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Terms Used In New Jersey Statutes 14A:5-31

  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
1. A corporation may establish, in its bylaws, procedures or conditions under which materials with respect to shareholder-nominated individuals will be included in a corporation’s proxy solicitation materials, including the form of proxy, for an upcoming election of directors. Those procedures or conditions may include, but shall not be limited to, the following:

(1) A condition requiring a minimum level of beneficial ownership of shares of the corporation’s voting stock by the nominating shareholder or a minimum duration of ownership of those shares;

(2) Conditions limiting nominations of directors who have been previously nominated to the board;

(3) A provision limiting the number of shareholder-nominated directors for each shareholder meeting at which directors are to be elected;

(4) Procedures requiring the nominating shareholder to submit specified information concerning the shareholder and the shareholder’s nominees, including information concerning ownership by those persons of shares of the corporation’s capital stock;

(5) A provision limiting nominations to shareholders, or any affiliate of those shareholders, who have not, and whose nominee has not, within a specified time period, publicly proposed to acquire shares constituting a specified percentage of the voting power of the corporation’s outstanding voting stock; and

(6) A provision requiring that the nominating shareholder undertake to indemnify the corporation in respect of any loss arising as a result of any false or misleading information or statement submitted by the nominating shareholder in connection with a nomination.

L.2017, c.299, s.1.