INTRODUCTION –

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. Holding an annual meeting of shareholders, however, is much more than merely fulfilling a express a judgment on management’s stewardship of their company, allows management to obtain shareholder approval of important matters and provides a forum for management and shareholders to discuss the progress and direction of the company’s business.

This handbook is intended to assist companies in preparing for the annual meeting. It provides a general 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, a conduct of an annual meeting is included. 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 handbook is not intended as a substitute for a careful review of the relevant provisions of: the federal securities laws, rules and regulations; the state corporate law applicable to the company; stock exchange or stock market rules and regulations; the company’s charter and bylaws; and any resolutions of the board of directors of the company that may affect the annual meeting. Readers should review the laws, rules and regulations that govern their company and its charter and bylaws in preparing for and conducting any meeting of shareholders, whether an annual meeting or a special meeting, and in preparing the required proxy solicitation materials.