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.

(d) On February 18, 2019, the Board of Directors (the “Board”) of Federal Signal Corporation (the “Company”) increased its size from eight to nine directors and, following the recommendation of the Nominating and Governance Committee of the Board, appointed Eugene J. Lowe, III to the Board, effective immediately. Mr. Lowe will serve as a member of the Audit Committee of the Board (the “Audit Committee”). As compensation for his service as a director, Mr. Lowe will be eligible to receive an annual base retainer of $65,000 and an annual committee retainer of $9,000 for membership on the Audit Committee, both of which will be paid quarterly and pro-rated for 2019 based upon the effective date of his appointment. Until Mr. Lowe meets the Company’s stock ownership requirements for directors, 50% of his annual retainers will be paid in the form of shares of our common stock. In addition, Mr. Lowe will be eligible to receive an annual equity award of $100,000.

Mr. Lowe is the President and Chief Executive Officer (“CEO”) of SPXCorporation (“SPX”) (NYSE: SPXC), a supplier of highly engineered products and technologies, holding leadership positions in the HVAC, detection and measurement, and engineered solutions markets. Mr. Lowe joined SPX in 2008, serving in a number of different executive positions before being appointed as CEO in September 2015. Mr. Lowe has also served as a director of SPX since that time. Prior to joining SPX, Mr. Lowe held positions with Milliken & Company, Bain & Company and Lazard Technology Partners. Mr. Lowe earned his MBA with distinguished honors from Dartmouth’s Tuck School of Business and his bachelor’s degree in Management Science from Virginia Polytechnic Institute and State University.

Mr. Lowe is not party to any arrangement or understanding with any person to which he was appointed a director, nor is Mr. Lowe party to any transaction requiring disclosure to Item404(a) of Regulation S-K.

A copy of the press release announcing Mr. Lowe’s appointment to the Company’s Board is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On February 20, 2019, the Company announced plans to expand the primary production facility of the Company’s Vactor Manufacturing, Inc. subsidiary. A copy of the press release announcing the expansion is furnished herewith as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.02

Financial Statements and Exhibits.

Exhibit Index

FEDERAL SIGNAL CORP /DE/ Exhibit
EX-99.1 2 ex9912019219directorappo.htm PRESS RELEASE ANNOUNCING APPOINTMENT OF NEW BOARD MEMBER ex9912019219directorappo Federal Signal Corporation Appoints New Director Oak Brook,…
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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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