SEC Staff Updates COVID 19 Shareholder Meeting Guidance: Updated Guidance Relaxes Notice and Access Timing Requirements When Delays Are Unavoidable

Sullivan & Cromwell LLP - April 9, 2020
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On April 7, the SEC updated and expanded the guidance it originally issued on March 13, 2020 on conducting shareholder meetings in light of COVID-19 concerns.  The SEC staff recognizes that COVID-19 will have a continued effect on issuers’ ability to comply with federal proxy rules in connection with shareholder meetings and provided guidance with respect to (1) how issuers can notify shareholders of a change in date, time or location of a shareholder meeting for purposes of the federal proxy rules, (2) considerations for disclosing the nature of a “virtual” shareholder meeting, (3) the presentation of shareholder proposals, and (4) difficulties in timely printing and mailing proxy materials.  In addition to providing this specific guidance, the SEC remarked generally that all parties involved in the proxy process should remain flexible and work collaboratively in order to facilitate and fulfill issuers’ obligations under federal securities laws.