Corp Fin Updates Covid Guidance for Annual Meetings Again

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.