Council of Institutional Investors

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.