This year, another aspect to annual shareholder meetings to think about is whether your directors, officers and other employees should attend the annual meeting — presuming that it’s not a virtual-only meeting. A Hunton Andrews memo discusses that question and notes the following considerations:
– Proxy statement disclosure – SEC rules require proxy statement disclosure describing a company’s policy, if any, about director attendance at annual shareholder meetings – and next year, a company will need to disclose in their proxy statement the number of directors who attended the prior year’s annual meeting
– What does “attendance” mean? SEC rules don’t define what constitutes “attendance” for purposes of SEC rules; however, many state laws say its okay for a director to participate in meetings remotely – such as by telephone – provided the director can hear and speak with other directors
– Companies holding in-person or hybrid shareholder meetings should review any director attendance policies they might have to determine if the policy requires “in-person” or “physical” attendance
The memo also provides considerations for companies that are planning to hold an in-person meeting while potentially allowing directors or other senior officers to participate remotely – it says be aware of potential criticism from shareholders and notes that a hybrid meeting format might help alleviate potential criticism.
-Lynn Jokela, TheCorporateCounsel.net March 18, 2020
