United States
Securities and Exchange Commission
Washington, DC 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 27, 2010
FEDERAL SIGNAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-6003
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36-1063330 |
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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1415 W. 22nd Street, Oak Brook, Illinois
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60523 |
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(Address of Principal Executive Offices)
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(Zip Code) |
(630) 954-2000
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 |
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers. |
(e) (i) 2005 Executive Incentive Compensation Plan (2010 Restatement)
At the Annual Meeting of Stockholders of Federal Signal Corporation (the Company) held on April
27, 2010 (the Annual Meeting), the Companys stockholders approved the Companys 2005 Executive
Incentive Compensation Plan (2010 Restatement) (the 2010 Restatement), which the Companys Board
of Directors had adopted, subject to stockholder approval, on March 3, 2010. The 2010 Restatement
amends and restates in its entirety the 2005 Executive Incentive Compensation Plan (the 2005
Plan), which was previously approved by the Companys stockholders.
The 2010 Restatement substantially revised the 2005 Plan, including amendments to: (1) increase the
number of shares of the Companys common stock available for issuance under the plan to an
aggregate of 7,800,000 shares (including the 4,000,000 shares authorized for issuance in 2005); (2)
extend the duration of the plan for ten years until March 3, 2020 (i.e., ten years from the date of
adoption by the Board of Directors); (3) eliminate net share counting for stock settlement of stock
appreciation rights, for the stock payment of the exercise price of an option, and for shares
withheld by or otherwise remitted to us to satisfy tax withholding liability; (4) require that
full-value awards (meaning awards other than options, stock appreciation rights and any other
award where the benefit is not limited to the increase in value of the shares of common stock
subject to the award over fair market value of the shares at the time of the award) be counted as
the equivalent of 1.51 shares for each share issued under such full-value award; (5) allow only
shares subject to awards that expire, are cancelled or are forfeited or are settled in cash to be
available for re-issuance under the plan; and (6) remove limitations on restricted stock awards,
performance awards and certain other stock-based awards that can be granted per individual per year
under the plan.
For a more detailed description of the material features of the 2010 Restatement, please refer to
the Companys Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange
Commission on March 25, 2010 in connection with the Companys 2010 Annual Meeting of Stockholders
(the 2010 Proxy Statement), under the caption Proposal 3 Approval of 2005 Executive
Incentive Compensation Plan (2010 Restatement), which description is incorporated herein by
reference. The above description of the 2010 Restatement does not purport to be complete and is
qualified in its entirety by reference to the complete text of such plan, which was attached as
Appendix B to the 2010 Proxy Statement.
(ii) Executive Incentive Performance Plan, as Amended and Restated
At the Annual Meeting, the Companys stockholders also re-approved the material terms of the
performance criteria (the Performance Criteria) contained in the Federal Signal Corporation
Executive Incentive Performance Plan, as amended and restated (the Performance Plan), which the
Companys Board of Directors had adopted, subject to stockholder approval, on February 18, 2010.
The Companys stockholders originally approved the Performance Criteria and the predecessor
Executive Incentive Performance Plan at the Companys 2005 Annual Meeting of Stockholders.
Stockholder re-approval of the Performance Criteria contained in the Performance Plan will allow
the Company to preserve its ability to take a tax deduction for the full amount of
performance-based compensation paid to employees who are covered employees under Section 162(m)
of the Internal Revenue Code. Section 162(m) generally does not allow publicly held companies to
deduct more than $1 million in any year for compensation paid to covered employees unless that
compensation satisfies the conditions in Section 162(m) for performance based compensation. One
of these conditions is that the stockholders vote to approve of the material terms of the
performance goals under which compensation is based at least once every five years. Re-approval of
the Performance Criteria under the Performance Plan will satisfy this condition. An award under
the Performance Plan may be paid in the form of cash, an award under any benefit plan of the
Company or any other form of payment approved by the Compensation Committee of the Companys Board
of Directors.
For a more detailed description of the material features of the Performance Plan, please refer to
the Companys 2010 Proxy Statement, under the caption Proposal 4 Re-Approval of the
Performance Criteria under the Federal Signal Corporation Executive Incentive Performance Plan, as
Amended and Restated, which description is incorporated herein by reference. The above description
of the Performance Plan does not purport to be complete and is qualified in its entirety by
reference to the complete text of such plan, which was attached as Appendix C to the 2010
Proxy Statement.
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Item 5.03 |
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the Annual Meeting, the stockholders of the Company also approved an amendment to the Companys
Restated Certificate of Incorporation to (i) declassify the Companys Board of Directors on a
phased-in basis and, after the phase-in to provide that all directors will stand for election on an
annual basis and (ii) fix the number of directors at no less than six nor more than twelve, as
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determined solely by the Board of Directors from time to time. A description of this amendment is
set forth in the 2010 Proxy Statement under the caption Proposal 2 Approval of the Amendment of
Our Restated Certificate of Incorporation to Declassify our Board of Directors and to Fix the
Number of Directors at No Less than Six nor More than Twelve, which description is incorporated
herein by reference. On April 28, 2010, the Company filed this amendment to the Companys Restated
Certificate of Incorporation with the Secretary of State of Delaware. Thereafter, the Company
filed a Restated Certificate of Incorporation which restates and integrates the provisions of the
Companys Restated Certificate of Incorporation, as amended to date, a copy of which is filed as
Exhibit 3.1 attached hereto.
On February 19, 2010, the Companys Board of Directors approved an amendment to Section 3.2 of the
Companys Amended and Restated By-laws, which was to become effective upon the approval of the
amendment to the Companys Restated Certificate of Incorporation as described above by the
Companys stockholders and the Companys filing of the amendment with the Delaware Secretary of
State. The amendment to the Companys Amended and Restated By-laws was required to incorporate the
substance of the amendment to the Restated Certificate with respect to the declassification and
size range of the Board of Directors into the Amended and Restated By-laws as well. The Amended
and Restated By-laws of the Company, as amended to date, are filed as Exhibit 3.2 attached hereto.
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Item 5.07 |
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Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, five proposals were submitted to and approved by the Companys stockholders.
As of the record date, March 8, 2010, there were 49,900,103 shares of the Companys common stock
issued and outstanding. The holders of 44,299,327 shares of common stock, 88.77% of the outstanding
shares entitled to vote as of the record date were represented at the meeting in person or by
proxy, and this amount represented a quorum. The proposals are described in detail in the 2010
Proxy Statement. The final results were as follows:
Proposal I:
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Broker |
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For |
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Withhold Authority |
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Abstentions |
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Non-votes |
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Election of Directors: |
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Richard R. Mudge |
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32,480,349 |
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6,836,653 |
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4,982,325 |
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Dominic A. Romeo |
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32,336,087 |
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6,980,915 |
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4,982,325 |
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Proposal II:
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Broker |
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For |
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Against |
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Abstentions |
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Non-votes |
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Amend the Companys
Restated
Certificate of
Incorporation to
(i) declassify the
Companys Board of
Directors and (ii)
fix the number of
directors at no
less than six nor
more than twelve,
as determined
solely by the Board
of Directors from
time to time |
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43,793,356 |
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444,963 |
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61,008 |
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Proposal III:
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Broker |
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For |
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Against |
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Abstentions |
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Non-votes |
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Approve the 2005
Executive Incentive
Compensation Plan
(2010 Restatement) |
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35,508,751 |
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3,070,307 |
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737,944 |
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4,982,325 |
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