A lot of attention has been paid to Securities and Exchange Commission rule proposals that would change the way proxy advisory firms make recommendations and raise the thresholds for submitting shareholder proposals.
And while those rules, if finalized, would greatly affect future proxy seasons, the 2020 season has interesting wrinkles of its own, sources said.
At publication time, the full impact of the coronavirus and the stock market slide remains to be seen.
Courteney Keatinge, New York-based senior director of environmental, social and governance research at proxy-voting advisory firm Glass, Lewis & Co., said it's possible that some public companies could see proxy vote outcomes affected because of business disruptions caused by the virus.
"We always find, particularly when it comes to compensation, when companies are not doing very well financially, (shareholders) don't want to see executives doing very well either," she said referring to executive compensation shareholder resolutions.
On March 4, the SEC issued "conditional" regulatory relief, providing companies impacted by COVID-19 up to 45 additional days to file disclosures due between March 1 and April 30, including quarterly reports. Issuers who delay their disclosures must provide "a summary of why the relief is needed in their particular circumstances," the SEC order stated.
SEC Chairman Jay Clayton said in a news release that while timely public filings are crucial, the virus upheaval may prevent certain issuers from compiling these reports within required time frames. "We also remind all companies to provide investors with insight regarding their assessment of, and plans for addressing, material risks to their business and operations resulting from the coronavirus to the fullest extent practicable to keep investors and markets informed of material developments," Mr. Clayton added.
On March 13, the SEC published guidance for companies, setting out the process companies should follow if they decide to change the date, time or location of an annual meeting. That includes issuing a news release, filing the announcement on EDGAR, and taking "all reasonable steps necessary" to inform other intermediaries in the proxy process and other relevant market participants of the changes.
Two weeks before its March 18 annual meeting, Starbucks Corp. scrapped its in-person meeting in favor of a "virtual-only" meeting. Ms. Keatinge said more companies may go the virtual-only route this proxy season.
The SEC also published guidance for companies looking to hold virtual shareholder meetings. If an issuer plans to conduct a virtual meeting, it must notify its stockholders, intermediaries in the proxy process and other market participants of such plans in a timely manner and disclose clear directions on the logistical details of the meeting, including how stockholders can remotely access, participate in and vote, the SEC said.