Pillsbury's "COVID-19 (Coronavirus): What to Do about This Year’s Annual Meetings" is a must-read for companies whose laws or organizational documents don't allow a virtual-only meeting or that are otherwise committed or planning to hold a physical meeting, but want to discourage in-person meeting attendance due to coronavirus concerns. The memo includes links to Warren Buffet's communication to Berkshire Hathaway shareholders that they won't be allowed to attend the meeting (the extreme), as well as Sonoco's DEF14A letter to shareholders encouraging them to access the meeting via live telecast or webcast in lieu of attending in person.
Companies that decide to pursue this approach "please don't come" approach are advised to:
- Make a public announcement indicating (among other things) that - based on the ongoing COVID-19 restrictions and the need to protect all of the company’s employees, shareholders and community - the company has decided to webcast or telephonically cover the meeting, and that the decision is being made for the current year only.
- File all such shareholder communications with the SEC as additional soliciting material
- Adopt rules of conduct suitable to the needs of the meeting
Regardless of approach, the firm notes the importance of adhering to SEC requirements, the governing state law meeting and notice requirements, as well as the company's governance documents.
This post first appeared in the weekly Society Alert!