Senator Warren Questions SEC Chair on Proxy Advisor Executive Order

Senate Banking Committee Ranking Member Elizabeth Warren asked SEC Chair Paul Atkins how the agency is implementing President Trump’s Executive Order targeting proxy advisory firms and "the impacts the Order will have on shareholders' ability to hold corporate executives accountable."

In her letter, Senator Warren argued that proxy advisors serve as essential "information intermediaries" that allow institutional investors to make educated voting decisions independent of management's perspective. Senator Warren asserted that the Executive Order, which accuses proxy firms of advancing "radical politically-motivated agendas," like DEI and ESG, is actually a "multi-faceted ploy" designed to weaken shareholder rights. She claimed that the directive seeks to insulate corporate executives from investor accountability under the guise of "restor[ing] public confidence."

Senator Warren requested detailed information regarding the SEC's compliance with the Order, specifically asking for (i) a list of all rules and guidance being reviewed for revision or rescission, particularly SEA Rule 14a-8 ("Shareholder proposals") regarding shareholder proposals; (ii) steps taken to enforce anti-fraud provisions regarding voting recommendations; and (iii) assessments on whether proxy advisors should be required to register as Registered Investment Advisers or disclose conflicts related to "non-pecuniary" factors.

Senator Warren also called on Mr. Atkins to explain how complying with the Order will affect the agency's prioritization of other enforcement actions, requesting a response by February 25, 2026.