Two recent SEC mandates require a change in filing format from plain text/HTML to XML. The filings affected are the N-PX, 13D and 13G. There is also a new XML-based form being introduced, Form SHO, to meet the requirements of the Short Position and Short Activity Reporting by Institutional Investment Managers mandate.

N-PX: Enhanced Reporting of Proxy Votes by Registered Management Investment Companies Reporting of Executive Compensation Votes by Institutional Investment Managers:

Key Points for fund and institutional managers:

• Institutional managers are now required to file N-PX
• Collect and disclose a number of new data points, including reporting one or more standardized categories for each vote.
• Report the number of shares that were voted or instructed to be voted.
• Report the number of shares that were loaned and not voted.
• Managers that exercise investment discretion over securities with an aggregate value of at least $100 million are to report annually their Rule 14Ad-1 say-on-pay votes, when it uses voting power to influence a voting decision with respect to a security.
• Use the same language and present the proxy votes in the same order as they appear on the proxy card.
• Additional details can be found in the fact sheet

Compliance:

Modernized N-PX mandatory compliance is in effect for votes occurring on or after July 1, 2023 for the annual 2024 filing

Schedule 13D & 13G: Modernization of Beneficial Ownership Reporting: Forms

While a primary update of the mandate is to add XML to these existing forms, there are a few additional updates worth being aware of:

Key points:

• Reporting deadline periods are shortened for Schedule 13D and 13G filers
• Requires disclosure of cash-settled derivative securities
• Additional details can be found in the fact sheet

Compliance:

Mandatory compliance for the XML-based SC 13D & SC 13G starts 12/18/2024.

The work to transition these filing types to XML output is in progress. N-PX will be available first, followed by 13D and 13G. These filings will be facilitated by a spreadsheet template that will be made available from support.

Form SHO: ​​Short Position and Short Activity Reporting by Institutional Investment Managers

This new mandate requires a new form, Form SHO, where data will be reported in XML format. Technical specifications for SHO have not yet been released by the SEC. 

Key Points:

• Institutional investment managers that meet or exceed certain prescribed reporting thresholds will report on Form SHO certain short position and short activity data for equity securities.
• Additional details can be found in the fact sheet