SEC Form 13F-NPX: proxy voting disclosure guide

Institutional investment managers who file Form 13F must also file Form N-PX as part of their regulatory disclosure obligations. The term "13F-NPX" is shorthand for this combined filing relationship: a quarterly holdings report (13F-HR) plus an annual proxy-voting report (N-PX). This guide explains what the N-PX component covers, when it is required, and how it differs from the quarter-end holdings report. For a general primer on the quarterly 13F filing, see our Form 13F overview.

TL;DR

• Institutional investment managers filing Form 13F must also submit Form N-PX annually to disclose proxy votes on executive compensation ("say-on-pay") SEC.
• The N-PX filing period runs July 1 through June 30, with a deadline of August 31 of the following year.
• Form 13F-HR reports quarterly holdings; Form N-PX reports annual proxy voting decisions—two separate filings with different purposes and frequencies.

What is Form 13F-NPX?

"13F-NPX" is not a single SEC form type. Instead, it describes the dual filing requirement for institutional investment managers:

• Form 13F-HR (Quarterly Holdings Report) — Reports long positions in Section 13(f) securities at quarter-end.
• Form N-PX (Annual Report of Proxy Voting Record) — Reports how the manager voted on shareholder advisory votes, primarily on executive compensation ("say-on-pay").

The SEC adopted Rule 14Ad-1 in 2022 to expand Form N-PX coverage, requiring institutional investment managers subject to Form 13F to file this annual voting report SEC Press Release.

Who must file Form 13F-NPX?

An institutional investment manager that files Form 13F (because it exercises investment discretion over $100 million or more in Section 13(f) securities) must also file Form N-PX SEC FAQ.

Types of filers include:

When is Form N-PX filed?

The annual N-PX filing covers the 12-month reporting period and must be submitted by August 31 of the following year Willkie SEC N-PX.

Special timing rules

If a manager makes its initial or final Form 13F filing during an N-PX reporting period, special rules apply SEC N-PX. The filing schedule aligns with the Form 13F year to avoid duplicated disclosure.

How Form 13F-NPX differs from 13F-HR

Form 13F-NPX is not an alternative to Form 13F-HR — it is a companion filing with a distinct purpose. See the 13F-HR holdings report guide for details on the quarterly holdings disclosure.

What does Form N-PX actually reveal?

Form N-PX requires institutional managers to report their votes on specified shareholder advisory proposals, including:

• Say-on-Pay votes — Advisory votes approving the compensation of named executive officers
• Say-on-Golden Parachute votes — Votes approving compensation in merger and acquisition transactions
• Frequency votes — Votes on how often say-on-pay votes should occur (annual, biennial, triennial)

The filing includes a table for each issuer with the following columns Running Oak NPX example:

What is NOT shown

Form N-PX does not reveal:

• Individual portfolio holdings or positions
• Voting decisions outside the specified advisory proposals
• The rationale behind a particular vote
• Votes on routine corporate matters (nominations, auditors, etc.)

What can and cannot be revealed

What Form N-PX can reveal:

1. Voting alignment on executive pay — Whether a manager supported or opposed a company's executive compensation plan
2. Engagement patterns — How often a manager votes versus abstains or does not vote
3. Corporate governance stance — Patterns across issuers on say-on-pay frequency proposals

What Form N-PX cannot reveal:

1. Investment thesis — A vote for or against executive pay does not imply investment confidence or market timing advice
2. Full voting record — Only specific advisory votes are required to be disclosed
3. Current portfolio — No holdings data is included, even though the form is linked to a 13F file number

For US-stock research with public filing data, see our US stocks overview.

Common errors and fixes

Frequently Asked Questions

Does every Form 13F manager have to file Form N-PX?

Yes. Rule 14Ad-1 extends Form N-PX requirements to all institutional investment managers subject to Form 13F disclosure Willkie. The annual voting report applies regardless of whether the manager actually casts votes during the reporting period.

What if an institutional manager doesn't vote its shares?

The manager must still file Form N-PX, indicating that it did not exercise voting power over any say-on-pay votes during the reporting period. The filing obligation exists independently of actual voting activity SEC N-PX.

Can Form N-PX be amended?

Yes. Managers may file N-PX/A to correct errors or provide supplemental information after the original filing. The amendment must be a complete update of the N-PX information SEC N-PX.

How do I find Form N-PX filings on EDGAR?

Search EDGAR filings by the manager's CIK number and filter for the form type "N-PX". N-PX filings typically appear in August for the prior July-June reporting year SEC EDGAR.

Is proxy voting disclosure the same as insider trading disclosure?

No. Form N-PX reports how institutions vote on shareholder proposals, while Form 4 reports insider transactions by officers, directors, and >10% beneficial owners SEC FAQ. They serve different regulatory purposes.

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