RESTON, Va. (May 19, 2020) – The global health crisis forced an unprecedented number of public companies to adopt virtual annual shareholder meetings in 2020, possibly paving the way for many to make a permanent switch to that format, according to a new report issued today by Intelligize, a provider of analytics solutions for SEC compliance and transactional professionals. The report, Proof of concept: an Intelligize report on virtual annual shareholder meetings, illustrates how COVID-19 upset the long-held, delicate balance between advocates for, and opponents of, virtual meetings.
Unsurprisingly, as of May 1, 2020, 65% of S&P 500 companies had either held or announced plans to hold virtual annual shareholder meetings. That’s a huge change from the 11% in that group that has historically held virtual or hybrid meetings—and absent the pandemic, those numbers would have held steady, as 88% of companies pointed to the coronavirus pandemic as the reason for the virtual format. The question is, once these companies go virtual, will they want to go back to in-person meetings in a post-pandemic world?
“The arguments for and against virtual meetings are not novel, with advocates touting cost savings, reduced environmental impact, shareholder convenience, broader attendance, and greater shareholder participation in the voting process, and opponents concerned about the loss of the opportunity to confront management face to face, and whether companies could taint the Q&A portion of the meeting,” said Robert Peters, a report co-author and Intelligize senior director. “That said, fear of the unknown is the biggest obstacle to a virtual future, and this year presents an ideal opportunity to overcome that. Successful virtual meetings this year have included transparent processes that calm shareholder fears and could melt the ice for the future.”
The Intelligize report also analyzes how state laws and states of incorporation impacted virtual annual shareholder meetings in 2020, and how they could affect the future. While in a normal year, it would have been difficult, if not impossible for New York- and California-based companies to hold virtual meetings in the face of state laws and pension fund influences, in 2020, state executive orders in response to the pandemic have made them necessary. Delaware, on the other hand, where most of the S&P 500 is incorporated, has no such laws and has been allowing virtual annual meetings since the year 2000.
“Companies incorporated in New York, California, and other restrictive states should use their experience this year to develop contingency plans for transitioning to virtual meetings in the future,”
Peters said. “Such planning should include an audit of successes and challenges of this year’s virtual meetings, including technology, rules, response and Q&A format.”
Perhaps the report’s biggest takeaway is that the 2020 proxy season has transformed virtual meetings into a known quantity and de-risked the choice to the point that it should no longer scare issuers or their shareholders. Companies also now have experience and data regarding shareholder attendance, cost-saving, and more, in virtual settings. If they are inclined to attempt a permanent switch to the virtual format, they can use this data to address shareholder criticisms.
Proof of concept: an Intelligize report on virtual annual shareholder meetings, is based on information contained in the Intelligize platform as of 5/1/2020. For this report, we evaluated:
- Definitive annual meeting proxy statements under Section 14(a) of the Securities Exchange Act of 1934 (as amended)
- Filed between 5/1/2019 and 5/1/2020
- From companies on the S&P 500 index as of 5/1/2020
Intelligize’s analysis includes 495 companies that filed relevant documents in the above time frame.
We define the annual shareholder meeting formats as follows:
- Physical Meetings – At physical meetings, shareholders register votes and attend the meeting by going to the physical location of the meeting. (For all meeting types, companies also typically offer early voting by mail, phone, and internet.)
- Webcast Meetings – At webcast meetings, shareholders register votes and attend the meeting by going to the physical location of the meeting. Shareholders may also watch the meeting remotely via webcast or listen via audio conference. Remote attendees, however, are not able to participate (by submitting questions or shareholder proposals, for instance) on equal terms with those attending the meeting in person.
- Hybrid Meetings – At hybrid meetings, shareholders can vote and attend the meeting at either a physical or virtual location. Both physical and virtual attendees may participate equally.
- Virtual Meetings – At virtual meetings, shareholders register votes and attend the meeting online through a virtual meeting platform. In-person attendance is not allowed.
Intelligize is the leading provider of best-in-class content, exclusive news collections, regulatory insights, and powerful analytical tools for compliance and transactional professionals. Intelligize offers a web-based research platform that ensures law firms, accounting firms, corporations, and other organizations stay compliant with government regulations, build stronger deals and agreements, and deliver value to their shareholders and clients. Headquartered in the Washington, DC metro area, Intelligize serves Fortune 500 companies, including Starbucks, IBM, Microsoft, Verizon, and Walmart, as well as many of the top global law and accounting firms. In 2016, Intelligize became a wholly owned subsidiary of LexisNexis®, a leading global provider of content-enabled workflow solutions designed specifically for professionals in the legal, risk management, corporate, government, law enforcement, accounting, and academic markets. For more information, visit www.intelligize.com.
# # #