Federal Signal Corporation (FSS) Earnings Call Transcript & Summary

Good morning, and welcome to the Federal Signal Corporation 2021 Annual Stockholders Meeting. I would now like to turn to the meeting over to Dennis Martin, Chairman of Federal Signal Corporation.

Good morning, everyone, and welcome to the 2021 Annual Meeting of Stockholders of Federal Signal Corporation. My name is Dennis Martin, and I am the Chairman of the Board of Federal Signal Corporation. Because of continuing concerns about the spread of COVID-19 virus for the well-being of our stockholders, directors and employees, the company decided again this year to hold its Annual Meeting of Stockholders in a virtual manner. We hope to return to an in-person annual stockholders' meeting in 2022. Dan DuPre, the company's General Counsel will provide an overview of how today's meeting will proceed.

Thank you, Dennis. For our stockholders who are listening to this webcast, if you're a stockholder as of February 26, 2021, you should have received a 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 for this meeting. 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 for consideration during this meeting, the question must be submitted in the field indicated on the meeting website. We will answer questions about the proposals that I received 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, questions must be submitted in the field indicated on the meeting website. Please raise questions of individual concern and not of a general concern to all stockholders separately after the meeting by contacting the company's Investor Relations at telephone number area code (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: Eugene J. Lowe, III, William F. Owens, Brenda L. Reichelderfer, Jennifer L. Sherman and John L. Workman. Each of our directors are participating in today's meeting. We are fortunate to have such talented individuals on our Board of Directors, and we appreciate their dedication and guidance. I would like to take a moment to recognize Richard R. Mudge, who served as a director of the company since 2010. Dick has retired from our Board and will not be standing for reelection today. On behalf of Federal Signal, I wish to extend thanks to Dick for his many years of service to the company. I would like to also introduce members of our management team who are also participating in today's meeting: Jennifer Sherman, the President, Chief Executive Officer; Mark Weber, 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 and Treasurer, Corporate Development; Chris Lau, Vice President of Tax; Shirley Paulson, Vice President, Human Resources; and Dan DuPre, Vice President and General Counsel, who will act as the Secretary of the meeting today. Finally, I would like to introduce Mindy Ponton and Al Jagiello from Deloitte & Touche LLP, our company's independent registered public accounting firm. Ms. Ponton and Mr. Jagiello are attending today's meeting and will be available to respond to appropriate questions following the portion of the meeting. Again, questions for our accounting firm should be submitted in the field indicated on the meeting website. 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 Financial Solutions, Dan DuPre and Kelly Burke as the Inspectors of Election. Representatives of Broadridge have certified the notice of the meeting was mailed to all stockholders of record by the close of business on March 17, 2021, and that more than 91% of the 60,538,158 shares entitled to vote on the record date are represented here today. Therefore, a quorum is present. A list of stockholders as of February 26, 2021, the record date has been posted to the meeting website and is available for stockholder inspection during this meeting. As set forth in the notice for this meeting, there are 4 items of business upon which vote of stockholders will be taken today. No other business or nominations may be properly brought before the 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 6 directors. The Board of Directors voted unanimously to nominate: Eugene J. Lowe, III, Dennis J. Martin, William F. Owens, Brenda L. Reichelderfer, Jennifer L. Sherman and John L. Workman to hold office as director of the company until the 2022 Annual Meeting of Stockholders or until their successors are duly elected and qualified. The qualifications and backgrounds of Messrs. Lowe, Martin, Owens and Workman, and Ms. Reichelderfer and Ms. Sherman are set forth in the proxy statement for this annual meeting. I will now accept the motion for nomination of Messrs. Lowe, Martin, Owen and Workman, and Ms. Reichelderfer and Jennifer Sherman as director of the company.

Mr. Chairman, I hereby submit the names of Messrs. Lowe, Martin, 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 has been moved and seconded that Eugene J. Lowe, III, Dennis J. Martin, 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 executive officer compensation. I will now accept a 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 approve the second amendment to Federal Signal Corporation 2015 Executive Incentive Compensation Plan. I will now accept the motion to approve this proposal.

I move to approve the proposal to approve the second amendment to the Federal Signal Corporation 2015 Executive Incentive Compensation Plan.

Is there a second?

I second the motion.

It has been moved and seconded that the proposal to approve the second amendment to the Federal Signal Corporation 2015 Executive Incentive Compensation Plan be approved. The fourth proposal is to ratify the appointment of Deloitte & Touche LLP as Federal Signal Corporation's independent registered public accounting firm for 2021. I will now accept the motion to ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2021.

I move to ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2021.

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 2021 be approved. Before we close voting, Jennifer, have you received any stockholder questions regarding any of the proposals?

No.

Thank you, Jennifer. At this time, if any owners wishes to vote online at the meeting website, who has not already done so, please do so now. Mr. DuPre already has your proxy votes. [Voting]

Since everyone has voted who wishes to vote, I declare the polls closed. Mr. DuPre, will you please present the Inspector's report on the voting?

Votes cast for each of the nominees named in the proxy statement, namely Messrs. Lowe, Martin, Owens and Workman, and Ms. Reichelderfer and Ms. Sherman exceed the withhold authority votes cast with respect to each such nominee. Accordingly, the nominees have each 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, to approve the second amendment to the Federal Signal Corporation 2015 Executive Incentive Compensation Plan and to ratify the appointment of Deloitte & Touche LLP, as the company's independent registered public accounting firm for 2021, have been properly approved by the company's stockholders. Accordingly, all proposals have been passed.

Thank you, Dan. Please make the results of the vote available for inspection after the meeting. Are there any questions about the formal portion of the meeting? This concludes the formal part of the 2021 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.