Shareholders lament the rise of virtual annual meetings

Truist Financial’s most recent annual general meeting, held virtually, covered all of the basics.

By way of an audio-only webcast format, Chairman and CEO Bill Rogers welcomed the bank’s board of directors and senior management. A quorum was confirmed, and the polls were opened. The company read aloud proposals — the election of director nominees, the ratification of the appointment of an independent public accounting firm and an advisory vote on executive compensation.

Then the polls closed, preliminary results were shared and the annual meeting, which took place last month, was adjourned.

It took all of four minutes.

With the actual business of Truist’s 2025 annual meeting concluded, Rogers used six additional minutes to give a broad overview of the Charlotte, North Carolina-based bank’s areas of focus before kicking off a question-and-answer session. Just one question, about profits that could be realized by deploying artificial intelligence, was read aloud. Rogers answered, and the call was over.

Five years after the COVID-19 pandemic forced banks to scrap in-person annual meetings, most large and regional banks have stuck with virtual formats, arguing that online meetings are more efficient, more accessible and more environmentally friendly.

But some shareholders are growing increasingly frustrated with the trend, saying that something is lost when banks choose to meet online. Some wonder if they’ll ever be in the same room as the boards and management teams again.

“The fact that [meetings] haven’t returned to in person or hybrid is really disadvantageous to shareholders,” Brianna Harrington, a research analyst and shareholder advocacy coordinator at Harrington Investments, told American Banker. “It’s essentially the only opportunity that shareholders have to face the board in person and be heard and try to hold them accountable.”

Last month, at Citigroup’s virtual annual meeting, Chairman John Dugan ticked off several reasons why the megabank stuck with the online format this year, including greater flexibility and accessibility, cost savings, such as reduced travel expenses, and greater comfort and security.

His comments came in response to a shareholder question about whether Citi would return to an in-person annual meeting next year. The question was read aloud by a bank representative, reflecting a shift in how some companies engage with investors during such meetings.

“Hosting a live meeting is significantly more expensive than a virtual meeting and is frankly not the best use of stockholder resources,” Dugan said. “We note that our peers at other financial institutions and major corporations also elect the virtual format by a wide margin.”

Dugan then said that Citi would “continue to assess the format” of its annual meeting, “taking into account feedback” from shareholders and making a choice that the bank believes “is in the best interest” of shareholders.

Truist and Citi, of course, aren’t alone in opting to host their annual meetings through an audio-only webcast. Most large and regional banks did the same this year in a changing political climate that contributed to a decrease in the number of shareholder proposals.

Goldman Sachs was an outlier. Its 2025 annual meeting took place in Dallas, though the investment banking giant also offered a dial-in option.

Truist did not respond to requests for comment about its decision to stick with the virtual annual meeting. Citi and Goldman declined to comment on their respective meeting formats.

Prior to the pandemic, Bruce Herbert would often attend corporate annual meetings to present shareholder proposals in person, which was a requirement in order to move such proposals. But the founder and CEO of Newground Social Investment, which focuses on impact investing, hasn’t attended a live annual meeting in years and now relies on a call-in number.

“The really good part and the necessary part of the in-person annual meeting is that you get to see the board and the management face to face, and see and hear how they manage questions,” Herbert said. “Call me old school, but a person who’s in charge of a company should feel very proud of what they’re doing … and they should be able to stand and take any question, even if it’s couched in the form of criticism. But you don’t get to see that in a virtual meeting.”

Increasingly, shareholders who present resolutions at banks and other companies are required to submit recordings of their statements or submit the statements to the banks or companies, which then have someone read it during the meeting. Some shareholders have complained that their phone line has been cut off halfway through their presentation, and that there is no opportunity to ask follow-up questions or seek clarity from the banks about their particular resolutions.

There are pros and cons to the shift in recorded shareholder presentations, according to Sanford Lewis, the founder and director of the Shareholder Rights Group.

“In some instances, for many of the shareholders who file proposals and aren’t local to the company’s headquarters, it’s actually a positive thing for them if they have the option of presenting virtually,” Lewis said. “But that’s sort of devolved into, ‘Send us a recording,’ or worse, ‘Send us your statement, and we will read it, and that’s all we’re going to offer you.'”

“So it becomes less and less like an actual forum and it feels more and more like an empty formality,” said Lewis, an attorney who represents shareholders who file proposals. “It’s sort of losing the quality of a real-time interaction, which raises the question of, ‘Is it even a meeting?'”

The sharp increase in the popularity of virtual annual meetings can be traced to the pandemic, according to Broadridge Financial Solutions in Lake Success, New York, which provides proxy services, including virtual shareholder meetings.

The company, which started offering the option of holding virtual annual meetings in 2009, hosted 311 such meetings between July 2018 and June 2019, according to Bill Kennedy, vice president of product and strategy at Broadridge. That figure climbed to 1,561 during the next 12-month period and then 2,392 between July 2020 and June 2021, he said.

In the 12-month period that ended last June, Broadridge hosted 2,448 virtual shareholder meetings, of which 7% were held by first-time users of the format, Broadridge disclosed in a report. Nearly all of the meetings were in an audio-only format.

Also last year, Broadridge saw a 67% year-over-year uptick in the adoption of prerecorded content at annual meetings — including prerecorded commercials, company scripts and shareholder proposals. Broadridge counted 600 pieces of prerecorded content, noting that companies “are becoming more comfortable with incorporating already-prepared content into their meetings.”

Shareholder representatives say that a hybrid format, in which banks host annual meetings in person and also offer an online option, preferably with video capabilities, would be ideal. That way, shareholders who want to be in the same room as the board and management would be able to do so, while others who’d prefer to tune in remotely could choose that route.

Both Harrington and Herbert said that hybrid meetings should be standard for annual meetings.

A video meeting format “may take more of a prevalent role in the future,” but a hybrid meeting may create layers of challenges for banks and other public companies, Broadridge’s Kennedy argued.

“In a hybrid event, there are two venues with two sets of contingencies and two sets of execution, trying to blend together, and ultimately two sets of costs,” Kennedy said, adding that Broadridge hosts “very few hybrid events” on its platform.

Lewis, the lawyer who represents shareholders, said he used to be more optimistic about the possibility that virtual annual meetings can be inclusive and engaging, offering shareholders the opportunity to interact with the companies in which they invest.

“Early in the pandemic, I got kind of excited about these virtual meetings and how this could be a real engagement process where shareholders would tune in and listen to arguments and hear both sides and decide where they stand, and then vote,” he said. “But I think I’ve become more cynical myself. I don’t know if that’s in the cards unless some best practices evolve, or companies experiment with doing these meetings in a way where you can see all of the board members, see the CEO and tell if they’re all paying attention and actually engaging.”

“That seems a far way off.”