Highlights

• Attorney General James Uthmeier files an enforcement action against ISS and Glass Lewis for misleading Florida retirees in the proxy-voting system.
• The companies allegedly used their market clout to impose ESG-driven corporate governance directives unrelated to financial performance.

Attorney General James Uthmeier has filed an enforcement action against Institutional Shareholder Services (ISS) and Glass Lewis, two businesses that dominate the proxy advisory market.

The filing states that these companies misled Florida consumers, shaped shareholder voting outcomes through undisclosed methods, and used their influence in ways that distort corporate governance for companies held in retirement portfolios.

Florida’s more than one million retirement participants, the complaint says, faced guidance that did not align with traditional financial analysis.

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According to the action, ISS and Glass Lewis promoted themselves as neutral voices in the shareholder-voting system, yet their recommendations reportedly included controversial ESG pressures tied to climate mandates, race- and gender-based quota directives, and governance practices that place companies under legal and financial strain.

The filing asserts that these recommendations arrived through a near-uniform method because the two firms functioned in tandem, which removed meaningful choice for investors and pension funds. Their domination of the proxy advisory sector helped them influence corporate decisions at a national scale.

The complaint adds that Florida retirees and businesses received guidance that omitted material information. Certain voting directives reportedly pushed actions that could violate federal law, even though the firms described their advice as aligned with corporate rules and governance expectations.

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By presenting these recommendations as objective, the firms created an environment that misled consumers about the real nature of their services and the ideological goals enshrined in their voting guidance.

The filing arrives after public concerns about the reach of proxy advisors, including comments by President Trump, who referenced the risks tied to firms such as ISS and Glass Lewis.

According to the action, these companies shaped boardroom decisions through their market control in ways unrelated to shareholder value. This new legal move by Attorney General Uthmeier aims to protect Florida retirees from deceptive practices and restrict the influence of proxy advisors on the corporate voting system.

The state seeks civil penalties, restitution for affected investors, and court orders that stop ISS and Glass Lewis from using their dominance to mislead Florida consumers. The filing also targets practices that enable the firms to restrict competition in the shareholder-voting market, placing Florida’s pension participants and seniors at risk.

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To understand the lawsuit in detail, read here.

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