A.
Understanding Electronic Stockholders' Meetings
- What is an "electronic stockholders' meeting"?
- How can a company benefit by holding an electronic-only
stockholders' meeting?
- How can a company benefit by supplementing
its physical stockholders' meeting with an electronic component?
- What risks does a company face if it holds
an electronic-only stockholders' meeting with no physical
counterpart?
- How much does an electronic supplement to
a physical stockholders' meeting cost?
B.
Legal Considerations for Electronic Stockholders' Meetings
- Can a company hold an electronic stockholders'
meeting in lieu of a physical meeting?
- How do state laws restrict companies from
holding electronic-only stockholders' meetings?
- Which states have modernized their laws to
permit electronic-only meetings?
- Can stockholders submit ballots by telephone
at an electronic-only meeting?
- How can a company's corporate governance
documents restrict its ability to hold an electronic-only
stockholders' meeting?
- Do the stock exchanges require that listed
companies hold physical stockholders' meetings?
- Can companies use the discretionary authority
provided by record holders in their proxies if the holders
"attend" electronic-only meetings to submit a ballot?
- Can beneficial owners "attend" an electronic-only
meeting and submit a ballot if they already executed a proxy?
- Do the federal securities laws restrict companies
from holding their stockholders' meetings online?
- If a company allows electronic voting, can
it still electronically receive proxies while the stockholders'
meeting is being held?
- What are the administrative procedures in
conducting an electronic-only meeting?
- Can a company limit online participation
in a supplemental Webcast of its stockholders' meeting to
stockholders only?
- Should companies lobby their state legislatures
to be able to conduct electronic-only stockholders' meetings?
- Why might a company not want to allow remote
electronic balloting at its stockholders' meeting?
- Can stockholders submit a binding bylaw amendment
to force a company to conduct an electronic-only stockholders'
meetings?
- Should companies archive their electronic
stockholders' meetings?
- Can companies electronically deliver notices
of stockholders' meetings?
C.
Use of Electronic Access to Physical Stockholders' Meetings
- Are companies holding electronic-only stockholders'
meetings?
- Can stockholders force companies to provide
supplemental electronic access to physical meetings?
- Which companies have provided supplemental
electronic access to physical stockholders' meetings?
- How does a supplemental Webcast to a physical
stockholders' meeting work?
- Which service providers assist companies
to provide supplemental Webcasts of their physical stockholders'
meetings?
A. Understanding Electronic Stockholders'
Meetings
What is an "electronic stockholders'
meeting"?
A meeting where stockholders and management
are not in the same room - but yet they meet.
They can be separated by thousands of
miles, connected electronically by telephones and/or the Internet
- and typical stockholder meeting business is conducted.
For Delaware companies, electronic
stockholders' meetings can be "electronic-only" (which means
that there is no physical counterpart and that balloting can
be accomplished electronically via e-mail, through a Web form
or telephonically) or companies incorporated in any state can
use them as a supplement to their physical stockholders' meetings.
How can a company benefit by holding
an electronic-only stockholders' meeting?
Save money and time (including the valuable
time of senior management and the board) - as well as project
a tech-savvy image. A stockholders' meeting is a costly and
time intensive process that can be streamlined if conducted
electronically. See more @ how much does an electronic-only
stockholders' meeting cost.
In addition, it may enhance the effectiveness
of a company's investor relations - since more stockholders
likely would access an electronic meeting compared to attending
a physical meeting. However, there also are risks of negative
stockholder reaction and media coverage. See more @ risks of
holding electonic-only meetings. Source:
An article advocating the use of electronic-only
stockholders' meetings is Mark Britton, "Electronic Stockholders'
Meetings - Delaware Begins the Next Chapter," Corporate Governance
Advisor (Sept./Oct. 2000).
How can a company benefit
by supplementing its physical stockholders' meeting with an
electronic component?
Project a tech-savvy image - as well
as enhance the effectiveness of the company's investor relations.
Since more stockholders likely
would access an electronic meeting compared to attending a physical
meeting - supplemental Webcasts enhance the relevance of stockholders'
meetings. For example, the popularity of these Webcasts has
skyrocketed during the past year in the analyst conference call
context - both for investors and companies. However, so far,
the interest of investors in supplemental stockholder's meetings
is not as strong.
The high level of interest by investors to
gain access to company events is reflected by the thousands
of investors who submitted comment letters to the SEC regarding
access to analyst conference calls. See
more @ background of Regulation FD.
What risks does a company face
if it holds an electronic-only stockholders' meeting with
no physical counterpart?
Increased shareholder activism is quite
possible - as well as potential negative media coverage based
on the scorn of disappointed stockholders that like to have
the opportunity to attend physical meetings.
Some investors have expressed concerns
that electronic-only meetings would deprive them of the opportunity
to meet with company representatives face to face. They believe
that these physical meetings allow investors to better express
their positions - and that management and the board listen more
closely when communications are made in person.
After Delaware changed its laws
in 2000, the Council of Institutional Investors wrote letters
to the CEOs of all companies incorporated in Delaware urging
them not to conduct electronic-only meetings. Unions also are
concerned about the changes in the Delaware law.
Particularly for matters that are contested
at a stockholders' meeting, electronic-only meetings pose the
risk that a company can be surprised by large stockholders who
vote at the meeting or change their vote - thereby making the
outcome of meetings less predictable. See more @ predictability
of electronic balloting.
A risk for management is that an
electronic-only meeting likely would result in greater attendance
with more questions asked compared to a physical meeting - since
attending an electronic meeting is fairly easy. This is a risk
for those companies who like their meetings small and intimate
(i.e. the fewer questions, the better) - but an advantage for
those who don't mind the attention.
Since only one company has held an electronic-only
stockholders' meeting (and it received no press coverage), it's
difficult to predict how these meetings truly would be accepted
by stockholders and the media. See more @ administrative hurdles
in conducting electronic-only meetings. Source:
An article criticizing the possible use
of electronic-only stockholders' meetings is Ann Yerger, "Cyberspace
Stockholders' Meetings: No Substitute for the Real Thing," Corporate
Governance Advisor, Nov./Dec. 2000.
How much does an electronic supplement
to a physical stockholders' meeting cost?
Webcasts range from $600 to $1000 depending
on whether it's audio only - or has a slide show and other bells
and whistles. For companies
that only want stockholders and their agents (e.g. proxy holders)
to participate, it may cost more to exclude non-stockholders
from remote participation for an electronic-only meeting (by
implementing a password-protected system) compared to a physical
meeting (bouncer at the door).
B. Legal Considerations for Electronic
Stockholders' Meetings
Can a company hold an electronic
stockholders' meeting in lieu of a physical meeting?
Only if they are incorporated in Delaware.
The state law of the state in which a company
is incorporated dictates a company's ability to hold an electronic-stockholder's
meeting. Most states have laws that require stockholders' meetings
to be held at a physical location. Delaware recently adopted
amendments to its law that would make an electronic-only meeting
possible. See more @ Delaware amendments.
Another consideration is whether a company's
corporate governance documents - particularly the bylaws - require
that stockholders' meetings be held in a physical location.
See more @ corporate governance considerations. Note that most state stockholders'
meeting laws also require that meetings be held once a year
- which is reflected by a similar bylaw requirement for most
companies.
How do state laws restrict companies
from holding electronic-only stockholders' meetings?
Normally by having a law that dictates
the location of stockholders' meetings. In some states, the
law may be silent as to the required location of stockholders'
meetings. For example,
Section 600 of the California Corporations Code requires that
meetings may be held at a place chosen by the Board, either
within or outside the state. It's unclear whether a "place"
requires a physical meeting. Before interpreting silence as
allowing electronic-only meetings, a company should verify that
not having a physical location would prevent it from obtaining
a quorum - since most state laws require that a quorum be met
by "person or by proxy" (of course, companies almost always
have sufficient proxies in hand, so this is not a real issue).
If a company believes that
a law is sufficiently flexible to conduct an electronic-only
meeting, it probably should obtain a legal opinion to protect
itself (particularly since holding an electronic-only meeting
would be a groundbreaking event and attract a lot of attention).
A company also should confirm
that the applicable state agency and exchange (on which the
company's stock is listed) have no problems with an electronic-only
meeting - this should be done as a precautionary courtesy, even
though they do not have regulations that appear to interfere
with the ability to conduct electronic-only meetings.
Which states have modernized
their laws to permit electronic-only meetings?
Only one state, Delaware, has adopted amendments
that would permit companies to hold electronic-only meetings
(although other states, like Massachusetts, are reported to
be considering it). Although not the product of modernization,
some other states are silent about the location of stockholders'
meetings and possibly could allow for electronic-only meetings.
See more @ state law's silence about location.
Under Delaware law, a company's Board of
Directors has the sole discretion to conduct an electronic-only
meeting - but must consider its fiduciary duties in making this
determination. See more @ fiduciary duties in conducting an
electronic-only meeting.
Under Delaware law, remote stockholders
and proxy holders would be considered "present" for quorum and
voting purposes - if the company has the ability to reasonably:
- verify the identities of stockholders;
- verify voting results;
- allow all remote participants to "attend" the meeting
on a substantially concurrent basis (see more @ how street
name holders need to revoke their proxies before submitting
ballots online); and
- allow all remote participants to participate and vote
despite their remote location.
As an alternative to electronic-only
meetings, a company incorporated in Delaware can still hold
a physical meeting that has an electronic component - but this
component is not "supplemental." These companies can allow remote
participation (that would count for quorum and voting purposes)
in addition to physical participation. See more @ why companies
supplement their physical meetings with electronic access.
Source: The
Delaware changes included a new Section 232 of the Delaware
General Corporation Law as well as wholesale amendments to Sections
211 and 219 and minor amendments to Sections 222, 224, 228,
230 and 231. An excellent article on the new Delaware law when
it was first proposed is Jesse Finkelstein, "Shareholder Meetings
in Cyberspace: Will Your Next Meeting Location Be a Web Site?"
Insights (June 2000). Another excellent article is Gregory Varallo
and Richard Rollo, "Developments in Shareholder Meetings" Insights
(January 2001).
Can stockholders submit ballots by
telephone at an electronic-only meeting?
Probably under Delaware law. The Delaware
law allows "remote communication" - which arguably includes
telephonic balloting. Inforte, the first company to conduct
a pure e-meeting allowed voting by facsimile.
Of course, any telephonic system needs to
meet the conditions of holding an electronic-only meeting. See
more @ conditions of electronic-only meeting. As a practical
matter, companies probably prefer Webcasting and e-mail use
since these are cheaper than setting up a large teleconference.
See more @ costs of electronic-only meetings.
Source:
Section 232 of the Delaware General Corporation Law allows electronic
balloting by "remote communication." This is contrasted to Section
212(d)(2) that allows proxy submission by "electronic communication,"
not "remote communication."
How can a company's corporate governance
documents restrict its ability to hold an electronic-only
stockholders' meeting?
A company's bylaws probably have a "Place
of Meetings" or similar provision that dictates where its stockholders'
meetings must be held. Even
if a bylaw is flexible, such as allowing meetings at any place
in the U.S. or as may be designated in the meeting notice -
it probably still is too restrictive and would have to be amended
to specifically allow for an electronic-only stockholders' meeting.
If the bylaws delegate the
power to select a meeting place to the Board of Directors, they
must use their business judgment to choose a location. Some
cases hold that inconvenient or non-related locations may be
challenged under the business judgment rule - so a Board should
deliberate and be comfortable that it has fully considered these
issues before requiring stockholders to electronically access
a stockholders' meeting.
Do the stock exchanges require
that listed companies hold physical stockholders' meetings?
It's not clear - even though there does
not appear to be any restrictive regulations, a company probably
should verify that its exchange does not have a concern as a
precautionary courtesy. The
NYSE and Nasdaq require that listed companies have annual stockholder
meetings - but their regulations do not specify where they should
be held. Note that the
NYSE once reportedly threatened to delist a company that claimed
that it would discontinue holding its annual stockholders' meetings
altogether. However, complete abandonment of holding meetings
arguably can be distinguished from replacing physical meetings
with electronic-only meetings. Source:
Section 302 of the NYSE Manual requires
that listed companies hold annual meetings - but does not address
the location of the meetings. Similarly, the NASD Manual and
Notices to Members includes a 1987 Notice to Members (87-46)
that approved amendments to Schedule D to the NASD By-Laws that
require listed companies to hold annual meetings - but does
not address the location of the meetings. The
NYSE threatened to delist Fuqua Industries if it stopped holding
annual meetings as reported in "Annual Meetings Gather Criticism;
Some View Them as a Waste of Time, Money," Chicago Sun-Times
(May 15, 1994).
Can companies use the discretionary
authority provided by record holders in their proxies if the
holders "attend" electronic-only meetings to submit a ballot?
Probably not. By voting at the meeting
itself, the proxies probably are deemed to be revoked and the
discretionary authority granted null and void.
Source: Rule
14a-4(c)(1) of Regulation 14A sets forth when companies have
discretionary authority under proxies.
Can beneficial owners "attend"
an electronic-only meeting and submit a ballot if they already
executed a proxy?
It's somewhat uncertain due to administrative
issues. Perhaps only if they either are able to timely revoke
the proxy - or get a proxy from the record holder that "runs"
back to them.
As required by state law, most companies
normally allow proxies to be revoked at their physical stockholders'
meetings. However, the administrative burden of handling potentially
large numbers of revocations at the meeting itself could lead
companies to set earlier cut-off dates - this would require
street name holders to get proxies running back to them from
their record holders. For example, ADP-ICS has a cut-off for
electronic voting the day before a meeting (this precludes electronic
revocations as well). See more @ administrative hurdles of conducting
an electronic-only meeting.
Do the federal securities laws
restrict companies from holding their stockholders' meetings
online?
No. The federal securities laws do not
bear on where a stockholders' meeting is held or whether it
is held electronically - the SEC regulates only the solicitation
of proxies to be presented at a meeting.
Note that the SEC staff has stated that companies
that provide material nonpublic information at physical stockholders'
meetings that are not widely accessible do not comply with Regulation
FD. This has led to more supplemental Webcasts of stockholders'
meetings. See more @ information provided at meetings under
Regulation FD.
If a company allows electronic voting,
can it still electronically receive proxies while the stockholders'
meeting is being held?
Probably not. State laws normally limit
the ability of companies to receive electronic proxies once
the polls are open at a stockholders' meeting - since stockholders
must be "present" in person or by proxy at a meeting to vote
using a ballot.
However, Delaware has amended its laws to
allow stockholders to remotely electronically vote on a ballot
at a meeting if a company allows it. Although electronic balloting
is different than electronic proxies, the result for the stockholder
is the same. See more @ Delaware amendments.
What are the administrative procedures
in conducting an electronic-only meeting?
It's difficult to predict since only
one small company has conducted an electronic-only meeting.
However, it could be difficult
to timely collect and count electronic ballots at most meetings
since the meetings typically last less than an hour. Another
hurdle would be how to handle a large number of proxy revocations
- and new ballots - at the meeting. Until
technology is developed so that a meeting can be conducted online
seamlessly, companies and their agents may decide to forego
electronic balloting - and continue cutting off electronic voting
of proxies a day or so before a stockholders' meeting is held.
This cut-off practice is permissible - but the cut-off should
be disclosed in the company's proxy material.
Can a company limit online
participation in a supplemental Webcast of its stockholders'
meeting to stockholders only?
Yes. Technology can be used to require that
stockholders input data to verify their status as stockholders
before gaining access to a Webcast - but in practice, restricting
meeting access may be a poor public and investor relations move
since investors have been quite vocal about accessing information
that is restricted. See more @ why
investors like Webcast analyst conference calls.
Should companies lobby their state
legislatures to be able to conduct electronic-only stockholders'
meetings?
Perhaps - the state laws that require
physical meetings were enacted well before electronic-only meetings
were possible. Caselaw
addressing meetings note that the purpose of holding stockholders'
meetings is to elect directors and allow stockholders the opportunity
to raise business matters and ask questions - as long as stockholders
can easily take these actions on a Webcast or telephone conference
call, it's possible that these concerns can be addressed in
favor of electronic-only meetings. In
fact, there are arguments that electronic stockholders' meetings
can enable more stockholders to access a meeting - since no
travel is required. Today, most stockholders' meetings are sparsely
attended. In addition, stockholders would benefit if electronic-only
meetings cost less to conduct than a physical meeting - since
the company's bottom line would benefit.
On the other hand, major institutional investor
groups, unions and other market participants have expressed
concerns over the ability of companies to conduct electronic-only
meetings. These parties may lobby state legislatures to maintain
the status quo - as well as directly pressure companies to not
use electronic-only meetings. See more @ the risks of conducting
electronic-only meetings.
With some lobbying, states may be swayed
to allow electronic access to supersede physical attendance
- much like the recent trend for states to modernize their laws
to allow electronic delivery of notices for a stockholders'
meeting. See more @ electronic delivery of notices.
Note that Delaware has adopted amendments
that would permit companies to conduct electronic-only meetings.
See more @ Delaware amendments allowing electronic-only meetings.
Source:
The idea that physical stockholders'
meetings are antiquated is not new. In 1994, an editorial co-authored
by former SEC Commissioner Philip Lochner and then CalPERS General
Counsel Richard Koppes raised the awareness of this issue in
"Stop Us Before We Meet Again," Wall Street Journal (March 18,
1994).
Why might a company not want to
allow remote electronic balloting at its stockholders' meeting?
This may not be desirable for companies
who have contested matters that are being voted upon at the
meeting - since management's opponents may be able to have supporters
vote (or change their vote) at the last minute and surprise
management. Even though
electronic proxy voting has permitted stockholders to vote closer
to the time when a meeting commences, state laws had not allowed
remote electronic voting at the meeting itself until Delaware's
recent amendments. Under the traditional meeting framework,
management typically knew the voting results well before a meeting
was even held - because few stockholders attended a meeting
to vote, even at a contested meeting.
If a company now allows remote electronic
balloting at a meeting (as permitted under the recently amended
Delaware law, either for an electronic-only meeting or for a
supplemental electronic component of a physical meeting), management's
ability to predict voting results could diminish. See more @
newly amended Delaware law. Note that companies
probably want to ensure that they have a bylaw requiring advance
notice for matters to be raised at an electronic-only meeting
- otherwise, last minute matters can be raised that may be able
to muster sufficient votes at the meeting itself. In other words,
there is less significance for a stockholder to have its proposal
disclosed in the company's proxy material - so long as a matter
can be placed on the ballot. However, almost every public company
has advance notice provisions in their bylaws.
Can stockholders submit a binding
bylaw amendment to force a company to conduct an electronic-only
stockholders' meeting?
Not in Delaware - the Board of Directors
has the sole authority to decide to conduct an electronic-only
meeting for companies incorporated in Delaware
Source:
Section 211(a) of the Delaware General Corporation Law gives
the Board sole discretion to hold an electronic-only meeting.
Should companies archive their electronic
stockholders' meetings?
It's a sound investor relations' practice
since more investors have access to the information - but there
are some risks, such as information being outdated. See more @ safe harbors for archived Webcasts.
For companies that decide to archive their
electronic meetings, if they have a policy regarding how to
archive their analyst conference calls - it probably should
be applied equally to archiving stockholders' meetings. See
more @ policy of archiving conference calls.
Can companies electronically deliver
notices of stockholders' meetings?
It depends on the state law of the state
in which a company is incorporated. Most
state laws require companies to send "written" notice of stockholder
meetings. Some of these states have modified their laws to acknowledge
that an "electronic" notice is a "written" notice so that electronic
delivery of the notice complies with the law.
If it's questionable whether a state
law can be interpreted to include electronic notice in the definition
of "written" notice - a company can have investors add a provision
in their consents to electronic delivery to address electronic
notice (i.e. waiving a right to a "written" notice) - but this
still may not be enough to satisfy state law.
Many state laws presume that stockholders
received notice if postal mail is used - it's unknown if the
same presumption would apply to an electronic notice. If not,
a company likely would have to prove that a stockholder actually
received notice of the meeting - so it may want to add a bylaw
designating the time at which an electronic notice is deemed
to have been sent and received. If
stockholders don't get proper notice of a meeting, they may
be able to challenge the actions taken by a company at its stockholders'
meeting.
Note that the E-Sign Act arguably could impact
how these state laws are interpreted - or these state laws could
be entirely preempted by this federal law. See more @ E-Sign Act. Source:
Under Section 232 of the Delaware General Corporation Law, any
notice may be delivered electronically so long as the shareholder
consents. To provide some level of protection for shareholders,
the law requires that a shareholder's consent is deemed withdrawn
if a company is unable to deliver two consecutive electronic
notices and such inability becomes known to the company or its
agents. The notice for an electronic stockholders' meeting must
specify the means of remote communication by which shareholders
and proxy holders may be deemed to be present in person and
vote at such meeting.
Similarly, the Model Act provides that
notice to stockholders of the date, time, and place of annual
and special stockholders' meetings "may be communicated in person;
by mail or other method of delivery; or by telephone, voice
mail or other electronic means." Model Bus. Corp. Act Ann. §
141(b).
C. Use of Electronic Access to Physical
Stockholders' Meetings
Are companies holding electronic-only
stockholders' meetings?
Just one - mainly due to state law restrictions.
In April 2001, a small company
incorporated in Delaware - Inforte - became the first company
to take advantage of Delaware's year-old laws to conduct an
electronic stockholders' meeting - with no physical counterpart!
Now, states other than Delaware, such as Massachusetts, are
reported to be considering changing their laws to allow e-meetings.
Despite Delaware's modernized laws,
many practitioners had predicted that no companies would attempt
a pure e-meeting because of the concerns raised by many groups,
including the Council of Institutional Investors and the AFL-CIO.
These groups seek to preserve the ability to directly confront
management as they feel that there is no comparable substitute
for in-person contact. They don't take issue with supplemental
Webcasts of annual meetings, and over 100 companies have done
so this year.
Inforte found considerable cost and
time savings in conducting an e-meeting (this was the company's
first annual meeting since its IPO) - spending only $2k (for
such things as the Webcast and an inspector of election), rather
than the $20k budgeted. The time savings consisted of simpler
planning and no traveling for management and the board. Inforte
has approximately 5500 registered and beneficial holders.
Under new Section 211 of the Delaware General
Corporation Law, the board can hold a meeting "by means of remote
communication" and allow remote stockholders/proxy holders to
be considered "present" for quorum and voting purposes, if the
company has the ability to:
- implement "reasonable measures" to verify that
each person is a stockholder or a proxy holder.
Inforte was prepared to receive e-votes by fax
(but none were faxed) and the inspector of elections would
have verified the name and control number on any faxes
against the transfer agent's and ADP's records.
- implement "reasonable measures" to provide remote participants
a "reasonable opportunity" to "participate" in the meeting.
Inforte allowed any investor (not just stockholders)
to e-mail questions before - or during - the meeting (but
none did).
- allow to "attend" the meeting on a substantially concurrent
basis, including an opportunity to read or hear the proceedings
of the meeting.
Through PR Newswire, Inforte used a live audio
Webcast and the meeting chair was prepared to read any
e-mailed questions to the audience.
- maintain a "record" of the votes or other action taken
at the meeting by means of remote communication
Since Inforte collected e-votes by facsimile,
this was fairly easy to do; next year, Inforte hopes to
allow for online voting and recordkeeping should be even
easier.
Some companies supplement their
physical stockholders' meetings with Webcasts to allow stockholders
(and other interested parties) to have access to the meeting
without physically showing up - but stockholders have not yet
been allowed to remotely vote at a meeting (but note that this
was not permissible until Delaware's recent amendments).
Over 100 companies during the 2001 proxy
season provided supplemental Webcasts, including permitting
participants to ask questions via e-mail. See more @ who has
conducted supplemental Webcasts.
Can stockholders force companies
to provide supplemental electronic access to physical meetings?
Probably not. The only legal avenue to
achieve this is a stockholders' mandated bylaw, which is difficult
to obtain under state law. However,
stockholders are allowed to communicate online and gather grass
roots support towards persuading a company that supplemental
electronic access is good corporate governance.
A more likely scenario would involve
pressure from institutional investors to open up meetings -
since these powerful investors are becoming accustomed to electronic
access to road shows and conference calls (which saves them
travel time and costs).
A stockholder probably cannot even include
a precatory shareholder proposal on this topic in a company's
proxy statement. There has been one case of a stockholder submitting
a proposal on this topic - but the proposal was excluded due
to its failure to follow the SEC's proposal process. See more @ shareholder proposals that require companies
to take action on the Web.
Source: The
SEC staff allowed a company to exclude an "electronic access
to a meeting" shareholder proposal because it was not submitted
timely in the no-action letter, Sabre Holdings Corp. (available
January 31, 2000).
Which companies have provided
supplemental electronic access to physical stockholders' meetings?
In 1996, Bell & Howell became the
first company to supplement its physical annual meeting with
a Webcast version - including allowing online visitors to e-mail
questions to management. Since
then, over 100 public companies have conducted supplemental
Webcasts, primarily blue chip or technology companies - such
as AT&T, Dell, Intel, Yahoo, and Texaco.
Source: In
1995 and 1996, the Tribune Company conducted supplemental satellite
broadcasts of its annual stockholders' meeting - mainly to employee-stockholders.
How does a supplemental Webcast
to a physical stockholders' meeting work?
In most cases, companies have simultaneous
Webcasts and telephonic conference calls with their physical
meetings.
Webcasts are audio "streamed" (in a few cases,
video streamed) to computers that have Internet access and the
appropriate free software - predominantly either Real Player
or Windows Media. The Webcasts are streamed "live" - and normally
are archived for a period of time (30 days is typical). See more @ what is "streaming." A few companies allow investors
to e-mail questions for management to respond to during the
Webcast. Source:
For example, Dell Computer Corp. allowed
online participants to e-mail questions during its supplemental
Webcast to its annual meeting as noted at Webevents.broadcast.com/dell/stockholders99.
Which service providers assist
companies to provide supplemental Webcasts of their physical
stockholders' meetings?
Most of the same service providers that
assist companies to conduct Webcast analyst conference calls,
including:
- CCBN's StreetEvents (www.streetevents.com)
has a TalkPoint service that allows companies to present
slides to investors listening to a live Webcast, and to
convert the presentation into an archived version in which
the audio and visual portions are synchronized and can be
accessed via the Web or the telephone.
- Investor Broadcast Network (www.investorbroadcast.com)
has Investorconference.com (www.investorconference.com),
which allows investors to listen to stockholders' meetings
and investor conferences, including the Red Chip Review
and CNBC Investment Conference.
- StreetFusion (www.streetfusion.com) Webcasts supplemental
stockholders' meetings and special events. For example,
Cisco Systems Webcast a ten part speaker series about its
products and services.
- Yahoo! Broadcast.com (www.broadcast.com) offers a wide
variety of Webcasts, including stockholders' meetings and
other events.
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