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Conducting Annual Meetings During the COVID-19 Outbreak


Updated as of March 25, 2020

To Our Valued Clients:

I hope this update finds you and your families well. Despite the evolving pandemic and related economic conditions, Broadridge is operational around the globe.

Our highest priorities are keeping our associates safe and ensuring our ability to serve you. Broadridge’s Executive Leadership and Global Crisis Management teams are working around the clock to ensure uninterrupted service delivery to our clients. We welcome any questions you have about our business continuity preparations, some of which may be addressed in this list of common questions.

Broadridge’s scale, technology, business resilience and associates are standing strong: 

  • Our SEC EDGAR filing and typesetting team is available 24/7 to help Issuers meet their regulatory requirements.
  • At a time when companies have an increased need to interact with their customers and stakeholders, we are helping companies disseminate essential communications to account holders and investors digitally and across numerous dispersed print facilities, creating redundant and multi-channel methods to communicate.
  • This year we expect that 90% of shares and 80% of proxy communications will be processed fully electronically. Virtually all institutional shares are sent electronically to voting platforms such as Broadridge’s ProxyEdge, Institutional Shareholder Services’ platform, Glass Lewis’s platform and a few others.  Retail shareholders can receive and vote their proxy communications and vote through multiple electronic channels including email, investor mailbox (which is accessed through a broker’s website), a broker app provided through our API, and our ProxyVote app.  It is very important to note that 95% of all shares are voted electronically.  Our vote processing operations are fully up to speed. 

Virtual Shareholder Meetings (VSMs)

As we approach peak season for public companies to hold their annual shareholder meetings, we expect to accommodate more than twice the number of virtual shareholder meetings compared to last year. In support of those Issuers making this change please note the following important updates:

  • The SEC recently published guidance to assist public companies, investment companies, shareholders, and other market participants with their upcoming annual shareholder meetings during this period, including through the use of VSMs.
  • The States of Connecticut, Georgia, New Jersey and New York have altered certain restrictions on VSMs.   Many other states may continue this process and we will keep you updated along the way.
  • Glass Lewis has updated its policy regarding VSMs via a communication that reads: “For companies opting to hold a virtual-only shareholder meeting due to COVID-19 between March 1, 2020 and June 30, 2020, we will generally refrain from recommending to vote against members of the governance committee on this basis, provided that the company discloses, at a minimum, its rationale for doing so, including citing COVID-19.” You can read the full policy update here.

Broadridge has made investments and adjustments to accommodate the increased demand for VSMs from existing and new clients. Here are several options that we can accommodate in response to Issuers’ requests:

  • Issuers are electing VSM as a potential alternative if circumstances dictate.
  • If Issuers are choosing a VSM after they have distributed their proxy materials, the new SEC guidance provides that Issuers can announce the change to a VSM without the need to send additional proxy materials as long as they issue a press release announcing the change, file that announcement with the SEC, and notify intermediaries and other relevant parties in the proxy process of the change.
  • If Broadridge is selected to manage both beneficial and registered shareholder communications then all shareholders can attend the annual meeting using the same VSM platform and all shareholders will be able to vote and ask questions.
  • Broadridge is also offering Issuers the ability to host a Beneficial Shareholder-only virtual shareholder meeting if the Issuer plans to continue working with its current annual meeting agent.

Broadridge can offer other options for Issuers that your Broadridge representative can share with you. Our goal is to offer flexibility to you during the COVID-19 outbreak.

About our Associates

Our associates are critical to our ability to serve you in both normal and challenging times, and we have taken additional measures to protect their health and their ability to work by expanding work from home protocols. In most regions, non-production associates are effectively performing their work remotely. In production groups, shifts remain strictly separated, and supplementary cleaning and distancing protocols continue.

Broadridge is committed to supporting your critical business functions and we stand ready to assist you in any way we can. We will continue to provide updates in the weeks ahead, and of course will continue to monitor the situation closely and coordinate responses based on local needs and risk. For additional information, contact your Broadridge representative.

Sincerely,

Dorothy Flynn
President, Corporate Issuer Solutions, Broadridge Financial Solutions, Inc.