. As adopted, the confidential treatment instructions to Form N-PX only refer to

13(f), the Commission must determine that such action is necessary or appropriate in the public

interest and for the protection of investors or to maintain fair and orderly markets.

206

The Commission recently adopted amendments to require electronic filing of, among others, the

confidential treatment requests made in conjunction with Form 13F. See E-Filings Release, supra

footnote 204.

207

The Commission stated in the Proposing Release that the Form N-PX confidential treatment

instructions were “designed to provide a similar opportunity to prevent confidential information

that is protected from disclosure on Form 13F from being disclosed on Form N-PX” and that

[Form N-PX’s] “instructions provide that a person requesting confidential treatment of

information filed on Form N-PX should follow the same procedures set forth in Form 13F for

filing confidential treatment requests.” See Proposing Release, supra footnote 5. The Commission

also requested comment in the Proposing Release as to whether the Commission should “require

reporting persons to file confidential treatment requests for Form N-PX in the same manner as

Form 13F requires.” Id. While the Commission did not receive any comments relevant to this

specific point, a commenter on the E-Filings Release urged “the SEC to replace other outdated

paper filing requirements with electronic filing,” stating that doing so “will reduce costs and

burdens on filers and facilitate Commission staff review and processing.” Comment Letter of the

Investment Company Institute (Dec. 17, 2021) (regarding File Nos. S7-15-21 and S7-16-21).

managers.208 While the instructions in the Proposing Release referred to “reporting persons,” the

Proposing Release also stated that the Commission was not aware of any situation in which

confidential treatment would be justified under rule 24b-2 for information filed by funds on

Form N-PX, as the form did not include any confidential treatment instructions prior to these

amendments and, apart from Form N-PX, funds already disclose their portfolio holdings.209 We

requested comment in the Proposing Release on whether we should allow funds to request

confidential treatment under some circumstances and we received no comments on this subject.

One commenter suggested we automatically extend confidential treatment for a vote on

Form N-PX if we have granted it for a position on Form 13F or, alternatively, develop a

streamlined process that would allow for a combined confidential treatment request for both

Forms 13F and N-PX.210 We do not believe this would be a practical approach because reports

on Form 13F are filed quarterly while reports on Form N-PX are filed annually. For example, a

manager may receive confidential treatment for a position in the first quarter of the year, but by

the time filings are due for Form N-PX, the position may no longer meet the criteria for granting

confidential treatment. In addition, the positions that managers are required to report on Form

13F may not always be the same as the positions for which the manager is reporting proxy votes

on Form N-PX.

We will apply the same standards in determining whether to approve a confidential

treatment request in relation to Form N-PX as we do for requests for confidential treatment

208

See Request for Confidential Treatment Instruction 1 to amended Form N-PX.

209

See Proposing Release, supra footnote 5, at n.202 and accompanying text.

210

See MFA Comment Letter.

regarding Form 13F.211 For example, confidential treatment may be justified when a manager has

filed a confidential treatment request for information reported on Form 13F that is pending or has

been granted and where confidential treatment of information filed on Form N-PX would be

necessary in order to protect information that is the subject of such Form 13F confidential

treatment request.212 As the Commission stated in the Proposing Release, confidential treatment

would not be merited solely in order to prevent proxy voting information from being made

public given the public disclosure intent of section 14A(d) and the confidential treatment

requirements of rule 24b-2 under the Exchange Act.213 As a result, we are not expanding the

standards for requesting and obtaining confidential treatment to cover situations in which a

manager has a confidentiality agreement with a client regarding disclosure of portfolio

information because it would not meet the standards for confidential treatment in connection

with Form 13F.

Website Availability of Fund Proxy Voting Records

The Commission is adopting amendments to Forms N-1A, N-2, and N-3 to require a fund

to disclose that its proxy voting record is publicly available on (or through) its website and

available upon request, free of charge in both cases. We are adopting these amendments as

proposed, except that, in response to a comment, we are clarifying on the affected forms that a

211

See 15 U.S.C. 78m(f)(4) and (5) and rule 24b-2; see also Request for Confidential Treatment

Instruction 4 to amended Form N-PX.

212

A manager also may seek confidential treatment for information that is not reported on Form 13F

but would have been the subject of a Form 13F confidential treatment request if it were required

to be reported (for example, a de minimis position that is not required to be reported on Form 13F

but would have been eligible for confidential treatment if it were required to be reported on the

form).

213

See Proposing Release, supra footnote 5, at nn. 200-201 and accompanying text.

fund must make its proxy voting record available on its website only if it has a website.214

Accordingly, under the amendments a fund must file Form N-PX reports in a custom XML

language, post the fund’s proxy voting record on the fund’s website if it has one, and provide the

voting record upon request. We also are amending Form N-1A and Form N-3 to require that a

fund provide the email address, if any, that an investor may use to request the proxy voting

record. These amendments will make a fund’s proxy voting record more accessible to

investors.215

Most commenters generally supported this aspect of the proposal.216 One commenter

suggested that we should clarify in the forms that funds are, consistent with statements made in

the Proposing Release, able to comply with the website disclosure requirement by providing a

direct link on their website to the HTML-rendered Form N-PX report on EDGAR.217 We agree

and we have amended Forms N-1A, N-2, and N-3 accordingly.218 One commenter suggested that

funds should not be required to mail proxy voting records upon request.219 We understand,

however, that most funds currently make their proxy voting records available to shareholders

upon request and believe this practice should continue so that investors without website access

are not disadvantaged.

214

See ICI Comment Letter I.

215

See Proposing Release, supra footnote 5, at section II.H.

216

See, e.g., PRI Comment Letter; Public Citizen Comment Letter; McRitchie Comment Letter I;

ICI Comment Letter I (noting their suggestions with respect to funds without websites and

compliance with the amendments by linking to EDGAR); CFA/CII Comment Letter; Vanguard

Comment Letter.

217

See ICI Comment Letter I.

218

See also Proposing Release, supra footnote 5, at section II.H (stating that a fund could comply

with the requirement to disclose the proxy voting record in a human-readable format by, for

example, “providing a direct link on its website to the HTML-rendered Form N-PX report on

EDGAR”).

219

See McRitchie Comment Letter I.

Effective Date

As described above, funds will continue to be required to report their proxy votes, and

managers will be required to report their say-on-pay votes, annually on Form N-PX not later than

August 31 of each year, for the most recent twelve-month period ended June 30. In order to

provide time for reporting persons to prepare to comply with the amendments, we are delaying

the effectiveness of the amendments until July 1, 2024. Managers and funds will therefore be

required to file their first reports on amended Form N-PX by August 31, 2024, with these reports

covering the period of July 1, 2023 to June 30, 2024. The period provided by the extended

effective date is generally consistent with the length of the compliance period described in the

Proposing Release, under which reporting persons would have likely been required to file their

first reports on amended Form N-PX by August 31, 2024, and with the views of commenters that

addressed this issue, who urged that the Commission provide at least a year or one full reporting

period to allow reporting persons time to implement necessary changes.220 Thus, under the

extended effective date, reporting persons and their third-party service providers will have at a

minimum one full reporting period to prepare for the amended reporting requirements before any

reporting person will file on amended Form N-PX. Further, setting an effective date on July 1,

2024 will provide a uniform transition to the amended form beginning with the reporting period

ended June 30, 2024. In addition, although the compliance period in the proposal would have

required reporting persons to report votes in conformity with amended Form N-PX for votes

occurring six months after the effective date, this could have created additional operational

220

See ICI Comment Letter I (suggesting that the first reports on amended Form N-PX be filed by

the August 31st that is a minimum of 14 months from the effective date); IAA Comment Letter

(suggesting the Commission extend the compliance date to allow for at least one full reporting

period for reporting persons to file).

complexity to have different Form N-PX requirements that apply in the same reporting period,

and we believe that providing reporting persons until July 1, 2024 to begin reporting under the

amendments provides sufficient time for reporting persons to prepare to include all applicable

votes on amended Form N-PX at that time. We also will provide an EDGAR pilot program

before July 1, 2024, to allow reporting persons to test file the amended form.221

Transition Rules for Managers

We are adopting as proposed transition rules that govern the timing of a manager’s Form

N-PX filing obligations for say-on-pay vote reporting whenever the manager enters and exits

from the obligation to file Form 13F reports. We received no comments on this aspect of the

proposal.

In particular, rule 14Ad-1 will not require managers to file a Form N-PX report for the

12-month period ending June 30 of the calendar year in which the manager’s initial filing on

Form 13F is due.222 Instead, managers will be required to file a report on Form N-PX for the

period ending June 30 for the calendar year following the manager’s initial filing on Form 13F.

For example, assume that a manager does not meet the $100 million threshold test on the last

trading day of any month in 2023 but does meet the $100 million threshold test on the last

trading day of at least one month in 2024. As a result, under the rules that currently apply to

Form 13F, the manager would be required to file a Form 13F report no later than February 15,

221

See also supra section II.E discussing timing of technical specification releases and beta testing

of Form N-PX’s structured data format.

222

Rule 14Ad-1(b); General Instruction F to amended Form N-PX. For this purpose, an “initial

filing” on Form 13F means any quarterly filing on Form 13F if no filing on Form 13F was

required for the immediately preceding calendar quarter. Id.

2025, for the period ending December 31, 2024.223 Additionally, under rule 14Ad-1(b) as

adopted, the manager will be required to file a Form N-PX report no later than August 31, 2026,

for the 12-month period from July 1, 2025, through June 30, 2026.224 The following chart

illustrates the timing of the entrance of a manager to its obligation under the rule to file reports

on Form N-PX.

INITIAL FORM N-PX FILING

DATE MANAGER EXCEEDS

REPORTING THRESHOLD

FIRST FORM 13F

FILING DUE

FIRST PROXY

REPORTING PERIOD

FIRST FORM

N-PX DUE

Mar. 31, 2023

Feb. 15, 2024

July 1, 2024 — June 30, 2025

Aug. 31, 2025

Dec. 31, 2023

Feb. 15, 2024

July 1, 2024 — June 30, 2025

Aug. 31, 2025

Jan. 31, 2024

Feb. 15, 2025

July 1, 2025 — June 30, 2026

Aug. 31, 2026

In addition, as proposed, we will not require a manager to file a report on Form N-PX

with respect to any shareholder vote at a meeting that occurs after September 30 of the calendar

year in which the manager’s final filing on Form 13F is due.225 Instead, the manager will be

required to file a report on Form N-PX for the period July 1 through September 30 of the

calendar year in which the manager’s final filing on Form 13F is due. This short-period Form

N-PX filing will be due no later than March 1 of the immediately following calendar year.226 A

223

Currently, under 17 CFR 240.13f-1 (“rule 13f-1”), the obligation to file Form 13F arises when a

manager exercises investment discretion over accounts holding at least $100 million in section

13(f) securities as of the “last trading day of any month of any calendar year.” However, the

manager’s obligation to file Form 13F commences with the report for December 31 of that year,

which is required to be filed within 45 days after December 31. Rule 13f-1(a)(1); General

Instruction 1 to Form 13F. See 17 CFR 240.0-3.

224

Rule 14Ad-1(b); General Instruction F to amended Form N-PX.

225

Rule 14Ad-1(c); General Instruction F to amended Form N-PX. For this purpose, a “final filing”

on Form 13F means any quarterly filing on Form 13F if no filing on Form 13F is required for the

immediately subsequent calendar quarter. Id.

226

Rule 14Ad-1(c); General Instruction F to amended Form N-PX.

manager’s obligation to file Form 13F reports always terminates with the September 30 report,

and the transition rule we are adopting conforms the ending date for reporting say-on-pay votes

with the ending date for Form 13F reporting. 227 The March 1 due date would provide a

two-month period for filing after December 31, when the manager’s Form 13F filing status will

be conclusively determined for the coming year.228

For example, assume that a manager ceases to meet the $100 million threshold in 2023.

In other words, the manager meets the threshold on at least one of the last trading days of the

months in 2022, but does not meet the threshold on any of the last trading days of the months in

2023. The manager’s final report on Form 13F would be filed for the quarter ended September

30, 2023. The manager’s final report on Form N-PX would include all say-on-pay votes cast

during the period from July 1, 2023, through September 30, 2023, and will be required to be filed

no later than March 1, 2024. The following chart illustrates the timing of the exit of a manager

from its obligation to file Form N-PX.

FINAL FORM N-PX FILING

DATE MANAGER CEASES

TO MEET THRESHOLD

FINAL FORM

13F FILING DUE

FINAL PROXY

REPORTING PERIOD

FINAL

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