On April 14, 2020, Larry Hogan, the Governor of the State of Maryland, issued Order of the Governor of the State of Maryland no. 20-04-14-02 "Facilitating Meetings of Stockholders of Maryland Corporations and Meetings of Shareholders of Maryland Real Estate Investment Trusts by Remote Communication."
To avoid having individuals congregate at meetings, the Order allows a public Maryland corporation or real estate investment trust to change a previously-noticed annual or special meeting from an in-person to a virtual meeting (either solely or in part), or to postpone or adjourn the meeting to another date and time (whether in person or virtual), without mailing additional notice or convening at the originally-noticed location. In lieu of mailing a notice, the Order requires the company to issue a press release describing the change in format, postponement or adjournment, post the press release prominently on the company's website and publicly file notice of the change, postponement or adjournment with the Securities and Exchange Commission. The Order also suspends several statutes under the Maryland General Corporation Law and the Maryland REIT Law, as necessary to give full effect to the Order.
To take advantage of this relief, a Maryland corporation or real estate investment trust that has previously sent notice of its meeting must be subject to SEC reporting requirements under Section 13 or Section 15 of the Securities Exchange Act of 1934 and its Board must determine that, as a result of the public health threat posed by COVID-19 in the United States, the action is "reasonable, prudent and advisable." The Order remains effective until the current state of emergency terminates, unless specifically rescinded, superseded, amended, or revised by additional orders.
This proxy season, an overwhelming number of our clients are considering the issues relating to virtual annual meetings for the first time. We have assisted clients for many years on matters specific to virtual meetings conducted under Maryland law, including the meeting notice, proxy disclosures, registration requirements, conduct of the virtual meeting, scripts, meeting guidelines and balloting.
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As always, we are available at any time to discuss these or other matters of Maryland law.