Document
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________ 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 21, 2020
___________________________________
fsslogoa41.jpg
Federal Signal Corporation
(Exact name of registrant as specified in its charter)
___________________________________
Delaware
 
001-6003
 
36-1063330
(State or other jurisdiction
 of incorporation)
 
(Commission File
 Number)
 
(IRS Employer
 Identification No.)
1415 W. 22nd Street, Oak Brook, Illinois
(Address of principal executive offices)
60523
(Zip Code)
(630) 954-2000
(Registrant’s telephone number, including area code)
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value .00 per share
FSS
New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o   
 




Item 5.07
Submission of Matters to a Vote of Security Holders.

On April 21, 2020, Federal Signal Corporation (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). As of the February 28, 2020 record date, there were 60,720,054 shares of the Company’s common stock outstanding. The holders of 55,593,884 shares of common stock, representing 91.56% of the outstanding shares entitled to vote as of the record date, were represented at the Annual Meeting virtually via the Internet or by proxy. This amount represented a quorum. Set forth below are the final voting results for each of the three proposals submitted to a vote of the Company’s stockholders at the Annual Meeting. The proposals are described in detail in the Company’s 2020 Proxy Statement filed with the Securities and Exchange Commission (“SEC”) on March 12, 2020 (the “2020 Proxy Statement”) and the proxy statement supplement filed with the SEC on April 2, 2020.

Proposal 1.

The following nominees were elected to the Board of Directors to hold office for one year or until their successors are elected and qualified. There were no abstentions, and 2,110,394 broker non-votes, with respect to this matter. The voting results were as follows:
 
For
 
Withhold
Eugene J. Lowe, III
52,813,213

 
670,277

Dennis J. Martin
52,595,374

 
888,116

Richard R. Mudge
52,070,325

 
1,413,165

William F. Owens
52,370,500

 
1,112,990

Brenda L. Reichelderfer
51,715,664

 
1,767,826

Jennifer L. Sherman
52,732,255

 
751,235

John L. Workman
52,469,692

 
1,013,798


Proposal 2.

The stockholders, in an advisory vote, approved the named executive officer compensation as disclosed in the Company’s 2020 Proxy Statement. There were 2,110,394 broker non-votes with respect to this matter. The voting results were as follows:
For
 
Against
 
Abstentions
52,288,305
 
974,402
 
220,783

In accordance with the stockholder vote at our 2017 Annual Meeting of Stockholders, advisory votes regarding executive compensation are conducted annually until the next required advisory vote on the frequency of such votes. The Company is required to hold advisory votes on frequency every six years.

Proposal 3.

The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2020. There were no broker non-votes with respect to this matter. The voting results were as follows:
For
 
Against
 
Abstentions
54,897,539
 
653,550
 
42,795
Item 9.01
Financial Statements and Exhibits.

(d)
Exhibits
 
 
104
Cover Page Interactive Data File (embedded within the Inline XBRL Document)





 SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
FEDERAL SIGNAL CORPORATION
 
 
 
Dated: April 23, 2020
By:
/s/ Ian A. Hudson
 
 
Ian A. Hudson, Senior Vice President and Chief Financial Officer
 



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Document and Entity Information Document and Entity Information
Apr. 21, 2020
Cover page.  
Title of 12(b) Security Common Stock, par value $1.00 per share
Entity Incorporation, State or Country Code DE
Document Type 8-K
Entity Central Index Key 0000277509
Entity Registrant Name Federal Signal Corporation
Document Period End Date Apr. 21, 2020
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Entity File Number 001-6003
Entity Tax Identification Number 36-1063330
Entity Address, Address Line One 1415 W. 22nd Street
Entity Address, City or Town Oak Brook
Entity Address, State or Province IL
Entity Address, Postal Zip Code 60523
City Area Code 630
Local Phone Number 954-2000
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Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Trading Symbol FSS
Security Exchange Name NYSE
Entity Emerging Growth Company false