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Key take-away: First Trust Exchange-Traded Fund II has mailed a Definitive Proxy Statement requesting shareholder approval to elect or re-elect eight trustees—seven incumbents and one new independent nominee—at a special meeting on 12 August 2025 in Wheaton, Illinois. Holders of record on 9 June 2025 may vote by mail, phone, Internet or in person.
Proposal details: • Incumbents: James A. Bowen (Interested), Richard E. Erickson, Thomas R. Kadlec, Denise M. Keefe, Robert F. Keith, Niel B. Nielson and Bronwyn Wright. • New nominee: Thomas J. Driscoll, retired Deloitte tax partner.
• Trustees serve until the next election and, once fully elected by shareholders, the board may fill future vacancies without calling additional meetings, adding flexibility and reducing future costs.
Board structure & governance: After the election the board would have eight members, 87.5% of whom qualify as independent under the 1940 Act; Robert F. Keith remains Lead Independent Trustee. Five standing committees—Executive, Dividend, Audit, Nominating & Governance, and Valuation—provide oversight of investment, accounting and compliance risks.
Meeting logistics & costs: Proxy solicitation is handled by EQ Fund Solutions with combined expenses for the trust and related First Trust funds estimated at US$41,000. Costs will be shared pro rata among all funds with publicly offered shares as of the record date.
Implications for investors: The item is limited to governance; no changes to investment objectives, fees, or operations of the 20 ETFs in the trust are proposed. Management urges a FOR vote; approval requires a plurality of votes cast, with all series voting together.