Proxy advisory firms—principally ISS and Glass Lewis—and large institutional investors, such as Blackrock, Vanguard, State Street and Fidelity, have long played a central role in shaping shareholder voting outcomes at U.S. public companies.

Historically, for a significant portion of U.S. public company shares, especially retail holders and mutual fund and ETF investors, shareholder voting decisions are not made by the beneficial owners of the stock, but rather their investment advisers, who often follow the voting recommendations of proxy advisory firms and may use the voting principles of large institutional investors as guidance.

Recent backlash targeting proxy advisory firms and large institutional investors, like the executive order issued by President Trump in December 2025, as well as a litany of committee hearings in the House of Representatives scrutinizing the influence and power of proxy advisory firms and various state Attorneys General investigations and lawsuits against ISS and Glass Lewis may result in a shift in how voting decisions may be made going forward. Against the backdrop of these developments, the key question for U.S. public companies and their boards is, “who will be driving voting outcomes—and how should companies respond?” (more…)