Is The NYSE Confused About The Meaning of "Adjourn"?
Last month the New York Stock Exchange issued its annual corporate governance memorandum. The memorandum provides useful updates and reminders for companies with securities listed on the exchange, including the following:
"Section 302 of the Listed Company Manual states that a listed company must have an annual shareholders’ meeting during each fiscal year. Please note that if a meeting is postponed or adjourned, the Exchange does not consider the company to have met the Section 302 requirement to hold an annual meeting."
Surely, this statement should not be taken literally - a meeting fails to satisfy Section 302 merely because it has been postponed or adjourned. Meetings commonly end with an adjournment. If the meeting is not be continued, the adjournment is "sine die" (without a day). I don't think the NYSE intended to say that all annual meetings that end in an adjournment do not meet the requirement of Section 302. Nor do I believe that the NYSE intended to disqualify meetings simply because they have been postponed or adjourned. A postponed or adjourned meeting may be eventually convened or reconvened. In those instances, there is no reason to conclude that the annual meeting requirement has not been met.