Nov. 11, 2025 8:00 pm ET
|

President
Trump’s administration is circulating drafts of a proposed
executive order. Evan Vucci/AP
|
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,
Vanguard Group and State
Street, 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 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.
The activist investor 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.
Write to Jack Pitcher at jack.pitcher@wsj.com and
Emily Glazer at Emily.Glazer@wsj.com
Appeared in the November 12, 2025, print edition as 'President Eyes
Curbing Proxy Firms'.