SEC staff provides guidance on virtual annual meetings

The SEC staff has published guidance to help companies hold annual shareholder meetings and engage with shareholders in the current environment.

Applicability

• Public companies, investment companies, shareholders, and other market participants affected by COVID-19

Relevant dates

• Effective immediately

Key impacts

On March 13, 2020 (updated April 7, 2020 and January 19, 2022), the SEC’s Division of Corporation Finance and Division of Investment Management staff published guidance designed to facilitate the ability of companies to hold annual shareholder meetings, including virtual meetings, while complying with federal securities laws. 

The guidance:

• Provides regulatory flexibility to companies seeking to change the date and location of their annual or special meetings and use new technologies.
• States that affected parties can announce changes in the meeting date or location or the use of virtual meetings in filings with the SEC without incurring the cost of additional physical mailing of proxy materials.
• Encourages companies to provide shareholder proponents with alternative means, such as by telephone, to present their proposals at the annual meetings.
• Provides guidance to companies experiencing delays in the printing and mailing of a full set of proxy materials.