I’ve been blogging long enough to know that you never know which of your blogs will create the biggest buzz. My last blog did indeed create a buzz as I got quite a few emails back about it. Here are a few of the thoughts that were shared:
- On Carl’s first point, one of the our own transparency criteria is that companies should include the date and time of the annual meeting on the cover (Transparency Criteria #4) – but only 1 in 7 companies do this. Perhaps even lower – and arguably more important – for virtual-only annual meetings.
- I heard from an institutional investor who noted that trying to obscure how one could attend the annual meeting breeds distrust by shareholders in the company, hurting its reputation and ultimately impacting whether one wanted to do business with the company.
- One reaction that I received related to not what I blogged about – but rather what Carl wrote at the bottom of this article in the “Shareholder Service Optimizer.” The email I received said: “Regarding when a director drops out and a company appoints a substitute nominee and distributes new materials instead of just waiting and appointing someone new to the vacancy right after the annual meeting, I don’t believe Carl appreciates the governance implications if a company were to just wait and appoint someone to the vacancy right after the meeting with no vote. The optics of that are not good and we generally advise companies not to appoint directors right after an annual meeting, etc.
So I don’t think what the law firm did in Carl’s example was “stupid” – and in fact, was probably good guidance. It doesn’t require writing a whole new proxy statement, just a proxy supplement with the required information for the new director (not that much is required beyond what would be an 8-K and if you don’t appoint anyone you still need to file a supplement in any event to disclose that the director dropped out).”
