[ad_1]
Some investment managers are required to file annual forms disclosing proxy statements related to executive compensation.
Rule 14Ad-1 requires all institutional investment managers, including registered investment advisers, to manage client assets. Pursuant to the reporting requirements of Section 13(f) of the Exchange Act; Report salary votes on a new version of Form N-PX when voting on certain types of executive compensation, including what is known as “golden parachute” compensation.
This term generally refers to arrangements with named executive officers regarding compensation (whether existing, deferred or contingent) based on or in connection with an acquisition, merger or similar transaction. Form N-PX requires management to disclose the number of shares voted (or directed to vote) and how those shares were voted, as reflected in the records at the time of filing. It is mandatory for those who
This rule does not include a de minimis exception for small holdings. Form N-PX must be filed even if the advisory firm is a 13(f) filer that does not vote on proxies or vote on payouts. However, if an institutional investment manager is not subject to Section 13(f) reporting, it is not required to file Form N-PX.
Section 13(f)(6)(A) of the Exchange Act defines an “institutional investor” to “any person other than a natural person who invests in, buys or sells securities for his or her own account, and any person who exercises investment discretion. defined as “person”. Regarding other people’s accounts. ”
The Securities and Exchange Commission’s 2020 FAQ states that banks, including trust departments, insurance companies, broker-dealers, fiduciaries, and investment advisers that manage individual accounts, mutual fund assets, or pension plan assets are institutional investors. It has been made clear.
According to the SEC, the Pay Speak Vote allows investors to vote on the compensation of a company’s chief executive officers (the CEO, chief financial officer, and at least three other highest-paid executives). I am asking you to do so.
These votes consist of shareholder votes on one of three matters regarding public company executive compensation: 1) Periodic advisory votes on approval of executive compensation. 2) Vote on how often to conduct advisory votes. 3) vote to approve golden parachute compensation in connection with mergers and acquisitions;
Examples of compensation include executive compensation packages, stock grants to executives, compensation-related performance reviews, and short-term and long-term incentives.
The final rules and form amendments provide a two-part test to determine whether an institutional investment manager has “voted” a security and therefore You must report your voting rights.
- Institutional investors have the power to vote on securities and direct the voting of securities.
- Institutional managers “exercise” this power to influence voting decisions for securities.
According to the SEC, “voting rights may exist or be exercised directly or indirectly through a contract, arrangement, understanding, or relationship.” Please note that even if management abstains from voting rights, it may be considered that they have exercised their voting rights. Advisory firms should also consider which written policies and procedures may require changes or additions due to the new Form N-PX reporting requirements. Initial Form N-PX reporting is required for the period July 1, 2023 through June 30, 2024, by August 31. Advisory firms that conduct proxy voting must track paid voting activity that begins on July 1, 2023. 2023.
[ad_2]
Source link
