Also known as: annual meetings · yearly meeting · annual shareholders meeting
Written by attorneys · grounded in primary & secondary sources — see below
A yearly meeting of a corporation's shareholders at which directors are elected and other routine business is conducted. The meeting must occur at a time fixed in the bylaws unless directors are elected by written consent instead.
Astra Aerospace's bylaws set the annual meeting for April. The board attempts to skip the meeting and elect directors by informal agreement. Shareholders sue to compel the meeting because the statute requires an annual gathering for director elections unless written consent is used instead.
Alpine Mining's two equal shareholders deadlock at the last two annual meetings and fail to elect new directors. One shareholder petitions for dissolution because the voting impasse has persisted across consecutive annual meeting dates.
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Apollo Energy's board considers holding the annual meeting by video conference during a storm. The board decides against remote-only format so the meeting proceeds in person at the principal office as the bylaws provide.
Alliance Holdings adopts a classified board with three-year terms. Directors elected at the first post-amendment annual meeting serve until the applicable second or third annual meeting depending on their class assignment.
Aisha Ahmed's dissident group gathers proxies for a majority at the annual meeting. The board moves the meeting date forward to blunt the challenge and the court orders the meeting to proceed on the original schedule.
Amelia Amari receives proxy materials for the annual meeting that describe a merger price as fair. She withholds her proxy and later sues alleging the statements were materially misleading.
The failure does not invalidate any corporate action already taken. Shareholders may still petition a court to order the meeting if it has not occurred within six months after the fiscal year end or fifteen months after the last annual meeting.
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Yes. In a staggered board the terms of directors expire at the applicable second or third annual shareholders meeting following their election rather than at the next annual meeting.
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Yes. When shareholders are deadlocked in voting power and fail for a period covering at least two consecutive annual meeting dates to elect successors to directors whose terms have expired, a court may dissolve the corporation.
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No. The board may decide to hold the meeting solely by remote communication unless the bylaws or articles require physical presence.
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…a cash flow analysis for UOP for 1978. This was based on a combination of actual figures for a period prior to the date of the annual shareholders meeting coupled with the Proxy Statement projections of UOP's management for the balance of 1978. In so doing he applied a higher 10 per cent discount factor so as to reflect the risk of the…