11/12/2025
White House Explores Rules That Would Upend Shareholder Voting
Wall Street Journal (11/12/25) Pitcher, Jack; Glazer, Emily
The White House is exploring new measures to curb the influence of proxy advisers and index-fund managers, wading into a hot-button debate raised by high-profile CEOs including Elon Musk and Jamie Dimon in recent months. Trump administration officials are discussing at least one executive order that would restrict proxy-advisory firms such as Institutional Shareholder Services and Glass Lewis, people familiar with the matter said. That could include a broad ban on shareholder recommendations or an order blocking recommendations on companies that have engaged proxy advisers for consulting work, the people said. Officials also are exploring limits on how index-fund managers are allowed to vote, seeking to curtail the power of such behemoths as BlackRock (BLK), Vanguard Group, and State Street (STT), the people said. These three together own on behalf of clients roughly 30% or more of many of the biggest U.S. publicly traded companies. One measure being discussed would require these index-fund managers to mirror their votes in line with clients who choose to vote. The discussions, which have been going on for weeks, are still fluid, and various drafts of the proposed executive order have been circulating. Any moves by the White House would add to pressure surrounding ISS and Glass Lewis, the two biggest proxy advisers. The firms are under attack from JPMorgan Chase’s JPM -0.40%decrease; red down pointing triangle Dimon, who has said they have conflicts of interest, and Tesla’s Musk, who has called them “corporate terrorists.” Meanwhile, a newer entrant, Broadridge Financial Solutions, is seeking to siphon off some of their clients. A White House official said, “Until officially announced by the White House, discussion about potential executive orders is speculation.” ISS and Glass Lewis provide recommendations to asset managers on how to vote on shareholder ballots on topics ranging from executive pay packages to environmental goals. Musk recently lashed out at the firms when they recommended a “no” vote on his historic $1 trillion pay package. Tesla shareholders approved the plan last week. In a statement, ISS said it is a registered investment adviser already regulated by the Securities and Exchange Commission and is committed to operating in a transparent and ethical manner. “ISS is proud of its history of providing high-quality, independent and objective advice,” it said. A spokeswoman for Glass Lewis said providing consulting services to boards and advising shareholders on how to vote creates “significant conflict of interest” but also said the firm prefers that such matters be handled through the regulatory process rather than executive orders. Glass Lewis recently said it would no longer offer its “benchmark” voting recommendations to clients starting in 2027, referring to the firm’s main vote recommendations that are distributed broadly, focusing on tailored advice to individual clients instead. At least one executive from Broadridge has been actively lobbying on Capitol Hill, trying to convince lawmakers that the firm is different from ISS and Glass Lewis. One of the main points: Broadridge isn’t giving corporate clients advice or trying to steer shareholder voting, but rather providing research and voting-infrastructure services. “Broadridge is not a proxy adviser,” the firm said in a statement. “We do not provide proxy voting recommendations nor do we have the intention to do so in the future.” Broadridge is making inroads with some large clients. Goldman Sachs Asset Management and J.P. Morgan Asset Management have both shifted their business to Broadridge, people familiar with the matter said. Broadridge also has hired away or is attempting to recruit executives from the proxy-advisory firms and large asset managers, people involved in the discussions said. Major index-fund managers such as BlackRock, Vanguard and State Street have investment-stewardship teams that make voting decisions on behalf of clients who hold their funds. These index-fund managers tend to vote with corporate management. Carl Icahn refers to the big three index-fund managers as a “cartel,” he recently told The Wall Street Journal, arguing that they have made it impossible for activists to run proxy fights for control of corporate boards. The index-fund managers have all introduced investor-choice programs in recent years that allow some clients to make voting decisions themselves, though there are logistical hurdles to full implementation. Large asset managers are able to put the necessary resources into voting their shares in accordance with their fiduciary duties to clients. But smaller fund managers tend to rely more heavily on firms such as ISS for advice on hundreds of ballot proposals. A measure that curtails those services would be disruptive, some investors said. “There’s a need for the service—they really add value for the average investor, though it’s sometimes hard to tell whether their recommendations are good or not,” said Tao Li, a University of Florida finance professor who studies the firms. “It’s a cheap defense against lawsuits from the investor’s own clients: We’re using a reputable third-party service provider.” Proxy advisers have said that they offer data and analysis to investors, who make the final decision on how to vote. Critics have said voting recommendations from ISS and Glass Lewis often carry the day, forcing boards to follow pay and governance practices they might otherwise eschew. The White House also is considering a directive, some of the people said, to raise the requirements for investors seeking to put a proposal to a shareholder vote through an annual proxy statement. Currently, shareholders holding as little as $2,000 of securities for a minimum of three years can put forth proposals, often to the annoyance of corporate management.
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