Does your RIA need to file Form NPX? Form NPX had historically applied only to a registered management investment company per the Investment Company Act of 1940. It is now required to be filed by institutional investment managers to report “how it voted proxies relating to executive compensation matters as required by Section 14A of the Securities Exchange Act, which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act.” Understanding this requirement and ensuring compliance is essential for all RIAs that engage in voting client securities. Form N-PX for institutional investment managers addresses “say-on-pay” executive compensation voting. This includes also “say-on-frequency” matters and "golden parachute compensation" as it relates to a merger or acquisition.
Who Needs to File Form NPX?
If you file Form 13F, you are likely required to file Form NPX as well.
Form N-PX is required for Form 13F filers even if your firm does not vote say-on-pay proxies.
How to File Form NPX
Form NPX filings are submitted electronically through the Investment Adviser Registration Depository (IARD) system. The process involves:
- Accessing the IARD System: Ensure you have the necessary credentials to access the IARD system.
- Locating Form NPX: Navigate to the section for Form NPX filings within the system.
- Completing the Form: Provide detailed information about how certain voting rights were exercised. The attachment must be formatted correctly and in accordance with the system requirements.s
- Submitting the Form: Submit the completed form electronically through the IARD system.
- Record Keeping: Maintain records of all filings and supporting documentation to ensure compliance.
When to File Form NPX
Generally, RIAs that vote client securities are required to file Form NPX annually. Staying up-to-date with the SEC's guidance and deadlines is critical to ensure timely filing and avoid potential penalties. It is prudent to regularly check the official SEC website or consult with compliance experts.
Need Help with Form NPX Compliance?
Navigating the intricacies of Form NPX, especially as it relates to voting client securities, can be complex. Arcturus Advisory is here to support you. We can:
- Clarify whether Form NPX is required for your RIA.
- Provide guidance on the specific information to include in your filing.
- Assist with the electronic filing process through the IARD system.
- Ensure you are meeting all compliance obligations related to Form NPX.
Don't leave your Form NPX compliance to chance.
#Arcturus Advisory: Your Compliance Archetype.
