SEC Proposes to Enhance Proxy Voting Disclosure by Investment Funds and Require Disclosure of “Say-on-Pay” Votes for Institutional Investment Managers
The SEC proposed amendments to Form N‑PX to improve proxy‑voting disclosure by mutual funds, ETFs and institutional managers, with no fraud allegations and a 60‑day public comment period.
The Securities and Exchange Commission announced proposed amendments to Form N‑PX that would require funds and institutional investment managers to report proxy votes in a standardized, machine‑readable format. The rule would tie each voting matter to the issuer’s proxy, categorize votes by type, disclose the impact of securities lending, and require reporting of “say‑on‑pay” executive‑compensation votes to satisfy a Dodd‑Frank mandate. The proposal is open for public comment for 60 days after its publication in the Federal Register and carries no penalties or criminal charges.
The SEC today proposed amendments to Form N‑PX aimed at enhancing the transparency and usability of proxy‑voting disclosures for mutual funds, exchange‑traded funds, and certain institutional managers. Under the proposal, funds must link each voting matter to the issuer’s proxy form, categorize votes by type, and use a structured data language to make filings machine‑readable. They must also disclose how securities‑lending activities affect their voting decisions and report how they voted on executive‑compensation “say‑on‑pay” proposals, fulfilling a remaining Dodd‑Frank requirement. SEC Chair Gary Gensler said the changes will make it easier for investors to obtain and compare crucial voting information. No allegations of fraud, penalties, or criminal charges are involved; the rule is purely procedural. The public comment period will remain open for 60 days after the rule’s publication in the Federal Register.
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- agency on sec.gov and in the federal register
- agency sec chair gary gensler
- agency Securities and Exchange Commission
- Securities and Exchange Commission Proposed Amendments to Form N-Px
- Proposed Rulemaking Require Funds to Tie Description of Each Voting Matter to the Issuer’s Form of Proxy
- Proposed Rulemaking Require Funds to Categorize Each Matter by Type
- Proposal Prescribe How Funds Organize Their Reports
- Proposal Require Funds to Use a Structured Data Language
- Funds Be Required To Disclose How Their Securities Lending Activity Impacted Their Voting
- Rulemaking Require Institutional Investment Managers to Disclose How They Voted on Executive Compensation
- Managers Be Subject To the Same Form N-Px Reporting Requirements as Funds
- SEC Chair Gary Gensler Say This Proposal Will Make It Easier and More Efficient for Investors to Get Crucial Information About Proxy Votes from Funds
- SEC Chair Gary Gensler Support The Staff’s Recommendations
- Funds Have Been Required To File Form N-Px Reports Disclosing How They Voted on Proxy Proposals Relating to Investments They Hold
- Proposal Make Funds’ Proxy Voting Records More Usable and Easier to Analyze
- Proposal Improve Investors’ Ability to Monitor How Their Funds Vote and Compare Different Funds’ Voting Records
- Proposal Be Published On Sec.gov and in the Federal Register
- Public Comment Period Remain Open For 60 Days After Publication in the Federal Register
The Securities and Exchange Commission today proposed amendments to Form N-PX to enhance the information mutual funds, exchange-traded funds, and certain other funds report about their proxy votes. The proposed rulemaking would require funds to tie the description of each voting matter to the issuer’s form of proxy and to categorize each matter by type to help investors identify votes of interest and compare voting records. The proposal also would prescribe how funds organize their reports and require them to use a structured data language to make the filings easier to analyze. Funds would also be required to disclose how their securities lending activity impacted their voting. Further, the rulemaking would require institutional investment managers to disclose how they voted on executive compensation, or so-called “say-on-pay” matters, which would fulfill one of the remaining rulemaking mandates under the Dodd-Frank Wall Street Reform and Consumer Protection Act. Managers generally would be subject to the same Form N-PX reporting requirements as funds with respect to their say-on-pay votes. “This proposal will make it easier and more efficient for investors to get crucial information about proxy votes from funds,” said SEC Chair Gary Gensler. “I am pleased to support the staff’s recommendations and look forward to putting them out to public comment.” Since 2003, funds have been required to file Form N-PX reports disclosing how they voted on proxy proposals relating to investments they hold, but investors may face difficulties analyzing these reports. For example, funds may report their votes in an inconsistent manner or in a format that is not machine readable. This can make it more difficult for investors to analyze the reported data. The proposal would make funds’ proxy voting records more usable and easier to analyze, improving investors’ ability to monitor how their funds vote and compare different funds’ voting records. The proposal will be published on SEC.gov and in the Federal Register. The public comment period will remain open for 60 days after publication in the Federal Register.
The Securities and Exchange Commission today proposed amendments to Form N-PX to enhance the information mutual funds, exchange-traded funds, and certain other funds report about their proxy votes. The proposed rulemaking would require funds to tie the description of each voting matter to the issuer’s form of proxy and to categorize each matter by type to help investors identify votes of interest and compare voting records. The proposal also would prescribe how funds organize their reports and require them to use a structured data language to make the filings easier to analyze. Funds would also be required to disclose how their securities lending activity impacted their voting. Further, the rulemaking would require institutional investment managers to disclose how they voted on executive compensation, or so-called “say-on-pay” matters, which would fulfill one of the remaining rulemaking mandates under the Dodd-Frank Wall Street Reform and Consumer Protection Act. Managers generally would be subject to the same Form N-PX reporting requirements as funds with respect to their say-on-pay votes. “This proposal will make it easier and more efficient for investors to get crucial information about proxy votes from funds,” said SEC Chair Gary Gensler. “I am pleased to support the staff’s recommendations and look forward to putting them out to public comment.” Since 2003, funds have been required to file Form N-PX reports disclosing how they voted on proxy proposals relating to investments they hold, but investors may face difficulties analyzing these reports. For example, funds may report their votes in an inconsistent manner or in a format that is not machine readable. This can make it more difficult for investors to analyze the reported data. The proposal would make funds’ proxy voting records more usable and easier to analyze, improving investors’ ability to monitor how their funds vote and compare different funds’ voting records. The proposal will be published on SEC.gov and in the Federal Register. The public comment period will remain open for 60 days after publication in the Federal Register.