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On March 13, the SEC staff issued helpful guidance to companies considering switching from a conventional annual meeting to a virtual or “hybrid” meeting due to travel and other concerns arising from the coronavirus pandemic. The guidance states that a company that has distributed its proxy materials can notify shareholders of a change in the date, time, or location of its annual meeting without amending its materials or mailing additional materials if it (1) issues a press release, (2) files the release as definitive additional soliciting material, and (3) “takes all reasonable steps… to inform… relevant market participants… in a timely manner.” Companies that have not yet distributed proxy materials should consider disclosing that the meeting location and other details may change.

The guidance also points out the importance of virtual or “hybrid” meeting logistics and of disclosing those logistics, and addresses how companies should consider dealing with the presentation of shareholder proposals given travel difficulties and other complications that may prevent proponents from attending the meeting.

As noted in the guidance, there are other important considerations associated with holding a virtual or hybrid meeting, including the need to check state corporate law and a company’s governing instruments to determine if a virtual meeting is permissible.

If you have any questions, please contact Gunster securities law and corporate governance practice leader Bob Lamm.

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This publication is for general information only. It is not legal advice, and legal counsel should be contacted before any action is taken that might be influenced by this publication.

About Gunster

Gunster, Florida’s law firm for business, provides full-service legal counsel to leading organizations and individuals from its 12 offices statewide. Established in 1925, the firm has expanded, diversified and evolved, but always with a singular focus: Florida and its clients’ stake in it. A magnet for business-savvy attorneys who embrace collaboration for the greatest advantage of clients, Gunster’s growth has not been at the expense of personalized service but because of it. The firm serves clients from its offices in Boca Raton, Fort Lauderdale, Jacksonville, Miami, Orlando, Palm Beach, Stuart, Tallahassee, Tampa, The Florida Keys, Vero Beach, and its headquarters in West Palm Beach. With nearly 200 attorneys and 200 committed support staff, Gunster is ranked among the National Law Journal’s list of the 500 largest law firms and has been recognized as one of the Top 100 Diverse Law Firms by Law360. More information about its practice areas, offices and insider’s view newsletters is available at www.gunster.com.


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