Changing to Virtual Annual Shareholder Meeting in Response to COVID-19 Coronavirus

The Coronavirus pandemic is causing U.S. public companies to reevaluate whether to hold in-person annual shareholder meetings or instead switch for the first time to a virtual annual meeting or hybrid meeting in which shareholders can choose to participate either in person or remotely. In making this determination, public companies need to consider not only the SEC’s recent guidance on the topic, but also applicable state law procedural requirements. Described below is a brief summary of steps to be taken or considered when changing an annual meeting location or date. The required steps vary depending on the jurisdiction of incorporation and the current status of a publicly-traded company’s proxy statement for its annual shareholder meeting.