Reminder: Institutional Investment Managers Need to Record Say-on-Pay Votes

Funds & Advisers

As you may recall, the SEC adopted a rule last January requiring companies subject to federal proxy rules to include three types of shareholder votes relating to executive compensation ("say-on-pay") on their proxies. The rule requires these votes to be recorded at the first annual shareholder meeting taking place on or after January 21, 2011.

A separate rule, which was proposed in October 2010 and has not yet been adopted, requires institutional investment managers subject to Section 13(f) of the Securities Exchange Act of 1934 to report annually on Form N-PX how they voted on these say-on-pay matters.

If the rule is adopted as proposed, institutional investment managers will be required to report say-on-pay votes recorded between January 21 and June 30, 2011, no later than August 31, 2011. Although there is no way to predict the details of the final rule, to be safe, advisers that are subject to Section 13(f) should document how they voted on say-on-pay matters, or take steps now to ensure they can retrieve the required information by the time the report is due.

Please check our Industry News page often, as we will publish an alert once the SEC finalizes this rule.








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