Proxy Advisors

CII strongly supports institutional investors’ right to contract with service providers of their choice including proxy advisors. As owners of millions of shares at thousands of public companies, shareholders rely on the services provided by proxy advisors to make informed voting decisions at company shareholder meetings. According to our recent survey, most investors rely on one or more proxy advisors for research, analysis and data but ultimately make their own voting decisions.

Shareholder participation at the annual meetings of the companies whose shares they own is an integral part of the capital markets. Any impediments placed on the exercise of investors’ ownership rights, including limitations on the ability of investors to get timely, high-quality research from their chosen providers, inhibits those rights and is tantamount to a restriction on investors’ free market decision making. 

Various parties have leveled claims at proxy advisors to justify more laws and regulations, including some so onerous as to represent an existential risk to the firms. Therefore, we thought it would be instructive to explain how investors actually use them and how proxy advisors actually operate. CII’s intent is to dispel claims driving the push for more regulation by contributing the investor’s perspective to the public discussion often overcrowded with non-investor voices.

New: CII Issue Brief: Proxy Advisors and Institutional Investors: Facts and Clarifications
 

CII Correspondence on Proxy Advisors
June 25, 2025 Summary of poll responses during CII webinar on proxy advice
Dec. 23, 2021 CII letter to SEC on proxy voting advice proposal
May 26, 2021 CII letter to TSY/AU on proxy advice
Sept. 24, 2020 CII letter to DOL on Fiduciary Duties Regarding Proxy Voting and Shareholder Rights
Feb. 20, 2020 CII letter to SEC on amendments to exemptions from the proxy rules for proxy voting advice
Feb. 13, 2020 CII and investor letter to SEC on pragmatic problems with proposed proxy advisor regulation
Feb. 13, 2020 CII letter to SEC posing questions on economic analysis
Feb. 4, 2020 CII letter to SEC concerning allegations proxy advisor errors
Jan. 30, 2020 CII letter to SEC on proposed rules for proxy voting advice
   
Amicus Briefs
CII amicus brief to DC Circuit in opposition to NAM appeal
CII amicus brief to DC District in case challenging SEC interpretation of “solicitation”
   
Press Releases
July 13, 2022 Leading Investor Group Applauds SEC Rollback of Onerous Proxy Advice Rules
July 22, 2020 Leading Investor Group Dismayed by SEC Proxy Advice Rules
Jan. 31, 2020 Leading Investor Group Blasts SEC’s Proposed Rules for Proxy Advice and Shareholder Proposals