§ 219 — List of stockholders entitled to vote; penalty for refusal to produce; stock ledger

Delaware § 219

• Jurisdiction: Delaware
• Title: 8
• Ch. 1: GENERAL CORPORATION LAW
• Subch.: Meetings, Elections, Voting and Notice

Text

(a) The corporation shall prepare, no later than the tenth day before each meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting; provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Nothing contained in this section shall require the corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of 10 days ending on the day before the meeting date: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation.

(b) If the corporation, or an officer or agent of the corporation, refuses to permit examination of the list by a stockholder, such stockholder may apply to the Court of Chancery for an order to compel the corporation to permit such examination. The burden of proof shall be on the corporation to establish that the examination such stockholder seeks is for a purpose not germane to the meeting. The Court may summarily order the corporation to permit examination of the list upon such conditions as the Court may deem appropriate, and may make such additional orders as may be appropriate, including, without limitation, postponing the meeting or voiding the results of the meeting.

(c) For purposes of this chapter, “stock ledger” means 1 or more records administered by or on behalf of the corporation in which the names of all of the corporation’s stockholders of record, the address and number of shares registered in the name of each such stockholder, and all issuances and transfers of stock of the corporation are recorded in accordance with § 224 of this title. The stock ledger shall be the only evidence as to who are the stockholders entitled by this section to examine the list required by this section or to vote in person or by proxy at any meeting of stockholders.

Legislative History

8 Del. C. 1953, § 219; 56 Del. Laws, c. 50 ; 72 Del. Laws, c. 343, §§ 9, 10 ; 74 Del. Laws, c. 84, § 4 ; 76 Del. Laws, c. 252, §§ 1, 2 ; 77 Del. Laws, c. 14, § 6 ; 81 Del. Laws, c. 86, §§ 5, 6 ; 83 Del. Laws, c. 377, § 6