Overview
- Signed on Dec. 11, the executive order instructs the SEC, FTC in consultation with DOJ, and the Labor Department to heighten oversight of the proxy advisory industry without immediately changing existing law.
- The SEC is directed to reassess Rule 14a-8 and related shareholder‑proposal guidance, consider requiring proxy advisers to register as investment advisers, enforce anti‑fraud provisions on voting advice, and evaluate disclosures on methodologies and conflicts.
- The order asks the SEC to analyze whether coordination with proxy advisers could form investor “groups” under Sections 13(d) and 13(g), and to examine whether investment advisers relying on non‑pecuniary factors meet their fiduciary duties.
- The FTC, working with DOJ, is tasked with reviewing state antitrust probes and investigating potential unfair or deceptive practices by proxy advisers, including inadequate conflict disclosure or misleading recommendations.
- The Labor Department is directed to revisit ERISA fiduciary standards for proxy voting, focusing on plan participants’ financial interests, as business groups applaud the move and governance advocates warn it could weaken shareholder influence; proxy firms have already begun policy shifts, including Glass Lewis’ planned SEC registration and ISS’ 2026 policy updates.