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”.

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