In an effort to further combat the spread of COVID-19 within the state of Delaware, Gov. John Carney has issued guidance for public corporations with upcoming stockholder meetings impacted by the COVID-19 pandemic. The guidance is included in an April 6, 2020 Tenth Modification to his previous State of Emergency Declarations (a copy of our previous alert related to self-quarantine requirements can be found here).

In order to encourage remote meetings, the Declaration provides the following notice and adjournment procedures: 

• "If, as a result of the public health threat caused by the COVID-19 pandemic or the COVID-19 outbreak in the United States, the 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 stockholders of the change solely by a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to § 13, § 14 or § 15(d) of such Act and a press release, which shall be promptly posted on the corporation’s website after release; and

• If it is impracticable to convene a currently noticed meeting of stockholders at the physical location for which it has been noticed due to the public health threat caused by the COVID-19 pandemic or the COVID-19 outbreak in the United States, 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 Securities and Exchange Commission pursuant to § 13, § 14 or § 15(d) of such Act and a press release, which shall be promptly posted on the corporation’s website after release."

The governor recommends that all stockholder meetings be conducted by remote communication in order to promote the safety, health and wellbeing of all participants.