On April 7, 2020, the SEC's Division of Corporation Finance and Division of Investment Management updated guidance for conducting shareholder meetings to allow issuers affected by COVID-19 to change from physical mailing of proxy materials to a notice-only delivery method.

Due to COVID-19, issuers are encountering delays in the printing and physical mailing of their proxy materials for upcoming shareholder meetings, and are now seeking to furnish their proxy materials through the notice-only delivery option under Exchange Act Rule 14a-16 (for more information, see Notice of Internet Availability of Proxy Materials: Form Check and Website Requirements Checklist). The SEC's updated guidance allows issuers, in circumstances where delays are unavoidable due to COVID-19-related difficulties, to use the notice-only delivery method even if they are unable to comply with all notice and timing requirements of Rule 14a-16, including:

Issuers changing to a notice-only delivery method must follow the SEC's previously issued guidance for changing the meeting date, time, and location (for more information, see Legal Update, SEC Provides Guidance for Conducting Annual Meetings Amid COVID-19 Concerns). Furthermore, affected issuers and intermediaries should still continue to use their best efforts to send paper copies of proxy materials and annual reports to requesting shareholders, even if such deliveries would be delayed.

The SEC also clarified its guidance for changing the meeting date, time, and location applies to:

For more information on proxy statements and annual meetings, see the Proxy Statement and Annual Meeting Toolkit and Logistics of Virtual Stockholder Meetings Checklist. For continuing Practical Law coverage of the impact of COVID-19, see Practice Note, Road Map to the COVID-19 Impact on Capital Markets and Securities.