EX-99 7 s328008.txt EXHIBIT 99.2 - PROXY Exhibit 99.2 PROXY FEDDERS CORPORATION Annual Meeting of Stockholders - February 26, 2002 Solicited on Behalf of the Board of Directors You May Vote by the Internet, by Telephone or by Mail (see instructions on reverse side) The undersigned stockholder of FEDDERS CORPORATION (the "Company") hereby constitutes and appoints MICHAEL GIORDANO, SAL GIORDANO, JR. and KENT E. HANSEN, and each of them, the attorneys and proxies of the undersigned, with full power of substitution, to vote for all the shares of Class A Stock and in the name, place and stead of the undersigned, at the Annual Meeting of Stockholders of the Company, to be held at the Company's corporate offices at the Somerset Hills Hotel, 200 Liberty Corner Road, Warren, New Jersey 07060, on February 26, 2002 at 10:30 a.m. and at any adjournments thereof, the number of votes the undersigned would be entitled to cast if personally present, on the items as set forth on the reverse side of this proxy and in their discretion, upon such other matters as may properly come before the meeting or any adjournment thereof. The Board of Directors recommends a vote in favor of Proposal 1. A majority of said attorneys and proxies, or their substitutes, at said meeting or any adjournment thereof (or, if only one, that one) may exercise all of the power hereby given. Any proxy to vote any of the shares with respect to which the undersigned is, or would be entitled to vote, heretofore given to any persons, other than the persons named above, is hereby revoked. IN WITNESS WHEREOF, the undersigned has signed this proxy and hereby acknowledges receipt of a copy of the notice of said meeting and proxy statement in reference thereto both dated ___________, 2001. IF PROPERLY SIGNED, DATED AND RETURNED, THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE OR, IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED "AGAINST" PROPOSAL 1. (SPECIFY CHOICE AND SIGN ON REVERSE SIDE) If you do not vote by internet or telephone, please mark, date, sign and mail your proxy card back as soon as possible. Annual Meeting of Stockholders FEDDERS CORPORATION February 26, 2002 VOTE BY INTERNET/TELEPHONE 24 HOURS A DAY, 7 DAYS A WEEK ------------------------------------------------------------------------------- INTERNET TELEPHONE ------------------------------------------------------------------------------- http://_________________________ 1-800-xxx-xxxx GO TO THE WEBSITE ADDRESS LISTED ABOVE. USE ANY TOUCH-TONE TELEPHONE. HAVE YOUR PROXY CARD READY. THIS IS A TOLL-FREE NUMBER. ENTER YOUR CONTROL NUMBER LOCATED IN HAVE YOUR PROXY CARD READY. THE BOX BELOW. ENTER YOUR CONTROL NUMBER LO- FOLLOW THE SIMPLE INSTRUCTIONS THAT CATED IN THE BOX BELOW. APPEAR ON YOUR COMPUTER SCREEN. FOLLOW THE SIMPLE RECORDED IN- STRUCTIONS. ------------------------------------------------------------------------------- -------------------------------------------------- Your Internet or telephone vote authorizes the named Proxies to vote your shares in the same manner as if you marked, signed and returned your Proxy Card. ---------------------------------------------------- 1-800-xxx-xxxx CALL TOLL-FREE TO VOTE ---------------------------------------------- CONTROL NUMBER FOR INTERNET/TELEPHONE VOTING ---------------------------------------------- THE INTERNET AND TELEPHONE VOTING FACILITIES WILL CLOSE AT 9:00 A.M. E.D.T. ON [MONTH, DAY], 2002. If you do not vote through the internet or telephone, please detach the following and mail it in the envelope provided. ------------------------------------------------------------------------------- Please mark your votes as in the example: | X | FOR AGAINST ABSTAIN 1. Proposal to amend the Company's certifi- | | | | | | cate of incorporation to delete Section VI of clause A of Article Second. MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT | | Signature: ________________________ Date: _________, 2002 Signature: ________________________ Date: _________, 2002 NOTE: If a signer is a corporation, sign in full corporate name by a duly authorized officer. Attorneys, executors administrators, trustees or guardians should sign full name and mark as such.