Federal Signal Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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, 2025
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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)
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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 22, 2025, Federal Signal Corporation (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). As of the February 24, 2025 record date, there were 61,097,138 shares of the Company’s common stock outstanding. The holders of 57,661,698 shares of common stock, representing 94.4% of the outstanding shares entitled to vote as of the record date, were represented at the Annual 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 Annual Meeting. The proposals are described in detail in the Company’s 2025 Proxy Statement, filed with the Securities and Exchange Commission on March 7, 2025 (the “2025 Proxy Statement”).
Proposal 1.
The following nominees were elected to the Company’s Board of Directors (the “Board”) to hold office for one year or until their successors are elected and qualified. There were no abstentions, and 1,980,480 broker non-votes, with respect to this matter. The voting results were as follows:
| For | Withhold | ||||||||||
| Katrina L. Helmkamp | 55,603,476 | 77,742 | |||||||||
| Eugene J. Lowe, III | 55,277,982 | 403,236 | |||||||||
| Dennis J. Martin | 54,523,489 | 1,157,729 | |||||||||
| Shashank Patel | 55,617,223 | 63,995 | |||||||||
| Brenda L. Reichelderfer | 53,902,006 | 1,779,212 | |||||||||
| Jennifer L. Sherman | 55,102,654 | 578,564 | |||||||||
| John L. Workman | 54,293,788 | 1,387,430 | |||||||||
Proposal 2.
The stockholders, in an advisory vote, approved the named executive officer compensation as disclosed in the 2025 Proxy Statement. There were 1,980,480 broker non-votes with respect to this matter. The voting results were as follows:
| For | Against | Abstentions | ||||||||||||
| 51,703,165 | 3,932,224 | 45,829 | ||||||||||||
Proposal 3.
The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2025. There were no broker non-votes with respect to this matter. The voting results were as follows:
| For | Against | Abstentions | ||||||||||||
| 57,084,402 | 558,815 | 18,481 | ||||||||||||
Item 8.01 | Other Events. | ||||
The full text of the press release announcing the Board’s authorization of the stock repurchase program is attached hereto as Exhibit 99.1 to this Form 8-K.
Item 9.01 | Financial Statements and Exhibits. | ||||
(d) | Exhibits | |||||||
| 99.1 | ||||||||
| 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 22, 2025 | By: | /s/ Ian Hudson | ||||||
| Ian A. Hudson, Senior Vice President, Chief Financial Officer | ||||||||