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Kennedy: COVID-19 affecting shareholder meetings

Kennedy: COVID-19 affecting shareholder meetings

While some 95 percent of the U.S. population is under coronavirus stay-at-home orders, we’ve entered prime annual meeting season, the roughly March-to-June period when the bulk of public companies bring together their shareholders to elect directors and hear from management.

Companies releasing “Dear Shareholder” letters in their proxies in the last few weeks have made mention of Covid-19, the illness caused by the virus, and the shadow it has cast over those meetings.

While most indicate a hope of keeping to the norm of in-person gatherings, in a nod to the pandemic, the companies say their meetings may occur online instead.

“[W]e are sensitive to the public health and travel concerns our shareholders may have and recommendations that public health officials may issue in light of the evolving coronavirus (Covid-19) situation,” General Electric Co. stated in its proxy, using language also seen in other companies’ filings. GE’s annual meeting is scheduled for May 5 in Boston.

Already, Starbucks Corp., which typically draws 4,000 to its often-star-studded annual event, shifted online March 18, holding a subdued virtual session streamed from its Seattle headquarters.

“Today, we are all in a very unique moment in time. … It was neither appropriate nor even possible to gather thousands of people together in Seattle,” CEO Kevin Johnson said in opening remarks.

State laws require that every corporation hold an annual meeting of shareholders, according to financial adviser PricewaterhouseCoopers, but virtual meetings are not universally endorsed. New York, for instance, permitted only in-person annual meetings before Gov. Andrew Cuomo issued an executive order last month allowing them to go online for now.

A handful of other states that also barred such meetings did the same, and, together with action by the U.S. Securities and Exchange Commission, companies currently can more easily opt for a virtual format as long as they alert shareholders to the change.

Buffalo-based M&T Bank Corp., with branches across New York and in seven other states and the District of Columbia, announced last week that its April 21 annual meeting will be online.

A spokeswoman said she could not make anyone available from the company to answer questions about the logistics of the switch, saying, “our teams are focused on helping our communities, customers and colleagues through this challenging time.”

A virtual meeting website established for the event indicates it was organized by Computershare, one of a handful of U.S. firms that act as transfer agents for public companies, keeping records of who owns shares.

Unlike an everyday provider such as Zoom, a transfer agent can offer a more sophisticated videoconference that enables validated shareholders to submit questions and vote their shares online.

In addition to GE, the holding companies for several local bank networks, including KeyBank, Saratoga National Bank, Capital Bank, Trustco Bank and Kinderhook Bank, also filed proxies indicating they are weighing possible virtual May annual meetings.

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