Federal Signal (NYSE: FSS) investors approve directors, pay and 2026 auditor
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Federal Signal Corporation reported the results of its 2026 Annual Meeting of Stockholders. As of the February 23, 2026 record date, there were 60,892,151 common shares outstanding, and 57,977,820 shares were represented in person or by proxy, representing 95.2% of eligible shares and establishing a quorum.
All director nominees were elected, with individual support levels generally above 95% of votes cast, and 1,508,350 broker non-votes recorded for the election proposal. Stockholders also approved, on an advisory basis, named executive officer compensation, with 52,070,782 votes for, 4,341,853 against, and 56,835 abstentions.
In addition, stockholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2026, with 57,543,013 votes for, 415,535 against, and 19,272 abstentions.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 5.07, 9.01
2 items
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Shares outstanding: 60,892,151 shares
Shares represented at meeting: 57,977,820 shares
Say-on-pay support: 52,070,782 for vs. 4,341,853 against
+3 more
6 metrics
Shares outstanding
60,892,151 shares
Common stock outstanding as of February 23, 2026 record date
Shares represented at meeting
57,977,820 shares
Shares present or represented by proxy at 2026 Annual Meeting (95.2%)
Say-on-pay support
52,070,782 for vs. 4,341,853 against
Advisory vote on named executive officer compensation
Auditor ratification support
57,543,013 for
Ratification of Deloitte & Touche LLP for 2026; 415,535 against, 19,272 abstentions
Broker non-votes on director election
1,508,350 shares
Broker non-votes recorded on Proposal 1 director elections
Abstentions on say-on-pay
56,835 shares
Abstaining votes on executive compensation advisory proposal
Key Terms
broker non-votes, advisory vote, independent registered public accounting firm, record date
4 terms
broker non-votes financial
"There were no abstentions, and 1,508,350 broker non-votes, with respect to this matter."
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory vote financial
"The stockholders, in an advisory vote, approved the named executive officer compensation as disclosed in the 2026 Proxy Statement."
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
independent registered public accounting firm financial
"The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026."
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
record date financial
"As of the February 23, 2026 record date, there were 60,892,151 shares of the Company’s common stock outstanding."
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 21, 2026
___________________________________
(Exact name of registrant as specified in its charter)
___________________________________
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices)
(Zip Code)
(630 ) 954-2000
(Registrant’s 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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o
Item 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
On April 21, 2026, Federal Signal Corporation (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of the February 23, 2026 record date, there were 60,892,151 shares of the Company’s common stock outstanding. The holders of 57,977,820 shares of common stock, representing 95.2% of the outstanding shares entitled to vote as of the record date, were represented at the Annual Meeting in person or by proxy. This amount represented a quorum. Set forth below are the final voting results for each of the three proposals submitted to a vote of the Company’s stockholders at the Annual Meeting. The proposals are described in detail in the Company’s 2026 Proxy Statement, filed with the Securities and Exchange Commission on March 6, 2026 (the “2026 Proxy Statement”).
Proposal 1.
The following nominees were elected to the Company’s Board of Directors (the “Board”) to hold office for one year or until their successors are elected and qualified. There were no abstentions, and 1,508,350 broker non-votes, with respect to this matter. The voting results were as follows:
| For | Withhold | ||||||||||
| Katrina L. Helmkamp | 55,473,153 | 996,317 | |||||||||
| Eugene J. Lowe, III | 55,583,055 | 886,415 | |||||||||
| Richard A. Maue | 56,280,786 | 188,684 | |||||||||
| Shashank Patel | 55,761,701 | 707,769 | |||||||||
| Brenda L. Reichelderfer | 54,691,381 | 1,778,089 | |||||||||
| Jennifer L. Sherman | 55,803,014 | 666,456 | |||||||||
| Eric A. Vaillancourt | 56,218,646 | 250,824 | |||||||||
| John L. Workman | 53,929,611 | 2,539,859 | |||||||||
Proposal 2.
The stockholders, in an advisory vote, approved the named executive officer compensation as disclosed in the 2026 Proxy Statement. There were 1,508,350 broker non-votes with respect to this matter. The voting results were as follows:
| For | Against | Abstentions | ||||||||||||
| 52,070,782 | 4,341,853 | 56,835 | ||||||||||||
Proposal 3.
The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026. There were no broker non-votes with respect to this matter. The voting results were as follows:
| For | Against | Abstentions | ||||||||||||
| 57,543,013 | 415,535 | 19,272 | ||||||||||||
Item 9.01 | Financial Statements and Exhibits. | ||||
(d) | Exhibits | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FEDERAL SIGNAL CORPORATION | ||||||||
Dated: April 22, 2026 | By: | /s/ Ian Hudson | ||||||
| Ian A. Hudson, Senior Vice President, Chief Financial Officer | ||||||||
FAQ
Was there a quorum at the Federal Signal (FSS) 2026 Annual Meeting?
Yes, a quorum was achieved. Holders of 57,977,820 shares, or 95.2% of the 60,892,151 outstanding shares entitled to vote as of the record date, were represented at the meeting, satisfying the quorum requirement for conducting business.