§ 10-35-10 — Reimbursement of proxy expenses

1. A shareholder of a publicly traded corporation who nominates one or more candidates
for election as directors who are not nominated by management or the board of
directors must be reimbursed by the corporation for the reasonable actual costs of
solicitation of proxies incurred by the shareholder in an amount equal to the
shareholder's total reasonable actual costs of solicitation multiplied by a fraction, the
numerator of which is the number of candidates nominated by the shareholder who
are elected, and the denominator of which is the total number of candidates nominated
by the shareholder.
2. As used in this section, "actual costs of solicitation" means amounts paid to third
parties relating to the solicitation, including lawyers, proxy solicitors, public relations
firms, printers, the United States postal service, and media outlets.