Attached files
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8-K - FORM 8-K - FIRSTMERIT CORP /OH/ | l42377e8vk.htm |
Exhibit 99.1
April 8, 2011
NOTICE OF BLACKOUT PERIOD AND
SUSPENSION OF TRADING BY
DIRECTORS AND EXECUTIVE OFFICERS
SUSPENSION OF TRADING BY
DIRECTORS AND EXECUTIVE OFFICERS
From May 9, 2011 to May 23, 2011, participants in the FirstMerit Corporation and Affiliates
Employees Salary Savings Retirement Plan (the Plan) will be unable to access their accounts
(including common shares held in the FirstMerit common stock fund) in the Plan in any manner, will
be unable to change investments within the Plan, and will be unable to obtain loans or
distributions under the Plan. The purpose of the blackout period is to make a number of changes to
the menu of mutual funds available for participant investment selection within the Plan.
During the blackout period, you, as a director or executive officer of FirstMerit Corporation
(FirstMerit), are prohibited by law from engaging in certain transactions in the common shares of
FirstMerit (including derivative securities, such as options). Transactions by your family members
in FirstMerit common shares in which you have a pecuniary interest (i.e., those required to be
reported on your Section 16 ownership reports) may also be prohibited.
Regulation BTR (17 C.F.R. Part 245), adopted by the Securities and Exchange Commission
pursuant to the Sarbanes-Oxley Act of 2002, generally prohibits you from directly or indirectly
purchasing, selling or otherwise acquiring or transferring any equity security of FirstMerit during
any blackout period if you acquire or previously acquired such security in connection with your
service or employment as a director or executive officer. You will be deemed to have acquired a
security in connection with your service or employment as a director or executive officer if you
acquired it at a time when you were a director or executive officer and obtained it under a
compensation plan, contract, authorization or arrangement, as a result of certain types of
transactions or business relationships with FirstMerit or an affiliated entity, or to satisfy
FirstMerits minimum ownership requirements or guidelines for directors or executive officers. The
trading restriction also applies to FirstMerit securities you acquired prior to becoming or while
serving as a director or executive officer as an inducement to service or employment as a director
or executive officer, or as a result of a business combination in respect of an equity security of
an entity involved in the business combination that you acquired in connection with service or
employment as a director or executive officer of such entity.
Certain transactions are exempt from the prohibition of Regulation BTR, including:
| the reinvestment of dividends or interest under the FirstMerit Corporation Dividend Reinvestment Plan; | ||
| any purchase or sale pursuant to a contract, instruction or written plan entered into by you that satisfies 17 C.F.R. §240.10b5-1 and that you entered into before receiving notice of the blackout period; | ||
| certain purchases or sales under certain tax-qualified plans; |
| bona fide gifts and transfers by will or the laws of descent and distribution, pursuant to a domestic relations order or compelled by law; and | ||
| any increases or decreases in the number of securities held as a result of a stock split, stock dividend or acquisition of rights pursuant to a pro rata grant to all holders of the same class of equity securities. |
FirstMerits Insider Trading Policy and Section 16 Compliance Program will continue to apply
during the blackout period.
If you have any questions regarding the blackout period or the restrictions on your
transactions in common shares of FirstMerit or if you plan to engage in a transaction in FirstMerit
common shares (including derivative securities, such as options) during the blackout period, please
contact:
Judith A. Steiner
FirstMerit Corporation
III Cascade Plaza
Akron, Ohio 44308
(330) 384-7287
FirstMerit Corporation
III Cascade Plaza
Akron, Ohio 44308
(330) 384-7287