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•	To elect eight 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 2018; 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)

All nominees are current directors. Paul W. Jones is currently a director, the Chair of our Nominating and Governance Committee and a member of the Compensation and Benefits Committee. Mr. Jones is not running for re-election when his term expires at the Annual Meeting on May 1, 2018. Accordingly, the Board approved its reconstitution from nine to eight directors to be effective at the Annual Meeting. Mr. Jones’ successor as Chair of our Nominating and Governance Committee will be appointed on or before May 1, 2018 in accordance with our by-laws.

(2)	Each director attended at least 75% of the aggregate of all fiscal year 2017 meetings of the Board and each Committee on which he or she served.

•	Creating disciplined growth;

•	Improving manufacturing efficiencies and costs;

•	Leveraging invested capital; and

•	Diversifying our customer base.

•	On June 2, 2017, we completed the acquisition of all the outstanding shares of capital stock of GenNx/TBEI Intermediate Co., a Delaware corporation (collectively with its subsidiaries, “TBEI”). TBEI is a leading U.S. manufacturer of dump truck bodies and trailers serving maintenance and infrastructure end-markets.

•	The combination of TBEI with the businesses in our Environmental Solutions Group, creates a single platform providing municipal and industrial customers with a complete suite of maintenance and infrastructure equipment and supporting solutions. This platform will expand our leadership position in these markets and will provide a springboard for future organic growth and mergers and acquisitions.

•	The TBEI acquisition also diversifies our current end markets through an expanded focus on infrastructure, construction, waste, rendering and other industrial end markets.

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•	The acquisition of TBEI is expected to accelerate our goal of profitably growing our revenues in excess of $1 billion by 2020.

•	We have continued to focus on new product development and are encouraged that these efforts will provide additional opportunities to further diversify our customer base. In particular, we are pleased with the market reaction to our new hydro-excavator vehicle designed for utility markets.

•	“80/20” efficiency initiatives remain a critical part of our culture and we continue to focus on reducing product costs and improving manufacturing efficiencies across all our businesses.

•	With $73.5 million of cash being generated from continuing operations during 2017, we have been able to pay down $34 million of debt since the completion of the TBEI acquisition in June 2017 and return $16.8 million to stockholders in the form of cash dividends.

•	With our strong balance sheet and positive operating cash flow, we are well positioned to invest in internal growth initiatives, pursue strategic acquisitions and consider ways to return value to stockholders.

•	Net sales for the year ended December 31, 2017 increased by $190.6 million, or 27%, to $898.5 million, with organic sales growth of approximately 4%.

•	Operating income for the year ended December 31, 2017 increased by $9.4 million, or 16%, to $67.1 million.

•	Adjusted EBITDA* for the year ended December 31, 2017 was $113.1 million, up $29.6 million, or 35%, and our adjusted EBITDA margin* for the year ended December 31, 2017 was 12.6%, within our target range, and up from 11.8% in 2016.

•	Income from continuing operations for the year ended December 31, 2017 was $60.5 million, up $21.1 million, or 54%, from $39.4 million in the prior year. This equated to earnings per share of $1.00, up 56% from $0.64 per share last year.

•	On an adjusted basis*, we reported full-year earnings of $0.85 per share in 2017, which is up $0.16 per share, or 23%, compared to $0.69 per share last year.

•	Cash flow from continuing operating activities for the year ended December 31, 2017 was $73.5 million, an increase of $46.8 million, or 175%.

•	Total orders for the year ended December 31, 2017 were $1,018.0 million, an increase of $343.6 million, or 51%.

•	Our consolidated backlog at December 31, 2017 was $257.5 million, up $120.5 million, or 88%, from $137.0 million at December 31, 2016.

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(1)

For 2017, long-term equity incentive awards granted to executives in connection with the annual grant were split between PSUs (50%), non-qualified stock options (25%), and time-based restricted stock (25%). Our Compensation and Benefits Committee maintains the discretion and flexibility to grant additional equity-based incentives on a case-by-case basis, in accordance with our compensation philosophy. During 2017, additional grants of cash incentives, time-based restricted stock and PSUs were awarded to certain NEOs in connection with a mid-year promotion, or concurrent with an acquisition.

(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 eight 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 2018; 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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•	The approval, on an advisory basis, of the compensation of our NEOs (Proposal 2); and

•	The ratification of Deloitte & Touche LLP as our independent registered public accounting firm (Proposal 3).

•	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 60,002,274 shares of common stock issued and outstanding as of March 5, 2018.

(2)	Based solely on a Schedule 13G (Amendment No. 10) filed with the Securities and Exchange Commission (“SEC”) on January 19, 2018, in which BlackRock, Inc. reported that, as of December 31, 2017, it had sole voting power over 7,405,292 shares and sole dispositive power over 7,530,909 shares.

(3)

Based solely on a Schedule 13G (Amendment No. 5) filed with the SEC on February 9, 2018, in which Dimensional Fund Advisors LP reported that, as of December 31, 2017 it had sole voting power over 4,615,493 shares and sole dispositive power over 4,820,912 shares in its capacity as an investment adviser registered under the Investment Advisors Act of 1940 to four investment companies and as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts. Dimensional Fund Advisors LP disclaims beneficial ownership of these shares.

(4)	Based solely on a Schedule 13G filed with the SEC on February 8, 2018, in which The Vanguard Group reported that, as of December 31, 2017, it had sole voting power over 78,016 shares, shared voting power over 11,519 shares, sole dispositive power over 3,232,348 shares, and shared dispositive power over 84,035 shares.

(5)	Based solely on a Schedule 13G filed with the SEC on February 13, 2018, in which Barrow, Henley, Mewhinney & Strauss, LLC reported that, as of December 31, 2017, it had sole voting power over 2,014,350 shares, shared voting power over 1,117,800 shares, and sole dispositive power over 3,132,150 shares.

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(1)	All of our current 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 5, 2018 as follows: Mr. DuPré, 53,992; Mr. Hudson, 23,890; Ms. Lind, 5,000; Mr. Dennis Martin, 887,880; Mr. Miceli, 27,777; Dr. Mudge, 5,000; Ms. Sherman, 352,502; and Mr. Workman, 5,000. All directors and executive officers as a group hold stock options exercisable within 60 days of March 5, 2018 with respect to 1,423,372 shares. Totals also include shares held in our 401(k) Plan as follows: Mr. Miceli, 8,892; and Ms. Sherman, 53,429.

(3)	Totals do not 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; Ms. Lind, 11,574; Mr. Dennis Martin, 6,657; Dr. Mudge, 28,909; and Mr. Owens, 15,418.

(4)	Based upon 60,002,274 shares of common stock issued and outstanding as of March 5, 2018 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 5, 2018. The use of “*” denotes percentages of less than 1%.

(5)	Mr. Cooper, CFO since May 2013, left the Company effective March 21, 2017.

(6)	The Company hired Mr. Fines as Vice President and General Manager, TBEI, upon its acquisition of TBEI on June 2, 2017.

(7)	Denotes non-employee director. Mr. Jones is not running for re-election to the Board of Directors in 2018.

(9)	Mr. David Martin joined the Company on April 10, 2017 and served as its Chief Operating Officer (“COO”) until his resignation, effective October 30, 2017.

(10)	The information contained in this row of the table is based upon information furnished to us by the named individuals above, our other Section 16 Officers, and from our records. Each director and officer claims sole voting and investment power with respect to the shares listed above.

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(1)	Mr. Jones is not running for re-election to the Board when his term expires at the Annual Meeting on May 1, 2018. Accordingly, the Board approved its reconstitution from nine to eight directors to be effective at the Annual Meeting and a new Chair of the Nominating and Governance Committee will be named on or before May 1, 2018.

(2)	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)

Each non-employee director is issued a stock award annually. The annual award is determined by dividing the grant date value of the equity award (i.e., in 2017, $90,000 in the case of our Chairman and Lead Independent Director and $75,000 for all other non-employee directors) 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 21, 2017, at a closing share price of $13.52: 6,657 deferred shares in the form of restricted stock units to Mr. Martin as Chairman; 6,657 shares of common stock to Mr. Goodwin as Lead Independent Director; and 5,548 shares of common stock to each of Messrs. Jones and Workman and Ms. Reichelderfer. Messrs. Mudge and Owens and Ms. Lind received 5,548 deferred shares in the form of restricted stock units. As of December 31, 2017, each non-employee director held the following aggregate number of shares: Mr. Martin, 335,138 shares, including 6,657 deferred shares held in the form of restricted

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(2)

No stock options were granted to any of the directors during the fiscal year ended December 31, 2017. As of December 31, 2017, each non-employee director had the following number of stock options outstanding: Mr. Martin, 1,006,364; Mr. Goodwin, 0; Mr. Jones, 0; Ms. Lind, 5,000; Dr. Mudge, 5,000; Mr. Owens, 0; Ms. Reichelderfer, 0; and Mr. Workman, 5,000. For information on the assumptions used to calculate the value of the stock option awards, refer to Note 13 — Stock-Based Compensation to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 as filed with the SEC on February 28, 2018.

(3)

Mr. Martin served as Chairman. In that capacity, he received an annual retainer of $90,000, meeting fees of $3,000 for each board meeting attended in person, $500 for each board meeting attended by telephone, and a per diem compensation of $2,500 for each day spent on Board-related work, up to a maximum of $150,000. His fees in the first column are comprised of an annual retainer of $90,000, board meeting fees of $15,500, and per diem compensation of $25,000.

(4)

Mr. Goodwin served as Lead Independent Director. In that capacity, he received an annual retainer of $87,500, Committee membership fees of $6,000 per Committee, and meeting fees of $1,500 for each board meeting attended in person and $500 for each board meeting attended by telephone. His fees in the first column are comprised of an annual retainer of $87,500, Committee membership fees of $12,000 and board meeting fees of $8,000.

(1)	In fiscal year 2017, as Chairman, Mr. Martin received a per diem fee of $2,500 per day for time spent on Company business, up to a maximum of $150,000 per year.

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

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•	Jennifer L. Sherman, President and CEO;

•	Ian A. Hudson, Senior Vice President and CFO;

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

•	Daniel A. DuPré, Vice President and General Counsel;

•	Robert E. Fines, Vice President and General Manager, TBEI;

•	David G. Martin, former COO; and

•	Samuel E. Miceli, former Senior Vice President, Environmental Solutions Group and current Vice President and General Manager - Vactor Manufacturing, Inc.

•	Creating disciplined growth;

•	Improving manufacturing efficiencies and costs;

•	Leveraging invested capital; and

•	Diversifying our customer base.

•	On June 2, 2017, we completed the acquisition of TBEI. TBEI is a leading U.S. manufacturer of dump truck bodies and trailers serving maintenance and infrastructure end-markets.

•	The combination of TBEI with the businesses in our Environmental Solutions Group, creates a single platform providing municipal and industrial customers with a complete suite of maintenance and infrastructure equipment and supporting solutions. This platform will expand our leadership position in these markets and will provide a springboard for future organic growth and mergers and acquisitions.

•	The TBEI acquisition also diversifies our current end markets through an expanded focus on infrastructure, construction, waste, rendering and other industrial end markets.

•	The acquisition of TBEI is expected to accelerate our goal of profitably growing our revenues in excess of $1 billion by 2020.

•	We have continued to focus on new product development and are encouraged that these efforts will provide additional opportunities to further diversify our customer base. In particular, we are pleased with the market reaction to our new hydro-excavator vehicle designed for utility markets.

•	“80/20” efficiency initiatives remain a critical part of our culture and we continue to focus on reducing product costs and improving manufacturing efficiencies across all our businesses.

•	With $73.5 million of cash being generated from continuing operations during 2017, we have been able to pay down $34 million of debt since the completion of the TBEI acquisition in June 2017 and return $16.8 million to stockholders in the form of cash dividends.

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•	With our strong balance sheet and positive operating cash flow, we are well positioned to invest in internal growth initiatives, pursue strategic acquisitions and consider ways to return value to stockholders.

•	Net sales for the year ended December 31, 2017 increased by $190.6 million, or 27%, to $898.5 million, with organic sales growth of approximately 4%.

•	Operating income for the year ended December 31, 2017 increased by $9.4 million, or 16%, to $67.1 million.

•	Adjusted EBITDA* for the year ended December 31, 2017 was $113.1 million, up $29.6 million, or 35%, and our adjusted EBITDA margin* for the year ended December 31, 2017 was 12.6%, within our target range, and up from 11.8% in 2016.

•	Income from continuing operations for the year ended December 31, 2017 was $60.5 million, up $21.1 million, or 54%, from $39.4 million in the prior year. This equated to earnings per share of $1.00, up 56% from $0.64 per share last year.

•	On an adjusted basis*, we reported full-year earnings of $0.85 per share in 2017, which is up $0.16 per share, or 23%, compared to $0.69 per share last year.

•	Cash flow from continuing operating activities for the year ended December 31, 2017 was $73.5 million, an increase of $46.8 million, or 175%.

•	Total orders for the year ended December 31, 2017 were $1,018.0 million, an increase of $343.6 million, or 51%.

•	Our consolidated backlog at December 31, 2017 was $257.5 million, up $120.5 million, or 88%, from $137.0 million at December 31, 2016.

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•	In March 2017, the Committee recommended that our stockholders approve annual say-on-pay voting. At the 2017 Annual Meeting, stockholders approved the Committee’s recommendation with approximately 76% of stockholders voting for one year.

•

In 2017, the Committee retained the 2016 performance metrics applicable to annual cash incentive awards made under the Federal Signal Corporation Short Term Incentive Bonus Plan (the “STIP”) to be based on earnings (weighted at 70%) and individual objectives (weighted at 30%) in order to maintain alignment of incentive pay with the Company’s short-term focus, goals, and initiatives. The Committee also lowered the level of STIP payout upon attainment of threshold level of performance from 50% of target payout to 33% of target payout.

•

For fiscal year 2018, the Committee decided to maintain the current structure whereby 70% of the STIP is based on financial performance, with the remaining 30% based on individual objectives. The Committee introduced EBITDA margin as a second financial metric, weighted at 15%. As a result, the 2018 STIP will comprise the following components: earnings (weighted at 55%), EBITDA margin (weighted at 15%), and individual objectives (weighted at 30%). The Committee believes that the additional financial metric will further incentivize executives to drive stockholder value.

•	In 2017, long-term equity incentive award grants consisted of the following: 50% PSUs, 25% stock options, and 25% restricted stock awards. Restricted stock awards cliff vest after three years. The equity mix aligns with market-based executive incentive compensation practices while maintaining alignment of incentive pay with the Company’s long-term focus, goals, and initiatives.

•	In setting targets for PSUs granted as part of the annual award in 2017, the Committee retained both a three-year performance period and the applicable performance metrics, i.e., earnings per share from continuing operations (weighted at 75%) and return on invested capital (weighted at 25%).

•	Following the acquisition of TBEI, the Committee modified the Company’s peer group to reflect the acquisition and market changes and to position the Company closer to median with respect to peer revenue and market capitalization.

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•	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 with the interests of stockholders and help build long-term value.

•	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 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 President and 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.

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•	Base salary;

•	Annual cash incentives;

•	Long-term equity incentives;

•	Retention bonuses;

•	Retirement, health and welfare benefits; and

•	Perquisites

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(1)	Mr. Cooper, CFO since May 2013, left the Company effective March 21, 2017.

(2)	Mr. Hudson was promoted to the position of Interim CFO effective March 21, 2017, and Senior Vice President and CFO effective October 24, 2017.

(3)	Mr. Martin joined the Company on April 10, 2017 and served as its COO until his resignation, effective October 30, 2017.

(4)	Mr. Miceli transitioned from the role of Senior Vice President, Environmental Solutions Group to the position of Vice President and General Manager - Vactor Manufacturing, Inc., effective January 15, 2018.

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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. The

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

(3)	Since 2015, we have utilized a three-year performance period for PSUs and vesting (if any) occurs at the end of the performance period. This structure advances our compensation philosophy by strengthening the link between the long-term interests of our executives and stockholders.

(4)	For PSUs granted in fiscal year 2015, the performance period was the three-year period ending on December 31, 2017. Actual results over the performance period did not meet the threshold level of performance; accordingly, no shares were earned or distributed.

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•	airline club memberships;

•	auto allowances; and

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•	life insurance.

(1)

In his prior capacity as Vice President and Corporate Controller, Mr. Hudson received a salary increase effective March 1, 2017, resulting in an annual base salary of $279,913. Effective March 21, 2017, Mr. Hudson was promoted to the position of Interim CFO, at which time his base salary was increased to $300,000. Effective October 24, 2017, Mr. Hudson was promoted to the position of Senior Vice President and CFO, at which time his base salary was increased to $320,000.

(2)	Mr. Cooper, CFO since May 2013, left the Company effective March 21, 2017.

(3)	The Company hired Mr. Fines as Vice President and General Manager, TBEI, upon the completion of its acquisition of TBEI on June 2, 2017.

(4)	Mr. Martin joined the Company on April 10, 2017 and served as its COO until his resignation, effective October 30, 2017.

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(1)	Mr. Hudson’s target bonus opportunity was pro-rated to reflect changes in position and compensation during 2017. Mr. Hudson’s target bonus opportunity was 40% of his base salary from January 1, 2017 to March 20, 2017. Effective with his promotion on March 21, 2017, his target annual bonus opportunity was increased to 60% of his base salary.

(2)	Mr. Cooper, CFO since May 2013, left the Company effective March 21, 2017. As such, no amounts were paid to Mr. Cooper under the STIP for 2017. Prior to his departure, Mr. Cooper’s target bonus opportunity was 60% of his base salary.

(3)

Mr. Fines was not eligible for STIP in 2017. In recognition of his contributions to the integration of TBEI in the fourth quarter of 2017, Mr. Fines was awarded a cash bonus of $7,500. In connection with the acquisition of TBEI, the Company also agreed to pay Mr. Fines a retention bonus in the amount of $250,000, less taxes and withholdings, should he remain employed with the Company through June 2, 2020.

(4)	Mr. Martin joined the Company on April 10, 2017 and served as its COO until his resignation, effective October 30, 2017. As such, no amounts were paid to Mr. Martin under the STIP for 2017. Prior to his departure, Mr. Martin’s target bonus opportunity was 60% of his base salary.

•	Ms. Sherman and Messrs. Hudson, DuPré, Martin, and Miceli were granted options to purchase 66,338; 8,389; 6,923; 13,004; and 7,342 shares of our common stock, respectively, at an exercise price of $17.02

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•

Ms. Sherman and Messrs. Hudson, DuPré, Martin, and Miceli were granted PSUs of 46,460; 5,876; 4,847; 9,107; and 5,141, respectively. Each PSU 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, 2019. Mr. Fines received 40,961 PSUs, representing 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 in 2020. These awards are subject to vesting requirements that require each recipient to remain employed through the end of the performance period, with the exception of the award to Mr. Fines which provides for pro-rata vesting based on actual performance in the event of his termination by the Company without “Cause” as defined in the award agreement.

•	Ms. Sherman and Messrs. Hudson, DuPré, Martin, and Miceli were granted restricted stock awards of 23,230; 6,435; 2,423; 14,835; and 2,570, respectively. The restricted stock awards cliff vest in full on the third anniversary of the grant date, subject to continued employment.

•	The total fees paid to WTW of $436,755 represented approximately 0.005% of its revenue for its 2017 fiscal year-end of $8.2 billion;

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

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

•	WTW prohibits compensation consultants from owning stock in any company it advises;

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

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

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•	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

•

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 PSUs, 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 2017 were valued at the closing price of our Company’s stock on the grant date, resulting in grant date values of $17.02 and $21.44. PSUs granted in fiscal years 2015, 2016 and 2017 were valued at the closing price of our Company’s stock on the grant dates, resulting in grant date values of $16.09 for grants issued in 2015, $12.66 for grants issued in 2016, and $17.02 and $18.31 for grants issued in 2017. The PSU awards granted in 2015, 2016 and 2017 each utilized an EPS metric weighted at 75% and an ROIC metric weighted at 25%, over a three-year performance period, with the exception of PSUs issued to Mr. Fines in 2017, which utilized a cumulative EBITDA metric over a three-year performance period. For PSUs granted in fiscal year 2015, the performance period was the three-year period ending on December 31, 2017. For these awards, actual results over the performance period did not meet the threshold level of performance and, therefore, no shares were earned or distributed.

(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 sections titled “Compensation Discussion and Analysis — Elements of Executive Compensation” under the heading “Long-Term Equity Incentives” and “Compensation Discussion and Analysis — Setting Actual Compensation for Our NEOs.” The Black-Scholes model is used to estimate the fair value of stock options, resulting in an estimated

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(3)

Reflects annual cash incentive payments. For a description of these incentive awards, see the section titled “Compensation Discussion and Analysis — Elements of Executive Compensation” under the heading “Annual Cash Incentives.” As detailed therein, Mr. Hudson’s annual cash incentive payment was pro-rated based on his promotion to Interim CFO effective March 21, 2017 and to Senior Vice President and CFO effective October 24, 2017.

(4)

Reflects the actuarial increase in the present value of NEO 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 Ms. Sherman and Mr. Miceli, the only NEOs that are participants in the Company’s pension plan, increased by $58,551 and $15,030, respectively, in 2017. 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 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.

(a)	Ms. Sherman’s annual auto allowance was increased to $13,800, effective January 1, 2016, upon her promotion to President and CEO. Included in Ms. Sherman’s auto allowance for 2017 is a retroactive adjustment of $2,400. Effective with his promotion on October 24, 2017, Mr. Hudson’s annual auto allowance was increased from $9,000 to $11,400.

(b)

For Ms. Sherman, includes $600 for membership in the United Airlines United Club and $1,119 for life insurance premium payments. For Mr. Fines, amounts shown include a benefits reimbursement payment of $3,676, for which he was previously eligible, and life insurance premium payments of $783. For Messrs. Hudson, DuPré, and Miceli, the amounts stated are for life insurance premium payments. The amounts for Mr. Cooper and Mr. Martin include life insurance premiums of $148 and $437, respectively, and other post-employment payments, which are discussed in more detail in the section titled “Other Payments to NEOs during 2017”.

(6)	Mr. Hudson was promoted to the position of Interim CFO effective March 21, 2017, and Senior Vice President and CFO effective October 24, 2017.

(7)	Mr. Cooper, CFO since May 2013, left the Company effective March 21, 2017.

(8)	The Company hired Mr. Fines as Vice President and General Manager, TBEI, upon its acquisition of TBEI on June 2, 2017. Mr. Fines was not eligible for STIP in 2017. In recognition of his contributions to the integration of TBEI in the fourth quarter of 2017, Mr. Fines was awarded a cash bonus of $7,500.

(9)	Mr. Martin joined the Company on April 10, 2017 and served as its COO until his resignation, effective October 30, 2017.

(10)	Mr. Miceli transitioned to the position of Vice President and General Manager - Vactor Manufacturing, Inc., effective January 15, 2018.

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

(2)

These columns include information regarding PSUs. The “Threshold” column represents the minimum amount payable when threshold performance is met (50% of PSUs 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 PSUs 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 PSUs 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 2017, the performance metrics were EPS from continuing operations weighted at 75% and ROIC weighted at 25%, measured over a three-year performance period. The performance period ends on December 31, 2019.

(3)

The grant date fair values are determined in accordance with ASC 718. The fair value of restricted stock awards is based on the closing price of our Company’s common stock on the grant date, resulting in estimated fair values of $17.02 and $21.44 for restricted stock granted on May 10, 2017 and October 24, 2017, respectively. The fair value of PSUs is based on the closing price of our Company’s common stock on the grant date, resulting in estimated fair values of $17.02 and $18.31 for PSUs granted on May 10, 2017 and July 25, 2017, respectively. The Black-Scholes model is used to estimate the fair value of stock options, resulting in an estimated value of $5.96 for stock options granted on May 10, 2017.

(4)	Mr. Hudson received a restricted stock award on October 24, 2017 in connection with his promotion to Senior Vice President and CFO. The restricted stock award is subject to three-year cliff vesting.

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(5)	Mr. Cooper’s employment with the Company ended effective March 21, 2017, prior to the Company’s annual long-term incentive grant.

(6)

The Company hired Mr. Fines as Vice President and General Manager, TBEI, upon completion of its acquisition of TBEI on June 2, 2017. On July 25, 2017, Mr. Fines received 40,961 PSUs, representing a right to receive up to two shares of our common stock based upon achieving certain performance targets over a three-year performance period. This award is subject to vesting requirements that require him to remain employed through the end of the performance period, except in the event the Company terminates him without cause, in which case he is eligible to receive pro-rata vesting based on actual performance at the end of the performance period. Mr. Fines was not eligible for STIP in 2017.

(7)	Effective October 30, 2017, Mr. Martin resigned from employment. In connection with his resignation, the vesting of 10,282 shares of restricted stock was accelerated. All other equity awards held by Mr. Martin were canceled or forfeited on his last day of employment.

•	The median of the annual total compensation of all employees of our Company (other than our CEO) was reasonably estimated to be $58,669;

•	The annual total compensation of our CEO, as reported in the “Summary Compensation Table” included in the section titled “Executive Compensation”, was $3,434,972; and

•	Based on this information, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees (“CEO Pay Ratio”) was reasonably estimated to be 59 to 1.

•

We selected December 31, 2017 as our identification date for determining the median of the annual total compensation of all employees because it enabled us to make such identification in a reasonably efficient and economic manner. As of that date, we employed approximately 3,000 individuals. This population consisted of our full-time and part-time employees. We included 2,484 employees in the United States and 525 employees located outside of the United States in identifying the median employee.

•

We used a consistently applied compensation measure, comparing the amount of salary or wages, and bonuses as compiled from our payroll records and other internal records. We identified our median employee by consistently applying this compensation measure to all employees included in our employee population base. Such person’s compensation was calculated in accordance with the Summary Compensation Table guidelines.

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(1)	Stock options vest ratably (i.e. one-third annually) over three years from the grant date.

(2)	We use the closing price for our common stock, as reported by the NYSE, on the grant date to determine the exercise price of stock options.

(3)	The restricted stock grants to Ms. Sherman in May 2017, Mr. Hudson in March 2016, May 2017 and October 2017, Mr. Miceli in April 2015 and May 2017, and Mr. DuPré in April 2015 and May 2017, vest in full on the third anniversary of the grant date, subject to continued employment.

(4)	The PSUs granted on May 5, 2016 are earned only if the threshold is met during a three-year performance period. Any earned shares vest at the end of the performance period.

(5)	The PSUs granted on May 10, 2017 and July 25, 2017 are earned only if the threshold is met during a three-year performance period. Any earned shares vest at the end of the performance period.

(6)	Based on the closing price of $20.09 per share on December 29, 2017.

(1)

Amounts reflected for Messrs. DuPré and Miceli relate to shares that vested in fiscal year 2017 pursuant to restricted stock awards granted in fiscal year 2014. Refer to the section titled “Other Payments to NEOs during 2017” for discussion of amount reflected for Mr. Martin. For PSUs granted in fiscal year 2015, the performance period was the three-year period ending on December 31, 2017. Actual results over the performance period did not meet the threshold level of performance and, therefore, no shares were earned or distributed.

(1)

The FSC 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” included in the section titled “Executive Compensation”.

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

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

(4)	Includes the following amounts that were deferred during fiscal years 2016 and 2015, respectively, under the Savings Restoration Plan: Ms. Sherman, $112,541 and $50,328 in 2016 and 2015, respectively; Mr. Hudson, $28,361 in 2016; Mr. Cooper, $33,333 and $16,597 in 2016 and 2015, respectively; and Mr. Miceli, $44,162 in 2016.

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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;

•

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, PSUs, 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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•	Base salary continuation for a period of 12 months; and

•	Active rate COBRA continuation for health and dental insurance for 12 months.

•	The right to exercise vested options until the earlier of the expiration date or up to 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 PSUs, 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.

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•	Payment of any accrued and unpaid salary through the date of termination and pro-rated 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

•

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.

•	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;

•

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

•	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 each NEO.

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•	We assumed the executive was in his or her role as of December 31, 2017;

•	We assumed the executive’s termination date was December 31, 2017;

•	When applicable, we used the closing price of our common stock on December 29, 2017, which was $20.09; and

•	When applicable, we assumed the executives were subject to a 37% federal tax rate, 4.95% state tax rate, 1.45% Medicare tax rate, and an additional 0.9% Medicare tax.

(1)	Ms. Sherman’s severance compensation under a Change-in-Control and Termination Without Cause or for Good Reason scenario is capped at 3.00 times the sum of her base salary and her bonus at target.

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(1)	Mr. Hudson’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)	Mr. DuPré’s 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)

Mr. Fines’ severance compensation in the event of an Involuntary Termination without Cause or Good Reason is defined by the Fines’ Severance Agreement. His entitlement to Change-in-Control benefits as of December 31, 2017 was limited to those defined in his 2017 PSU award agreement, which provides for pro-rata vesting based on actual performance at the end of the performance period in the event the Company terminates his employment without Cause, and for full vesting in the event of a Change-in-Control. In February 2018, the Committee approved a Change-In-Control Agreement for Mr. Fines, under which his unvested PSUs, valued at $822,906 as of December 31, 2017, would vest in full in the event of a Change-In-Control only. In the event of a Change-In-Control and a termination without Cause or for Good Reason, Mr. Fines would also receive a cash payment of approximately $1.4 million.

(2)	Mr. Fines was not eligible for STIP in 2017, but will become eligible to participate in 2018.

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(1)	Mr. Miceli’s 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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•	Payment of severance benefits to Mr. Cooper under the Company’s Executive General Severance Plan totaling $635,601 (of these amounts, $478,032 was paid to Mr. Cooper in 2017) and active employee rate COBRA continuation coverage for medical and dental benefits, and continued coverage under the Company’s group term life insurance coverage, for one year;

•	Reimbursement to Mr. Cooper of legal fees up to the maximum amount of $1,750;

•	The parties’ entry into a consulting agreement at the hourly rate of $190 per hour for a six-month period that ended on September 20, 2017. In total, the Company paid Mr. Cooper $1,672 under the consulting agreement;

•	Mr. Cooper’s general release of the Company from any actions, claims, or liabilities, including but not limited to, those arising out of his employment or his separation from employment;

•	Mr. Cooper’s reaffirmation of certain post-employment restrictive covenants in favor of the Company; and

•	Forfeiture of all unvested equity.

•	Payment to Mr. Martin in the amount of $87,641, an amount approximately equivalent to a pro-rata portion of Mr. Martin’s 2017 STIP award at target level of financial performance;

•	Payment to Mr. Martin in the amount of $6,700, an amount approximately equivalent to his active employee rate COBRA cost for a period of six months;

•	Immediate and full vesting of 10,282 shares of restricted stock, initially granted to Mr. Martin on May 10, 2017, which included ratable vesting on the first, second and third anniversary dates of the grant;

•	Forfeiture of all unvested equity, except as noted above;

•	Mr. Martin’s general release of the Company from any actions, claims, or liabilities, including but not limited to, those arising out of his employment or his separation from employment; and

•	Mr. Martin’s reaffirmation of certain post-employment restrictive covenants in favor of the Company.

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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. The increase in audit fees in 2017 primarily relates to additional audit effort relating to: (i) acquisitions completed in the current and prior year, (ii) the pending adoption of new revenue recognition accounting standards; and (iii) the impact of the enactment of the Tax Cuts and Jobs Act (the “2017 Tax Act”).

(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 and our awards are comprised of PSUs (50%), which are only earned if performance goals are attained and vest over a three-year period; stock options (25%) which only have value if our share price increases; and time-based restricted stock awards which are subject to three-year cliff vesting.

•

On an enterprise level, we set aggressive performance metrics for performance awards. For example, despite Total Shareholder Return of 35.4% over the three-year period from 2015 to 2017, we did not meet the threshold level of the performance established in our 2015 PSUs, which were tied to the same three-year period. As a result, consistent with our pay-for-performance philosophy, none of our NEOs earned performance shares in 2017.

•	Our Compensation and Benefits Committee has taken a conservative approach with regard to base salaries. Base salaries of our NEOs are generally 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;

•

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;

•

Annual cash incentive payments 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, defined “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. 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 must maintain his or her target ownership level (which is measured annually) and 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 PSUs, count as 2.05 shares against the remaining available shares for future issuance under this plan.

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(a)	Purchase accounting effects relate to adjustments to exclude the step-up in the valuation of equipment acquired in connection with current and prior-year acquisitions that was sold subsequent to the acquisition dates in the years ended December 31, 2017 and 2016, as well as to exclude the depreciation of the step-up in the valuation of the rental fleet acquired in a prior-year acquisition.

(b)

Adjusted income tax expense for the year ended December 31, 2017 excludes a $20.0 million net tax benefit, representing the Company’s preliminary estimate of the impact of the 2017 Tax Act, a $0.8 million benefit from changes in state deferred tax valuation allowance, and $0.6 million of tax expense associated with a change in the enacted state tax rate in Illinois. Adjusted income tax expense for the year ended December 31, 2017 also excludes the tax effects of restructuring activity, executive severance costs, acquisition and integration-related expenses, purchase accounting effects, hearing loss settlement charges and pension settlement charges, where applicable.

(c)

Adjusted income tax expense for the year ended December 31, 2016 excludes a $2.2 million net benefit resulting from changes in deferred tax valuation allowances in Canada and the U.K. Adjusted income tax expense for the year ended December 31, 2016 also excludes the tax effects of restructuring activity, acquisition and integration-related expenses, purchase accounting effects and debt settlement charges, where applicable.

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