Minnesota Governor Signs Executive Order Regarding Annual Meetings of Minnesota Public Companies

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Minnesota Governor Tim Walz has signed Emergency Executive Order 20-43 addressing the annual meeting requirements of Minnesota public companies as a result of the COVID-19 pandemic.  According to the Executive Order:

  • If, as a result of the public health threat caused by the COVID-19 pandemic, a board of directors wishes to change a meeting currently noticed for a physical location to a meeting conducted solely by remote communication, it may notify shareholders of the change at least ten days before the meeting by both identifying the change in a document publicly filed by the corporation with the SEC pursuant to sections 13, 14, or 15(d) of the Securities Exchange Act of 1934, as amended, and by issuing a press release that identifies the change. The press release must promptly be posted on the corporation’s website after release. In addition, notification must simultaneously be provided to shareholders by email, if those email addresses are known to the corporation.
  • If it is impracticable for a corporation to convene a currently noticed meeting of shareholders at the physical location for which it has been noticed due to the public health threat caused by the COVID-19 pandemic, such corporation may adjourn such meeting to another date or time, to be held by remote communication, by providing notice of the date and time and the means of remote communication in a document filed by the corporation with the SEC pursuant to sections 13, 14, or 15(d) of the Securities Exchange Act of 1934, as amended, and by issuing a press release, which must promptly be posted on the corporation’s website after release. In addition, notification must simultaneously be provided to shareholders by email, if those email addresses are known to the corporation.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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