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.