Public Company Advisory Blog
March 8, 2022

Virtual Annual Meeting Disclosures

Numerous public companies have decided to hold virtual shareholder meetings this year. For 2022 virtual-only shareholder meetings, Glass Lewis expects companies to provide disclosures in their proxy statements addressing the following: (i) the ability of shareholders to ask questions during the meeting, including time guidelines for shareholder questions, rules around what types of questions are allowed, and rules for how questions and comments will be recognized and disclosed to meeting participants; (ii) procedures, if any, for posting appropriate questions received during the meeting and the company’s answers, on the investor page of their website as soon as is practical after the meeting; (iii) technical and logistical issues related to accessing the virtual meeting platform; and (iv) procedures for accessing technical support to assist in the event of any difficulties accessing the virtual meeting. Glass Lewis will generally recommend voting against members of the governance committee where the board is planning to hold a virtual-only shareholder meeting and the company does not provide such disclosure.

Also, given the unpredictabiliy of the COVID-19 pandemic, we think it remains defensible to mention COVID-19 as a reason why the annual meeting is being held virtually. That said, we believe it is important to revise the disclosure so that it does not read as if it was written in 2020 or 2021 and thus we think it is useful to add something that references the continuing concerns resulting from the COVID-19 pandemic or something to that effect.

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