Shareholder meetings clause: Copy, customize, and use instantly
Introduction
A shareholder meetings clause governs the rights and procedures associated with meetings of the company's shareholders. This clause ensures that meetings are held in accordance with applicable laws and company policies, and outlines the requirements for notice, quorum, voting, and special shareholder meetings.
Below are templates for shareholder meetings clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Standard shareholder meetings clause
This version includes basic provisions for shareholder meetings.
The [Company] shall hold an annual general meeting (AGM) of shareholders at least once per year. Notice of the AGM will be provided to all shareholders no later than [X] days before the meeting. Special meetings may be called by the Board of Directors or by shareholders holding at least [X]% of the company’s shares.
Shareholder meetings clause with quorum requirement
This version includes quorum requirements for meetings.
A quorum for any shareholder meeting shall be present when shareholders holding at least [X]% of the company’s outstanding shares are represented in person or by proxy. If a quorum is not present, the meeting shall be adjourned to a later date.
Shareholder meetings clause with proxy voting
This version includes provisions for proxy voting at shareholder meetings.
Shareholders may vote by proxy at any meeting of shareholders. The proxy must be submitted in writing to the company at least [X] days before the meeting, and must specify the shareholder’s voting instructions. Proxies shall be valid only for the meeting for which they were given.
Shareholder meetings clause with electronic participation
This version includes provisions for electronic participation in meetings.
Shareholders may attend shareholder meetings and participate in voting through electronic means, including video conference or secure online voting platforms. The company shall provide the necessary technology to facilitate remote participation, and the procedure for electronic participation will be disclosed in the meeting notice.
Shareholder meetings clause with special meetings
This version includes provisions for calling special meetings of shareholders.
Special meetings of the shareholders may be called at any time by the Board of Directors or by shareholders holding at least [X]% of the company’s shares. Notice of a special meeting must include the agenda and the specific matters to be addressed. Special meetings will only address issues specified in the meeting notice.
Shareholder meetings clause with voting rights
This version includes voting rights for shareholders at meetings.
Each shareholder shall be entitled to one vote for each share held, except as otherwise specified by the company’s articles of incorporation. Shareholders will vote on matters brought before the meeting, including the election of directors, approval of financial statements, and any other matters requiring shareholder approval.
Shareholder meetings clause with annual meeting agenda
This version includes provisions for the annual meeting agenda.
The agenda for the annual general meeting shall be provided to shareholders at least [X] days prior to the meeting. The agenda will include the election of directors, the approval of the annual financial statements, and any other business that requires shareholder approval. Shareholders may propose additional items for inclusion in the agenda in accordance with company procedures.
Shareholder meetings clause with special resolutions
This version includes special resolutions for shareholder meetings.
Certain decisions, including changes to the company’s articles of incorporation, mergers, and acquisitions, shall require the approval of shareholders by special resolution. A special resolution shall be passed when shareholders holding at least [X]% of the voting rights approve the proposed resolution.
Shareholder meetings clause with adjournment procedure
This version includes provisions for adjourning meetings.
In the event that a quorum is not present at a shareholder meeting, or if other unforeseen circumstances arise, the meeting may be adjourned by the chairman to a later date. Notice of the adjourned meeting shall be given to all shareholders, and the business of the meeting will be continued as if no adjournment had occurred.
Shareholder meetings clause with shareholder proposals
This version includes provisions for shareholder proposals.
Shareholders holding at least [X]% of the outstanding shares may submit proposals for consideration at the annual general meeting. Proposals must be submitted to the company in writing at least [X] days prior to the meeting. The company will include eligible proposals in the meeting notice and provide shareholders with the necessary information for voting.
Shareholder meetings clause with meeting location
This version includes provisions for the location of shareholder meetings.
Shareholder meetings will be held at the company’s principal office or at a location determined by the Board of Directors. The location of the meeting will be specified in the notice sent to shareholders. Meetings may also be conducted at a location accessible to shareholders participating electronically.
Shareholder meetings clause with disclosure of voting results
This version includes the requirement to disclose voting results after the meeting.
The company shall disclose the results of voting at shareholder meetings to all shareholders within [X] days following the meeting. This includes the number of votes cast for, against, and abstaining on each resolution. The company will also make the voting results available on its website.
Shareholder meetings clause with director election procedure
This version includes procedures for electing directors at shareholder meetings.
Directors will be elected by the shareholders at the annual general meeting. Nominations for director positions may be made by shareholders holding at least [X]% of the shares or by the Nominating Committee. Directors will be elected by a majority vote of the shareholders present at the meeting, either in person or by proxy.
Shareholder meetings clause with mandatory attendance
This version includes mandatory attendance at shareholder meetings.
Shareholders are strongly encouraged to attend the annual general meeting of shareholders. If a shareholder is unable to attend in person, they may submit a proxy vote. Shareholders who fail to attend meetings for [X] consecutive years may lose certain privileges, including the right to vote on certain matters.
Shareholder meetings clause with meeting minutes
This version includes requirements for meeting minutes.
Minutes of each shareholder meeting will be recorded and made available to all shareholders within [X] days of the meeting. The minutes will include a summary of the discussions, decisions made, and voting results. Shareholders may request copies of the minutes from the company at any time.
Shareholder meetings clause with advance notice of meeting matters
This version includes provisions for advance notice of meeting matters.
Shareholders will be notified of any matters to be considered at the upcoming shareholder meeting at least [X] days in advance. The notice will include the agenda and any materials relevant to the matters being discussed. Shareholders may submit questions or comments in writing prior to the meeting.
Shareholder meetings clause with virtual shareholder meetings
This version includes provisions for virtual shareholder meetings.
The company may conduct shareholder meetings virtually, allowing shareholders to participate via an online platform. The meeting notice will include instructions on how shareholders can access the virtual meeting, and the company will ensure that all shareholders have the opportunity to vote and ask questions.
Shareholder meetings clause with majority vote requirement
This version includes a majority vote requirement for shareholder decisions.
Decisions made at shareholder meetings shall require the approval of shareholders holding a majority of the votes cast, except as otherwise provided in the company’s articles of incorporation or bylaws. In the case of a tie vote, the Chairman shall have the deciding vote.
Shareholder meetings clause with right to call for a vote
This version includes the right for shareholders to call for a vote on specific issues.
Shareholders holding at least [X]% of the company’s shares may call for a vote on any matter discussed at a shareholder meeting. The matter will be put to a vote immediately after the discussion, and the results will be recorded and shared with all shareholders.
Shareholder meetings clause with financial performance review
This version includes a financial performance review at the shareholder meeting.
At each annual general meeting, the Board of Directors will provide a review of the company’s financial performance, including financial statements, audit results, and projections for the upcoming year. Shareholders will have the opportunity to ask questions and discuss the company’s financial outlook.
Shareholder meetings clause with voting by mail
This version includes provisions for voting by mail.
Shareholders may cast their votes by mail in advance of a shareholder meeting. The company will provide a voting ballot and instructions for submission. Votes by mail must be received by the company at least [X] days before the meeting to be counted.
Shareholder meetings clause with proxy contest provisions
This version includes provisions for proxy contests.
In the event of a proxy contest, shareholders shall be entitled to vote for the election of directors or approval of other significant matters through a contested proxy process. The company will ensure that all proxy materials are distributed to shareholders in accordance with applicable securities laws.
Shareholder meetings clause with timing for special resolutions
This version includes timing provisions for special resolutions.
Special resolutions proposed by shareholders must be submitted at least [X] days prior to the shareholder meeting. These resolutions will be included in the meeting notice and will require a [X]% vote to pass.
Shareholder meetings clause with virtual and in-person options
This version allows virtual and in-person attendance at shareholder meetings.
Shareholder meetings may be held both in person and via virtual platforms. Shareholders may attend and vote remotely or in person, ensuring flexibility in participation for all shareholders.
Shareholder meetings clause with electronic voting rights
This version includes provisions for electronic voting at meetings.
Shareholders attending the meeting virtually shall have the right to vote electronically through a secure online platform. The company will provide the necessary links and instructions to access the platform in advance of the meeting.
Shareholder meetings clause with additional meeting dates
This version allows for additional meeting dates if necessary.
If a shareholder meeting cannot be held on the scheduled date due to lack of quorum or other reasons, the meeting may be rescheduled. The Board will notify shareholders of the new meeting date and provide any updated materials.
Shareholder meetings clause with record date for voting
This version includes a record date for voting.
The company will set a record date for determining shareholders eligible to vote at the shareholder meeting. Shareholders who hold shares as of the record date will be entitled to vote, regardless of any subsequent transactions or transfers of shares.
Shareholder meetings clause with agenda submission deadline
This version includes an agenda submission deadline.
Shareholders wishing to add items to the meeting agenda must submit their proposals to the company no later than [X] days before the meeting date. The Board will review the proposals and determine whether they will be included in the final agenda.
Shareholder meetings clause with shareholder representation at meetings
This version includes provisions for shareholder representation.
Shareholders may attend shareholder meetings in person or by proxy. Shareholders who are unable to attend may designate another person to represent them at the meeting by submitting a valid proxy form prior to the meeting date.
Shareholder meetings clause with voting procedure for election of directors
This version includes a specific voting procedure for director elections.
The election of directors shall be conducted by a show of hands or electronic vote unless a shareholder requests a written ballot. Directors will be elected by a majority vote of shareholders present at the meeting or represented by proxy.
Shareholder meetings clause with independent election monitor
This version includes an independent election monitor for shareholder votes.
An independent election monitor will be appointed to oversee the voting process during shareholder meetings. The monitor will ensure that votes are counted fairly and in accordance with applicable laws, and will provide a report on the voting results.
Shareholder meetings clause with confirmation of meeting attendance
This version includes confirmation of meeting attendance.
Shareholders attending the meeting, either in person or virtually, must confirm their attendance at the start of the meeting. This confirmation will be recorded to ensure that a quorum is present and to track shareholder participation.
Shareholder meetings clause with absentee voting rights
This version includes absentee voting rights for shareholders.
Shareholders who are unable to attend a meeting in person may submit absentee votes on the items listed in the meeting agenda. Absentee ballots must be received by the company at least [X] days before the meeting.
Shareholder meetings clause with notification for shareholder proposals
This version includes notification for shareholder proposals.
Shareholders wishing to submit proposals for discussion at the annual general meeting must notify the company in writing at least [X] days in advance. The proposals will be reviewed and included in the meeting notice if deemed appropriate by the Board.
Shareholder meetings clause with quorum for special business
This version includes specific quorum requirements for special business.
A quorum for the consideration of special business, including mergers or changes to the company’s articles of incorporation, shall be the presence of shareholders holding at least [X]% of the outstanding shares. If a quorum is not present, the business will be rescheduled.
Shareholder meetings clause with shareholder vote on executive compensation
This version includes a vote on executive compensation.
Shareholders will have the right to vote on the company’s executive compensation plan, including the salaries, bonuses, and benefits for senior management. This vote will occur annually, and the results will be disclosed to shareholders.
Shareholder meetings clause with attendance requirement for directors
This version includes an attendance requirement for directors.
Directors are required to attend all shareholder meetings unless they are unable to do so due to unavoidable circumstances. Failure to attend [X] consecutive meetings may result in the director’s removal from the Board, subject to a vote of the remaining Board members.
Shareholder meetings clause with digital meeting access for global shareholders
This version includes global access to meetings.
Shareholders located outside of the country may access shareholder meetings digitally. The company will ensure that virtual meeting options are available to all shareholders, regardless of location, to encourage global participation.
Shareholder meetings clause with right to propose director nominees
This version includes the right to propose director nominees.
Shareholders holding at least [X]% of the company’s shares have the right to nominate candidates for election to the Board of Directors. Nominations must be submitted to the company in writing and will be reviewed by the Nominating Committee.
Shareholder meetings clause with voting by resolution
This version includes voting by resolution for shareholder meetings.
Shareholders will vote on resolutions presented at the meeting by raising hands or submitting electronic votes. Resolutions will be passed by a majority vote, unless otherwise stipulated by the company’s articles of incorporation or bylaws.
Shareholder meetings clause with independent financial advisor presentation
This version includes the presentation of an independent financial advisor.
An independent financial advisor may be invited to present an analysis of the company’s financial status during shareholder meetings. The advisor will provide unbiased guidance on significant decisions, such as mergers, acquisitions, or corporate restructuring.
Shareholder meetings clause with electronic proxy submission
This version allows electronic submission of proxy votes.
Shareholders may submit proxy votes electronically through a secure online platform. The company will provide clear instructions on how to access and use the proxy system, ensuring shareholders can vote remotely in advance of the meeting.
Shareholder meetings clause with appointment of meeting chair
This version includes the appointment of a meeting chair.
The Chairman of the Board shall preside over shareholder meetings. If the Chairman is unable to attend, a director appointed by the Board will serve as the acting Chairperson for the meeting.
Shareholder meetings clause with right to request a special meeting
This version allows shareholders to request a special meeting.
Shareholders holding at least [X]% of the company’s shares may request the Board to call a special shareholder meeting. The request must include a description of the issues to be discussed, and the meeting will be held within [X] days of receiving the request.
Shareholder meetings clause with virtual shareholder voting
This version allows for virtual voting during shareholder meetings.
Shareholders may cast their votes virtually during the meeting using an online voting platform. The platform will allow for secure, real-time voting on agenda items, and the results will be immediately tallied and announced.
Shareholder meetings clause with early voting option
This version includes an early voting option.
Shareholders may vote on agenda items in advance of the shareholder meeting. Votes submitted early will be recorded and counted as if they were cast during the meeting itself.
Shareholder meetings clause with meeting recording requirement
This version requires the meeting to be recorded.
All shareholder meetings will be recorded, and a recording of the proceedings will be made available to shareholders who were unable to attend. This ensures that shareholders can review the meeting discussions and decisions made.
Shareholder meetings clause with board presentation on business performance
This version includes a board presentation on business performance.
At each shareholder meeting, the Board of Directors will present an overview of the company’s financial performance, strategic initiatives, and operational highlights. This will provide shareholders with key insights into the company’s progress and future outlook.
Shareholder meetings clause with notice for agenda changes
This version includes notice requirements for changes to the agenda.
Any shareholder who wishes to propose an item for inclusion in the agenda after the meeting notice has been sent must notify the company in writing at least [X] days before the meeting. If the proposed change is approved by the Board, the revised agenda will be sent to all shareholders.
Shareholder meetings clause with independent auditor's presentation
This version includes a presentation by the independent auditor.
The company’s independent auditor shall attend the shareholder meeting and present their report on the company’s financial statements. Shareholders will have the opportunity to ask questions regarding the audit and the company’s financial health.
Shareholder meetings clause with absentee ballot
This version allows absentee voting by ballot.
Shareholders may submit an absentee ballot to cast their vote on agenda items. Absentee ballots must be received by the company no later than [X] days before the shareholder meeting to be counted in the final tally.
Shareholder meetings clause with approval for major transactions
This version requires shareholder approval for major transactions.
Any proposed transaction that may significantly affect the company, such as mergers, acquisitions, or major investments, must be approved by a majority vote of shareholders. The transaction will be presented for shareholder approval at a meeting or via written consent.
Shareholder meetings clause with special committees for shareholder voting
This version establishes special committees for voting on specific matters.
For certain matters, such as the approval of major acquisitions, the Board of Directors may form a special committee to review the issue. The committee will report its findings to the full Board and shareholders, and the matter will be voted on accordingly.
Shareholder meetings clause with meeting location flexibility
This version includes flexibility in the location of shareholder meetings.
Shareholder meetings may be held at the company’s registered office or at another location as determined by the Board of Directors. In the case of virtual or hybrid meetings, shareholders will be provided with a link to access the meeting remotely.
Shareholder meetings clause with agenda discussion time limits
This version includes time limits for agenda items.
Each agenda item at shareholder meetings will have a designated discussion time limit, after which the Chairman will call for a vote. Shareholders wishing to discuss an item in more detail may submit additional questions or proposals in writing prior to the meeting.
Shareholder meetings clause with procedure for quorum verification
This version outlines the procedure for verifying quorum at meetings.
A quorum for shareholder meetings will be verified at the start of the meeting by the company’s secretary, who will confirm that the necessary number of shareholders or proxies are present in accordance with the company’s bylaws.
Shareholder meetings clause with shareholder nominations for board elections
This version includes shareholder nominations for the Board of Directors.
Shareholders holding at least [X]% of the shares may nominate candidates for election to the Board of Directors. Nominations must be submitted to the Nominating Committee at least [X] days before the annual meeting.
Shareholder meetings clause with confidential voting option
This version allows for confidential voting.
Shareholders may cast their votes confidentially, ensuring that no individual’s vote is disclosed to others. The company will ensure that voting information is kept secure and that results are only disclosed after all votes have been tallied.
Shareholder meetings clause with multi-class share voting rules
This version includes voting rules for multiple share classes.
Shareholders of each class of shares shall vote separately on matters that affect their specific class of shares. For matters requiring a vote from all shareholders, each class of shares will be weighted according to the number of shares held.
Shareholder meetings clause with shareholder feedback sessions
This version includes sessions for shareholder feedback.
Shareholder meetings will include a designated time for shareholders to provide feedback or ask questions regarding the company’s strategy, performance, and governance. The Board will consider this feedback in future decision-making processes.
Shareholder meetings clause with proxy solicitation limits
This version places limits on proxy solicitation.
Proxy solicitation for shareholder meetings shall not be conducted by any shareholder or third party unless explicitly authorized by the Board of Directors. The Board will control the process to ensure compliance with applicable securities laws and regulations.
Shareholder meetings clause with electronic signatures for meeting materials
This version allows for electronic signatures on meeting materials.
Shareholders may sign consent forms, meeting minutes, or other meeting-related documents electronically. The company will accept electronic signatures to streamline the process of documenting shareholder votes and approvals.
Shareholder meetings clause with shareholder consent for written resolutions
This version includes written resolutions for shareholders.
Shareholders may consent to resolutions in writing, without the need for an in-person meeting. Written resolutions will be considered valid if signed by shareholders holding at least [X]% of the company’s shares. The resolutions will be ratified at the next shareholder meeting.
Shareholder meetings clause with hybrid meeting options
This version includes hybrid meeting options for shareholders.
Shareholder meetings may be held in a hybrid format, combining in-person and virtual participation. Shareholders will be able to attend and vote via video conference, phone, or in person, with instructions for virtual participation provided in advance.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.