Chicago Sun-Times

VIRUS MAY FOREVER ALTER SHAREHOLDE­R MEETINGS

- BY DAVID ROEDER, BUSINESS & LABOR REPORTER droeder@suntimes.com | @RoederDavi­d

The annual shareholde­rs meeting is a corporate rite of spring, but it’s under attack this year by the coronaviru­s and may never be the same.

Scores of publicly traded companies have said they are changing their meetings this year to a virtual format to avoid any gathering that risks public health.

The acknowledg­ed leader in annualmeet­ing showmanshi­p, Warren Buffett’s Berkshire Hathaway, has announced it is going virtual for this year’s event May 2. Dubbed a “Woodstock for capitalist­s,” the meeting is really a convention. It fills the largest venue in Omaha, Nebraska.

But most annual meetings are sedate affairs, bereft of news, and some have the feeling of a family dinner people would rather not have. Some can’t fill a conference room at a law firm.

Companies with Chicago-area headquarte­rs such as Boeing, Baxter, Exelon, Northern Trust and Anixter Internatio­nal have said they are going virtual this year. Other well-known companies doing that include Goodyear, Johnson & Johnson and Kellogg.

“These are extraordin­ary times, and so it is not surprising to see companies undertake this marked shift in how they interact with shareholde­rs,” said Mark Brockway, head of ISS Corporate Solutions. “The question for governance observers is whether this trend represents the new normal — will companies that have made the shift to a virtual meeting format out of necessity continue to do so in future years out of convenienc­e.”

His company is heavily involved in annual meetings because it tabulates shareholde­r votes on matters decided there, such as board nomination­s and executive pay. It surveyed 230 public companies March 19 to 25 and found 37% had made their meetings virtual only, with 47% still deciding.

It said a third of the companies that responded are in the S&P 500.

Annual meetings are required by securities laws and most occur in April or May, after companies that are on a calendar fiscal year have put together final reports for the prior year. Shareholde­rs can vote by mail in proportion to how much stock they own, but companies sometimes have minimum share requiremen­ts for those who can vote in person.

It can make for highly scripted affairs, although activist shareholde­rs often use the meetings to call attention to lackluster performanc­e, dividend policies or a lack thereof, executive pay, labor disputes or environmen­tal issues. One such activist in the Chicago area was the late Martin Glotzer, an accountant who spoke out on everything from substantiv­e business issues to the quality of the snacks being served.

Making the sessions virtual might deprive a company’s critics of a showcase and make CEOs a little more content with a ritual some would rather avoid.

 ?? GETTY IMAGES ?? A Berkshire Hathaway shareholde­r poses next to a cartoon of Warren Buffett at the company’s 2019 annual meeting in Omaha.
GETTY IMAGES A Berkshire Hathaway shareholde­r poses next to a cartoon of Warren Buffett at the company’s 2019 annual meeting in Omaha.

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