Federal Signal Corporation (NYSE:FSS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Federal Signal Corporation (NYSE:FSS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c)On May 1, 2018, Federal Signal Corporation (the “Company”) appointed Lauren B. Elting, 36, as the Company’s Principal Accounting Officer. In this capacity, Ms. Elting will assume the accounting responsibilities previously held by Ian A. Hudson, Senior Vice President and Chief Financial Officer, who will continue to serve as the Company’s Principal Financial Officer. Since joining the Company in January 2017, Ms. Elting has held finance positions of increasing responsibility, most recently as Vice President and Corporate Controller. Ms. Elting will continue to serve in this role. Prior to joining the Company, Ms. Elting worked at Ernst & Young LLP from 2004 to 2016, most recently as Senior Audit Manager.

The material economic terms of Ms. Elting’s compensation in her new capacity as the Company’s Principal Accounting Officer are summarized below:

Annual Base Salary: Ms. Elting will receive an annual base salary of $225,000.

Short-Term Incentive Bonus: Ms. Elting will be eligible for an annual cash incentive bonus equal to 40% of her annual base salary at target and capped at 80% of her annual base salary, calculated and paid according to the Company’s Short-Term Incentive Bonus Plan.

Long-Term Incentive Bonus: Subject to the approval of the Company’s Compensation and Benefits Committee, Ms. Elting will be eligible to receive a long-term equity incentive award during 2018 with a target value of approximately $100,000.

Other Benefits: Ms. Elting’s compensation package also includes a monthly car allowance and eligibility to participate in the Company’s non-qualified Savings Restoration Plan. Ms. Elting will also be eligible for Tier II severance benefits, subject to the terms and conditions of the Company’s Executive General Severance Plan, and Tier II Change-in-Control benefits under the terms of the applicable agreement.

Item 5.02

Submission of Matters to a Vote of Security Holders.

The Company held its 2018 Annual Meeting of Stockholders on May1, 2018. As of the March5, 2018 record date, there were 60,002,274 shares of the Company’s common stock outstanding. The holders of 55,609,218 shares of common stock, representing 92.68% of the outstanding shares entitled to vote as of the record date, were represented at the meeting in person 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 meeting. The proposals are described in detail in the Company’s 2018 Proxy Statement filed with the SEC on March16, 2018 (the “2018 Proxy Statement”).

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 4,100,373 broker non-votes, with respect to this matter.The voting results were as follows:

For

Withhold

James E. Goodwin

50,781,653

727,192

Bonnie C. Lind

51,068,206

440,639

Dennis J. Martin

50,840,758

668,087

Richard R. Mudge

51,068,437

440,408

William F. Owens

50,972,024

536,821

Brenda L. Reichelderfer

50,798,445

710,400

Jennifer L. Sherman

50,981,241

527,604

John L. Workman

51,068,732

440,113

Proposal 2.

The stockholders, in an advisory vote, approved the named executive officer compensation as disclosed in the Company’s 2018 Proxy Statement. There were 4,100,373 broker non-votes with respect to this matter.The voting results were as follows:

For

Against

Abstentions

50,557,092

820,072

131,681

In accordance with the stockholder vote at our 2017 Annual Meeting of Stockholders, the Board determined that the Company's policy is to hold a stockholder advisory vote on executive compensation every year 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 2018. There were no broker non-votes with respect to this matter.The voting results were as follows:

For

Against

Abstentions

55,453,504

137,812

17,902


About Federal Signal Corporation (NYSE:FSS)

Federal Signal Corporation designs and manufactures products and integrated solutions for municipal governmental industrial and commercial customers. The Company operates through two segments: Environmental Solutions Group, and Safety and Security Systems Group. Environmental Solutions Group is manufacturer and supplier of a range of street sweeper vehicles, sewer cleaner and vacuum loader trucks, hydro-excavation trucks and waterblasting equipment. Its products are sold to both municipal and industrial customers under the Elgin, Vactor, Guzzler and Jetstream brand names. Safety and Security Systems Group is a manufacturer and supplier of systems and products that law enforcement, fire rescue, emergency medical services, campuses military facilities and industrial sites use to protect people and property. Its portfolio of products includes sewer cleaners, vacuum trucks, street sweepers, safety and security systems, including products and solutions for the public safety market.

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