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Form N-PX, Form 8-K and Form 13F: what each one tells you

Three SEC filings answer three different questions. Form N-PX shows how a fund or asset manager voted. Form 8-K, under Item 5.07, gives the company’s official result. Form 13F shows what a large investment manager held at the end of a quarter. None of them shows how every shareholder voted.

Form N-PX: how funds and managers voted

Registered funds, such as mutual funds, file Form N-PX every year. So do institutional investment managers that file Form 13F. Each report covers meetings from July 1 to June 30 and is due by August 31.

The two kinds of filer report different things:

• Funds report every matter at every meeting where they were entitled to vote, including shares they had lent out.
• Institutional managers report only the executive-pay votes required by Section 14A of the Securities Exchange Act: say-on-pay, how often to hold it, and golden-parachute pay in a merger. A manager with no director votes in its N-PX is not missing data.

Each line gives the company, its CUSIP, the meeting date, the matter, the shares voted, how they were voted (split, where the filer split its vote), and whether the vote was for or against management’s recommendation. Fund reports also say whether the company or a shareholder proposed the matter.

What it does not tell you.

• The meeting result. It covers only the institutions that file it.
• Why a vote was cast. An explanation is optional.
• A total free of double counting. The same shares can appear in a manager’s report and in a fund’s, so adding across filers can overstate.
• Always the exact shares cast. Without confirmation of the count, a filer may report the shares it instructed to be voted.

Form 8-K, Item 5.07: the official result

A company files Form 8-K within four business days after a shareholder meeting. Under Item 5.07 it gives the meeting date, a short description of each matter, and the votes for, against or withheld, the abstentions and the broker non-votes on each, with a separate count for each director nominee and the names of the directors elected. If it first reports preliminary results, it must file the final count in an amended 8-K within four business days after the final results are known.

What it does not tell you.

• Whether an item passed, or what vote it needed. Item 5.07 requires neither, though many companies say. The proxy statement states the standard. See Why a proposal can win most of the votes cast and still fail.
• How any shareholder voted.
• Results for most companies based outside the United States. They generally do not file Form 8-K.

Form 13F: holdings at quarter end

An institutional investment manager with investment discretion over at least $100 million of “Section 13(f) securities” files Form 13F within 45 days after the end of each calendar quarter. The SEC publishes the list of those securities; they are mainly exchange-traded stocks. The filing lists each holding at quarter end, with the number of shares and whether the manager had sole, shared or no voting authority over them.

What it does not tell you.

• Beneficial ownership. Holders of more than 5% of a class report that on Schedule 13D or 13G.
• The position on a meeting’s record date, or how the shares were voted. A quarter-end holding can be months away from the meeting.
• Every holder. Managers below the threshold and individuals do not file. Where two managers share discretion over the same shares, only one of them has to report them.

How this site uses them

A company page sets the reporting funds’ N-PX votes beside the 8-K result. The funds’ total is never presented as the result. Each ownership row names the form it came from, and 13F rows cover a fixed list of 30 large managers only. The methodology has the detail: fund votes, official results and ownership.

Sources

• SEC, Form N-PX: General Instructions A and C, Special Instruction D.5, Item 1 (paragraph (h) for funds only, paragraph (o) optional).
• SEC, Form 8-K general instructions: General Instruction B.1 and Item 5.07 with its Instruction 1.
• SEC, Form 13F: General Instructions 1, 2 and 4, and Column 8 (voting authority).