Form N-PX is the SEC filing in which registered investment funds, and since 2024 large institutional investment managers, disclose how they cast every proxy vote. It makes voting records public, including say-on-pay votes, and is the primary way to verify whether an investor's votes match its stated stewardship policy.
Proxy voting used to be a quiet, private act. A fund or manager received its ballots, marked them, and the record lived in internal systems. Form N-PX changed that for funds two decades ago, and a set of SEC rules finalised in 2022 extended a version of that transparency to the largest institutional money managers. For asset owners trying to verify that their capital is voted the way they intend, N-PX is now the most important public dataset there is.
What is Form N-PX?
Form N-PX is the disclosure form on which an investor reports how it voted the shares it controls. For registered management investment companies — mutual funds and ETFs — the form has long required disclosure of every proxy vote: the company, the meeting, each matter on the ballot, and how the fund voted, including whether it voted with or against management.
The point of the form is accountability. A manager can publish a glossy stewardship policy promising to scrutinise executive pay or support climate-risk disclosure, but the policy is only words until you can see the votes. N-PX is where words meet the ballot.
Who has to file it, and what changed in 2024?
Two populations now file. The first is funds, which have reported their full voting records for years. The second, newer population is institutional investment managers — and this is the change asset owners should understand.
Under the SEC's 2022 rules, the expansion is limited to institutional investment managers that are otherwise required to file Form 13F (broadly, managers exercising investment discretion over at least $100 million in 13F securities). Starting with the 2024 reporting cycle, these managers must report their votes on executive-compensation matters on Form N-PX.
Crucially, this requirement is not limited to the securities on the manager's 13F. It applies to any company over which the manager exercised voting power on a say-on-pay matter. And managers generally must file even if they cast no reportable votes, submitting a notice to that effect.
What exactly do institutional managers have to report?
The institutional-manager requirement is narrower than the full-ballot disclosure funds provide. Covered managers must report each vote on:
- Say-on-pay — the advisory shareholder vote on a company's executive compensation;
- Say-on-frequency — how often say-on-pay votes should be held; and
- Golden-parachute compensation — votes to approve change-in-control payouts in connection with a merger or acquisition.
To avoid duplicate reporting, the rules permit joint reporting of say-on-pay votes — by managers together, or by managers and the funds they advise — in identified circumstances. That detail matters when you are trying to attribute a vote to the right entity.
When is the filing made?
The cadence is annual and fixed. A Form N-PX filing is due by August 31 each year and reports the say-on-pay votes during the most recent 12-month period ending June 30. So the August 2026 filing covers ballots cast from July 1, 2025 through June 30, 2026. Because the window aligns with the US proxy season, a single year's filing captures essentially a full season of annual-meeting votes.
The insight: N-PX is the audit trail for stewardship claims
Here is what makes N-PX strategically valuable rather than merely procedural. Stewardship has become a marketing surface — nearly every large manager publishes climate commitments, voting principles and engagement statistics. N-PX is the one place those claims can be independently audited against actual behaviour.
This is exactly how the data gets used. Researchers and campaigners regularly mine N-PX filings to grade managers on how they voted on ESG and compensation proposals, and the results are often uncomfortable: studies of large managers have found high rates of voting against ESG-focused proposals even among firms with prominent sustainability branding. The voting record, not the policy document, is the evidence.
How a universal owner should use Form N-PX
For a universal asset owner, the form solves a specific problem: principal-agent risk in delegated voting. Most large owners do not vote every ballot themselves; they delegate to external managers. N-PX lets the owner check whether those managers voted the owner's shares consistently with the owner's own stewardship policy, or whether they defaulted to management-friendly positions.
A practical workflow looks like this. Pull each external manager's N-PX filing for the year. Compare its votes on the resolutions you care about — pay, board independence, climate-related proposals — against the expectations in your manager guidelines. Where votes diverge from your policy, that becomes the agenda for the next manager review. Several large owners have responded to persistent divergence by reclaiming voting authority through split-voting or pass-through arrangements, a trend the N-PX data has helped accelerate by making the gaps visible.
The limits to keep in mind
N-PX is powerful but not complete. For institutional managers the disclosure is concentrated on executive-compensation votes, so it will not show you a manager's full ballot the way fund-level N-PX does. The data is also released once a year, after the season, so it is a lagging accountability tool rather than a real-time one. And the joint-reporting provisions mean you sometimes have to trace which entity actually cast a given vote.
None of that undercuts the core value. Before N-PX, verifying how your shares were voted ranged from difficult to impossible. After it, the answer is a public filing — and for an investor that owns the whole market and votes through many hands, a public, comparable record of how those hands voted is one of the most useful accountability instruments available.