# Proposed Collection; Comment Request; Extension: Form N-PX
*Upon Written Request, Copies Available From:* Securities and Exchange Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 20549-2736.
Notice is hereby given that, pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 *et seq.* ) (“Paperwork Reduction Act”), the Securities and Exchange Commission (the “Commission”) is soliciting comments on the collection of information summarized below. The Commission plans to submit this existing collection of information to the Office of Management and Budget (“OMB”) for extension and approval.
On November 2, 2022, the Commission adopted rule and form amendments (“Amendments”) that would enhance the information funds report on Form N-PX and make that information easier to analyze. [^1] The Commission also adopted a new rule that would require an institutional investment manager subject to section 13(f) of the Securities Exchange Act of 1934 (“Exchange Act”) to report annually on Form N-PX how it voted proxies relating to executive compensation matters, as required by section 14A of the Exchange Act. The Amendments require funds (and, for executive compensation matters, institutional investment managers) to (i) identify voting matters using language from the issuer's form of proxy (with certain exceptions for issuers who are not subject to the Commission's proxy rules) and categorize their votes from a list of categories; (ii) disclose quantitative information regarding the number of votes cast (or instructed to be cast) and the number of shares not voted because they are out on loan; and (iii) file reports in an XML structured data language using a standardized format. In addition, the Amendments included changes to Forms N-1A, N-2, and N-3 that require funds, if they have a website, to disclose that their proxy voting records are publicly available on or through their websites, free of charge, and to make this information available on or through its website as soon as reasonably practicable after filing a report on Form N-PX with the Commission.
[^1] Enhanced Reporting of Proxy Votes by Registered Management Investment Companies; Reporting of Executive Compensation Votes by Institutional Investment Managers, Investment Company Release No. 34745 (November 2, 2022) [87 FR 78770 (Dec. 22, 2022)] (“Adopting Release”).
The purpose of Form N-PX is to meet the filing and disclosure requirements of rules under the Act and also to enable funds to provide investors with information necessary to evaluate overall patterns in the manager's voting behavior. This information collection is primarily for the use and benefit of investors. The information filed with the Commission also permits the verification of compliance with securities law requirements and assures the public availability and dissemination of the information. Due to the Amendments, Form N-PX will also be used by institutional investment managers to meet the filing and disclosure requirements of section 14A under the Exchange Act.
The table below summarizes our estimates associated with the amendments to Form N-PX that the Amendments address:
| | Internal | Internal | | Wage rate | Internal | Annual |
| --- | --- | --- | --- | --- | --- | --- |
| | | | | | | |
| Estimated annual burden of current Form N-PX per response | | 7.2 | × | $400 | $2,880 | $1,000 |
| Estimated initial burden to accommodate new reporting requirements | 36 | 12 | × | 349 | $4,188 | $500 |
| Additional estimated annual burden associated with amendments to Form N-PX | | 12 | × | 349 | $4,188 | $1,000 |
| Website availability requirement | | 0.5 | × | 272 | $136 | |
| Estimated number of annual responses | | | | | | |
| Total annual burden | | 188,490 | | | $67,737,479 | $14,865,142 |
| | | | | | | |
| Estimated annual burden of current Form N-PX per response | | 0.17 | × | 400 | $68 | |
| Additional estimated annual burden associated with amendments to Form N-PX | | | | | | |
| Estimated number of annual responses | | | | | | |
| Total annual burden | | 440 | | | $176,005 | |
| | | | | | | |
| Estimated annual burden of current Form N-PX per response | | 1 | × | 400 | $400 | $100 |
| Additional estimated annual burden associated with amendments to Form N-PX | | 0.5 | × | 400 | $200 | $100 |
| Website availability requirement | | 0.5 | × | 272 | $136 | |
| Estimated number of annual responses | | | | | | |
| Total annual burden | | 3,238 | | | $1,191,584 | $323,800 |
| | | | | | | |
| Changes to systems to accommodate new reporting requirements | 45 | 15 | × | 349 | $5,235 | $500 |
| Estimated annual burden associated with Form N-PX filing requirement | | 7.5 | × | 343 | $2,573 | $2,000 |
| Estimated number of annual responses | | | | | | |
| Total annual burden | | 188,572 | | | $65,438,848 | $20,952,500 |
| | | | | | | |
| Currently Approved Burden | | 47,984 | | | | $17,657,958 |
| Additional Burden Associated with Amendments | | 332,757 | | | | $18,483,484 |
| Total Burden | | 380,741 | | | | $36,141,445 |
The table above summarizes our PRA initial and ongoing annual burden estimates associated with Form N-PX, as amended. In the aggregate, we estimate the total annual burden to comply with amended Form N-PX to be 380,741 hours, with an average external cost of $36,141,445.
Compliance with Form N-PX is mandatory. Responses to the collection of information requirements will not be kept confidential.
The estimate of average burden hours is made solely for the purposes of the Paperwork Reduction Act and is not derived from a comprehensive or even a representative survey or study of the costs of Commission rules and forms. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid OMB control number.
Written comments are invited on: (a) whether the proposed collection of information is necessary for the proper performance of the functions of the Commission, including whether the information shall have practical utility; (b) the accuracy of the Commission's estimate of the burden of the collection of information; (c) ways to enhance the quality, utility, and clarity of the information collected; and (d) ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology. Consideration will be given to comments and suggestions submitted by July 10, 2023.
An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information under the PRA unless it displays a currently valid OMB control number.
Please direct your written comments to: David Bottom, Director/Chief Information Officer, Securities and Exchange Commission, c/o John Pezzullo, 100 F Street NE, Washington, DC 20549 or send an email to: *[email protected]* .
Dated: May 5, 2023.
J. Matthew DeLesDernier,
Deputy Secretary.