SEC Issues Guidance for Annual Shareholder Meetings During Coronavirus Pandemic


SEC Issues Guidance for Annual Shareholder Meetings During Coronavirus Pandemic

Alert |
Ralph V. De Martino

U.S. Securities and Exchange Commission (SEC) staff announced guidance to assist public companies with facilitating their upcoming annual shareholder meetings during the ongoing COVID-19 pandemic. The guidance allows companies to change the time, place, and manner of the meeting through filings with the SEC instead of the physical mailing or transmission proxy materials.

SEC staff guidance, which can be viewed here, permits each public company to change the date, time, or location of its annual meeting without additional soliciting materials or amending proxy materials through a press release, a filing on EDGAR, or taking all reasonable steps to inform other intermediates in the proxy process and other relevant market participants of the change. The guidance also encourages companies to conduct “virtual” meetings, where shareholders meet through the internet or other electronic means to the extent practicable and permissible under state law. Additionally, the guidance encourages companies to provide shareholder proponents or their representatives with the ability to present proposals through the phone or other means.

The SEC has issued policies, guidance, and orders concerning public companies, investment companies, shareholders, and other market participants affected by COVID-19. Last week, the SEC issued an order that granted conditional regulatory relief for certain publicly traded company filing obligations in the wake of the coronavirus pandemic. Last month, the SEC emphasized its policy to grant appropriate relief from filing deadlines in situations where an issuer cannot timely fulfill its reporting obligations, due to circumstances beyond the issuer’s control.