Glossary
Each term has one meaning on this site. The first text is a plain explanation. The quotation is the text of the SEC, with a link to the page.
- Form N-PX
The annual report in which a fund or an institutional manager lists its proxy votes. It covers the year to 30 June and is due by 31 August.
The words of the SEC:
Form N-PX is to be filed not later than August 31 of each year, containing the reporting person’s proxy voting record for the most recent 12-month period ended June 30.
SEC, Form N-PX and its instructions, Paperwork Reduction Act information- Amendment (Form N-PX/A)
A filing that changes an earlier Form N-PX. The site uses the latest filing for the same filer, period and series. The methodology page gives the rule.
The words of the SEC:
Amendments to a Form N-PX report must either restate the Form N-PX report in its entirety or include only proxy voting information that is being reported in addition to the information already reported in a current public Form N-PX report for the same period.
SEC, Form N-PX and its instructions, Special Instruction B.1- Filer
A fund registrant or an institutional manager that files a Form N-PX. The form calls it the reporting person. A filer with 25 or more vote records has a page.
The words of the SEC:
“Reporting Person” means the Institutional Manager or Fund filing this report or on whose behalf the report is filed.
SEC, Form N-PX and its instructions, General Instruction E- Fund
On this site, a fund is one series of a registrant. A series with 500 or more vote records in a season has a page.
The words of the SEC:
“Fund” means a registered management investment company (other than a small business investment company registered on Form N-5 (17 CFR 239.24 and 274.5)) or a separate Series of the registered management investment company.
SEC, Form N-PX and its instructions, General Instruction E- Series
One portfolio of a registrant, with its own SEC series number. A registrant can report many series in one filing.
The words of the SEC:
“Series” means shares issued by a registered management investment company that represent undivided interests in a portfolio of investments and that are preferred over all other series of shares for assets specifically allocated to that series in accordance with Rule 18f-2(a) under the Investment Company Act [17 CFR 270.18f-2(a)].
SEC, Form N-PX and its instructions, General Instruction E- Fund family
A group of filers that the site puts under one family name, from a table that it keeps by hand. The form has no such term.
The SEC has no entry for this term. The explanation is the site's own.
- Institutional manager
A manager that files Form 13F and reports its say-on-pay votes on Form N-PX. It reports no other category.
The words of the SEC:
“Institutional Manager” means a person that is required to file reports under Rule 13f-1 under the Exchange Act.
SEC, Form N-PX and its instructions, General Instruction E- Proxy vote
A vote on a matter at a company meeting that is cast for the holder of the shares. A fund casts proxy votes on the shares in its portfolio.
The words of the SEC:
Mutual funds and other registered management investment companies are required to disclose each year how they vote proxies relating to portfolio securities they hold.
SEC, Mutual Fund Proxy Voting Records and Policies- Vote record
One entry of the vote table of a filing. It covers one matter at one meeting. The site counts vote records for each filer.
The SEC has no entry for this term. The explanation is the site's own.
- Vote
One vote line of a vote record. A filer that split its shares reports several vote lines for one matter. The site counts each line as one vote.
The words of the SEC:
How the shares in paragraph (i) were voted (e.g., for or against proposal, or abstain; for or withhold regarding election of directors) and, if the votes were cast in multiple manners (e.g., for and against), the number of shares voted in each manner;
SEC, Form N-PX and its instructions, Item 1(k)- Ballot item
One matter that holders vote on at a meeting. The site groups the vote records of a meeting into ballot items and lists them in ballot order.
The words of the SEC:
An identification of the matter voted on;
SEC, Form N-PX and its instructions, Item 1(f)- Say-on-pay
The advisory vote of holders on the pay of the top executives of a company. It is one of the 14 vote categories of the form.
The words of the SEC:
Section 14A say-on-pay votes (examples: section 14A executive compensation, section 14A executive compensation vote frequency, section 14A extraordinary transaction executive compensation);
SEC, Form N-PX and its instructions, Item 1(g)(B)An item that a holder of the company put on the ballot. The form calls the source a security holder. The site says proposal from a security holder.
The words of the SEC:
For reports filed by Funds, disclose whether the matter was proposed by the issuer or by a security holder;
SEC, Form N-PX and its instructions, Item 1(h)- Vote category
One of the 14 fixed categories of the form, such as compensation or audit-related. The filer chooses the categories of each vote.
The words of the SEC:
All categories applicable to the matter voted on from the following list of categories:
SEC, Form N-PX and its instructions, Item 1(g)- With management and against management
The form asks each filer to mark each vote as for or against the recommendation of management. The mark is a field of the form. It is not praise and not blame.
The words of the SEC:
Whether the votes disclosed in paragraph (k) represented votes for or against management’s recommendation;
SEC, Form N-PX and its instructions, Item 1(l)The votes marked against management, divided by the votes marked for or against management. A vote with no mark is left out. The methodology page gives the rule.
The SEC has no entry for this term. The explanation is the site's own.
- Family position
The way most of the shares reported by the filers of a family went on one ballot item. A position is not the vote of each fund.
The SEC has no entry for this term. The explanation is the site's own.
The number of shares that a filer reports as voted on a matter. A report can show shares instructed to be cast and not shares confirmed as cast.
The words of the SEC:
The number of shares that were voted, with the number zero (“0”) entered if no shares were voted;
SEC, Form N-PX and its instructions, Item 1(i)Shares that the filer lent and did not recall. A lender does not vote shares that are on loan.
The words of the SEC:
The number of shares that the reporting person loaned and did not recall;
SEC, Form N-PX and its instructions, Item 1(j)- Season
The reporting year of the form, from 1 July to 30 June. The site names a season by the day it ends, for example the year to 30 June 2026.
The words of the SEC:
Form N-PX is to be filed not later than August 31 of each year for the most recent 12-month period ended June 30, except in the case of Institutional Managers that make initial or final filings on Form 13F during the relevant 12-month period as described in General Instruction F.
SEC, Form N-PX and its instructions, General Instruction A- SEC filer number (CIK)
The number that the SEC gives to a filer. The site shows it on each filer page. A company page shows the SEC company number from the same system.
The words of the SEC:
The Central Index Key (CIK) is used on the SEC's computer systems to identify corporations and individual people who have filed disclosure with the SEC.
SEC, CIK Lookup- EDGAR
The filing system of the SEC. All Form N-PX filings are public on EDGAR. Every filer page links to the filings of the filer.
The words of the SEC:
Enjoy free public access to millions of informational documents filed by publicly traded companies and others in the SEC's Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system.
SEC, Search Filings
The site copied the SEC texts on . A quotation keeps the spelling of the SEC.
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