FSII » Topics » Background

This excerpt taken from the FSII DEF 14A filed Dec 12, 2006.
Background
 
Our board of directors adopted a Share Rights Plan in March 1998. The Share Rights Plan expires in accordance with its terms in June 2007. Pursuant to an agreement with EQSF Advisers in January 2000, we amended the Share Rights Plan to add an independent director evaluation provision. This provision of the Share Rights Plan calls for a committee of our independent directors to meet periodically to determine whether the Share Rights Plan continues to be in the best interests of the company, our shareholders and other constituencies recognized by Minnesota law. The committee is charged with reporting its conclusions to the entire board of directors and the results of its review are to be provided to our shareholders.
 
The committee is comprised of two members, Messrs. Bernards and Glarner, each of whom is considered independent by the board. Given the approaching expiration date of the Share Rights Plan, the committee has recommended that the full board consider prior to the expiration date whether to extend the Share Rights Plan, adopt a new Share Rights Plan or let the Share Rights Plan expire without extension or adoption of a new Share Rights Plan.
 
James A. Bernards Terrence W. Glarner
 
Members of the Share Rights Plan Committee


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