Executive Order 14366

Protecting American Investors From Foreign-Owned and Politically-Motivated Proxy Advisors

Signed December 11, 2025, printed at 90 FR 58503. 4 sections of substance, 1,275 words.

In plain English

This order is about proxy advisors. These firms tell big investors how to vote. It says two of them have too much sway. It asks the SEC to look at its rules.

Read it at the Federal Register →

Sec. 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

In plain English

This is about proxy advisors. Two firms hold over 90 percent of that market. They tell big investors how to vote.

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'

In plain English

This tells the SEC to review its rules. It must consider dropping ones tied to DEI or ESG. A law sets how that is done.

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;

In plain English

This is about fair play. The trade commission must review state cases on those firms. It must open its own inquiry.

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

In plain English

This is about pension plans. Labor must redo its rules on who owes a duty of care. That covers those who advise on share votes.

Sec. 5. General Provisions

Every order carries this. It is not what the order does.

(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.

In plain English

This is the closing clause that nearly every order carries. It says the order does not change what the law already allows. It also says no one can sue to enforce it.

How this order is quoted

Each section is quoted as the order prints it, under its own number and heading. Executive orders are United States government works and are not under copyright. Long sections are cut at a sentence and the whole order is a click away.