Federal Signal Corporation (FSS) Earnings Call Transcript & Summary

Good morning, and welcome to the Federal Signal Corporation Annual Stockholders Meeting. I would now like to turn the meeting over to Dennis Martin, Chairman of Federal Signal Corporation.

Good morning, everyone, and welcome to the 2020 Annual Meeting of Stockholders of Federal Signal Corporation. My name is Dennis Martin, and I'm the Chairman of Federal Signal Corporation and a Member of the Board of Directors. Because of concerns about the spread of the coronavirus, for well-being of our stockholders, directors and employees, the company decided this year, for the first time, to hold its annual meeting of stockholders in a virtual manner. Dan DuPré, the company's General Counsel, will provide an overview of how the meeting will proceed. Dan?

Thank you, Dennis. For our stockholders who are listening to this webcast, if you are a stockholder as of February 28, 2020, you should have received the notice of the date and time of this meeting as well as a proxy card with instructions on how to vote your shares in one of several ways. The proxy card that you received included a 16-digit control number. In order for you to participate in this meeting as a stockholder and to vote your shares or post a question, you must have logged in as a stockholder by entering that 16-digit control number where indicated on the website. Because this is a meeting of our stockholders, only our stockholders are permitted to vote or ask questions during this meeting. If you have voted your shares prior to the start of this meeting, your vote has been received by the company's Inspector of Elections and there is no need to vote those shares during this meeting, unless you wish to revoke or change your vote. If a stockholder has a question about one of the proposals or consideration during this meeting, the question can be submitted in the field indicated on the meeting website. We will answer questions about the proposals before the voting is closed. Following the conclusion of the formal business of the annual meeting, the company will address appropriate general questions from stockholders regarding the company. As I mentioned, such questions can be submitted in the field indicated on the meeting website. If there are any matters of individual concern to a stockholder and not a general concern to all stockholders, such questions may be raised separately after the meeting by contacting the company's Investor Relations at (630) 954-2000. Dennis?

Thank you, Dan. At this time, I'd like to introduce the other members of the company's Board of Directors: Gene Lowe, Dick Mudge, Bill Owens, Brenda Reichelderfer, Jennifer Sherman and John Workman. Each of our directors are participating in today's meeting. We're fortunate to have such individuals on our Board of Directors and we appreciate their dedication and the guidance. I'd like to also introduce members of our management team who are also participating in today's meeting: Jennifer Sherman, President and Chief Executive Officer; Mark Weber, our Senior Vice President and Chief Operating Officer; Ian Hudson, Senior Vice President and Chief Financial Officer; Lauren Elting, Vice President and Corporate Controller; Svetlana Vinokur, Vice President, Treasurer, Corporate Development; and Mike Ejupi, Vice President of Tax; Shirley Paulson, our Corporate Director of Human Resources; and Dan DuPré, our Vice President and General Counsel, who will act as Secretary of the Meeting. Finally, I would like to introduce Wendy Patton, Matt Howard and Al Jagiello from Deloitte & Touche LLP, our company's independent registered public accounting firm. Ms. Patton and Mr. Howard are attending today's meeting and will be available to respond to appropriate questions following the formal portion of the meeting. And now I'd like to call the annual meeting of stockholders of Federal Signal Corporation to order. The Board of Directors has designated Broadridge, Dan DuPré and Kelly Burke as Inspectors of Election. Representatives of Broadridge had certified the notice of meeting was mailed to all stockholders of record at the close of business on March 12, 2020 and that more than 91% of the 60,720,054 shares entitled to vote on the record date are represented here today. Therefore, a quorum is present. A list of stockholders as of February 28, 2020, the record date has been posted on the meeting website and is available for stockholder inspection during this meeting. As shown in the notice for this meeting, there are 3 items of business upon which a vote of stockholders will be taken today. No other business or nominations may be properly brought before this meeting. The polls are now open. As Dan mentioned previously, if you have already voted by proxy, you do not need to vote again during this meeting unless you wish to revoke your proxy and resubmit your vote. The first proposal consists of the election of 7 directors. The Board of Directors voted unanimously to nominate Eugene Lowe, Dennis Martin, Richard Mudge, William Owens, Brenda Reichelderfer, Jennifer Sherman and John Workman, to hold office until the 2021 Annual Meeting of Stockholders or until their successors are duly elected and qualified. The qualifications and the backgrounds of Misters Lowe, Martin, Mudge, Owens, Workman, and Ms. Reichelderfer and Jennifer Sherman have been set forth in the proxy statement for this annual meeting. I will now accept the motion for the nomination of Misters Lowe, Martin, Mudge, Owens, Workman, and Ms. Reichelderfer and Ms. Sherman as Directors of the company.

Mr. Chairman, I hereby submit the names of Misters Lowe, Martin, Mudge, Owens and Workman, and Ms. Reichelderfer and Ms. Sherman as Directors to serve for a term of 1 year or until their successors are duly elected and qualified.

Is there a second?

I second the motion.

It's been moved and seconded that Eugene J. Lowe, III, Dennis J. Martin, Richard R. Mudge, William F. Owens, Brenda L. Reichelderfer, Jennifer L. Sherman and John L. Workman be elected as Directors to serve for a term of 1 year or until their successors are duly elected and qualified. In accordance with the company's bylaws, I declare the nominations closed. The second proposal is to approve on an advisory basis, our named officers' compensation. I will now accept the motion to approve this proposal.

I move to approve the proposal to approve on an advisory basis, the company's named executive officer compensation.

Is there a second?

I second the motion.

It has been moved and seconded that the proposal to approve on an advisory basis, our company's named executive officer compensation be approved. The third proposal is to ratify the appointment of Deloitte & Touche LLC (sic) [ Deloitte & Touche LLP ] as Federal Signal Corporation's independent registered public accounting firm for 2020. I will now accept the motion to ratify the appointment of Deloitte & Touche LLC (sic) [ Deloitte & Touche LLP ] as the company's independent registered public accounting firm for 2020.

I move to ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2020.

Is there a second?

I second the motion.

It has been moved and seconded that the proposal to ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2020 be approved. Before we close the voting, Jennifer, have you received any stockholder questions regarding any of the proposals?

No.

Thank you, Jennifer. At this time, if anybody wishes to vote online, at the meeting website, who has not already done so, please do so now. Mr. DuPré already has your proxy votes. Since everyone has voted who wishes to vote, I declare the polls closed. Mr. DuPré, will you please present the Inspector's report on the voting.

The votes cast for the nominees named in the proxy statement, namely Misters Lowe, Martin, Mudge, Owens and Workman, and Ms. Reichelderfer and Ms. Sherman exceed the withhold authority votes cast with respect to these nominees. Accordingly, the nominees have received a majority of the votes cast and thereby have been elected as directors. Also, the proposals to provide advisory approval of the company's named executive officer compensation and to ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2020 have been properly approved by the company's stockholders. Accordingly, all proposals have been passed.

Thank you, Dan. And please make the results of the vote available for inspection after the meeting. Are there any questions about the formal portion of the meeting? Hearing none, this concludes the formal part of the 2020 Annual Meeting of Stockholders. Before we conclude the meeting, Jennifer, have you received any other stockholder questions regarding the company generally that are appropriate to address at this time?

No.

Thank you, Jennifer. I will entertain a motion to adjourn.

I move the meeting be adjourned.

I second the motion.

This meeting stands adjourned. We would like to thank you for your attendance today.

The conference has now concluded. Thank you for joining today's presentation. You may now disconnect.