Shareholder Meetings of Public Companies: Proxy Materials, Shareholder Proposals, Governance Best Practices

For actions taken at annual meetings to be valid, public companies must comply with detailed federal and state legal requirements geared towards protecting the interests of shareholders. Corporate counsel has primary compliance responsibility in this area and must take all necessary steps to ensure that the board of directors and officers adhere to all federal and state regulations.

The process of planning and conducting an annual shareholders meeting for public companies encompasses various legal and logistical issues. Delaware law and other state corporation statutes require yearly meetings to be held to elect directors and officers and conduct any other business of the company. In depth knowledge of federal proxy rules disclosures, filing requirements, and procedures regarding shareholder proposals establishes the foundation of effective corporate governance compliance in holding annual meetings whether conducted in-person or virtually.

Ensuring effective compliance in the governance of annual shareholder meetings requires counsel to consider SEC guidance regarding proxy disclosures; specifically as such relates to cybersecurity. Counsel should consider whether their proxy statement disclosures should be enhanced to include board oversight of cybersecurity risks along with procedures and actions to be taken in response to such risk.

Listen as our panel discusses the legal requirements of annual shareholder meetings under federal and Delaware law, structuring proxy materials and disclosures, handling shareholder proposals, and other best practices for corporate governance regarding annual shareholder meetings.

1. Overview of legal requirements for annual shareholder meetings
2. Challenges and opportunities of conducting virtual or hybrid meetings
3. Proxy statements and required disclosures
4. Critical considerations stemming from SEC rules and guidance
5. Procedures and rules regarding shareholder proposals
6. Best practices for effective corporate governance compliance

The panel will review these and other critical issues:

• Federal and state legal requirements of annual shareholder meetings
• Mechanisms in structuring proxy statements, disclosures and other required materials
• SEC rules and guidance impacting governance and documents associated with annual meetings
• Procedures and rules in handling shareholder proposals
• Avoiding pitfalls of conducting virtual or hybrid meetings
• Best practices to ensure efficient corporate governance and complying with federal and state law