§ 112. Access to proxy solicitation materials.

The bylaws may provide that if the corporation solicits proxies with respect to an election of directors, it must include in its proxy solicitation materials individuals nominated by a stockholder. The requirement may be subject to any lawful procedures or conditions, such as …

… requiring from the nominating stockholder:

1. minimum stock ownership, including duration; this can take into account options or other rights relating to the stock;

2. submission of specified information concerning the stockholder and its nominees, including information concerning ownership of the corporation’s stock or options;

5. an undertaking to indemnify the corporation in respect of any loss arising as a result of any false or misleading information or statement submitted in connection with a nomination;

… excluding nominations by:

4. any person who has directly or indirectly acquired or publicly proposed to acquire shares constituting a specified percentage of the voting power within a specified period before the election of directors; and

… conditioning eligibility on:

3. the number or proportion of directors nominated by stockholders, and whether the stockholder previously sought such inclusion.