The Advisors' Blog

As John blogged this morning on TheCorporateCounsel.net, the SEC has adopted new rules that will require institutional investment managers to disclose their say-on-pay votes on Form N-PX. I blogged about the proposal last year (which was an updated version of a 2010 proposal).

This final rule fulfills the SEC’s rulemaking mandates under Section 951 of the Dodd-Frank Act. Here’s more info from the SEC’s Fact Sheet:

New rule 14Ad-1 will require managers to report annually on Form N-PX each say-on-pay vote over which the manager exercised voting power. The rule requires a manager to report say-on-pay votes when it uses voting power to influence a voting decision with respect to a security.

The rule permits joint reporting of say-on-pay votes by managers, or by managers and funds, under identified circumstances to avoid duplicative reporting. It also requires additional disclosure to allow identification of a given manager’s full say-on-pay voting record.

Managers will also be required to comply with the other requirements of Form N-PX for their say-on-pay votes.

The rule and form amendments will be effective for votes occurring on or after July 1, 2023, with the first filings subject to the amendments due in 2024.

– Liz Dunshee