ISS now has established a COVID-19 resource center, which offers, among other things, a searchable list of companies that are holding virtual meetings this proxy season. As of April 15, the tally for virtual meetings in the U.S. held or to be held this proxy season is 1,015; according to ISS, that number was 286 for all of calendar 2019. In addition, 83 meetings have so far been cancelled or postponed. The information is based on company disclosures after the meetings had entered the ISS Global Meeting Services queue.
You’ll recall that, on April 8, ISS provided special policy guidance on the impact of the COVID-19 pandemic, including confirming that ISS does not have a policy to recommend votes against companies that hold virtual-only meetings and is not changing that approach. If boards decide to hold virtual-only meetings, ISS “would encourage them to disclose clearly the reason for their decision (i.e. that it is related to the COVID-19 pandemic) and to strive to provide shareholders with a meaningful opportunity (subject to local laws) to participate as fully as possible, including being able to ask questions of directors and senior management and to engage in dialogue if they wish. In such situations, boards are encouraged to commit to return to in-person or ‘hybrid’ meetings (or to put that matter to shareholders to decide) as soon as practicable.” (See this PubCo post.)
See also this Corp Fin staff guidance that, in light of health and travel concerns, provides regulatory flexibility for companies desiring to shift to virtual-only shareholder meetings to avoid the need for in-person shareholder attendance. (See this PubCo post.)
For guidance on the legal, regulatory and commercial implications of the COVID-19 pandemic, see our Cooley coronavirus resource hub.