What You Need to Know About Forms 13F and N-PX

By Scott Snipkie.

In the course of working with my clients, I get a more in-depth understanding of how they do their jobs, the products they use, and the tools they use in their practices. Over the last few years, I noticed fundamental changes in the products and tools advisers are using. Specifically, folks seem to be moving off mutual funds and using exchange-traded funds (ETFs) as more of them are available and their costs decrease. That change, while seemingly minor, can have a sneaky impact on firms. I’m talking about forms 13F and N-PX.

Form 13F

Many of you know about Form 13F because you keep an eye on the filings to stay up on what large institutional investors are doing or because you’re already making the filings. Additionally, many advisers have policies related to Form 13F in their compliance manuals. To put us all on the same page, Congress amended the Securities and Exchange Act in 1975 to include Section 13(f) with the idea of using institutional disclosure to increase investor confidence in securities markets. As adopted, the rule required institutional investment managers, which includes RIAs, who had discretion in $100 million or more in Section 13(f) securities to file Form 13F with the commission. Disappointingly, despite an attempt a few years ago to move that number up to $3.5 billion, it remains the same to this day.

What’s a Section 13(f) Security?

The answer is whatever the SEC says it is, and that’s no joke. The SEC publishes a list of Section 13(f) securities quarterly, which sort of makes them moving targets, but they’re primarily equity securities traded on U.S. exchanges, shares of closed-end mutual funds, and shares of ETFs.

What is the Filing Timeline for Form 13F?

This answer is more straightforward because the rule “explains” when an institutional investment manager is required to file Form 13F, but the explanation itself is tortuous. An institutional investment manager is required to make its first Form 13F filing within 45 days after the end of the final calendar quarter of the year that it exceeds the $100 million limit. Thereafter, the filer must make at least three more filings—one each within 45 days of the end of each of the following calendar quarters. The filing requirements carry over year-to-year as long as the filer has discretion in $100 million or more in Section 13(f) securities.

Because this can be a bit confusing, let’s look at it in practical terms. An RIA surpasses the $100 million mark some time in 2025; that means it must make its first filing within 45 days of December 31, 2025, or not later than (NLT) February 17, 2026 (because of weekends and holidays). Its next filing comes within 45 days after the next calendar quarter ending March 31, 2026 (NLT May 15), then NLT August 14, and finally, NLT November 16 (because November 14 falls on a Saturday). If the RIA still has discretion in more than $100 million in Section 13(f) securities at the end of 2026, it continues making those filings in 2027. If the RIA falls below the threshold at the end of 2026, then it need not make the filings in the following year; however, if the RIA bumps back up over the line in some future year, the process repeats itself. Clear as mud, right?

What About RIAs That Use Subadvisers?

Interestingly, if an RIA uses one or more subadvisers, it still must make a Form 13F filing when it has discretion in more than $100 million in Section 13(f) securities. The instructions allow for a number of different types of filings: the standard 13F Holdings Report, which lists all of a firm’s holdings in 13F securities; a 13F Notice, in which the firm reports that all of its holdings in 13F securities are reported by another manager (in this case, the subadviser) and names the manager; and the 13F Combination Report, which is a combination of the two.

Form N-PX

The regulations traditionally required registered investment companies and mutual fund managers to make reports of how they voted proxies on Form N-PX. Recently, the SEC extended that requirement to Form 13F filers, so everyone who makes a Form 13F filing must make a Form N-PX filing annually to report the way it voted its proxies on “say-on-pay” matters. In a not-so-wild departure from the above, this requirement is a little tricky, so we’ll take it in parts.

What is “Say-on-Pay?”

“Say-on-pay” refers to votes on matters like the approval of “golden parachutes” in connection with a merger or acquisition or approval of executive compensation and the frequency of those executive compensation votes.  

Why Does This Matter to Me If I Don’t Vote Proxies?

That’s a fair (and good) question. Unfortunately, the filing is connected to being a 13F filer, not voting proxies, so even advisers who don’t vote proxies have to file Form N-PX if they file Form 13F.

What Do I Say on My Form N-PX Filing If I Don’t Vote Proxies (or Haven’t Voted on “Say-on-Pay”)?

At the very least, everyone makes a “notice” filing on Form N-PX that’ll say either, “We didn’t exercise voting power over any ‘say-on-pay’ matters in the period,” “We disclosed our policy that we don’t vote proxies, and we didn’t vote any proxies during this period,” or, for those using a subadviser, “Any votes that we’d be required to report here have been reported on someone else’s Form N-PX as a result of shared voting power.” For folks who voted on “say-on-pay” matters, the N-PX filing will look different and include a cover page and schedule with information about each voting matter.

What Do I Do About All of This?

I’m sorry in advance, but the SEC doesn’t even make it easy to cross-check your holdings against Section 13(f) securities—they publish them in a PDF, and the most recent one is 686 pages—however, there are resources. Some advisors already have wealth management software/wealthtech platforms that can cross reference clients’ holdings against the SEC’s list. There are also firms out there with the technology to do the cross-checking, and some of those provide filing services for both Form 13F and N-PX. Because this has been a topic of inquiry on recent exams and of enforcement actions, I recommend if you believe you are at or near the threshold for Form 13F filing, you look into your existing software and vendors to determine whether you can perform the analysis or reach out to a provider to assist you. If you need to make the filings, this is also one of the few times you’re in a position to go back and make retrospective filings, so you should consider that too.

Summary

An RIA that has discretion over $100 million in Section 13(f) securities is required to file a Form 13F, even if they use a subadviser to manage those securities. What constitutes a 13(f) security will depend on the list the SEC publishes quarterly, but it tends to include equities, closed-end mutual funds, and ETFs. For folks who are required to make Form 13F filings, your first report will come within 45 days of the end of the calendar year when you first cross the threshold, and then you’ll be required to make quarterly filings through the rest of the year and continue doing so for each year you’re over the threshold. (You can also find the Form 13F FAQs here, if you’re interested.) Additionally, if you’re required to make Form 13F filings, you’ll also be required to make annual Form N-PX filings that require you to disclose how you voted on “say-on-pay” matters—even if it's only to say you don’t vote proxies. (Unfortunately, there are no FAQs on Form N-PX yet, but you can view the instructions for Form N-PX here.)

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Scott Snipkie (University of Missouri JD, MA; Penn State BA) is Counsel for Armstrong Teasdale, LLP and Director of Adviser Services for AT Government Strategies, LLC following time with Adviser Compliance Services, the Missouri Attorney General, and Missouri Securities as Enforcement Counsel; he specializes in Investment Adviser regulatory  compliance. Reach him at ssnipkie@atgovernmentstrategies.com or 573-634-7141.

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