Nearly every public company in the United States is required by its charter documents, the corporate law of its state of incorporation, and the federal securities laws to hold a meeting of shareholders at least once each year. However, holding an annual meeting of shareholders involves much more than merely fulfilling a legal requirement. The annual meeting allows shareholders to express a judgment on management’s stewardship of their company, enables management to obtain shareholder approval of important matters, and provides a forum for management and shareholders to discuss the progress and direction of the business.
This handbook is intended to assist companies in preparing for the annual meeting. It provides an outline of the key legal requirements contained in the federal securities laws and state corporate laws, as well as the requirements of the stock exchanges and other trading markets. In addition, it includes a discussion of practical tips relating to the preparation and conduct of an annual meeting. Although this handbook addresses issues primarily of concern to companies with publicly traded securities, many of the same issues are also relevant to annual meetings of privately held companies.
This 2024 Edition of the Annual Meeting Handbook will provide a general overview of state and federal laws and stock exchange rules relating to annual meetings of shareholders. There are valuable resources in the Appendix:
Appendix A: General Notice and Filing Requirements for Annual Meetings and Related Matters
Appendix B: Sample Agenda and Rules of Conduct
Appendix C: Sample Annual Meeting Script
Appendix D: Selected Contents of the Notice of Internet Availability of Proxy Materials
Appendix E: Selected Bibliography
To learn more, download the guide below.
