Virtual special meetings are company events that occur without a physical meeting place. Although they are not particularly new, virtual annual shareholder meetings have seen a growing trend in recent years. In light of the current coronavirus epidemic they are something that are currently being considered by many companies in preference to a physical Extraordinary General Meeting or Annual General Meeting reconsidered.
There is no legal reason why a meeting cannot take place in several different places. However, whilst many states permit virtual only meetings, some states, such as Delaware, require the board to expressly authorize the ability to hold a virtual meeting. Traditionally, some shareholders have resisted the idea with some companies exhibiting a long-standing tradition of well attended physical meetings. This tradition could see tremendous change in the near future. As technology has evolved to deal with electronic voting by proxy the next step could be to evolve into a fully virtual investment environment.
Virtual Special Meeting Example
The following text is taken from the Form 8-K Filing with the SEC made by Telaria (TLRA) on March 17, 2020 in relation to the proposed merger involving The Rubicon Project, Inc., Madison Merger Corporation and Telaria
Telaria Provides Stockholders Virtual Option to Attend March 30, 2020 Special Meeting of Stockholders Due To Coronavirus Concerns
NEW YORK, March 17, 2020 – Telaria, Inc. (NYSE: TLRA) today announced that, due to the emerging public health concerns relating to the coronavirus (COVID-19) pandemic, and to protect the health and well-being of its stockholders and employees, Telaria’s stockholders will now be able to attend the special meeting of stockholders to be held on March 30, 2020 virtually. The special meeting’s virtual attendance option provides stockholders the ability to participate and ask questions during the meeting. However, Telaria stockholders will not be deemed to be “present” if they solely access the special meeting through the virtual option and stockholders will not be able to vote their shares at the special meeting, or revoke or change a previously submitted vote, through the virtual platform. In light of the foregoing, Telaria urges stockholders to submit their proxies in advance of the meeting using one of the available methods described in the proxy materials previously mailed to Telaria stockholders.
In this document, the virtual special meeting is clearly explained and clearly stated what is required of stockholders to participate. It is important going forward that traders and investors familiarize themselves with this technology. It is anticipated future meetings will offer such an option, in fact Red Robin Gourmet Burgers (RRGB) has recently announced it is open to this possibility for its planned annual general meeting for 2020. The trader may find it useful to familiarize themself with this technology beforehand.
