cast at the Annual Meeting will be deemed the action of the shareholders. Shareholders may vote 1 YEAR, 2 YEARS, or 3 YEARS, or ABSTAIN from voting. Abstentions and broker non-votes are not considered to be votes cast on this proposal. The Board expects to be guided by the voting option that receives the greatest number of votes, even if that alternative does not receive a majority vote.
If
you are a shareholder of record and your form of proxy is properly executed and returned, it will be voted as directed. If no directions are given, the proxy will be voted FOR the election of each of the seven director nominees named herein for one-year terms; FOR the ratification of the appointment of Ernst & Young as
the Company’s independent registered public accounting firm for 2023; FOR the advisory approval of the compensation paid to
the Company’s named executive officers in 2022; and FOR 1 YEAR for the advisory approval of frequency of future advisory votes on executive compensation. The proxy grants discretionary authority to vote on other matters that properly come before the Annual Meeting (including to adjourn the Meeting) to Raymond T. Betler, Chair of the Board of Directors, and John
F. Kasel, President and Chief Executive Officer (
“CEO”) of
the Company.
The voting instruction form also serves as the voting instructions for the trustees who hold shares of record for participants in
the Company’s 401(k) plans. If voting instructions representing shares in
the Company’s 401(k) plans are received, but no indication is provided as to how those shares are to be voted, the shares will be counted as being present at the Annual Meeting and will count toward achievement of a quorum. If voting instructions as to the shares in
the
Company’s 401(k) plans are not received, those shares will be voted in the same proportion as shares in the 401(k) plans for which voting instructions were received.
The cost of soliciting proxies will be borne by
the Company. Officers or employees of
the Company may solicit proxies by mail, telephone, email, or facsimile.
The Company has retained Laurel Hill Advisory Group, LLC for the solicitation of proxies and will pay its fee of $7,000.00 plus reasonable out-of-pocket expenses.
If
you are a shareholder of record, you may vote your shares of Company common stock by telephone, through the Internet, or by mail in advance of the Annual Meeting. You may also vote your shares electronically at the Meeting. Please see the Notice of Internet Availability of Proxy Materials for instructions on how to access the proxy materials and how to cast your vote.
If you are a beneficial owner of shares held in “street name” through a broker, bank, or other intermediary, you may vote by returning your voting instruction card, or by following the instructions for voting via telephone or the Internet, as provided by the bank, broker, or other intermediary. You may also vote your shares electronically during the Annual Meeting. If you own shares in different accounts or in more than one name, you
may receive different voting instructions for each type of ownership. Please vote all of your shares.
If you are a participant in
the Company’s 401(k) plans, you must vote your shares in advance of the Annual Meeting using one of the methods described above for shareholders of record. Participants in
the Company’s 401(k) plans may attend the Annual Meeting but will not be able to vote shares held in such plans electronically online during the Annual Meeting.
The Annual Meeting
will be held in a virtual-only format. You will not be able to attend the Meeting in person. We have designed the virtual Annual Meeting to provide substantially the same opportunities to participate as you would have at an in-person meeting. To be admitted to the Annual Meeting, please log in to
www.virtualshareholdermeeting.com/FSTR2023 where you must enter the control number found on your proxy card, voting instruction form, or Notice of Internet Availability you previously received. Once admitted to the Meeting, you may vote during the Annual Meeting, submit questions, and view the list of shareholders entitled to vote by following the instructions available on the Meeting
website. If you have already
voted by Internet, phone, or mail prior to accessing the Meeting, you do not need to vote again. Voting online during the Annual Meeting will revoke any prior votes.
The virtual Annual Meeting platform is fully supported across browsers (Edge, Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Shareholders should confirm that they have a strong internet connection if they intend to attend the Annual Meeting. Attendees should allow plenty of time to log in prior to the start of the Annual Meeting.
The virtual Annual Meeting
format allows shareholders to communicate with us during the Annual Meeting so they can ask questions of our management and Board, as appropriate. If you wish to submit a question during the Annual Meeting, you may do so by logging into the virtual meeting platform at
www.virtualshareholdermeeting.com/FSTR2023, typing your question into the
“Ask a Question” field, and clicking
“Submit.”