Georgia Governor Temporarily Authorizes Virtual Annual Meetings in Light of COVID-19
On March 20, 2020, the Governor of Georgia issued Executive Order No. 03.20.20.02 which, among other things, temporarily authorizes corporations incorporated under the laws of Georgia to hold annual meetings of shareholders by means of remote communications in lieu of holding a physical meeting during the emergency occasioned by the COVID-19 pandemic, which such state of emergency in Georgia is currently set to expire on April 13, 2020. Prior to this Executive Order, Georgia was one of the few states that did not provide for some form of virtual participation in meetings.
To hold a virtual annual meeting, the corporation’s board of directors is required to establish procedures to enable shareholders and proxyholders not physically present at the meeting with a reasonable opportunity to participate, be deemed present in person, and be permitted to vote on matters presented at the meeting. For public companies, this will likely require a robust platform provided by a third party provider, such as Broadridge or Alliance Advisors.
During the emergency, the “place” of an annual meeting under Section 14-2-705(a) of the Georgia Business Corporation Code (governing notices of meetings) is deemed to include the method of remote communication through which shareholders may participate in a meeting held solely by means of remote communication. If a corporation chooses to hold a meeting solely by means of remote communication, then the provisions of the Georgia Business Corporation Code that require a corporation to make available a list of shareholders on a reasonably accessible electronic network, so long as the information required to gain access to such list is provided with the notice of the meeting upon request, are suspended, provided that such information is otherwise communicated to the shareholders in advance of such meeting.
By temporarily allowing annual meetings to be conducted virtually, Georgia corporations now joins other corporations that have already begun taking such precautions in light of the COVID-19 pandemic.
Moving from a traditional in-person meeting to a virtual or hybrid format also involves an analysis of the company’s bylaws, and for publicly held companies, consideration of recent Securities & Exchange Commission guidance on this topic, which can be found here.
This blog post is an update to a previous post regarding general insight on contingency plans for annual meetings in the light of the COVID-19 pandemic, which can be found here.
We invite you to contact us if you have any questions regarding virtual annual meetings or the Executive Order.
While we are pleased to have you contact us by telephone, surface mail, electronic mail, or by facsimile transmission, contacting Kilpatrick Townsend & Stockton LLP or any of its attorneys does not create an attorney-client relationship. The formation of an attorney-client relationship requires consideration of multiple factors, including possible conflicts of interest. An attorney-client relationship is formed only when both you and the Firm have agreed to proceed with a defined engagement.
DO NOT CONVEY TO US ANY INFORMATION YOU REGARD AS CONFIDENTIAL UNTIL A FORMAL CLIENT-ATTORNEY RELATIONSHIP HAS BEEN ESTABLISHED.
If you do convey information, you recognize that we may review and disclose the information, and you agree that even if you regard the information as highly confidential and even if it is transmitted in a good faith effort to retain us, such a review does not preclude us from representing another client directly adverse to you, even in a matter where that information could be used against you.