Shareholder Meeting Requirements

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Under Massachusetts law, public companies can permit shareholders and their proxies to participate in annual or special shareholder meetings by remote communication, but they are also required to hold a meeting in a physical space that shareholders can attend in person. Given the challenges of meeting such requirements while non-essential workers are required to stay home and gatherings are limited to 10 people, Governor Baker today issued an order adjusting this meeting requirement. The Governor’s order permits public companies to hold annual or special shareholder meetings completely by means of remote communication, until 60 days after the end of the state of emergency. Additionally, if a public company has already sent written notice to its shareholders of an annual or special meeting to be held in a physical location, this order allows that company to notify its shareholders that the meeting now will be held solely through remote communication without mailing another notice, provided they issue a press release, send email notice where possible, and take other reasonable steps to notify their shareholders of the change.

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