How to Prep for an Annual Shareholders’ Meeting

Are you new to planning an annual shareholders’ meeting? Fear not! While it’s true that executing a successful annual shareholders’ meeting requires careful planning and juggling numerous moving pieces, we’re here to help. You might not be given a clear direction about what to include on your agenda, so let’s break down what you should do as the meeting approaches. 

Whether you are managing your first meeting or need a refresher, this blog will help simplify your planning process and identify annual shareholder meeting requirements—plus give you a checklist of the steps and processes needed to have a well-run annual meeting.

Legal requirements of an annual meeting and the types of shareholders

The primary purpose of annual meetings is to allow shareholders to elect the directors responsible for overseeing the company and its strategic direction. Shareholders may also be asked to vote on matters proposed by management or other shareholders. 

There are two types of shareholders: registered owners and beneficial owners. A registered owner holds shares directly with the company, while a beneficial owner holds shares indirectly through a bank or broker-dealer. 

Registered owners, aka record holders, receive a proxy and cast votes directly with the company that issues the shares. On the other hand, beneficial owners receive a voting instruction form directing their brokerage firm or other financial institution on how to vote their shares. The brokerage firm (or bank or custodian) casts the proxy vote with the company after receiving instructions.

Meeting the requirements  

Planning 

• Set meeting and record dates, and keep in mind the following: 
  • State law and bylaw requirements
  • Exchange requirements
  • Practical requirements and considerations
• Determine the location for the meeting 
  • Will it be in person, virtual, or both?
• Directors & officers (D&O) questionnaires:
  • Distribute questionnaires to directors and officers to obtain information necessary to complete the annual report and proxy statement
  • Questionnaires should be updated annually for changes in securities laws and exchange requirements
  • Questionnaires are often distributed as early as December of the year preceding the annual meeting

Initial board actions

Initial board actions are generally taken between late December and early February for calendar-year companies.

You need to determine the proposals that will be submitted to stockholders. Common proposals include: 

• Election of directors
• Approval of equity compensation plans
• Charter amendments
• Ratification of auditors
• Certain equity issuances (e.g., to affiliates)
• Say on pay
• Frequency of say on pay

Be sure to double-check that any proposals have been submitted by stockholders in accordance with SEC rules or advance notice provisions of bylaws. 

What’s the deal with proxies?

Preparing your annual report & proxy statement 

Public companies are required to report Form 10-K, Form 10-Q, and Form 8-K. These are required to be filed within a specified number of days after the end of each reporting period or after certain material events. Emerging growth companies or smaller reporting companies have scaled disclosure requirements.

Annual report

• The annual report includes information regarding the company’s business, management, and operational and financial status, similar to what’s included in Form S-1
• SEC rules require an annual report to accompany or precede a company’s proxy statement for any shareholders meeting at which shareholders will elect directors
• Form 10-K/10-K wrap

Proxy statement

• Public companies must file and deliver a proxy statement in connection with the solicitation of proxies for annual or special meetings
• The proxy statement generally contains the following:
  • A description of the proposals being submitted to shareholders
  • Corporate governance information (e.g., director independence, board committees, requirements for stockholder proposals)
  • Compensation information for executive officers and directors
  • Compensation Discussion and Analysis, CD&A (if required)
  • Security ownership information

Why you should consider an enhanced proxy

Gone are the days when proxies are just drab black-and-white Word documents. These days, it’s easy to optimize your shareholder communications with design elements. Enhanced proxies allow you to:

Make a bold statement

• Easily create attention-getting covers that put your brand values front and center
• Incorporate eye-catching photos that represent your business/customers 
• You can easily use existing templates or supply your own custom artwork

Highlight key messages

• Provide a crisp and compelling way to state your case using visuals 
• Show shareholders what's new and/or essential at a glance 
• Introduce board candidates with photos

Simplify complex information

• Charts and graphs make complex data and evolving trends easy to understand 
• Tailor to create a custom look that reflects your brand 

You made it through the meeting! Now what?

While you should definitely give yourself a pat on the back for putting on a successful annual shareholder meeting, the work isn’t done yet. There are still several post-meeting tasks to complete. 

• Item 5.07 Form 8-K, due within four business days after the annual meeting, covers information about the results of the votes at the annual meeting
• Turn in Form S-3 if needed 
• Section 16 filings (Form 4s for equity awards that were granted subject to stockholder approval or that were granted immediately following the annual meeting)

Want help in putting together your proxy forms? Broadridge plays a central role in making this complex process manageable.

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