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TheCorporateCounsel.net, September 10, 2009 article

 

 

 

TheCorporateCounsel.net Blog

The Practical Corporate & Securities Law Blog

Broc Romanek and Dave Lynn are Editors of TheCorporateCounsel.net

 

September 10, 2009

The Return of Virtual-Only Shareholder Meetings? Herman Miller's Third Year in a Row

Well, it's been done before. Annual meetings held solely online. Inforte was first company to conduct their annual meeting solely online in April '01. Ciber did it in '02 and ICU Medical in '04. Siebel Systems had plans to do it in '03 - but changed course in the face of criticism.

Now we have a relatively small company - Herman Miller - that filed this proxy statement last week, indicating that it would be the latest company to hold a virtual meeting. And you want to know the biggest surprise of it all - this will be the third year in a row that the company will do so! Slipped under the radar. Anyone aware of any other companies out there doing this?

Although I drafted them about eight years ago, these FAQs on conducting electronically-only meetings remains the best thing out there on the topic (because its about the only thing written on the topic) - it's posted in our "Annual Shareholder Meetings" Practice Area.

Here is one of the FAQs worth considering:

What risks does a company face if it holds an electronic-only stockholders' meeting with no physical counterpart?

Increased shareholder activism is quite possible - as well as potential negative media coverage based on the scorn of disappointed stockholders that like to have the opportunity to attend physical meetings.

Some investors have expressed concerns that electronic-only meetings would deprive them of the opportunity to meet with company representatives face to face. They believe that these physical meetings allow investors to better express their positions - and that management and the board listen more closely when communications are made in person.

After Delaware changed its laws in 2000, the Council of Institutional Investors wrote letters to the CEOs of all companies incorporated in Delaware urging them not to conduct electronic-only meetings. Unions also are concerned about the changes in the Delaware law.

Particularly for matters that are contested at a stockholders' meeting, electronic-only meetings pose the risk that a company can be surprised by large stockholders who vote at the meeting or change their vote - thereby making the outcome of meetings less predictable.

A risk for management is that an electronic-only meeting likely would result in greater attendance with more questions asked compared to a physical meeting - since attending an electronic meeting is fairly easy. This is a risk for those companies who like their meetings small and intimate (i.e. the fewer questions, the better) - but an advantage for those who don't mind the attention.

 

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- Broc Romanek

Posted by broc at 7:15 AM
 

 

 

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