As we continue to experience the saga of this pandemic, Corp Fin recently updated its Covid guidance for annual shareholder meetings to refresh the section about shareholder proponents presenting their shareholder proposals at meetings. As with the 2020 and 2021 proxy seasons, Corp Fin is asking companies to again provide shareholder proponents with the ability to present proposals through “alternative means” such as by phone.

The guidance continues to provide that inability to travel due to COVID-19 would be “good cause” under Rule 14a-8(h) for a shareholder not to have presented a proposal at an annual meeting (limiting a company’s ability to exclude a future proposal from that shareholder on the basis that they did not present the prior proposal).

As we noted in our 2021 proxy season update, companies should work with shareholder proponents in advance to ensure that the proponent will be able to present a proposal at a virtual meeting. This may require a special dial-in or log-in for the proponent, or permitting the proponent to pre-record the presentation to avoid technical difficulties on the day of.

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Photo of Allison Handy Allison Handy

Allison Handy is the firmwide co-chair of the Corporate & Securities practice. Her extensive experience includes advising public and private companies in connection with corporate governance practices, disclosure issues, and capital markets transactions, such as equity offerings, debt offerings and tender offers. She…

Allison Handy is the firmwide co-chair of the Corporate & Securities practice. Her extensive experience includes advising public and private companies in connection with corporate governance practices, disclosure issues, and capital markets transactions, such as equity offerings, debt offerings and tender offers. She is also a leader of the firm’s Environmental, Social, and Governance advisory team.

Allison provides counsel to companies on a broad range of issues faced by management and directors in connection with the many compliance aspects of securities laws, including governance rules adopted by the Securities and Exchange Commission (SEC) and stock exchanges. She advises boards and committees in matters related to internal investigations and the efforts of shareholder activists, and works closely with in-house counsel, financial personnel, and outside auditors and advisors to help her clients prepare proxy statements and other reports to investors that meet complex disclosure obligations.

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