Presidential DocumentExecutive Order 143662025-23093
Protecting American Investors From Foreign-Owned and Politically-Motivated Proxy Advisors
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
December 16, 2025
Signed
December 11, 2025
Issuing agencies
Executive Office of the President
Full Text
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<title>Federal Register, Volume 90 Issue 239 (Tuesday, December 16, 2025)</title>
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[Federal Register Volume 90, Number 239 (Tuesday, December 16, 2025)]
[Presidential Documents]
[Pages 58503-58505]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-23093]
Presidential Documents
Federal Register / Vol. 90, No. 239 / Tuesday, December 16, 2025 /
Presidential Documents
[[Page 58503]]
Executive Order 14366 of December 11, 2025
Protecting American Investors From Foreign-Owned
and Politically-Motivated Proxy Advisors
By the authority vested in me as President by the
Constitution and the laws of the United States of
America, it is hereby ordered:
Section 1. Purpose. Unbeknownst to many Americans, two
foreign-owned proxy advisors, Institutional Shareholder
Services Inc. and Glass, Lewis & Co., LLC, play a
significant role in shaping the policies and priorities
of America's largest companies through the shareholder
voting process. These firms, which control more than 90
percent of the proxy advisor market, advise their
clients about how to vote the enormous numbers of
shares their clients hold and manage on behalf of
millions of Americans in mutual funds and exchange
traded funds. Their clients' holdings often constitute
a significant ownership stake in the United States'
largest publicly traded companies, and their clients
often follow the proxy advisors' advice.
As a result, these proxy advisors wield enormous
influence over corporate governance matters, including
shareholder proposals, board composition, and executive
compensation, as well as capital markets and the value
of Americans' investments more generally, including
401(k)s, IRAs, and other retirement investment
vehicles. These proxy advisors regularly use their
substantial power to advance and prioritize radical
politically-motivated agendas--like ``diversity,
equity, and inclusion'' and ``environmental, social,
and governance''--even though investor returns should
be the only priority. For example, these proxy advisors
have supported shareholder proposals requiring American
companies to conduct racial equity audits and
significantly reduce greenhouse gas emissions, and one
continues to provide guidance based on the racial or
ethnic diversity of corporate boards. Their practices
also raise significant concerns about conflicts of
interest and the quality of their recommendations,
among other concerns. The United States must therefore
increase oversight of and take action to restore public
confidence in the proxy advisor industry, including by
promoting accountability, transparency, and
competition.
Sec. 2. Protecting Investors from Politicized Advice.
(a) The Chairman of the Securities and Exchange
Commission (SEC) shall review all rules, regulations,
guidance, bulletins, and memoranda relating to proxy
advisors. Consistent with the Administrative Procedure
Act (APA) (5 U.S.C. 551 et seq.), the SEC Chairman
shall consider revising or rescinding those rules,
regulations, guidance, bulletins, and memoranda that
are inconsistent with the purpose of this order,
especially to the extent that they implicate
``diversity, equity, and inclusion'' and
``environmental, social, and governance'' policies.
(b) Consistent with the APA, the SEC Chairman shall
consider revising or rescinding all rules, regulations,
guidance, bulletins, and memoranda relating to
shareholder proposals, including Rule 14a-8 (17 CFR
240.14a-8), that are inconsistent with the purpose of
this order.
(c) The SEC Chairman shall:
(i) enforce the Federal securities laws' anti-fraud provisions with respect
to material misstatements or omissions contained in proxy advisors' proxy
voting recommendations;
(ii) assess whether to require proxy advisors whose activities fall within
the scope of the Investment Advisers Act of 1940 (15 U.S.C. 80b-1 et
[[Page 58504]]
seq.) and the rules promulgated thereunder, to register as Registered
Investment Advisers;
(iii) consider requiring proxy advisors to provide increased transparency
on their recommendations, methodology, and conflicts of interest,
especially regarding ``diversity, equity, and inclusion'' and
``environmental, social, and governance'' factors;
(iv) analyze whether, and under what circumstances, a proxy advisor serves
as a vehicle for investment advisers to coordinate and augment their voting
decisions with respect to a company's securities and, through such
coordination and augmentation, form a group for purposes of sections
13(d)(3) and 13(g)(3) of the Securities Exchange Act of 1934 (15 U.S.C. 78a
et seq.); and
(v) direct SEC staff to examine whether the practice of Registered
Investment Advisers engaging proxy advisors to advise on (and following the
recommendations of such proxy advisors with respect to) non-pecuniary
factors in investing, including, as appropriate, ``diversity, equity, and
inclusion'' and ``environmental, social, and governance'' factors, is
inconsistent with their fiduciary duties.
Sec. 3. Unfair, Deceptive, or Anticompetitive
Practices. (a) The Chairman of the Federal Trade
Commission (FTC), in consultation with the Attorney
General, shall review ongoing State antitrust
investigations into proxy advisors and determine if
there is a probable link between conduct underlying
those investigations and violations of Federal
antitrust law.
(b) The FTC Chairman, under the authorities
provided in the Federal Trade Commission Act (15 U.S.C.
41 et seq.) and in consultation with the Attorney
General, as appropriate, shall investigate whether
proxy advisors engage in unfair methods of competition
or unfair or deceptive acts or practices that harm
United States consumers by:
(i) conspiring or colluding, explicitly or implicitly, to diminish the
value of consumer investments (including pensions and retirement accounts);
(ii) failing to adequately disclose conflicts of interest;
(iii) providing misleading or inaccurate information;
(iv) undermining the ability of consumers to make informed choices; or
(v) otherwise engaging in conduct that violates the antitrust laws as
defined in 15 U.S.C. 12(a) or section 5 of the Federal Trade Commission Act
(15 U.S.C. 45).
Sec. 4. Protecting Pensions and Retirement Plans. (a)
The Secretary of Labor shall, consistent with the APA,
take steps to revise all regulations and guidance
regarding the fiduciary status of individuals who
manage, or, like proxy advisors, advise those who
manage, the rights appurtenant to shares held by plans
covered under the Employee Retirement Income Security
Act of 1974 (ERISA) (29 U.S.C. 1001 et seq.), including
proxy votes and corporate engagement, consistent with
the policy of this order. The Secretary of Labor shall
consider whether these proposed revisions should
include amendments to specify that any individual who
has a relationship of trust and confidence with their
client, including any proxy advisor, and who provides
advice for a fee or other compensation, direct or
indirect, with respect to the exercise of the rights
appurtenant to shares held by ERISA plans, is an
investment advice fiduciary under ERISA.
(b) The Secretary of Labor shall take all
appropriate action to strengthen the fiduciary
standards of pension and retirement plans covered under
ERISA. Such action shall include assessing whether
proxy advisors act solely in the financial interests of
plan participants and the extent to which any of their
practices undermine the pecuniary value of the assets
of ERISA plans.
(c) The Secretary of Labor shall take all
appropriate action to enhance transparency concerning
the use of proxy advisors, particularly regarding
[[Page 58505]]
``diversity, equity, and inclusion'' and
``environmental, social, and governance'' investment
practices.
Sec. 5. General Provisions. (a) Nothing in this order
shall be construed to impair or otherwise affect:
(i) the authority granted by law to an executive department or agency, or
the head thereof; or
(ii) the functions of the Director of the Office of Management and Budget
relating to budgetary, administrative, or legislative proposals.
(b) This order shall be implemented consistent with
applicable law and subject to the availability of
appropriations.
(c) This order is not intended to, and does not,
create any right or benefit, substantive or procedural,
enforceable at law or in equity by any party against
the United States, its departments, agencies, or
entities, its officers, employees, or agents, or any
other person.
(d) The costs for publication of this order shall
be borne by the Department of Labor.
<GRAPHIC(S) NOT AVAILABLE IN TIFF FORMAT>
(Presidential Sig.)
THE WHITE HOUSE,
December 11, 2025.
[FR Doc. 2025-23093
Filed 12-15-25; 11:15 am]
Billing code 4510-FN-P
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</html>Indexed from Federal Register on December 16, 2025.
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