Proxy advisory firm Institutional Shareholder Services (ISS) is pushing back on the U.S. Securities and Exchange Commission’s (SEC) demand for data from the company on its clients’ voting decisions.
The SEC is seeking an order in a U.S. district court to enforce compliance with a subpoena seeking certain information from ISS, including data on proxy voting decisions by the firm’s investor clients.
Now, ISS has filed a response to the regulator’s action, arguing that it has a duty to protect its clients’ privacy from an unprecedented data request that it characterizes as “unwarranted government overreach.”
The firm said it’s been willing to comply with most of the subpoena’s demands, but not to provide data that would reveal clients’ specific votes.
“The agency has articulated no legitimate investigative purpose for insisting that ISS turn over data allowing the SEC to determine how every single ISS client voted on every single shareholder issue for every single vote contained in ISS’ records for nearly four years,” it said in its filing.
Rather than a legitimate investigation, the firm indicated that the SEC’s demand reflects a political agenda, stemming from an executive order issued in December 2025 that calls on the regulator to investigate ISS and clients that have positions on “diversity, equity and inclusion” and “environmental, social and governance” issues that are at odds with the current administration’s views.
“Tellingly, the SEC’s application practically admits that its investigation was prompted by the executive order,” the filing said, adding that this could open the door to future administrations pursuing their own political agendas through the regulator.
“The First Amendment protects investors from unjustified efforts to pry into their protected views, no matter what those views are,” the firm said. It added that free speech arguments aside, there’s no legitimate need for the SEC to obtain client-linked voting data.
If the court does require the firm to comply with the subpoena, the data should be anonymized, and the SEC should be restricted from sharing it with other state and federal agencies, it argued.
“ISS understands and appreciates the SEC’s important role. That is why ISS has cooperated with every other aspect of the SEC’s investigative demands — just as it always has. But when the SEC made an unprecedented request to enable it to identify ISS’ clients who have expressed opinions disfavoured by the administration, ISS reasonably asked the SEC to justify its demand. The SEC still has not done so,” the filing said.