0000277509False00002775092025-04-222025-04-22
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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Federal Signal Corporation
(Exact name of registrant as specified in its charter)
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Delaware |
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001-6003 |
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36-1063330 |
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(State or other jurisdiction
of incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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1333 Butterfield Road, Downers Grove, Illinois
(Address of principal executive offices)
60515
(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:
☐ 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:
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| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, par value $1.00 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 On April 22, 2025, Federal Signal Corporation (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”).
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Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
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:
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For |
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Withhold |
| Katrina L. Helmkamp |
55,603,476 |
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77,742 |
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| Eugene J. Lowe, III |
55,277,982 |
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403,236 |
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| Dennis J. Martin |
54,523,489 |
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1,157,729 |
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| Shashank Patel |
55,617,223 |
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63,995 |
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| Brenda L. Reichelderfer |
53,902,006 |
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1,779,212 |
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| Jennifer L. Sherman |
55,102,654 |
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578,564 |
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| John L. Workman |
54,293,788 |
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1,387,430 |
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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:
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| For |
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Against |
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Abstentions |
| 51,703,165 |
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3,932,224 |
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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:
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| For |
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Against |
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Abstentions |
| 57,084,402 |
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558,815 |
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18,481 |
On April 22, 2025, the Board authorized an additional stock repurchase program of up to $150 million of the Company’s common stock. The repurchase program supplements the Board’s prior authorization from March 2020, which had approximately $27 million of availability remaining at the end of the first quarter of 2025. The newly-authorized program is intended primarily to facilitate purchases of Company stock as a means to provide cash returns to stockholders, enhance stockholder returns, and manage the Company’s capital structure. Under its stock repurchase programs, the Company is authorized to repurchase, from time to time, shares of its outstanding common stock. Stock repurchases by the Company are subject to market conditions and other factors and may be commenced, suspended, or discontinued at any time.
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.
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Item 9.01 |
Financial Statements and Exhibits. |
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(d) |
Exhibits |
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99.1 |
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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.
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FEDERAL SIGNAL CORPORATION |
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Dated: April 22, 2025 |
By: |
/s/ Ian Hudson |
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Ian A. Hudson, Senior Vice President, Chief Financial Officer |
EX-99.1
2
a2025-04x22dividendandst.htm
PRESS RELEASE
a2025-04x22dividendandst
1333 Butterfield Road, Suite 500 Downers Grove, Illinois 60515 630.954.2000 federalsignal.com Federal Signal Corporation Declares Dividend of $0.14 per share and Announces Additional $150 Million Stock Repurchase Authorization Downers Grove, Illinois, April 22, 2025 – Federal Signal Corporation (NYSE:FSS) (the “Company”) today announced that its Board of Directors (“Board”) declared a quarterly cash dividend of fourteen cents ($0.14) per share on its common stock. The dividend is payable on May 30, 2025 to stockholders of record at the close of business on May 16, 2025. The Company also announced today that its Board has authorized an additional stock repurchase program of up to $150 million of the Company’s common stock. The repurchase program supplements the Board’s prior authorization from March 2020, which had approximately $27 million of availability remaining as of the end of the first quarter of 2025. The newly-authorized program is intended primarily to facilitate purchases of Company stock as a means to provide cash returns to stockholders, enhance stockholder returns, and manage the Company’s capital structure. “Our objective with our stock repurchase programs, and with all of our initiatives, is to optimize value for our stockholders,” said Jennifer L. Sherman, President and Chief Executive Officer. “In taking this action, we are reaffirming our confidence in the prospects for our businesses. With the strength of our balance sheet, our robust free cash flow generation, and our low debt levels, we can fund opportunistic repurchases of our stock and offset dilution over time, without impacting our ability to invest in our growth initiatives, including our disciplined and focused acquisition efforts.” Under its stock repurchase programs, the Company is authorized to repurchase, from time to time, shares of its outstanding common stock. Stock repurchases by the Company are subject to market conditions and other factors and may be commenced, suspended, or discontinued at any time. About Federal Signal Federal Signal Corporation (NYSE: FSS) builds and delivers equipment of unmatched quality that moves material, cleans infrastructure, and protects the communities where we work and live. Founded in 1901, Federal Signal is a leading global designer, manufacturer, and supplier of products and total solutions that serve municipal, governmental, industrial, and commercial customers. Headquartered in Downers Grove, Ill., with manufacturing facilities worldwide, the Company operates two groups: Environmental Solutions and Safety and Security Systems. For more information on Federal Signal, visit: https://www.federalsignal.com.
“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995 This release contains unaudited financial information and various forward-looking statements as of the date hereof and we undertake no obligation to update these forward-looking statements regardless of new developments or otherwise. Statements in this release that are not historical are forward-looking statements. Forward-looking statements should not be relied upon as a predictor of actual results. Such statements are subject to various risks and uncertainties that could cause actual results to vary materially from those stated. Such risks and uncertainties include but are not limited to: economic and political uncertainty, risks and adverse economic effects associated with geopolitical conflicts, legal and regulatory developments, foreign currency exchange rate changes, inflationary pressures, product and price competition, supply chain disruptions, availability and pricing of raw materials, interest rate changes, risks associated with acquisitions such as integration of operations and achieving anticipated revenue and cost benefits, work stoppages, increases in pension funding requirements, cybersecurity risks, increased legal expenses and litigation results and other risks and uncertainties described in filings with the Securities and Exchange Commission. Contact: Ian Hudson +1-630-954-2000, ihudson@federalsignal.com # # #
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