ARTICLE
9 January 2026

JPMorgan's Split With Proxy Advisers: A Harbinger For The 2026 Proxy Season

FH
Foley Hoag LLP

Contributor

Foley Hoag provides innovative, strategic legal services to public, private and government clients. We have premier capabilities in the life sciences, healthcare, technology, energy, professional services and private funds fields, and in cross-border disputes. The diverse experiences of our lawyers contribute to the exceptional senior-level service we deliver to clients.
In an industry-first move, the Wall Street Journal reports that JPMorgan Chase's asset‑management arm has cut all ties with the major proxy advisory firms...
United States Corporate/Commercial Law
Ryan M. Rourke Reed’s articles from Foley Hoag LLP are most popular:
  • in United Kingdom
  • with readers working within the Insurance industries
Foley Hoag LLP are most popular:
  • within Antitrust/Competition Law and Immigration topic(s)

In an industry-first move, the Wall Street Journal reports that JPMorgan Chase's asset‑management arm has cut all ties with the major proxy advisory firms, effective immediately, according to an internal memo cited by the paper. The firm will instead rely on an internal, artificial‑intelligence‑enabled platform, "Proxy IQ," to guide voting at U.S. companies in the upcoming proxy season. While JPMorgan declined comment, the Journal's reporting—echoed by follow‑on wire coverage—frames the decision as a significant break from the prevailing reliance on third‑party voting recommendations. 

This development follows mounting political and regulatory scrutiny of the proxy advisory industry and institutional voting practices. As our prior post  discussed, the White House has been weighing measures that could restrict aspects of proxy advice and index‑fund voting and potentially tighten shareholder proposal eligibility—changes that, if implemented, would materially affect how votes are cast and how boards engage with investors. Against that backdrop, a large asset manager's move to internalize research and recommendations—particularly via an AI‑driven tool—underscores a broader re‑assessment of stewardship workflows and reliance on external advisers. 

In addition, a December executive order directed the SEC, FTC, and DOL to consider a suite of measures touching proxy advice, potential conflicts, beneficial‑ownership "group" analysis, and ERISA fiduciary standards—all of which could impact proxy advisory firms' approach to proposals implicating diversity, equity, and inclusion and environmental, social, and governance policies. Even with important legal constraints on the SEC's use of the federal proxy rules to regulate proxy advisory firms following the D.C. Circuit opinion in Institutional Shareholder Servs., Inc. v. SEC, the order signals intensified scrutiny that may affect advisory practices this season and beyond. 

If other managers follow JPMorgan's lead, issuers could see more heterogeneous voting outcomes as firm‑specific methodologies replace benchmark recommendations, potentially changing engagement dynamics and vote predictability on director elections, say‑on‑pay, and ESG‑related items. Smaller managers that historically leaned on advisory research may face cost and operational pressures if they shift to in‑house models, while larger firms adopting client‑choice or internal platforms will need robust controls, disclosures, and audit trails—especially as regulators eye AI governance and data‑protection obligations. 

For public companies, the near‑term practical takeaway is twofold. First, revisit investor‑engagement plans with an eye to firm‑specific stewardship teams and methodologies, recognizing that "one‑size‑fits‑all" recommendations may play a smaller role if large managers internalize research. Second, prepare for evolving regulatory expectations around proxy advice and shareholder proposals, including potential changes to Rule 14a‑8 thresholds and resubmission standards signaled in recent commentary. Companies should track how influential managers describe their voting frameworks this season—and how those frameworks integrate AI tools—so that disclosures and outreach can meet investors where they are. 

We will monitor for any formal confirmation from JPMorgan and for indications that peers will adopt similar internal voting systems ahead of the 2026 proxy season. We are also watching for agency actions following the December executive order and any indirect impacts to proxy‑process timelines, data‑governance requirements, and the use of advisory research by registered investment advisers. 

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

[View Source]

Mondaq uses cookies on this website. By using our website you agree to our use of cookies as set out in our Privacy Policy.

Learn More