Script and Agenda for Annual Shareholders Meeting

for Your State

This Script and Agenda for Annual Meeting will ensure that the meeting runs smoothly. This script is for use by the facilitator and will assist during the election of the board of directors.

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This Script and Agenda for Annual Shareholders Meeting is a template for business traditionally discussed at a corporation’s annual shareholder meeting (as required by a most states’ corporate governance regulations). This script will assist the Chairman in moving the meeting forward and will provide a clear roadmap for the meeting.

The script begins with the meeting coming to order, quorum requirements, total number of shares represented at the meeting, reading of minutes from the previous annual meeting and reading and approval of any reports.

It then moves to the election of the directors of the corporation. Once tabulations are made of all votes, including proxy votes, the Chairman will announce the names of those nominees who have been elected to serve as a director of the corporation.

This Script and Agenda for Annual Shareholders Meeting contains the following:
  • Meeting Date/Time: Sets forth the date and time of the annual meeting;
  • Minutes/Notice/Affidavit: Requests that the secretary read the minutes of the last meeting, notice of the annual meeting and affidavit of mailing of notice to all shareholders;
  • Nominations: Chairman asks for nominations for board of directors, and seconding of the nomination. Votes are then tabulated and the new directors are announced;
  • Closing: Chairman moves that the meeting be ended, and asks for a second to the motion.

Protect yourself and your rights by using our attorney-prepared forms.

This attorney-prepared packet contains:
  1. General Information
  2. Instructions and Checklist
  3. Indemnification Agreement for Officers and Directors
State Law Compliance: This form complies with the laws of all states
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Script and Agenda for Annual Shareholders Meeting
(including Election of Directors)

 

___________________ CORPORATION
 
Agenda for Annual Meeting of Stockholders
 
________ , 20__
 
10:00 A.M.
 
Chairman
Will the meeting please come to order. I am __________________ [name], Chairman of the Board of ___________________ Corporation. On behalf of the Corporation, I would like to welcome you to this annual meeting of stockholders. We appreciate your interest in the Corporation, as shown by your attendance here today.
 
Before proceeding with the business of the meeting, I will introduce the other members of your board of directors and the officers who are here today:
 
[Introduce Directors and Officers]
 
The Secretary has a complete list of the holders of common stock as of the close of business on ________ , 20__ , the record date of this meeting.
 
Will the Secretary please report the number of shares outstanding and entitled to vote at this meeting?
 
 
Secretary
As of the close of business of ________ , 20__ , the Corporation had ________  shares of common stock outstanding and entitled to vote.
 
 
Chairman
The Secretary has in his possession, and there will be filed with the records of the Corporation relating to this meeting, an affidavit of mailing certifying to the mailing on ________ , 20__  to the stockholders of record at the close of business on ________ , 20__  of the annual report for the fiscal year ended ________ , 20__ , the notice of annual meeting and the form of proxy. It appears from this affidavit and the attached exhibits that notice of this meeting has been duly given as required by law and the Corporations bylaws. ________  and ________  are appointed as Judges of Election. If there are any persons present who have not indicated their appearance with the Judges of Election, will they please do so now. All persons acting as proxies should present those proxies to the Judges of Election. Mr. Secretary, will you please state whether a quorum is present at this meeting and, at a later point, please report the total number of shares so represented.
 
 
Secretary
The Judges of Election have reported that a quorum is present in person or by proxy.
 
 
Chairman
Before opening the meeting to questions, I would like to proceed with the necessary business of the meeting.
 
Mr. Secretary, will you please report the total number of shares represented at this meeting.
 
 
Secretary
The total number of shares represented at this meeting is ________  shares of common stock.
 
 
Chairman
As the next order of business, I ask that the Secretary present and read the notice of annual meeting and the proof of mailing thereof.
 
 
Secretary
(Reads the Notice of Annual Meeting and the Affidavit of Mailing.)
 
 
Chairman
Mr. Secretary, will you please file the documents with the minutes of the meeting?
 
 
Secretary
Yes.
 
 
Chairman
The next order of business is the approval of the Annual Report for the fiscal year ended ________ , 20__ . Are there any questions regarding the subject report? (Pause) May I now have a motion to approve the fiscal year 20__  annual report?
 
 
First [Shareholder]
I move that the Annual Report of this Corporation as of ________ , 20__ , as mailed to all stockholders of ___________________ Corporation, be and the same is hereby approved.
 
 
Second [Shareholder]
I second the motion.
 
 
Chairman
I call for vote on the motion. Mr. Secretary, how do the Shareholders vote?
 
 
Secretary
(Reads the Summary of Votes approving the Annual Report.)
 
 
Chairman
The motion is carried and the Annual Report is hereby approved.
 
 
Chairman
The next order of business is the election of ________  Directors of the Corporation to serve until their respective successors are duly elected and qualified. I recognize Mr. ________ .
 
 
First Shareholder
I nominate for election as Director the following persons:
 
 
 
[Names of Nominees]
 
 
Second Shareholder
I second the nomination.
 
 
Chairman
Are there any further nominations for Directors? (Pause)
 
If there are no further nominations, the nominations are closed. Is there any discussion? (Pause)
 
 
Chairman
We are now ready to proceed with the vote on the nominations made at this meeting. Will the Judges of Election please distribute the ballots, collect them after the vote and report the results to the Secretary?
 
 
(To any shareholders present)
If you have already given your proxy to management, you need not vote, since the persons designated as proxies will vote for you as indicated in the proxy. Please fill in the number of shares being voted in the space provided for that purpose.
 
[Note for the Chairman]:
 
If anyone other than managements nominees is nominated, the Chairman should make the following statement:
 
“The ballot for the election of Directors has room for the insertion of the names of those persons other than the Directors who have been nominated by the management of the Corporation. You may insert the name of any one of the other nominees and cross out the name of any nominee for whom you do not want to vote.
 
 
___________________________________________________________________________
 
 
Secretary
The Judges of Election have reported that the Stockholders have voted as follows:
 
On the election of Directors, each of the ________  nominees has received ________  votes.
 
(If anyone else has been nominated, it will be necessary to name each nominee and give the number of votes for that nominee.)
 
 
___________________________________________________________________________
 
 
Note for the Chairman:
 
A majority of common stock greater than ________  shares are needed for any motions taken up at the meeting. Directors are elected by plurality.
 
 
___________________________________________________________________________
 
 
Chairman
In view of this vote, I declare that [Names of newly-elected Directors] have been duly elected as Directors of the Corporation for the next year.
 
 
Chairman
The next order of business is the proposal to amend the 20__  Employee Stock Option Plan as presented in the proxy material. Copies of the Plan are presented herein and shall be filed with the minutes of this meeting.
 
 
First Shareholder
I move that the amended Employee Stock Option Plan be approved as submitted.
 
 
Second Shareholder
I second the motion.
 
 
Chairman
I call for a vote on the motion. Mr. Secretary, how do the Shareholders vote?
 
 
Secretary
(Reads the Summary of Votes approving the amended Employee Stock Option: ________  “for,” ________  “against” and ________  votes abstaining.)
 
 
Chairman
The motion is carried and the amended Employee Stock Option Plan is approved.
 
Is there any further business to be discussed or conducted at this meeting?
 
There being no further business to be discussed or conducted, I request a motion to declare the meeting at an end.
 
 
Shareholder
I move that the meeting be closed.
 
 
Shareholder
I second the motion.
 
 
Chairman
All those in favor, signify by saying “yes.” Those opposed, “no.
 
I declare this meeting is adjourned.
 
 
Number of Pages8
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#43672
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Script and Agenda for Annual Shareholders Meeting
(including Election of Directors)

 

___________________ CORPORATION
 
Agenda for Annual Meeting of Stockholders
 
________ , 20__
 
10:00 A.M.
 
Chairman
Will the meeting please come to order. I am __________________ [name], Chairman of the Board of ___________________ Corporation. On behalf of the Corporation, I would like to welcome you to this annual meeting of stockholders. We appreciate your interest in the Corporation, as shown by your attendance here today.
 
Before proceeding with the business of the meeting, I will introduce the other members of your board of directors and the officers who are here today:
 
[Introduce Directors and Officers]
 
The Secretary has a complete list of the holders of common stock as of the close of business on ________ , 20__ , the record date of this meeting.
 
Will the Secretary please report the number of shares outstanding and entitled to vote at this meeting?
 
 
Secretary
As of the close of business of ________ , 20__ , the Corporation had ________  shares of common stock outstanding and entitled to vote.
 
 
Chairman
The Secretary has in his possession, and there will be filed with the records of the Corporation relating to this meeting, an affidavit of mailing certifying to the mailing on ________ , 20__  to the stockholders of record at the close of business on ________ , 20__  of the annual report for the fiscal year ended ________ , 20__ , the notice of annual meeting and the form of proxy. It appears from this affidavit and the attached exhibits that notice of this meeting has been duly given as required by law and the Corporations bylaws. ________  and ________  are appointed as Judges of Election. If there are any persons present who have not indicated their appearance with the Judges of Election, will they please do so now. All persons acting as proxies should present those proxies to the Judges of Election. Mr. Secretary, will you please state whether a quorum is present at this meeting and, at a later point, please report the total number of shares so represented.
 
 
Secretary
The Judges of Election have reported that a quorum is present in person or by proxy.
 
 
Chairman
Before opening the meeting to questions, I would like to proceed with the necessary business of the meeting.
 
Mr. Secretary, will you please report the total number of shares represented at this meeting.
 
 
Secretary
The total number of shares represented at this meeting is ________  shares of common stock.
 
 
Chairman
As the next order of business, I ask that the Secretary present and read the notice of annual meeting and the proof of mailing thereof.
 
 
Secretary
(Reads the Notice of Annual Meeting and the Affidavit of Mailing.)
 
 
Chairman
Mr. Secretary, will you please file the documents with the minutes of the meeting?
 
 
Secretary
Yes.
 
 
Chairman
The next order of business is the approval of the Annual Report for the fiscal year ended ________ , 20__ . Are there any questions regarding the subject report? (Pause) May I now have a motion to approve the fiscal year 20__  annual report?
 
 
First [Shareholder]
I move that the Annual Report of this Corporation as of ________ , 20__ , as mailed to all stockholders of ___________________ Corporation, be and the same is hereby approved.
 
 
Second [Shareholder]
I second the motion.
 
 
Chairman
I call for vote on the motion. Mr. Secretary, how do the Shareholders vote?
 
 
Secretary
(Reads the Summary of Votes approving the Annual Report.)
 
 
Chairman
The motion is carried and the Annual Report is hereby approved.
 
 
Chairman
The next order of business is the election of ________  Directors of the Corporation to serve until their respective successors are duly elected and qualified. I recognize Mr. ________ .
 
 
First Shareholder
I nominate for election as Director the following persons:
 
 
 
[Names of Nominees]
 
 
Second Shareholder
I second the nomination.
 
 
Chairman
Are there any further nominations for Directors? (Pause)
 
If there are no further nominations, the nominations are closed. Is there any discussion? (Pause)
 
 
Chairman
We are now ready to proceed with the vote on the nominations made at this meeting. Will the Judges of Election please distribute the ballots, collect them after the vote and report the results to the Secretary?
 
 
(To any shareholders present)
If you have already given your proxy to management, you need not vote, since the persons designated as proxies will vote for you as indicated in the proxy. Please fill in the number of shares being voted in the space provided for that purpose.
 
[Note for the Chairman]:
 
If anyone other than managements nominees is nominated, the Chairman should make the following statement:
 
“The ballot for the election of Directors has room for the insertion of the names of those persons other than the Directors who have been nominated by the management of the Corporation. You may insert the name of any one of the other nominees and cross out the name of any nominee for whom you do not want to vote.
 
 
___________________________________________________________________________
 
 
Secretary
The Judges of Election have reported that the Stockholders have voted as follows:
 
On the election of Directors, each of the ________  nominees has received ________  votes.
 
(If anyone else has been nominated, it will be necessary to name each nominee and give the number of votes for that nominee.)
 
 
___________________________________________________________________________
 
 
Note for the Chairman:
 
A majority of common stock greater than ________  shares are needed for any motions taken up at the meeting. Directors are elected by plurality.
 
 
___________________________________________________________________________
 
 
Chairman
In view of this vote, I declare that [Names of newly-elected Directors] have been duly elected as Directors of the Corporation for the next year.
 
 
Chairman
The next order of business is the proposal to amend the 20__  Employee Stock Option Plan as presented in the proxy material. Copies of the Plan are presented herein and shall be filed with the minutes of this meeting.
 
 
First Shareholder
I move that the amended Employee Stock Option Plan be approved as submitted.
 
 
Second Shareholder
I second the motion.
 
 
Chairman
I call for a vote on the motion. Mr. Secretary, how do the Shareholders vote?
 
 
Secretary
(Reads the Summary of Votes approving the amended Employee Stock Option: ________  “for,” ________  “against” and ________  votes abstaining.)
 
 
Chairman
The motion is carried and the amended Employee Stock Option Plan is approved.
 
Is there any further business to be discussed or conducted at this meeting?
 
There being no further business to be discussed or conducted, I request a motion to declare the meeting at an end.
 
 
Shareholder
I move that the meeting be closed.
 
 
Shareholder
I second the motion.
 
 
Chairman
All those in favor, signify by saying “yes.” Those opposed, “no.
 
I declare this meeting is adjourned.
 
 

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