Letter To SEC Chair Atkins On Proxy Advisor Executive Order

Earlier this month, Senator Elizabeth Warren, in her capacity as Ranking Member of the Senate Banking, Housing, and Urban Affairs Committee, sent a letter to Securities and Exchange Commission ("SEC") Chairman Atkins, in response to an executive order titled "Protecting American Investors from Foreign-Owned and Politically-Motivated Proxy Advisors" (the "Executive Order"). The Executive Order's stated purpose is to restore public confidence in the proxy advisory industry by promoting accountability, transparency and competition by addressing the substantial power proxy advisors have "to advance and prioritize radical politically-motivated agendas," including by advancing diversity, equity and inclusion and environmental, social and governance ("DEI and ESG") initiatives. As such, the Executive Order directs the SEC to review SEC rules related to proxy advisors and shareholder voting.

Senator Warren's letter argues that, rather than seeking changes that would bring accountability or transparency to the proxy advisory industry, the Executive Order seeks to undermine investor influence over the management of public companies by asking the SEC to conduct a "sweeping review aimed at unwinding policies designed to help shareholders influence the actions of corporate directors." Among other things, the Senator points to the Executive Order's direction that the SEC review, and possibly revise or rescind, Rule 14a-8.

Senator Warren's letter highlights certain actions that the Executive Order requires of the SEC, and requests that the SEC explain the steps it has taken in furtherance of these. In addition, the letter asks for information pertaining to the scope and findings of any SEC examinations, in all instances no later than February 25, 2026. Among other things, Senator Warren highlights the Executive Order's directions to the SEC to: (i) review all rules, regulations and guidance related to proxy advisors, importantly, including considering revising or rescinding all rules and regulations, including, as noted above, Rule 14a-8, that are inconsistent with the Executive Order; (ii) determine whether proxy advisors should be registered investment advisers under the Investment Advisers Act; (iii) determine whether proxy advisors should be required to provide transparency into certain recommendations and possible conflicts of interest, especially related to DEI and ESG proposals; (iv) determine whether proxy advisors serve as a vehicle for investment advisers to coordinate voting in way that would require such parties report as a "group" under certain Exchange Act provisions; and (v) examine whether registered investment advisers engaging proxy advisors to advise on non-pecuniary factors, including those related to DEI and ESG, is consistent with the fiduciary duties of advisers.

Senator Warren concludes by asking the SEC to explain how compliance with the Executive Order will impact institutional investors' ability to make "timely, informed voting decisions," as well as the impact that compliance will have on other agency actions. The Executive Order can be found here: Protecting American Investors From Foreign-Owned and Politically-Motivated Proxy Advisors executive order. The letter can be found here: Senator Warren February 1, 2026 Letter to Chairman Atkins.

Visit us at mayerbrown.com

Mayer Brown is a global services provider comprising associated legal practices that are separate entities, including Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England & Wales), Mayer Brown (a Hong Kong partnership) and Tauil & Chequer Advogados (a Brazilian law partnership) and non-legal service providers, which provide consultancy services (collectively, the "Mayer Brown Practices"). The Mayer Brown Practices are established in various jurisdictions and may be a legal person or a partnership. PK Wong & Nair LLC ("PKWN") is the constituent Singapore law practice of our licensed joint law venture in Singapore, Mayer Brown PK Wong & Nair Pte. Ltd. Details of the individual Mayer Brown Practices and PKWN can be found in the Legal Notices section of our website. "Mayer Brown" and the Mayer Brown logo are the trademarks of Mayer Brown.

© Copyright 2026. The Mayer Brown Practices. All rights reserved.

This Mayer Brown article provides information and comments on legal issues and developments of interest. The foregoing is not a comprehensive treatment of the subject matter covered and is not intended to provide legal advice. Readers should seek specific legal advice before taking any action with respect to the matters discussed herein.

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.