Additional Proxy Soliciting Materials (definitive) (defa14a)
April 12 2017 - 12:20PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED
IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant
to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
☐ Definitive Proxy Statement
☒ Definitive
Additional Materials
☐ Soliciting Material under §240.14a-12
L.B. FOSTER COMPANY
(Name of Registrant
as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate
box):
☒ No
fee required.
☐ $125
per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
☐ Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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2)
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined)
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4)
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Proposed maximum aggregate value of transaction:
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5)
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Total fee paid:
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☐ Fee
paid previously with preliminary materials.
☐ Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and
the date of its filing.
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Amount Previously Paid:
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2)
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Form, Schedule or Registration Statement No.:
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3)
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Filing Party:
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4)
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Date Filed:
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*** Exercise Your
Right
to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder
Meeting to Be Held on May 24, 2017
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L.B. FOSTER COMPANY
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Meeting
Information
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Meeting
Type:
Annual
Meeting
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For
holders as of:
March 22, 2017
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Date:
May 24, 2017
Time:
8:30 AM EDT
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L.B. FOSTER COMPANY
415 HOLIDAY DRIVE
PITTSBURGH, PA 15220-2729
ATTN: INVESTOR RELATIONS
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Location:
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Duquesne Club
325 Sixth Avenue
Pittsburgh, PA 15222
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You are receiving this communication because you hold shares in the above named company.
This is not a ballot. You cannot use this notice to vote
these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the
Internet. You may view the proxy materials online at
www.proxyvote.com
or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
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See the reverse side of this notice to obtain proxy materials and voting instructions.
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0000327040_1 R1.0.1.15
How
to Access the Proxy Materials
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Proxy Materials Available to
VIEW or RECEIVE:
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1. Notice & Proxy Statement 2.
2016 Annual Report
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How to View Online:
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Have the information that is printed in the
box marked by the arrow
(located
on the following page) and visit:
www.proxyvote.com
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How to Request and Receive a PAPER or
E-MAIL Copy:
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If you want to receive a
paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a
copy. Please choose one of the following methods to make your request:
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1)
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BY INTERNET
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www.proxyvote.com
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2)
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BY TELEPHONE
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1-800-579-1639
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3)
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BY E-MAIL*
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sendmaterial@proxyvote.com
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* If
requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow
(located on the following page) in the subject line.
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Requests, instructions
and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor.
Please make the request as instructed above on or before May 10, 2017 to facilitate timely delivery.
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Please
Choose One of the Following Voting Methods
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Vote In Person:
Many
shareholder meetings have attendance requirements including, but not limited to, the possession of an
attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any
special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote
these shares.
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Vote By Internet:
To
vote now by Internet, go to
www.proxyvote.com.
Have the information that is printed in the box
marked by the arrow
available and follow the instructions.
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Vote By Mail:
You can
vote by mail by requesting a paper copy of the materials, which will include a proxy card.
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0000327040_2 R1.0.1.15
The Board of Directors recommends
you vote
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FOR the following:
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1.
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Election of Directors
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Nominees
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01
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Robert P. Bauer
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02
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Lee B. Foster II
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03
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Dirk Jungé
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04
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Diane B. Owen
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05
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Robert S. Purgason
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06
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William H. Rackoff
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07
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Suzanne B. Rowland
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08
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Bradley
S. Vizi
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The Board of Directors recommends
you vote FOR proposals 2 and 3.
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2.
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Ratify appointment of Ernst &
Young LLP as the Company’s independent registered public accounting firm for 2017.
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3.
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Advisory approval of the compensation
paid to the Company’s named executive officers in 2016.
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The Board of Directors recommends
you vote 1 YEAR on the following proposal:
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4.
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Advisory approval of the frequency
of future advisory votes on the compensation of the named executive officers.
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NOTE:
The proxies are also authorized to vote, in their discretion, upon such other business as may properly come before the meeting or any adjournment thereof.
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0000327040_3 R1.0.1.15
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