13F voting authority: sole, shared and none
13F voting authority is the last column of the Information Table, and it answers a different question from the rest of the filing. Columns 1 to 7 say what a manager held and who decided to hold it. Column 8 says who may vote it. A manager can appear on paper to control a large position and report that it votes none of it. This guide explains the three voting buckets and the deeming rule that puts routine-only voters in the "none" column. It is not investment advice.
Definition
13F voting authority
is Column 8 of the Form 13F Information Table. For each holding the manager reports the number of shares it may vote with sole authority, with shared authority, and with none. A manager that may vote only on routine matters is treated as having no voting authority. Source: SEC, Form 13F.
How is 13F voting authority reported?
Column 8 is split into three sub-columns: sole, shared and none. The manager enters the number of shares in each, for that line of the table. Because Columns 4, 5 and 8 are segregated the same way, the voting split is reported per line rather than per issuer, and a holding split across sole and shared investment discretion appears on more than one line with its own voting split each time.
| Sub-column | What it counts |
|---|---|
| Sole | Shares the manager alone may vote |
| Shared | Shares the manager may vote jointly with another party |
| None | Shares the manager may not vote, including routine-only cases |
The routine and non-routine rule
This is the part that surprises people reading the column for the first time. The SEC deems a manager that exercises sole voting authority over routine matters, and has no authority on non-routine matters, to have no voting authority for Form 13F purposes.
The form draws the line explicitly. Non-routine matters include a contested election of directors, a merger, a sale of substantially all of the assets, a change in the articles of incorporation affecting shareholder rights, and a change in fundamental investment policy. Routine matters include selecting an accountant, an uncontested election of directors, and approving an annual report.
5 matters
Items Form 13F names as non-routine, including a contested board election, a merger and a sale of substantially all assets
Source: SEC, Form 13F Special Instruction 11.b.viii
What voting authority does not tell you
It does not tell you who owns the shares. Form 13F is a disclosure of investment discretion over Section 13(f) securities, not a beneficial-ownership report, and the voting columns describe a power rather than a claim on the economics. Ownership above 5 percent with control intent is reported separately: see 13F vs 13D and what is a Schedule 13D filing.
It also does not tell you how the manager voted. That shows up later, in the annual Form N-PX for registered funds, and in the company's own voting results filing.
Column 8 sits at the end of the 13F Information Table. Flock keeps each decoded holding linked to the filing and the period it came from, so you can go back to the source table on EDGAR. What it means for your money is your call to make.
Frequently asked questions
What is voting authority on a Form 13F?
Column 8 of the Information Table. For each holding the manager enters the number of shares over which it has sole voting authority, shared voting authority, or no voting authority. The three numbers usually add up to the share count in Column 5. Source: SEC, Form 13F Special Instruction 11.b.viii.
What counts as a non-routine matter?
The SEC names a contested election of directors, a merger, a sale of substantially all assets, a change in the articles affecting shareholder rights, and a change in fundamental investment policy. Routine matters include selecting an accountant and an uncontested board election. Source: SEC, Form 13F.
Why would a manager report zero voting authority?
Either the client kept the vote, or the manager can vote only on routine matters. A manager with sole authority over routine matters and none over non-routine matters is deemed by the SEC to have no voting authority for Form 13F purposes. Source: SEC, Form 13F.
Does voting authority tell you who owns the shares?
No. Form 13F reports investment discretion, not beneficial ownership, and the voting columns describe who may vote rather than who owns. Beneficial ownership above 5 percent is reported separately on Schedule 13D or 13G. Source: SEC.
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