November 3, 2020
Authored by: Katherine Ashton and Vicki Westerhaus
As COVID-19 rages on, companies are again flocking to virtual annual meetings for the 2021 proxy season, but with one important difference: the luxury of time. Many companies are already exploring retention of virtual annual meeting providers and alternatives for video and real-time Q&A, as well as drafting fulsome disclosure about meeting logistics in their proxy materials to address concerns raised by investors, the SEC and others with respect to some pitfalls during the 2020 proxy season.
Service Providers and Technology. For 2021, an issuer will have additional time to select an appropriate provider of a virtual meeting platform. The most widely used vendor for hosting virtual meetings is Broadridge Financial Solutions, Inc., which reported that it hosted 1,494 virtual shareholder meetings during the first six months of 2020. Other service providers, such as stock transfer agents, also provide such services. A few companies have even arranged to facilitate the virtual component of an annual meeting via Zoom.
In 2020, some companies were caught off-guard by technology glitches. For 2021, issuers should be in a position to anticipate technology issues and to put contingency plans in place to address them. Issuers can follow best practices for virtual meetings by, for example, putting in place technical support lines for the duration of their meetings.
Format and Rules of Conduct (including Q&A). Companies need to decide whether a meeting will be virtual-only, physical-only or a hybrid. For any virtual component, they need to decide whether the access will be audio-only or