The SEC Division of Corporation Finance and the Division of Investment Management (the "Divisions") provided guidance regarding compliance with the federal proxy rules for annual meetings in light of ongoing COVID-19 challenges.

Shareholder Meeting Logistics

The Divisions stated that an issuer that has already mailed and filed its proxy materials can change the date, time or location of its shareholder meeting without mailing additional solicitations or amending its proxy materials if it:

  • announces the change in a press release,
  • files the announcement as definitive additional soliciting material on EDGAR, and
  • takes reasonable steps to inform other proxy intermediaries and relevant market participants of the change.

Virtual Shareholder Meetings

The Divisions said that, state law permitting, an issuer that has already mailed and filed its proxy materials can switch to a virtual or hybrid shareholder meeting without mailing additional solicitations or amending its proxy materials if it:

  • timely notifies shareholders, proxy intermediaries and relevant market participants of the change, and
  • provides clear direction on how to participate virtually.

Shareholder Proposals

The Divisions clarified that an issuer should allow shareholders to present proposals using alternative means for the 2022 proxy season.

Printing and Mailing of Proxy Materials

The Divisions stated that an issuer facing COVID-19-related printing or mailing delays of its full set of proxy materials should:

  • reschedule the meeting in accordance with state law to allow for materials to be timely, or
  • if delays are unavoidable, (i) use the "notice-only" delivery option permitted by Exchange Act Rule 14a-16("Internet Availability of Proxy Materials"), (ii) follow the steps described for announcing a change in the date, time or location of a meeting, and (iii) send delayed paper copies of all materials.

Primary Sources

  1. SEC Divisions of Corporation Finance and Investment Management Announcement: Staff Guidance for Conducting Shareholder Meetings in Light of COVID-19 Concerns

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