In addition to addressing common questions about virtual and virtual-only meetings under ordinary course circumstances (see numerous resources on that topic here), DLA Piper's just-published "Considerations for virtual annual shareholder meetings in light of the coronavirus" is hugely beneficial for the increasing number of companies considering or exploring a virtual-only or hybrid shareholder meeting format in lieu of an in-person meeting in response to coronavirus risk concerns.
The timely memo addresses these and other key questions and related considerations:
- If we have already called our annual meeting, can we change it to call a virtual meeting?
- If we change to a virtual meeting, do we need to worry about the meeting location stated in our previously distributed proxy materials?
- What if we have shareholder proposals to consider at the annual meeting?
- Should we develop rules specially governing the conduct at the virtual meeting?
- If we don’t have time to change to a virtual meeting and send a new notice, can we still provide shareholders access to our meeting via remote communications even if they don’t vote that way?
- If we have not already called our annual meeting, but we intend to do so shortly, do we still have time to consider a virtual meeting?
- May we plan to hold a hybrid meeting, but reserve the ability to cancel the in-person component if circumstances require?
See our prior post: "Coronavirus: Annual Shareholder Meeting Impacts"; Starbucks' DEFA 14A notifying its shareholders of the change in meeting location to virtual-only in light of coronavirus-related health concerns; our "Coronavirus Resources" section in this week's Society Alert; and numerous additional resources on our website concerning coronavirus-related financial disclosure requirements and reporting relief and a myriad of corornavirus-related risk impacts and considerations.