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