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Noncompliance with two bylaw requirements formed the grounds for Lee's rejection. First, the notice was not submitted by a stockholder of record. The plaintiff had attempted to become a record holder three business days before Lee's nomination deadline but the transfer was not completed in time. The plaintiff had also asked Cede & Co.—the record holder for its shares—to provide what amounted to a cover letter for its nomination in an alternative attempt to meet the requirement. Second, the plaintiff did not use Lee's nominee questionnaire forms, which were made available to record holders.
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by any stockholder of the Corporation entitled to vote at the meeting who complies with the notice procedures set forth in this Section 2 and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation (the "Secretary" , on the record date for the determination of stockholders of the Corporation entitled to vote at the meeting, and at the time of the meeting.[

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