Firm Challenges Indiana House Bill 1273 Over First Amendment Concerns, Broad Reach and Pressure to Side with Management

San Francisco, April 30, 2026 — Glass Lewis, a leading provider of corporate governance data and insights to institutional investors and companies, today announced it is initiating legal action in the U.S. District Court for the Southern District of Indiana. The firm is contesting the constitutionality of Indiana House Bill 1273 (H.B. 1273), scheduled to take effect July 1, 2026, which violates Glass Lewis’ First Amendment rights, introduces a novel and unworkable definition of “written financial analysis,” and imposes vague and impractical requirements.

Specifically, for any and all recommendations against Management – and only those against Management – the bill requires proxy advisors to provide a so-called “written financial analysis,” that contradicts how proxy advisors and investors evaluate proposals. If Glass Lewis does not comply, it must provide state-mandated disclaimers falsely suggesting that no analysis was performed at all. This pressures Glass Lewis to operate within a rigid framework that may not reflect the nature of its research, and risks creating mixed signals for institutional investors that rely upon it to fulfill their fiduciary responsibilities. The law carries fines for non-compliance and enables litigation from state officials, companies, and shareholders that disagree with Glass Lewis’ vote recommendations.

Moreover, the bill does not stop at Indiana state lines. Instead, the broad scope of H.B. 1273 calls for this disclosure requirement to be delivered to all clients and applied to any vote against management at any and all 22,000 companies in our research universe, regardless of location.

“Our institutional investor clients rely on our independent, unbiased perspective to support their decision-making,” said Nichol Garzon, Glass Lewis’ Chief Legal Officer. “This one-sided bill highlights the legislature’s fundamental misunderstanding of how proxy research informs investor voting. It not only raises serious free speech concerns and invites meritless litigation, but it makes it harder for investors to carry out their fiduciary obligations. It reaches way beyond Indiana’s scope and is simply unworkable.”

By imposing onerous disclosure requirements only when proxy advisors recommend voting against management, the law applies unequal standards to differing viewpoints, raising serious First Amendment concerns.

Garzon further stated, “Attempting to comply with H.B. 1273 will surely result in confusion for institutional investors, a discernible degradation of research objectivity and ultimately, harm to the way in which capital markets work. Indiana has left us no choice but to take legal action.”

About Glass Lewis

Founded in 2003, Glass Lewis is a leading global provider of independent, intelligence-focused corporate governance, stewardship, and proxy voting solutions. The firm serves more than 1,300 investment managers and pension funds globally, who use its high-quality corporate governance research and proxy voting software to carry out their fiduciary duties. Glass Lewis also helps companies understand and implement corporate governance best practices and how investors view them. Headquartered in San Francisco, Glass Lewis has offices in the United States, United Kingdom, Europe, Asia, and Australia. For more information, please visit www.glasslewis.com.