The SEC Staff updated today its prior March 13, 2020 guidance relating to shareholder meetings, including virtual meetings. You may recall that the Staff’s March guidance provided welcome clarity to issuers that previously mailed and filed their proxy materials, but who wish to change the date, time or location of their meetings, allowing them to essentially issue a press release and file that on EDGAR without needing to remail all materials.
The SEC updated this guidance today to make two key changes:
- The above relief now applies to special meetings; and
- Issuers encountering delays because of difficulties in printing or mailing full-set proxy materials may avail themselves of the “notice-only” delivery option even if such issuer is unable to send the notice of electronic availability of proxy materials 40 calendar days before its meeting as required by Rule 14a-16, if such “delays are unavoidable due to COVID-19”. To qualify, issuers would need to notify shareholders of the change in delivery method just like a change in date, time or location as described above. In addition, best efforts still must be used to send paper copies of proxy materials and annual reports to requesting shareholders, even if such deliveries would be delayed. Shareholders must still be provided proxy materials sufficiently in advance for their review. Other requirements, such as notice and delivery requirements under applicable state laws and SEC filing requirements, would still need to be observed and may have their own COVID-19-related extensions or exemptions.