Form N-PX Amendments

March 30, 2023

Enhanced Reporting of Proxy and Executive Compensation Votes

Overview

On November 2, 2022, the SEC adopted amendments to Form N-PX to streamline how funds currently report their proxy votes. The SEC also adopted rule and form amendments under the Securities Exchange Act of 1934 (the “Exchange Act”) that would require institutional investment managers required to file reports under Section 13(f) of the Exchange Act to report annually how they voted proxies relating to say-on-pay executive compensation matters, consistent with the types of shareholder advisory votes Section 14A requires.

Institutional investment managers subject to Section 13(f) reporting requirements are required to report annually on Form N-PX how they voted proxies relating to shareholder advisory votes on executive compensation (or “say-on-pay”) matters if the manager has the power to vote and exercises the power to influence a voting decision for the security.

•  A manager is required to report say-on-pay votes if they:
  • Have the power to vote, or direct voting of, a security and
  • Exercise this power to influence a voting decision for the security
• Reporting persons are permitted to report jointly on their say-on-pay votes in three scenarios:
  • Where multiple managers exercise voting power.
  • On behalf of a manager exercising voting power over some or all of the fund’s securities
  • For all affiliated person managers within the group, notwithstanding that they do not exercise voting power over the same securities
• Managers that have a disclosed policy of not voting proxies and did not vote during the reporting period can indicate this in a notice report without providing additional information about each voting matter individually. The manager would only file N-PX’s cover page and required signature.

Confidential treatment requests can be made in accordance with Rule 24b-2.

---

Affected Rules/Forms Include

• Form N-PX
• Form N-1A
•  Form N-2
• Form N-3
• Rule 24b-2

---

Form N-PX Amendments Include

• Cover Page:
  • Identify whether the reporting person is a fund or a manager
  • Type of report being filed:
    • Fund Voting Report: When the fund holds one or more securities it is entitled to vote
    • Fund Notice Report: When the fund does not hold any securities it is entitled to vote
    • Institutional Manager Voting Report: When a manager is reporting all of its proxy votes that are required to be reported in a single report
    •  Institutional Manager Notice Report: When the report contains no say-on-pay votes of the manager
    • Institutional Manager Combination Report: 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
  • Identify the Legal Entity Identifier (“LEI”), if available
  • Managers required to disclose:
    • Name of the reporting person
    • Address of its principal executive offices
    • Name and address of the agent for service
    • Telephone number of the reporting person
    • Reporting period
    • Reporting person’s file number, Central Registration Depository (“CRD”) number and other SEC file number, if any
  • Summary Page:
    • Required on all Form N-PX reports by funds and manager “voting” and “combination” filings
    • Identify the names and total number of included managers with say-on-pay votes included in the report in list format, as well as the LEIs
    • Identify the total number of series of the fund reported on the Form, the name of each series, each series identification number, and the LEI
  • General Form Requirements:
    • Must be filed in XML format (similar to Forms 13F, N-CEN, and N-PORT)
    • Same language as disclosed in the issuer’s form of proxy to identify proxy voting matters must be used*
    • Each voting matter must be reported in the same order as presented on the issuer’s form of proxy*
    • Directors must be identified separately for director election matters 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.*
    • Subject matters of each reported proxy voting item must be reported using the adopted SEC-standardized categories (all applicable should be selected):
      • Director elections
      • Section 14A
      • Audit-related
      • Investment company matters
      • Shareholder rights and defenses
      • Extraordinary transactions
      • Capital structure
      • Compensation
      • Corporate governance
      • Environment or climate
      • Human rights or human capital/workforce
      • Diversity, equity, and inclusion
      • Other social
      • Other
    • The number of shares voted for or instructed to be voted should be disclosed
    • The number of shares the reporting person loaned and did not recall should be disclosed
    • Proxy voting should be disclosed separately by series (for example, provide Series A’s full record, followed by Series B’s)
    • Must disclose if each vote was “for” or “against” management’s recommendation or “abstain”
    • Reporting only one security identifier
      • Committee on Uniform Securities Identification Procedures (“CUSIP”) number, or
      • International Securities Identification Number (“ISIN”)
    • Reporting Financial Instrument Global Identifier (“FIGI”) (optional)
    • Ticker symbol requirement removed

*Requirements 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 (i.e., an SEC proxy card is available for the matter). That rule requires the form of proxy, or “proxy card,” included in the proxy materials to clearly and impartially identify each voting matter. In all other cases, reporting persons will be subject to the current requirement to provide a “brief identification of the matter voted on” but with use of abbreviations limited.

---

Forms N-1A, N-2, and N-3 Amendments Include

• For Forms N-1A, N-2, and N-3: Requirement for a fund disclose that its proxy voting record is publicly available on or through its website (if it has a website) and available upon request, free of charge in both cases.
• For Forms N-1A and N-3: Requirement that a fund provide the email address, if any, that an investor may use to request the proxy voting record.

---

Compliance Dates

Effective Date: July 1, 2024

Compliance Date*: August 31, 2024, for reports covering the period of July 1, 2023 to June 30, 2024

*Managers will be required to file a report with say-on-pay votes on Form N-PX for the period ending June 30 for the calendar year following the manager’s initial filing on Form 13F. Additionally, managers will be required to file a report on Form N-PX with respect to any shareholder vote for the period July 1 through September 30 of the calendar year in which the manager’s final filing on Form 13F is due.

Final Rule

https://www.federalregister.gov/documents/2022/12/22/2022-24292/enhanced-reporting-of-proxy-votes-by-registered-management-investment-companies-reporting-of