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SEC Updates Guidance for Issuers Holding Annual Meetings during COVID-19 Pandemic

The SEC Division of Corporate Finance and Division of Investment Management updated its guidance for issuers conducting shareholder meetings during the COVID-19 pandemic (see previous coverage here).

The SEC's guidance is intended to help facilitate compliance with federal proxy rules in spite of COVID-19-related disruptions. Specifically, the SEC updated its guidance to:

  • provide that issuers may furnish proxy materials by using "notice-only" delivery in a manner that does not meet all aspects of the notice and timing requirements of Rule 14a-16 if the proxy materials are delivered sufficiently in advance of a meeting for shareholders to review the materials and exercise their voting rights in an informed manner; and

  • clarify that its guidance regarding changes in the date, time and location of a shareholder meeting applies to (i) special shareholder meetings and (ii) shareholder meetings held by an investment company in connection with a business combination or certain other transactions.

Primary Sources

  1. SEC Guidance: Staff Guidance for Conducting Shareholder Meetings in Light of COVID-19 Concerns

Tags

Regulated Activities
Proxies / Voting Business Continuity
Sub-Activity
Coronavirus
Regulated Entities
Issuers of Securities
Sub-Entity
SEC-Registered Issuers
Body of Law
Securities Law
Jurisdiction
US - Federal
Organization
SEC