Coronavirus: Annual Shareholder Meeting Impacts

By Randi Morrison posted 03-02-2020 09:03 PM

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In view of the number of questions that members have raised about the impacts of the coronavirus on annual shareholder and other meetings, this Davis Polk memo addressing changes or potential changes in the annual meeting location or date due to the virus is timely and worth real-time posting. The firm's responses to commonly asked questions reflect its current advice based on its analysis of the SEC rules and Delaware law.

Question: Do I need to re-mail the proxy statement?

Answer: No (except in special circumstances as noted below). To change a meeting location or date (or to change to a virtual meeting) after the proxy statement has been mailed, a company should issue a press release and file the release with the SEC as supplemental proxy materials. The change should be announced as early as possible ahead of the meeting in order to give shareholders and service providers like Broadridge time to adjust.

Delaware law requires notice of a meeting. However, unless there are special circumstances such as a particularly contentious item on the agenda, we believe that notice of the change as described above should be sufficient under Delaware law if the meeting is held within 60 days of the record date and in accordance with the bylaws. Companies incorporated outside of Delaware may wish to consult with local counsel.

Question: Do I need to disclose now in the proxy statement the possibility of a change of location or date?

Answer: If you haven’t already mailed your proxy statement and a change is already likely or is being considered (given the intended location of the meeting or center of gravity of directors and officers), then we think it a good idea to disclose the possibility of a change in the proxy statement.

Question: Do I need to change the proxy card to provide for a possible change?

Answer: No. We believe that there is no need to change the proxy card to provide for the possibility of a change or to add a new voting item authorizing the change.

Watch for more practical coronavirus-related resources in this week's Society Alert.

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