FMER » Topics » NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

This excerpt taken from the FMER DEF 14A filed Dec 2, 2008.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
 
To Be Held January 5, 2009
 
The Special Meeting of Shareholders (the “Special Meeting”) of FirstMerit Corporation, an Ohio corporation (the “Corporation”), will be held at the offices of FirstMerit Corporation, III Cascade Plaza, Akron, Ohio 44308 at 10:00 A.M., local time, for the following purposes:
 
  1.  To consider and vote upon a proposal to amend Article FOURTH of the Corporation’s Second Amended and Restated Articles of Incorporation (the “Articles”) in order to provide the Board of Directors with the authority to limit the voting rights of the Corporation’s authorized shares of no par Preferred Stock (the “Preferred Stock”) and to permit the Board of Directors to issue Preferred Stock with the right to elect up to two directors (the “Preferred Directors”);
 
  2.  To consider and vote upon a proposal to amend Article III of the Corporation’s Second Amended and Restated Code of Regulations, as amended (the “Regulations”), to accommodate the potential election of the Preferred Directors;
 
  3.  To approve the adjournment of the Special Meeting, if necessary, to solicit additional Proxies, in the event there are not sufficient votes at the time of the Special Meeting to adopt the proposed amendments to the Articles or the Regulations; and
 
  4.  To transact such other business as may properly come before shareholders at the Special Meeting or any adjournment thereof, including any matters as may be necessary to enable the Corporation to participate in the Capital Purchase Program.
 
The Board of Directors has fixed the close of business on November 24, 2008 as the record date for the determination of shareholders entitled to notice of and to vote at the Special Meeting.
 
Your Board of Directors recommends that you vote “FOR” the adoption of the amendments to the Articles in order to provide the Board of Directors with the authority to limit the voting rights of the Corporation’s Preferred Stock and to permit the Board of Directors to issue Preferred Stock with the right to elect Preferred Directors under certain circumstances. Your Board of Directors also recommends that you vote “FOR” the adoption of amendments to the Regulations in order to accommodate the election of the Preferred Directors. Finally, your Board of Directors recommends that you vote “FOR” the adjournment of the Special Meeting, if necessary, to solicit additional Proxies, in the event there are not sufficient votes at the time of the Special Meeting to adopt the proposed amendments to the Articles or the Regulations.
 
By Order of the Board of Directors,
 
-s- Judith A. Steiner
Judith A. Steiner
Secretary
 
December 2, 2008


 

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