What Voting Authority Means in 13F Filings: Sole, Shared, None Explained

What Are Voting Authority Fields?

Every line item in a 13F filing includes three numbers beyond shares and value: voting authority sole, voting authority shared, and voting authority none. Together, they must add up to the total share count. They answer a simple question: how much control does the filer have over voting these shares?

The Three Fields Explained

Field	Meaning	Example
Sole	The filer has exclusive authority to vote these shares	A hedge fund holding shares directly
Shared	The filer shares voting power with another entity	A bank managing shares where the client retains partial voting rights
None	The filer has no voting authority over these shares	A custodian holding shares on behalf of clients who vote themselves

Why It Matters

Voting authority reveals the difference between economic ownership and control. A fund can hold 10 million shares but have voting authority over only 2 million. That means someone else — a client, a sub-advisor, or a custodian — is making the voting decisions for the other 8 million.

This distinction matters most during proxy fights, shareholder votes, and activist campaigns. If a large holder reports 90% of its shares in the “none” bucket, it cannot actually influence corporate governance even though it “owns” a huge position.

Patterns by Filer Type

Hedge funds and concentrated managers

Typically report most shares in the sole column. A fund like Pershing Square or TCI Fund Management controls the voting for nearly all its positions. This means when they own 10% of a company, they can vote those shares in a proxy fight.

Large banks and broker-dealers

Report significant shares in shared and none. Citigroup or JPMorgan hold client assets in various arrangements. The bank may have investment discretion (choosing what to buy) but not voting discretion (choosing how to vote).

Index fund managers

Large index managers like Vanguard and BlackRock typically hold most shares with sole voting authority, even though the underlying funds are passive. This gives index providers enormous proxy voting power — a topic of increasing regulatory scrutiny.

How to Use This Data

For activism analysis: Check the sole voting column. Only those shares can be directly voted by the filer in a proxy fight.
For governance influence: A filer with 5% of outstanding shares but 0% sole voting authority has economic exposure but no governance power.
For custodian identification: If a filer reports nearly all shares in the “none” column, it is likely a custodian — it holds the shares but someone else makes the decisions.

Frequently Asked Questions

Do voting authority fields affect the reported value of a 13F holding?

No. The value and share count are the same regardless of voting authority. Voting fields are metadata about control, not about the size of the position.

Can a filer have sole voting authority over all its shares?

Yes. Many hedge funds and active managers report 100% sole voting authority because they manage the capital directly with full discretion.

Why would a filer report voting authority as "none"?

Typically because it is a custodian or a sub-advisor that has investment discretion (choosing what to buy) but not proxy voting rights (choosing how to vote in shareholder meetings).