SEC Amends Staff Guidance on Holding Shareholder Meetings in the COVID-19 Environment

The SEC’s Division of Corporation Finance and Division of Investment Management have updated staff guidance on holding upcoming annual meetings of securities holders amid COVID-19 concerns.

Under Exchange Act Rule 14a-8(h), shareholder proponents or their representatives are required to appear and present their proposals at an annual meeting. Noting that it may continue to be difficult for shareholder proponents to appear at meetings in person, the staff guidance indicates that issuers are encouraged, “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 2020 and 2021 proxy seasons.”