{"data":{"id":"us-de/8-del.-c.-113","jurisdiction":"us-de","citation":"8 Del. C. § 113","heading":"Proxy expense reimbursement.","body":"(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:\n(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;\n(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;\n(3) Limitations concerning elections of directors by cumulative voting pursuant to § 214 of this title; or\n(4) Any other lawful condition.\n(b) No bylaw so adopted shall apply to elections for which any record date precedes its adoption.","path":["Title 8. Corporations","CHAPTER 1. General Corporation Law","Subchapter I. Formation"],"source_url":"https://delcode.delaware.gov/title8/c001/sc01/index.html#113","current_through":"2026-08-10 (85 Del. Laws, c. 421, 424)","vintage":"","retrieved_at":"2026-09-05T23:02:10Z","sha256":"39bb6fbe591f52586035404956441bfb0b1d034fea5ca9d0725c9bbb68d0125e","source_id":"us-de","stale":true,"prev":"us-de/8-del.-c.-112","next":"us-de/8-del.-c.-114"},"notice":"GroundRules: Original legal text. Not legal advice."}