The SEC staff stands ready to facilitate transitions to teleconferencing and other online, electronic methods of communicating and encourages market participants to contact them with requests for guidance or relief. The SEC has itself shifted to teleworking and virtual meetings and remains fully operational. In light of recent difficulties, SEC staff guidance also provides regulatory flexibility to companies seeking to change the date and location of the meetings and use new technologies, including “virtual” shareholder meetings that avoid the need for in-person shareholder attendance, while at the same time ensuring that shareholders and other market participants are informed of any changes.

Under the guidance, the affected parties can announce in filings made with the SEC the changes in the meeting date or location or the use of “virtual” meetings without incurring the cost of additional physical mailing of proxy materials. Companies must do the following:

• issue a press release announcing such change


• file the announcement as definitive additional soliciting material on EDGAR


• and take all reasonable steps necessary to inform other intermediaries in the proxy process (such as any proxy service provider) and other relevant market participants (such as the appropriate national securities exchanges) of such change

In addition, the guidance encourages companies to provide shareholder proponents with alternative means to present their proposals at the annual meetings.

The SEC will continue to closely monitor the impact of COVID-19 on investors and the capital markets. Again, companies, shareholders, and other market participants are encouraged to contact SEC staff with any questions and concerns.

Sources:

SEC Staff Provides Guidance to Promote Continued Shareholder Engagement, Including at Virtual Annual Meetings, for Companies and Funds Affected by the Coronavirus Disease 2019 (COVID-19) (www.sec.gov)

Staff Guidance for Conducting Annual Meetings in Light of COVID-19 Concerns (www.sec.gov)