FEDERAL SIGNAL CORP /DE/ 8-K

What Happened
Federal Signal Corporation (NYSE: FSS) filed an 8-K disclosing the results of its 2026 Annual Meeting of Stockholders held April 21, 2026. As of the February 23, 2026 record date there were 60,892,151 shares outstanding; 57,977,820 shares (95.2%) were represented, establishing a quorum. Stockholders elected the company’s slate of directors for one-year terms, approved the named executive officer compensation in a non-binding advisory vote, and ratified Deloitte & Touche LLP as the company’s independent registered public accounting firm for 2026.

Key Details

• Shares outstanding (record date): 60,892,151; shares represented at meeting: 57,977,820 (95.2%).
• Board elections (each elected for one year). Votes For / Withhold:
  • Katrina L. Helmkamp: 55,473,153 For / 996,317 Withhold
  • Eugene J. Lowe, III: 55,583,055 For / 886,415 Withhold
  • Richard A. Maue: 56,280,786 For / 188,684 Withhold
  • Shashank Patel: 55,761,701 For / 707,769 Withhold
  • Brenda L. Reichelderfer: 54,691,381 For / 1,778,089 Withhold
  • Jennifer L. Sherman: 55,803,014 For / 666,456 Withhold
  • Eric A. Vaillancourt: 56,218,646 For / 250,824 Withhold
  • John L. Workman: 53,929,611 For / 2,539,859 Withhold
  • There were 1,508,350 broker non-votes on the director elections.
• Advisory vote on named executive officer compensation: 52,070,782 For / 4,341,853 Against / 56,835 Abstentions; 1,508,350 broker non-votes.
• Auditor ratification: Deloitte & Touche LLP ratified with 57,543,013 For / 415,535 Against / 19,272 Abstentions; no broker non-votes.

Why It Matters
The filing confirms the company’s governance outcomes: the incumbent directors were re-elected and shareholders gave an advisory "say-on-pay" approval to executive compensation, which is non-binding but signals shareholder sentiment. Ratification of Deloitte & Touche LLP secures the company’s independent auditor for 2026. These items affect oversight, financial reporting continuity, and investor confidence in corporate governance. The 8-K was signed by Ian A. Hudson, Senior VP & CFO, on April 22, 2026.