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:
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 Corporations 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,
Judith A. Steiner
December 2, 2008