A memo from Davis Polk walks through some of the things you might want to think about if you’re worried about the COVID-19 coronavirus and how it might affect where or when you hold your annual shareholders’ meeting. The memo looks at these considerations in context of SEC proxy rules and Delaware law. With COVID-19 developments moving quickly, the memo is timely and helpful because someone is bound to ask what your plan is in case you need to move the meeting location, etc.
For those that have already mailed the proxy statement:
In the event you have a last minute change in your meeting location or date, the memo discusses whether you would need to re-mail the proxy statement; the answer is “no” except for special circumstances described in the memo. Even though you likely wouldn’t need to re-mail the proxy statement, the memo says you should disclose the change as soon as possible by issuing a press release and filing the press release with the SEC as supplemental proxy materials.
For those that are still working on your proxy statement:
If you’re still working on your proxy statement and haven’t mailed it yet and you’re considering the possibility of a last minute change in venue or date, the memo suggests disclosing the possibility of a change in your proxy statement but says a change to the proxy card itself is likely unnecessary.
I often worried about what we would do if our meeting venue was suddenly unavailable, not to mention worries about technical snafus and our team had back-up plans “just in case.” To help you prepare and hopefully avoid any annual meeting surprises, here’s a reminder to visit our “Checklists” Portal – especially the one on “Annual Meeting Surprises.”
A few weeks ago, I wrote about things to consider if you’re thinking of holding a virtual annual meeting. Maybe interest will pick up but again, it’s not for everyone. If you want to look into this further, there’s another comprehensive resource about virtual meeting considerations sent to us from the folks at Veaco Group.
Also, it has been reported that in advance of Apple’s shareholder meeting last week, Apple warned those planning to attend to take extra health and safety precautions due to the ongoing development of COVID-19.
-Lynn Jokela, TheCorporateCounsel.net March 4, 2020