[§431:4-239]  Requirements as to proxy. (a)  The form of proxy shall:

(1)  Indicate in boldface type whether or not theproxy is solicited on behalf of the management;

(2)  Provide a specifically designated blank space fordating the proxy; and

(3)  Identify clearly and impartially each matter orgroup of related matters intended to be acted upon, whether proposed by themanagement or stockholders.  No reference need be made to proposals for whichdiscretionary authority is conferred pursuant to subsection (c).

(b)  The proxy shall provide a means by whichthe person solicited may specify by ballot a choice between approval ordisapproval of each matter or group of related matters referred to therein,other than elections to office.  A proxy may confer discretionary authoritywith respect to matters for which no choice is specified if the form of proxystates in boldface type how it is intended to vote the shares or authorizationrepresented by the proxy in each case.

(c)  A proxy may confer discretionary authoritywith respect to other matters which may come before the meeting; provided thepersons on whose behalf the solicitation is made are not aware a reasonabletime prior to the time the solicitation is made that any other matters are tobe presented for action at the meeting and provided that a specific statementto that effect is made in the proxy statement or in the form of a proxy.

(d)  No proxy shall confer authority to:

(1)  Vote for the election of any person to office forwhich a bona fide nominee is not named in the proxy statement; or

(2)  Vote at any annual meeting other than the nextannual meeting (or any adjournment thereof) to be held after the date on whichthe proxy statement and form of proxy are first sent or given to stockholders.

(e)  The proxy statement or form of proxy shallprovide, subject to reasonable specified conditions, that the proxy will bevoted and that where the person solicited specifies, by means of a ballotprovided pursuant to subsection (b), a choice with respect to any matter to beacted upon, the vote will be in accordance with the specification so made.

(f)  The information included in the proxystatement shall be clearly presented and the statement made shall be dividedinto groups according to subject matter, with appropriate headings.  Allprinted proxy statements shall be clearly and legibly presented. [L 2000, c 24,pt of §2]