November 3, 2022
Say-on-Pay: SEC Approves Enhanced Voting Disclosure for Investment Managers
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