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Vedder Thinking | Articles SEC Staff Reaffirms Guidance for Conducting Shareholder Meetings during Pandemic

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On April 9, 2021, the staff of the SEC’s Divisions of Corporation Finance and Investment Management reaffirmed previous guidance for holding shareholder meetings during the COVID-19 pandemic. Given the health, transportation and logistical challenges and other issues raised by the pandemic in the spring of 2020, the SEC staff’s guidance provided issuers with flexibility to, among other things, change the date, time or location of a shareholder meeting without mailing additional soliciting materials or amending proxy materials, subject to certain conditions, such as issuing a press release announcing such change.

The SEC staff’s prior guidance—issued on April 7, 2020—remains in effect and unchanged; the presentation of shareholder proposals is the only topic with updated guidance. In light of the possible continued difficulties for shareholder proponents to attend annual meetings in person to present their proposals, the SEC staff encourages issuers, to the extent feasible under state law, to provide shareholder proponents or their representatives with the ability to present their proposals through alternative means, such as by phone, during the 2021 proxy season. Moreover, as previously noted by the SEC staff, to the extent a shareholder proponent or representative is not able to attend the annual meeting and present the proposal due to the inability to travel or other hardships related to COVID-19, the staff would consider this to be “good cause” under Rule 14a-8(h) should issuers assert Rule 14a-8(h)(3) as a basis to exclude a proposal submitted by the shareholder proponent for any meetings held in the following two calendar years.

The SEC staff’s guidance is available here.



Professionals



John S. Marten

Shareholder



Nathaniel Segal

Counsel



Jacob C. Tiedt

Shareholder



Tyrique J. Wilson

Associate