CII Statement on Virtual Shareholder Meetings During Public Health Emergency

Washington, D.C., March 16, 2020—The Council of Institutional Investors (CII) anticipates that in light of concerns related to coronavirus (Covid-19), a number of public companies will move to virtual-only formats for spring annual shareholder meetings. “Given coronavirus concerns,” said CII Executive Director Ken Bertsch, “it is entirely reasonable that some companies will go to virtual-only annual meetings.”

Bertsch added that CII hopes that companies “will make it clear that this decision is a one-off, tailored for current circumstances.” He also urged companies to follow best practices “for making virtual meetings participatory, replicating as much as possible the experience of an in-person meeting.” And he said that “companies that do hold in-person meetings should be flexible with shareholder proponents on presentation of shareholder proposals, accommodating travel restrictions that they may face.”

CII generally has opposed virtual-only shareholder meetings, in favor of a hybrid approach. CII’s October 2017 publication, Build a Better Meeting, offers guidance on creating shareholder-oriented meetings, including virtual components. The publication urged that virtual meetings include:

• A live audio and video feed of all key company representatives in attendance, including, at a minimum, the chair, CEO, any lead/presiding director, chairs of key board committees and the corporate secretary.
• A continuously updated list of all shareholder questions submitted both before and during the meeting, accompanied by clear indication of any subsequent deletion or re-ordering in the queue.
• A comprehensive Q&A tool allowing the shareholder to:
  • Submit a question
  • Track its prioritization in the queue
  • Present the question virtually, including through the use of a shareholder-provided webcam or phone
  • Instructions or a link to written responses to unanswered shareholder questions, made available within 72 hours of the meeting’s conclusion.
  • Basic information about the meeting known to the company, which may include a list of attendees, the number of shares represented at the meeting and preliminary vote counts.

Click for PDF version. For media inquiries, please contact CII Editor Rosemary Lally.