SEC Proposal Requires Institutional Managers to Report Certain Proxy Votes
The SEC has proposed a new rule under the Dodd-Frank Act that would require each institutional investment manager to annually report how it voted on certain executive compensation matters. The rule applies to managers that currently have 13F reporting obligations because they have investment discretion with respect to at least $100 Million in reportable securities. The proposed rule would require managers to annually file Form N-PX, which is currently used only by investment companies, to disclose its voting record with respect to executive compensation and golden parachute proposals required under a companion rule. Although the proposed rule encompasses all 13F filers, reports would be required only by the investment manager with “voting power” and not necessarily investment discretion. Also, reportable votes include any proxies voted and not just those with respect to 13F securities.
OUR TAKE: We suspect that once 13F reporters get used to filing their forms, the SEC will ultimately require reporting of the entire proxy voting record as currently required of investment companies.