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Bylaw changes: Opening the door to virtual annual meetings

February 2, 2015 / bylaws / Posted By: Patrick Van de Wille

Today, our company announced that our board of directors had approved some amendments to our bylaws, in the form of an 8-K. Among the changes there’s one that, as head of investor relations, I’d like to highlight: we adjusted our bylaws to provide InterDigital with the ability to hold a virtual annual shareholder meeting. Virtual annual meetings provide shareholders with the ability not only to hear the proceedings and ask questions online, but also to vote real-time.  Annual meetings can be fully virtual or hybrid, combining an in-person physical meeting with an online virtual component.

Fully virtual annual meetings have been progressing in terms of adoption recently – according to Broadridge, one of the leading virtual annual meeting technology providers, the number of companies holding fully virtual annual shareholder meetings almost doubled from 2012 to 2014. While it’s still certainly a minority of public companies, the trend is clear. And, as a company whose brand is intertwined with advanced tech R&D and the future of communications technology, we feel like we should have the flexibility to be on that leading edge.

At InterDigital, part of our analysis about whether a fully virtual annual meeting makes sense or not is rooted in our recent history. In 2013, we nudged virtual participation ahead by taking questions by e-mail and providing an audio webcast. Last year, we went a step further, providing a full HD video webcast and encouraging online participation (but not real-time voting). The results were significant: although the event was still optimized for in-person participation, we had only a handful of shareholders in attendance… but more than 70 online.

So the bylaw change is motivated by something very simple: the desire to have the ability to optimize the annual meeting for the vast majority of people who attend it, and to make it easier and more enjoyable for as many shareholders as possible to fully participate. 

We have not yet decided whether we will hold a fully virtual annual meeting in 2015, but we wanted to make the bylaw change now so that we have the option, either now or in the future.

As always, I’d be happy to take specific feedback at patrick.vandewille@interdigital.com.