Delaware Code (Titles 8, 9, 25, 30)

8 Del. C. § 113

Proxy expense reimbursement

# (a)

The bylaws may provide for the reimbursement by the corporation of expenses incurred by a stockholder in soliciting proxies in connection with an election of directors, subject to such procedures or conditions as the bylaws may prescribe, including:

# (1)

Conditioning eligibility for reimbursement upon the number or proportion of persons nominated by the stockholder seeking reimbursement or whether such stockholder previously sought reimbursement for similar expenses;

# (2)

Limitations on the amount of reimbursement based upon the proportion of votes cast in favor of 1 or more of the persons nominated by the stockholder seeking reimbursement, or upon the amount spent by the corporation in soliciting proxies in connection with the election;

# (3)

Limitations concerning elections of directors by cumulative voting pursuant to § 214 of this title; or

# (4)

Any other lawful condition.

# (b)

No bylaw so adopted shall apply to elections for which any record date precedes its adoption.

Amendment history

77 Del. Laws, c. 14, § 2

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