Federal Signal Corp 8-K, filed Apr 28, 2021
Federal Signal Corp /De/ (FSS)
8-K
2021-04-28
For: 2021-04-22
View Original
Added on
April 08, 2026
About this 8-K
Federal Signal Corp filed this 8-K on April 28, 2021, reporting on events of April 22, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
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 22, 2021
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices)
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 27, 2021, Federal Signal Corporation (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). As of the February 26, 2021 record date, there were 60,538,158 shares of the Company’s common stock outstanding. The holders of 55,500,137 shares of common stock, representing 91.7% 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 four proposals submitted to a vote of the Company’s stockholders at the Annual Meeting. The proposals are described in detail in the Company’s 2021 Proxy Statement, filed with the Securities and Exchange Commission on March 17, 2021 (the “2021 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 1,731,238 broker non-votes, with respect to this matter. The voting results were as follows:
| For | Withhold | ||||||||||
| Eugene J. Lowe, III | 53,476,452 | 292,447 | |||||||||
| Dennis J. Martin | 49,645,161 | 4,123,738 | |||||||||
| William F. Owens | 50,808,203 | 2,960,696 | |||||||||
| Brenda L. Reichelderfer | 51,742,049 | 2,026,850 | |||||||||
| Jennifer L. Sherman | 53,069,015 | 699,884 | |||||||||
| John L. Workman | 52,316,387 | 1,452,512 | |||||||||
Proposal 2.
The stockholders, in an advisory vote, approved the named executive officer compensation as disclosed in the 2021 Proxy Statement. There were 1,731,238 broker non-votes with respect to this matter. The voting results were as follows:
| For | Against | Abstentions | ||||||||||||
| 51,935,041 | 1,618,845 | 215,013 | ||||||||||||
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 voted to approve the Second Amendment to the Federal Signal Corporation 2015 Executive Incentive Compensation Plan as disclosed in the 2021 Proxy Statement. There were 1,731,238 broker non-votes and 88,943 abstentions with respect to this matter. The abstentions have the effect of a vote “against” this matter and have been included as such below. The voting results were as follows:
| For | Against | |||||||
| 49,131,214 | 4,637,685 | |||||||
Proposal 4.
The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2021. There were no broker non-votes with respect to this matter. The voting results were as follows:
| For | Against | Abstentions | ||||||||||||
| 54,909,652 | 578,648 | 11,837 | ||||||||||||
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
On April 22, 2021, Svetlana Vinokur, a named executive officer in the 2021 Proxy Statement, notified the Company of her intent to resign from her position as Vice President, Treasurer and Corporate Development, effective on May 12, 2021, to pursue an opportunity with another company.
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 28, 2021 | By: | /s/ Daniel A. DuPré | ||||||
| Daniel A. DuPré, Vice President, General Counsel and Secretary | ||||||||