Kayla E. Klos

Kayla E. Klos

  716.844.3751

  kklos@hselaw.com

You spent hours preparing the Annual Report on Form 10-K, glossy annual report, and proxy statement for the annual meeting, and now you need to prepare for the actual meeting. This checklist is intended to help prepare you for the annual meeting of stockholders, so you are ready for anything!

Requirements

  • Check the charter, bylaws, corporate governance guidelines, and state laws for anything the company is required to do at the meeting or have available for stockholder review at or prior to the meeting.
    • Delaware and New York require companies to have a list of stockholders as of the record date available for examination by stockholders 10 days before the meeting.
    • This list is also required at the physical meeting or accessible through an electronic network for a virtual meeting.
  • If the company engaged a third-party vote tabulator, ensure the representative has the documentation they need to complete the tabulation for the annual meeting.
  • If the company is tabulating the votes itself, ensure you have the documentation for the oath and report of the inspector of elections and stockholder ballots ready for any voting during an in-person meeting.
  • Consider whether the board of directors should adopt a code of conduct or rules of procedure for the meeting. If adopted, it should be posted with the materials for the virtual meeting or read during the meeting if in-person.
  • Obtain a vote report the morning of the meeting to ensure there will be a quorum for the meeting and to understand the status of the vote for each proposal.

Technology

  • Practice
    • If holding a virtual annual meeting, hold a dry run with the virtual meeting provider.
    • If holding an in-person meeting with a presentation, ensure the person running the presentation is familiar with the technology before stockholders arrive at the meeting.
    • Ensure all participants know their role before the meeting starts.
  • Ensure all participants have the proper access information for the virtual meeting.
  • Check with the virtual meeting provider immediately before going live to make sure the service is active and will work for the meeting.
  • If the speakers are attending the meeting remotely, designate a backup speaker in case the planned speaker is not able to connect to the meeting.
  • Plan on the need to troubleshoot any glitches and have a designated person ready to step in.

Paperwork

Prepare what you can in advance:

  • Ballots and inspector of elections materials.
  • Script that includes:
    • Who is speaking when;
    • When the polls open and close; and
    • Suggestions for addressing disruptions at the meeting.
  • Current Report on Form 8-K to report the results of the meeting, once available.

The few weeks prior to the annual meeting can be hectic. Being prepared may give you more bandwidth to handle emergencies that arise immediately prior and during the meeting.


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