March 18, 2020

Annual Meetings: Attendance Considerations

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.

“Tomorrow’s Webcast: “The Coronavirus: What Should Your Company Do Now?”

Tune in tomorrow for the webcast – “The Coronavirus: What Should Your Company Do Now?” to hear Davis Polk’s Ning Chiu, Wilmer Hale’s Meredith Cross, Uber’s Keir Gumbs and our own Dave Lynn discuss securities law compliance and corporate governance issues arising from the coronavirus outbreak that are confronting public companies & their lawyers.

Tomorrow’s Webcast: “The Top Compensation Consultants Speak”

And, tune in tomorrow for the webcast – “The Top Compensation Consultants Speak” – to hear Semler Brossy’s Blair Jones, Pay Governance’s Ira Kay and Deloitte’s Mike Kesner discuss what compensation committees should be learning about and considering today.  Discussion will cover the impact of the COVID-19 pandemic on executive compensation and incentive practices, including goals, timing and incentive plan share usage amid this rapidly changing environment with continued uncertainty.  Don’t miss it!

– Lynn Jokela