FORM DEFA14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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Filed by the Registrant þ |
Filed by a Party other than the Registrant o |
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Check the appropriate box: |
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
FEDERAL SIGNAL CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box): |
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and
state how it was determined): |
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Check box if any part of the fee is offset as provided by Exchange Act Rule
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previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing. |
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News From
REGENCY TOWERS, 1415 W. 22ND ST., OAK BROOK, ILLINOIS 60523
FOR IMMEDIATE RELEASE
WARREN KANDERS WITHDRAWS SLATE OF DIRECTOR NOMINEES
OAK BROOK, Ill., April 24, 2009 Federal Signal Corporation (NYSE: FSS), a leader in advancing
security and well-being, today announced that Warren Kanders has notified the Company that he is
withdrawing his slate of nominees for election to Federal Signals Board of Directors at the 2009
Annual Meeting of Stockholders.
The
Company issued the following statement:
With the withdrawal of Warren Kanders slate of nominees, we look forward to focusing
on the continued execution of our strategy to deliver consistent, profitable
growth, enhance earnings and cash flow, and create value for all Federal Signal
stockholders.
We greatly appreciate the strong support of our stockholders and their confidence in the
Boards nominees throughout this process. We are also gratified to have earned the support
of three of the nations leading independent proxy advisory firms RiskMetrics Group/ISS
Governance Services, Glass Lewis & Co. and PROXY Governance each of which recommended
that Federal Signal stockholders vote for all three of the Companys director nominees
Jim Goodwin, Joe Wright and Bill Osborne on the WHITE proxy card.
These three proxy advisory firms share our long-held belief that Federal Signal has the
right plan and the right Board and management team in place to lead the Company and create
stockholder value.
Federal Signals 2009 Annual Meeting of Stockholders will be held on April 29, 2009 at 8:30 a.m.,
local time, at the Elgin Sweeper Company, 1300 West Bartlett Road, Elgin, Illinois 60120.
To insure that shares of all Federal Signal stockholders are represented at the Annual Meeting, the
Company urges stockholders to vote their shares on the WHITE proxy card today. Federal Signal
stockholders with questions about the last-minute voting of shares should contact the Companys
proxy solicitor, Innisfree M&A Incorporated, toll-free at 877-800-5186.
About Federal Signal
Federal Signal Corporation (NYSE: FSS) enhances the safety, security and well-being of communities
and workplaces around the world. Founded in 1901, Federal Signal is a leading global designer and
manufacturer of products and total solutions that serve municipal,
governmental, industrial and institutional customers. Headquartered in Oak Brook, Ill., with
manufacturing facilities worldwide, the Company operates three groups: Safety and Security Systems,
Environmental Solutions and Fire Rescue. For more information on Federal Signal, visit:
http://www.federalsignal.com.
Forward-Looking Language
This news release may contain words such as may, will, believe, expect, anticipate,
intend, plan, project, estimate and objective or the negative thereof or similar
terminology concerning Federal Signals future financial performance, business strategy, plans,
goals and objectives. These expressions are intended to identify forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements
include information concerning Federal Signals possible or assumed future performance or results
of operations and are not guarantees. While these statements are based on assumptions and judgments
that management has made in light of industry experience as well as perceptions of historical
trends, current conditions, expected future developments and other factors believed to be
appropriate under the circumstances, they are subject to risks, uncertainties and other factors
that may cause Federal Signals actual results, performance or achievements to be materially
different from those stated. Such risks and uncertainties include but are not limited to: economic
conditions in various regions, product and price competition, supplier and raw material prices,
foreign currency exchange rate changes, interest rate changes, increased legal expenses and
litigation results, legal and regulatory developments and other risks and uncertainties described
in filings with the Securities and Exchange Commission (SEC).
Important Information
In connection with the solicitation of proxies, on March 30, 2009, Federal Signal filed with the
SEC and, on March 31, 2009, mailed to stockholders a definitive proxy statement and a WHITE proxy
card for its 2009 Annual Meeting of Stockholders. Stockholders may obtain Federal Signals proxy
statement, a WHITE proxy card and any amendments or supplements and other documents for free by
contacting Innisfree M&A Incorporated toll-free at (877) 800-5186.
Contacts:
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William G. Barker III
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Matthew Sherman / Tim Lynch |
Senior Vice President & Chief Financial Officer
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Joele Frank, Wilkinson Brimmer Katcher |
Federal Signal Corporation
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212-355-4449 |
630-954-2000
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msherman@joelefrank.com / |
wbarker@federalsignal.com
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tlynch@joelefrank.com |
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