Extract to table

The advance notice provisions establish both a procedural window during which shareholder nominations and proposals must be submitted and a set of substantive information requirements that must be satisfied as a condition to the validity of any such nomination or proposal

10(b) of the Bylaws prescribes the information that must be included in any shareholder's notice of nomination

10(d) of the Bylaws provides that the chairman of any meeting of shareholders shall have the power and the duty to determine whether a nomination was made in accordance with the procedures set forth in the Bylaws

If the chairman determines that a nomination was not made in compliance with the applicable procedures, the chairman shall so declare at the meeting and such defective nomination shall be disregarded

No votes cast for a nominee whose nomination has been declared defective shall be counted

The authority vested in the chairman to rule nominations out of order is a significant procedural tool, but its exercise must be consistent with the fiduciary duties of the Board under Delaware law