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•	To elect nine directors;

•	To approve, on an advisory basis, the compensation of our named executive officers (“NEOs”);

•	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2016; and

•	To transact such other business that may properly come before the meeting or any adjournment(s) or postponement(s) thereof.

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(1)	On January 1, 2016, Mr. Goodwin was elected Lead Independent Director, Mr. Martin was named Executive Chairman of the Board and Ms. Sherman was appointed President and CEO and director.

•	Operating income improved by $14.5 million, or 16%, to $103.2 million, from $88.7 million in 2014.

•	Operating margin improved to 13.4%, from 11.4% in 2014.

•	Adjusted diluted earnings per share from continuing operations** increased by 16%, to $1.02 per share, from $0.88 per share in 2014.

•	Cash flow from continuing operations increased to $91.1 million, up 12% compared to 2014.

•	Cash and cash equivalents exceeded total debt by $31.9 million, compared to a net debt balance of $26.1 million at December 31, 2014. As a result, we reduced our interest expense by 36% to $2.3 million, down from $3.6 million in 2014.

•	We paid dividends totaling $15.6 million in 2015, compared to $5.6 million in 2014.

•	We repurchased approximately 725,000 shares in 2015 for a total of $10.6 million. The remaining aggregate authorization under our repurchase programs was $69.1 million at year end, representing approximately 8% of our market capitalization.

•	Our debt leverage remains low, at 0.4 times adjusted EBITDA.**

•	We continued our focus on return on invested capital (“ROIC”) in 2015 and we continue to use ROIC as a performance metric in our long-term incentive compensation programs. This increased focus contributed to a significant year-over-year improvement in ROIC, which we define as net operating profit after taxes divided by average invested capital.

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•	In January 2016, we completed the sale of our Bronto Skylift business, initially receiving proceeds of approximately $83 million, with the remaining purchase price of approximately $4 million expected to be paid, along with the payment of the working capital and net debt adjustments, by the end of the second quarter of 2016.

•	In January 2016, we executed a new five-year $325 million revolving credit facility to replace our existing $225 million credit facility.

•	In January 2016, we completed the acquisition of Westech Vac Systems, Ltd., a Canadian manufacturer of high-quality, rugged vacuum trucks, for an initial purchase price of C$8 million (approximately U.S. $5.8 million), subject to certain working capital adjustments.

•

In February 2016, we entered into a definitive agreement to acquire substantially all of the Canadian and U.S. assets and operations of Joe Johnson Equipment for initial consideration of C$108 million (approximately U.S. $79 million), subject to certain post-closing adjustments, a deferred payment of approximately C$8 million, and a contingent earn-out payment of up to C$10 million. The transaction is expected to close by the end of the second quarter of 2016.

**	As these are non-GAAP measures, we have included a reconciliation to the most directly comparable GAAP measures in Appendix A.

(1)	Time-based restricted stock units may also be awarded. No such awards were granted to Section 16 Officers in 2015.

(2)	In our view, stock options are inherently at-risk because they only have value if share price increases over grant date value.

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1.	To elect nine directors;

2.	To approve, on an advisory basis, the compensation of our NEOs;

3.	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2016; and

4.	To transact such other business that may properly come before the meeting or any adjournment(s) or postponement(s) thereof.

•	By Telephone or Internet: You may vote by telephone or Internet by following the instructions included in the Notice of Internet Availability and in these proxy materials;

•	By Written Proxy: If you received a printed copy of the proxy materials, you may vote by written proxy by signing, dating and returning the proxy card in the postage-paid envelope provided; or

•

In Person: If you are a stockholder of record, you may vote in person at the Annual Meeting. You are a stockholder of record if your shares are registered in your name. If your shares are in the name of your broker or bank, your shares are held in “street name” and you are not a stockholder of record. If your shares are held in street name and you wish to vote in person at the Annual Meeting, you will need to contact your broker or bank to obtain a legal proxy allowing attendance at the Annual Meeting. If you plan to attend the Annual Meeting in person, please bring proper identification and proof of ownership of your shares.

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•	Voting by telephone or Internet on a later date, or delivering a later-dated proxy card if you requested printed proxy materials, prior to or at the Annual Meeting;

•	Filing a written notice of revocation with our Corporate Secretary; or

•	Attending the Annual Meeting and voting your shares in person (Note: Attendance alone at the Annual Meeting will not revoke a proxy).

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(1)	Based on 62,426,244 shares of common stock issued and outstanding as of March 4, 2016.

(2)	Based solely on a Schedule 13G (Amendment No. 1) filed with the United States Securities and Exchange Commission (the “SEC”) on January 13, 2016, in which Royce & Associates, LLC reported that, as of December 31, 2015, it had sole voting and dispositive power over 5,910,624 shares.

(3)	Based solely on a Schedule 13G (Amendment No. 7) filed with the SEC on January 26, 2016, in which BlackRock, Inc. reported that, as of December 31, 2015, it had sole voting power over 5,741,906 shares and sole dispositive power over 5,881,473 shares.

(4)

Based solely on a Schedule 13G (Amendment No. 3) filed with the SEC on February 9, 2016, in which Dimensional Fund Advisors LP reported that, as of December 31, 2015, it had sole voting power over 5,024,376 shares and sole dispositive power with respect to 5,169,981 shares in its capacity as an investment adviser registered under the Investment Advisors Act of 1940 to four investment companies and as investment manager to certain other commingled group trusts and separate accounts. Dimensional Fund Advisors LP disclaims beneficial ownership of these shares.

(5)	Based solely on a Schedule 13G (Amendment No. 10) filed with the SEC on February 2, 2016, in which Franklin Mutual Advisers, LLC reported that, as of December 31, 2015, it had sole voting and dispositive power with respect to all shares.

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(1)	All of our directors and officers use our Company address: 1415 West 22nd Street, Suite 1100, Oak Brook, IL 60523.

(2)

Totals include shares subject to stock options exercisable within 60 days of March 4, 2016 as follows: Mr. Goodwin, 56,254; Mr. Jones, 6,254; Dr. Mudge, 5,000; Ms. Reichelderfer, 9,226; Mr. Martin, 629,248; Ms. Sherman, 252,231; Mr. Cooper, 40,088; Ms. Cook, 27,192; and Mr. Higgins, 23,403. All directors and executive officers as a group hold stock options exercisable within 60 days of March 4, 2016 with respect to 1,133,028 shares. Totals also include restricted stock units that are vested but for which delivery has been deferred at the election of the director, as follows: Mr. Goodwin, 25,161, Dr. Mudge, 23,361 and Mr. Owens, 4,489. Totals also include 48,341 shares held by Ms. Sherman in our 401(k) Plan.

(3)	Based upon 62,426,244 shares of common stock issued and outstanding as of March 4, 2016 and, for each director or executive officer or the group, the number of shares subject to stock options exercisable by such director or executive officer or the group within 60 days of March 4, 2016. The use of “*” denotes percentages of less than 1%.

(4)	Consists of earned performance share units that remain subject to additional time-based vesting. These shares, under the rules of the SEC, are not deemed to be “beneficially owned” for purposes of this table and accordingly have been separately listed.

(5)	The information contained in this portion of the table is based upon information furnished to us by the named individuals above and from our records. Except with respect to 2,000 shares beneficially owned by Ms. Cook, which she jointly owns with her spouse, each director and officer claims sole voting and investment power with respect to the shares listed above.

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(1)	The Board has determined that Mr. Workman and Ms. Lind each qualify as an “audit committee financial expert” as defined by the SEC.

•	The integrity of our financial statements;

•	The qualifications and independence of our independent registered public accounting firm;

•	The performance of our internal audit function and independent registered public accounting firm; and

•	Our compliance with legal and regulatory requirements, including our Policy for Business Conduct for all employees and Code of Ethics for our CEO and senior officers.

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(1)	Includes the following share amounts awarded in lieu of cash using the closing share price of our common stock on the grant date: Ms. Lind, 2,213 shares and Mr. Workman, 3,619 shares.

(2)

Each non-employee director is issued a stock award annually. The annual award is determined by dividing $75,000 ($90,000 in the case of a non-employee Chairman or Lead Independent Director) by the closing price of our common stock on the grant date. Amounts stated reflect the grant date fair value computed in accordance with Accounting Standards Codification 718 “Compensation — Stock Compensation” (“ASC 718”). The following awards were granted to the non-employee directors on April 28, 2015, at a closing share price of $16.71: 5,386 shares of common stock to Mr. Goodwin as Chairman and 4,489 shares of common stock to each of Messrs. Jones, Mudge and Workman, and Mses. Lind and Reichelderfer. Mr. Owens received 4,489 deferred shares in the form of restricted stock units. As of December 31, 2015, each non-employee director held the following aggregate number of shares: Mr. Goodwin, 108,583 shares, including 25,161 deferred shares held in the form of restricted stock units; Mr. Jones, 111,972 shares; Ms. Lind, 13,660 shares; Dr. Mudge, 73,615 shares, including 23,361 deferred shares held in the form of restricted stock units; Mr. Owens, 76,180 shares, including 4,489 deferred shares held in the form of restricted stock units; Ms. Reichelderfer, 112,459 shares; and Mr. Workman, 19,775 shares. Excluding initial awards upon appointment, stock awards to non-employee directors are not subject to vesting requirements.

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(3)

No stock options were granted to any of the directors during the fiscal year ended December 31, 2015. As of December 31, 2015, each non-employee director had the following number of stock options outstanding: Mr. Goodwin, 56,254; Mr. Jones, 6,254; Ms. Lind, 5,000; Dr. Mudge, 5,000; Mr. Owens, 0; Ms. Reichelderfer, 9,226; and Mr. Workman, 5,000. For information on the assumptions used to calculate the value of the stock option awards, refer to Note 11 — Stock-Based Compensation to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, as filed with the SEC on February 29, 2016.

(4)

Mr. Goodwin’s fees in the first column are comprised of an annual retainer of $87,500, Committee membership fees of $12,000 and meeting fees of $15,000. Effective January 1, 2016, Mr. Goodwin was elected Lead Independent Director. In that capacity, he will receive an annual retainer of $87,500, Committee membership fees of $6,000, and meeting fees of $1,500 for each meeting attended in person and $500 for each meeting attended by telephone.

(1)	Directors are also reimbursed for their out-of-pocket expenses relating to attendance at Board and Committee meetings.

(2)	The Chairman is also eligible to receive a per diem fee for other time spent on Company business (up to a maximum of $150,000 per year). Mr. Goodwin elected not to receive any per diem fees for the additional time he spent on Company matters during fiscal year 2015.

(3)	Effective January 1, 2016, the Chairman of the Board is no longer a non-employee director. Mr. Martin, as Executive Chairman, will not receive cash compensation for his service on the Board. Our Lead Independent Director, Mr. Goodwin, will receive an annual retainer fee of $87,500, the same Board meeting attendance fee as other directors, and will not receive per diem fees.

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•	Dennis J. Martin, Executive Chairman (former President and CEO);

•	Jennifer L. Sherman, President and CEO (former COO);

•	Brian S. Cooper, Senior Vice President and CFO;

•	Julie A. Cook, Vice President, Human Resources; and

•	Michael W. Higgins, Vice President and General Manager, Elgin Sweeper Company.

•	Operating income improved by $14.5 million, or 16%, to $103.2 million, from $88.7 million in 2014.

•	Operating margin improved to 13.4%, from 11.4% in 2014.

•	Adjusted diluted earnings per share from continuing operations** increased by 16%, to $1.02 per share, from $0.88 per share in 2014.

•	Cash flow from continuing operations increased to $91.1 million, up 12% compared to 2014.

•	Cash and cash equivalents exceeded total debt by $31.9 million, compared to a net debt balance of $26.1 million at December 31, 2014. As a result, we reduced our interest expense by 36% to $2.3 million, down from $3.6 million in 2014.

•	We paid dividends totaling $15.6 million in 2015, compared to $5.6 million in 2014.

•	We repurchased approximately 725,000 shares in 2015 for a total of $10.6 million. The remaining aggregate authorization under our repurchase programs was $69.1 million at year end, representing approximately 8% of our market capitalization.

•	Our debt leverage remains low, at 0.4 times adjusted EBITDA.**

•	We continued our focus on return on invested capital (“ROIC”) in 2015 and we continue to use ROIC as a performance metric in our long-term incentive compensation programs. This increased focus contributed to a significant year-over-year improvement in ROIC, which we define as net operating profit after taxes divided by average invested capital.

•	In January 2016, we completed the sale of our Bronto Skylift business, initially receiving proceeds of approximately $83 million, with the remaining purchase price of approximately $4 million expected to be paid, along with the payment of the working capital and net debt adjustments, by the end of the second quarter of 2016.

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•	In January 2016, we executed a new five-year $325 million revolving credit facility to replace our existing $225 million credit facility.

•	In January 2016, we completed the acquisition of Westech Vac Systems, Ltd., a Canadian manufacturer of high-quality, rugged vacuum trucks, for an initial purchase price of C$8 million (approximately U.S. $5.8 million), subject to certain working capital adjustments.

•

In February 2016, we entered into a definitive agreement to acquire substantially all of the Canadian and U.S. assets and operations of Joe Johnson Equipment for initial consideration of C$108 million (approximately U.S. $79 million), subject to certain post-closing adjustments, a deferred payment of approximately C$8 million, and a contingent earn-out payment of up to C$10 million. The transaction is expected to close by the end of the second quarter of 2016.

**	As these are non-GAAP measures, we have included a reconciliation to the most directly comparable GAAP measures in Appendix A.

•

In February 2015, the Committee extended the performance period for long-term equity incentive awards from two to three years and retained the 2014 performance metrics of earnings per share (weighted at 75%) and ROIC (weighted at 25%). The elongated performance period is designed to better align executives’ and stockholders’ long-term interests. It is also consistent with market practice. The Committee anticipates retaining a three-year performance period and utilizing the same performance metrics for the 2016 long-term equity incentive awards.

•

No changes were made to the mix of long-term equity incentive awards in fiscal year 2015. We split our Section 16 Officers’ annual equity grants equally between stock options (which have value only if our stock price rises) and performance share units (which are earned only if the Company achieves performance metric targets). This design is intended to closely align the long-term interests of our executives and stockholders. The Committee does not anticipate changing the mix of annual long-term equity incentives awards in fiscal year 2016.

•	With respect to our STIP, in 2015, performance metrics were based on earnings (weighted at 50%), primary working capital (weighted at 20%) and individual objectives (weighted at 30%).

•	In March 2015, the Committee adopted the Federal Signal Corporation 2015 Executive Incentive Compensation Plan (the “2015 Plan”). Stockholders approved the plan at the 2015 Annual Meeting in April 2015. The 2015 Plan replaced the 2005 Executive Incentive Compensation Plan (2010 Restatement) and the Executive Incentive Performance Plan, as Amended and Restated.

•	In March 2016, the Committee adopted the Federal Signal Corporation Short Term Incentive Bonus Plan (“2016 STIP”) as a sub-plan under the 2015 Plan. The 2016 STIP establishes the framework and terms

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•	In March 2016, the Committee modified the performance metrics used in the STIP to be based on earnings (weighted at 70%) and individual objectives (weighted at 30%) in order to better align with the Company’s short-term focus, goals and initiatives.

•	Executive compensation must be linked to the achievement of strategic, financial and operational goals that successfully drive growth in stockholder value;

•	Total targeted compensation must be competitive to attract, motivate and retain experienced executives during all business cycles with leadership abilities and talent necessary for the Company’s short-term and long-term success, profitability and growth, while taking into account Company performance and external market factors;

•	The portion of compensation that is variable based on performance and therefore at-risk should increase with officer level and responsibility;

•	Executive awards should differ based on actual performance to ensure alignment with stockholder value (actual pay can be above or below target pay); and

•	Equity ownership and holding requirements align the interests of executives and directors with the interests of stockholders and help build long-term value.

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•	Establishes our compensation philosophy, sets broad compensation objectives, and evaluates compensation to ensure that it complies with and promotes our compensation philosophy and objectives;

•	Determines the various elements of our executive compensation, including base salary, annual cash incentives, long-term equity incentives, retirement, health and welfare benefits and perquisites;

•	Establishes performance goals for our Executive Chairman and our President and CEO and oversees the establishment of performance goals for the other executive officers and for each business unit;

•	Evaluates annually each executive officer’s performance in light of the goals established for the most recently completed year;

•	Establishes each executive officer’s annual compensation level based upon the individual’s performance, our financial results, the amount of compensation paid to comparable executive officers at comparable companies, the awards given to the individual in past years and our capacity to fund the compensation;

•	Reviews our CEO’s annual succession planning report and executive development recommendations for her direct reports;

•	Reviews benefit and compensation programs and plans to ensure incentive pay does not encourage unnecessary risk taking; and

•	Retains and oversees advisors it may engage periodically to assist in the performance of its role.

•	Base salary;

•	Annual cash incentives;

•	Long-term equity incentives;

•	Retirement, health and welfare benefits; and

•	Perquisites.

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(1)	In fiscal year 2015, Mr. Martin served as our President and CEO and Ms. Sherman served as our COO. Effective January 1, 2016, Mr. Martin transitioned to Executive Chairman and Ms. Sherman was promoted to President and CEO. The Company does not currently have a COO.

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(1)	Stock options are inherently at-risk and have value only if our stock price increases. These awards are not tied to a performance metric and vest ratably over a three-year period measured from the grant date.

(2)	If the Company does not achieve a threshold level of performance for each metric measured independently, the corresponding percentage award tied to that metric is forfeited, no units are earned and no shares are issued.

(3)

Effective fiscal year 2014, we adjusted the weighting placed on the EPS performance metric to 75% and added ROIC as a performance metric, weighted at 25%. The 2014 awards include an additional one-year vesting period measured from the end of the performance period. The same performance metric categories and weightings were retained in fiscal year 2015. The Committee anticipates utilizing the same performance metrics and weightings for the 2016 long-term equity incentive awards.

(4)

Effective fiscal year 2014, we increased the performance period from one to two years followed by a one-year vesting period. Effective fiscal year 2015, we further increased the performance period from two to three years and, subject to performance, vesting occurs at the end of the performance period. These modifications advance our compensation philosophy by further strengthening the linkage between the long-term interests of our executives and stockholders. The Committee anticipates retaining a three-year performance period for the 2016 long-term equity incentive awards.

(5)	For fiscal year 2013, the performance period was one year followed by an additional two-year vesting period ending December 31, 2015. The Company exceeded maximum performance and the performance share units were earned at 200%. Earned shares were issued to recipients who remained employed by the Company through December 31, 2015.

(6)	For fiscal year 2014, the performance period was two years followed by an additional one-year vesting period ending December 31, 2016. The Company exceeded maximum performance and the performance share units were earned at 200%. Earned shares will be issued to recipients who remain employed by the Company through December 31, 2016.

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(1)	Mr. Martin served as our President and CEO and Ms. Sherman served as our COO for fiscal year 2015. Effective January 1, 2016, Mr. Martin transitioned to Executive Chairman and Ms. Sherman was promoted to President and CEO. We do not currently have a COO.

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•	airline club memberships;

•	auto allowances; and

•	life insurance.

(1)	Mr. Higgins was not an NEO in fiscal year 2014.

(2)	Ms. Sherman received an increase of 10.6% in fiscal year 2015 in recognition of her 2014 promotion to COO.

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(3)	Salary adjustments for Mr. Martin and Ms. Sherman between 2015 and 2016 reflect their transition to roles of Executive Chairman and President and CEO, respectively, effective January 1, 2016.

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(1)

In recognition of their contributions and outstanding leadership in the continued execution of the Company’s business strategies and in the achievement of our strong 2015 financial performance, Mr. Martin and Ms. Sherman were each awarded two times their targets for individual performance, Mr. Cooper and Ms. Cook were each awarded one and one-half times their targets for individual performance and Mr. Higgins was awarded one and three-quarter times his target for individual performance.

•	Messrs. Martin, Cooper and Higgins and Mses. Sherman and Cook were granted options to purchase 122,551; 32,679; 5,990; 44,935; and 10,213 shares of our common stock, respectively, at an exercise price of $16.09 per share (the closing price of our stock on date of grant). The options vest in three equal annual installments on the first three anniversaries of the grant date.

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Messrs. Martin, Cooper and Higgins and Mses. Sherman and Cook were granted performance share units of 46,612; 12,430; 2,279; 17,091; and 3,884, respectively. Each performance share unit represents a right to receive up to two shares of our common stock based upon achieving certain performance targets during a three-year performance period ending December 31, 2017. The award is subject to vesting requirements that require each recipient to remain employed with us through the end of the performance period.

•	Mr. Higgins received a time-based restricted stock grant of 2,279 units. His restricted stock grant vests in full on the third anniversary of the grant date.

•	The total fees paid to Willis Towers Watson of $407,000 represented approximately 0.01% of Willis Towers Watson’s revenue for its 2015 fiscal year-end ($3.6 billion);

•	There is no overlap between the Willis Towers Watson team that provided services to the Committee and the Willis Towers Watson team that provided the additional services;

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•	No member of the Willis Towers Watson team receives additional compensation as a result of the provision of services to the Committee or with respect to the additional services;

•	Willis Towers Watson prohibits compensation consultants from owning stock in any companies it advises;

•	There are no business ventures or personal relationships between Willis Towers Watson and any member of the Committee; and

•	There is no affiliation between any member of Willis Towers Watson’s team and any member of our Board or any NEO.

•	Except as noted below, we will not enter into any employment agreement, severance agreement or change-in-control agreement that requires us to make or agree to make any tax gross-up payments to any NEO except for such payments provided pursuant to a relocation or expatriate tax equalization plan, policy or arrangement; and

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Unless approved by a vote of our stockholders entitled to vote in an election of directors, we will not enter into any compensation agreement with any NEO that provides for severance payments (excluding the value of any accelerated vesting of equity based awards) in an amount exceeding 2.99 times the sum of: (i) the NEO’s highest annual base salary for the year of termination (determined as an annualized amount) or either of the immediate two preceding years; plus (ii) either the NEO’s current target bonus or the highest annual bonus awarded to the NEO in any of the three years preceding the year in which the NEO’s termination of employment occurs (excluding the value of any accelerated vesting of equity based awards).

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(1)

The stock award values represent the aggregate grant date fair values computed in accordance with ASC 718. These figures reflect long-term equity incentive restricted stock awards and performance share units, discussed in the section titled “Compensation Discussion and Analysis — Elements of Executive Compensation” under the heading “Long-Term Equity Incentives.” Restricted stock awards granted in fiscal year 2015 were valued at the closing price of our Company’s stock on the grant date, resulting in a value of $16.09 for grants issued in 2015. Performance share units granted in fiscal years 2013, 2014 and 2015 were valued at the closing price of our Company’s stock on the grant dates, resulting in values of $8.40 and $9.03 for grants issued in 2013, $14.48 for grants issued in 2014 and $16.09 for grants issued in 2015. For fiscal year 2013, we achieved the EPS from continuing operations maximum and 200% of the target units were earned. The shares underlying the earned units vested on December 31, 2015. For fiscal year 2014, we adjusted the weighting of the EPS metric from 100% to 75%, added an ROIC performance metric weighted at 25% and expanded the performance period from one to two years. The Company achieved the maximum target levels under both metrics and 200% of the target units were earned on December 31, 2015. There is an additional one-year vesting period for these earned units. For fiscal year 2015, we retained the EPS metric weighted at 75% and ROIC metric weighted at 25% and further expanded the performance period from two to three years.

(2)

The option award values represent the grant date fair values computed in accordance with ASC 718. These amounts reflect long-term equity incentive stock option grants, discussed in further detail in the section titled “Compensation Discussion and Analysis — Elements of Executive Compensation” under the heading “Long-Term Equity Incentives.” The Black-Scholes model is used to estimate the fair value of stock options, resulting in an estimated value of $6.12 for options granted on April 10, 2015; $7.19 for options granted on May 5, 2014; $4.87 for options granted on May 28, 2013; and $4.50 for options granted on May 9, 2013. For information on the assumptions used to calculate the value of the stock option awards, refer to Note 11 — Stock-Based Compensation to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, as filed with the SEC on February 29, 2016.

(3)	Reflects cash payments under the STIP. For a description of this program, see the section titled “Compensation Discussion and Analysis — Elements of Executive Compensation” under the heading “Annual Cash Incentive Payments.”

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(4)

Reflects the actuarial increase in the present value of the NEOs’ benefits under all pension plans, including our supplemental pension plans, determined using interest rate and mortality rate assumptions consistent with those used in our financial statements, and includes amounts which the NEO may not currently be entitled to receive because such amounts are not vested. The present value of the benefits for the eligible NEO decreased by $10,441 in 2015. Decreases are recorded as $0 in the Summary Compensation Table. Earnings on deferred compensation are not reflected in this column because the return on earnings is calculated in the same manner and at the same rate as earnings on externally managed investments of salaried employees participating in the tax-qualified 401(k) savings plan, and dividends on our common stock are paid at the same rate as dividends paid to stockholders.

(5)	All other compensation in fiscal year 2015 includes the following aggregate perquisites and other items.

(a)	For Mr. Cooper, includes a make-whole contribution of $17,977, representing the correction of an administrative error. The amount was funded in February 2015 and included 50% of the omitted employee contribution, 100% of the associated match and 100% of lost interest.

(b)	For Mr. Martin, includes $450 for membership in the United Airlines United Club and $1,441 for life insurance premium payments. For Ms. Sherman, includes $550 for membership in the United Airlines United Club and $770 for life insurance premium payments. For Messrs. Cooper and Higgins and Ms. Cook, amounts stated are for life insurance premium payments.

(1)	See the section titled “Compensation Discussion and Analysis — Elements of Executive Compensation” under the heading “Annual Cash Incentive Payments.”

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(2)

These columns include information regarding performance share units. The “Threshold” column represents the minimum amount payable when threshold performance is met (50% of performance share units granted would be earned). If performance is below the threshold performance, no units are earned. The “Target” column represents the amount payable if actual performance is equal to target (100% of performance share units granted would be earned). The “Maximum” column represents the full payout potential under the plan if actual performance is equal to or greater than maximum (200% of performance share units granted would be earned). Shares of Company stock are awarded, if any, as a percentage of the pre-determined target shares for that executive officer ranging from 0% to 200% as determined by the performance against the applicable metrics. For fiscal year 2015, the performance metric was EPS from continuing operations weighted at 75% and ROIC weighted at 25%. The performance period was expanded from two to three years. The performance period ends on December 31, 2017.

(3)	Mr. Higgins’ award was comprised of performance share units, non-qualified stock options, and time-based restricted stock.

(4)

The grant date fair values are calculated based upon ASC 718. The fair value of performance share units was set at the closing price of our Company’s common stock on the grant date, resulting in an estimated fair value of $16.09 for units granted on April 10, 2015. The Black-Scholes model is used to estimate the fair value of stock options, resulting in an estimated value of $6.12 on April 10, 2015.

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(1)	Stock options vest ratably over three years from the grant date.

(2)	Prior to fiscal year 2007, the exercise price for each option grant was the lowest sale price of our common stock on the grant date. Beginning in fiscal year 2008 and to date, we use the closing price for our common stock, as reported by the NYSE, on the grant date.

(3)	Restricted stock in this column granted to Mr. Higgins in May 2013, May 2014 and April 2015 vests in full on the third anniversary of the grant date.

(4)	The performance share units in this column granted on May 5, 2014 were earned at 200% on December 31, 2015. The underlying shares will be issued subject to an additional one-year vesting period that ends on December 31, 2016.

(5)	The performance share units granted on April 10, 2015 are earned only if the threshold is met during a three-year performance period ending on December 31, 2017. Any earned shares vest at the end of the performance period.

(6)	Based on the closing price of $15.85 per share on December 31, 2015.

(1)	None of our NEOs exercised stock options during fiscal year 2015.

(2)

These columns relate to shares that vested in fiscal year 2015 pursuant to performance share unit awards granted in fiscal year 2013 and restricted stock awards granted in fiscal year 2012. In regard to the performance share unit awards, we achieved EPS from continuing operations at the maximum level and 200% of the target units were earned. The value realized on vesting includes the impact of an 88.7% increase in share price between May 9, 2013 and December 31, 2015.

(1)

This qualified retirement plan, which has been frozen since 2006, provides defined payment retirement benefits for certain salaried and hourly employees, including executive officers. Contributions were made on an actuarial group basis and no specific contribution was set aside for any individual participant. The approximate annual pension benefit set forth in the table is based on years of service and compensation, and reflects dollar limitations under the Internal Revenue Code, which limits the annual benefits which may be paid from a tax-qualified retirement plan.

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(1)	Amounts are included in the “Salary” column of the Summary Compensation Table.

(2)	Amounts are included in the “All Other Compensation” column of the Summary Compensation Table.

(3)	Aggregate earnings under the plan are not above-market and neither earnings nor losses are included in the Summary Compensation Table.

(4)	Includes the following amounts that were deferred during fiscal years 2014 and 2013, respectively, under the Savings Restoration Plan: Mr. Martin, $143,323 and $128,475; Ms. Sherman, $47,422 and $47,322; Mr. Cooper, $0 and $0; Ms. Cook, $86,232 and $29,573. Mr. Higgins was not an NEO in fiscal years 2014 or 2013.

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•	Execution of a general release;

•	Non-disclosure of confidential information to a third-party;

•	Non-competition with our Company for 12 months; and

•	Non-solicitation of employees for 12 months.

•	Cash payments equal to the sum of the executive officer’s base salary and current annual bonus target for Tier I executives; cash payments equal to 75% of the executive officer’s base salary and current annual bonus target for Tier II executives; or cash payments equal to 50% of the executive officer’s base salary and current annual bonus target for Tier III executives;

•	Payment of a percentage of targeted annual incentive bonus based on the number of days worked in the current year;

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For Tier I, II, and III executives, continuation of health and welfare benefits for up to 12, 9, or 6 months, respectively, following termination at the same premium cost and at the same coverage level to the executive as in effect for active employees (with the value of medical coverage treated as taxable income to the executive to the extent necessary to comply with Section 409A of the Internal Revenue Code);

•	Right to exercise vested options within three months from date of termination (unvested options, performance share units, restricted stock awards and restricted stock units are forfeited); and

•	Vested amounts under our Retirement Savings Plan and Savings Restoration Plan.

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•	The right to exercise vested options to the earlier of the expiration date or five years from date of termination; and

•	Vesting of unvested equity awards.

•	Accrued and unpaid base salary through the date of termination of employment;

•	Immediate vesting of all outstanding and unvested stock options which may be exercised for one year from the date of termination of employment;

•	Immediate vesting or lapse of restrictions on all restricted stock and restricted stock units, as applicable;

•	Immediate vesting of performance share units, with performance shares distributed at the end of the performance period based on the greater of actual or target performance and pro-rated through the date of termination of employment;

•	Pro-rata payment of STIP at target for the current performance period; and

•	Payment of vested amounts under our Retirement Savings Plan and Savings Restoration Plan.

•	Payment of any accrued and unpaid salary through the date of termination and prorated annual cash incentive bonus target;

•	A lump-sum cash payment up to two times the sum of the executive’s annual base salary and current annual target bonus opportunity established under the annual bonus plan in which the executive participates;

•	A lump-sum cash payment up to one times the sum of the executive’s annual base salary and annual cash incentive bonus target as further consideration for an 18-month non-compete covenant;

•	Immediate vesting and lapse of restrictions on all equity-based long-term incentives;

•	Immediate vesting and cash-out of all outstanding cash-based long-term incentive awards, if any; and

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Continuation of medical insurance coverage for up to 36 months following termination at the same premium cost and at the same coverage level to the executive as in effect for active employees (with the value of medical coverage treated as taxable income to the executive to the extent necessary to comply with Section 409A of the Internal Revenue Code) and continuation of other health and welfare benefits for up to 12 months at the same premium cost and at the same coverage level available to active employees to the extent not duplicative.

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•	Acquisition by any one person or group of beneficial ownership of 40% or more of the combined voting power of our Company’s then outstanding securities;

•	Replacement of the majority of the directors during any period of 24 consecutive months;

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Consummation of a merger or consolidation of our Company with another corporation, other than: (i) a merger or consolidation in which the combined voting securities of our Company immediately prior to such merger or consolidation continue to represent more than 60% of the combined voting power of the voting securities of our Company or the surviving entity outstanding immediately after such merger or consolidation; or (ii) a merger or consolidation effected to implement a recapitalization of our Company or similar transaction in which no person or group acquires more than 40% of the combined voting power of our Company’s then outstanding securities;

•	Approval by our stockholders of a plan or an agreement for the sale or disposition of all or substantially all of our Company’s assets; or

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Any other transaction that our Board designates as being a Change-in-Control. The Board modified the Change-in-Control Policy and the form of Executive Change-in-Control Severance Agreement to remove, after March 2010, Board discretion on designating transactions as a Change-in-Control. This modified policy is included in the Executive Change-in-Control Severance Agreements executed by Messrs. Martin, Cooper and Higgins and Ms. Cook.

•	We assumed the executive was in their role as of December 31, 2015. Specifically, the tables present the potential post-employment payments to Mr. Martin and Ms. Sherman in their capacities on December 31, 2015 -- i.e., President and CEO and COO, respectively.

•	We assumed the executive’s termination date was December 31, 2015;

•	When applicable, we used the closing price of our common stock on December 31, 2015, which was $15.85; and

•	When applicable, we assumed the executives were subject to a 39.6% federal tax rate, 3.75% state tax rate, 1.45% Medicare tax rate and an additional 0.9% Medicare tax.

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(1)

The table above reflects Mr. Martin’s compensation under various scenarios as President and CEO as of December 31, 2015. Mr. Martin was named Executive Chairman effective January 1, 2016. Under a Change-in-Control and Termination without Cause or for Good Reason scenario, Mr. Martin’s severance compensation is capped at 2.99 times the sum of his base salary and his bonus at target. As Executive Chairman, the total amount payable to Mr. Martin under an Involuntary Termination Without Cause or Voluntary Termination for Good Reason would be reduced by $0.6 million. As Executive Chairman, the total amount payable to Mr. Martin under a Change-in-Control and Termination Without Cause or for Good Reason would be reduced by $1.4 million.

(1)

The table above reflects Ms. Sherman’s compensation under various scenarios as COO as of December 31, 2015. Ms. Sherman was appointed President and CEO effective January 1, 2016. As CEO, the total amount payable to Ms. Sherman under an Involuntary Termination Without Cause or Voluntary Termination for Good Reason would increase by $0.9 million. As President and CEO, the total amount payable to Ms. Sherman under a Change-in-Control and Termination Without Cause or for Good Reason would increase by $3.2 million.

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(1)	Mr. Cooper’s severance compensation under a Change-in-Control and Termination Without Cause or for Good Reason scenario is capped at 2.99 times the sum of his base salary and his bonus at target.

(1)	Ms. Cook’s severance compensation under a Change-in-Control and Termination Without Cause or for Good Reason scenario is capped at 2.99 times the sum of her base salary and her bonus at target.

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(1)	Mr. Higgins’ severance compensation under a Change-in-Control and Termination Without Cause or for Good Reason scenario is capped at 2.0 times the sum of his base salary and his bonus at target.

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(1)

These are fees for professional services for: (i) the audit of our annual financial statements and review of financial statements included in our Form 10-Q filings, and services that are normally provided in connection with statutory and regulatory filings or engagements; and (ii) the audit of internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002.

(2)	These are fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements.

(3)	These are fees for professional services with respect to tax compliance, advice and planning. Fees incurred principally relate to review of tax returns, preparation of tax returns or supporting documentation and consultation with regard to various tax planning issues.

(4)	No fees were paid for miscellaneous other services that fall outside the other categories above this row.

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•

Our long-term incentive program is designed to align each executive’s goals with the intermediate and long-term goals of our stockholders through the grant of stock options to purchase shares of our common stock, restricted stock awards and performance share units. We did not grant restricted stock awards to Section 16 Officers in fiscal year 2015 and limited long-term incentive awards to stock options (which are inherently at-risk) and performance share units. All annual equity awards granted to our Section 16 Officers in fiscal year 2015 will only have value if our performance goals are achieved and/or our stock price appreciates.

•	On an enterprise level, in 2015, we exceeded our earnings performance metric target but did not meet the threshold primary working capital target under the STIP. As a result, consistent with our pay-for-

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•	Our Compensation and Benefits Committee has taken a conservative approach with regard to base salaries. Base salaries of our NEOs are targeted at or below the 50th percentile of competitive market data.

•	We believe our pay practices are favorable to stockholders. For example:

•	Our 2015 Plan does not use liberal share counting;

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Over the years, we have limited the perquisites available to our executive officers in a manner that we believe is friendly to stockholders. For example, since 2009, we have prohibited any tax gross-up payments, except for such payments provided pursuant to a relocation or expatriate tax equalization plan, policy or arrangement. Only one of our NEOs is entitled to tax gross-up payments based on a grandfathered agreement;

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Unless approved by our stockholders, since 2009, we have limited severance payments for NEOs to an amount not exceeding 2.99 times the sum of: (i) the NEO’s highest annual base salary for the year of termination or either of the immediate two preceding years and (ii) either the NEO’s current target bonus, or the highest annual bonus awarded to the NEO in any of the three years preceding the year of termination;

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Payments under the STIP are subject to a “clawback” policy under which the Company will require, to the extent practicable upon the occurrence of specified events, a Section 16 Officer to repay a portion of his or her performance bonus payment plus a reasonable rate of interest. The clawback policy is triggered by: (i) an accounting restatement or a determination by our Board that the performance results were materially inaccurate; and (ii) a determination that the amount of such performance-based bonus payment would have been less than the amount previously paid to such Section 16 Officer, taking into account the restated financial results or otherwise corrected performance results; and

•

Under the Company’s Executive General Severance Plan, we have limited certain benefits, prevented the payment of duplicative benefits, limited the elements of a termination with “Cause” (which results in ineligibility for benefits), reduced the ability of the executive to terminate for “Good Reason,” increased the Company’s flexibility to complete corporate transactions without triggering severance obligations, limited the group of employees eligible to participate and implemented a one-year service requirement for eligibility (with certain limited grandfathering exceptions).

•

Our Section 16 Officers, selected key management personnel and other corporate officers are required to own substantial holdings of our common stock while employed by us. Individual stock ownership targets are based on a multiple of between one and five times the executive’s base salary. Mr. Martin, our Executive Chairman, owns stock valued at more than five times his base salary and exceeds his stock ownership requirement. Likewise, Ms. Sherman, our CEO, exceeds her stock ownership requirement with stock holdings in our Company valued at more than five times her base salary. Mr. Higgins, Vice President and General Manager, Elgin Sweeper Company, also exceeds his stock ownership target. Until the target ownership is met, our executive officers’ ability to sell shares of our common stock is limited. In addition, after achieving the ownership target, each executive officer is required to hold 50% of the net shares received from exercised options or vested shares of common stock (over and above the target ownership level) for at least two years from the date of exercise or vesting.

•	The Compensation and Benefits Committee is advised by an independent compensation consultant who keeps the Committee apprised of developments and best practices.

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(1)	All of our equity compensation plans have been approved by our stockholders.

(2)	No additional awards were available for grant under this plan after April 28, 2015.

(3)	“Full value” awards, which include restricted stock awards and performance share units, count as 2.05 shares against the remaining available shares for future issuance under this plan.

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(1)

Adjusted income tax expense for the year ended December 31, 2015 excludes a $1.4 million net benefit from special tax items, comprising of a $4.2 million net tax benefit associated with tax planning strategies, offset by a $2.4 million adjustment of deferred tax assets and $0.4 million of expense associated with a change in the enacted tax rate in the U.K. Adjusted income tax expense for the year ended December 31, 2015 also excludes the tax effects of restructuring charges.

(2)	Adjusted income tax expense for the year ended December 31, 2014 excludes the benefit of two special tax items: $3.5 million for the release of valuation allowance against foreign deferred tax assets and $0.4 million associated with a change in the Spanish income tax rate.

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