{"data":{"id":"us-nj/n.j.-stat.-14a-5-31","jurisdiction":"us-nj","citation":"N.J. Stat. § 14A:5-31","heading":"Establishment of procedures, conditions relative to certain proxy solicitation materials.","body":"1.\tA 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:\n(1)\tA 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;\n(2)\tConditions limiting nominations of directors who have been previously nominated to the board;\n(3)\tA provision limiting the number of shareholder-nominated directors for each shareholder meeting at which directors are to be elected;\n(4)\tProcedures 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;\n(5)\tA 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\n(6)\tA 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.\nL.2017, c.299, s.1.","path":["TITLE 14A CORPORATIONS, GENERAL"],"source_url":"https://pub.njleg.state.nj.us/statutes/STATUTES-TEXT.zip","current_through":"P.L.2025, c.405, and J.R.22","vintage":"","retrieved_at":"2026-08-27T17:54:13Z","sha256":"77cf582f34438c462198658df71cf4f8ec73e929f4f8e811b5b4b3ef4393d94b","source_id":"us-nj","stale":true,"prev":"us-nj/n.j.-stat.-14a-5-30","next":"us-nj/n.j.-stat.-14a-6-1"},"notice":"GroundRules: Original legal text. Not legal advice."}