Form 8-K - Current report

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): November 20, 2023

___________________________________

Federal Signal Corporation

(Exact name of registrant as specified in its charter)

___________________________________

Delaware

001-6003

36-1063330

(State or other jurisdiction

of incorporation)

(Commission File

Number)

(IRS Employer

Identification No.)

1415 W. 22nd Street, Oak Brook, Illinois

(Address of principal executive offices)

60523

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.00 per share	FSS	New York Stock Exchange

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

(d) On November 20, 2023, the Board of Directors (the “Board”) of Federal Signal Corporation (the “Company”) increased its size from seven to eight directors and, following the recommendation of the Nominating and Governance Committee of the Board, appointed Katrina L. Helmkamp to the Board, effective November 20, 2023. Ms. Helmkamp will serve as a member of the Audit Committee of the Board (the “Audit Committee”). As compensation for her service as a director, Ms. Helmkamp will be eligible to receive an annual base retainer of $80,000 and an annual committee retainer of $9,000 for membership on the Audit Committee, both of which will be paid quarterly and pro-rated for 2023 based upon the effective date of her appointment. Until Ms. Helmkamp meets the Company’s stock ownership requirements for directors, 50% of her annual retainers will be paid in the form of shares of our common stock. In addition, Ms. Helmkamp will be eligible to receive an annual equity award of $125,000, beginning in 2024.

In October 2022, Ms. Helmkamp was appointed Non-Executive Chair of the Board of Directors of IDEX Corporation (“IDEX”) (NYSE: IEX), where she has served as an independent director and member of multiple board committees since initially joining the IDEX board in November 2015.

From 2018 until her retirement in January 2023, Ms. Helmkamp served as President and Chief Executive Officer of Cartus Corporation (“Cartus”), the relocation services subsidiary of Anywhere Real Estate, Inc. (NYSE: HOUS). Prior to joining Cartus, Ms. Helmkamp served as Chief Executive Officer of Lenox Corporation from November 2016 to June 2018, and prior to that, Ms. Helmkamp served as Chief Executive Officer of SVP Worldwide from 2010 through 2014, and as senior vice president, North America Product for Whirlpool Corporation (NYSE: WHR) from 2008 to 2010.

Ms. Helmkamp received a Bachelor of Science in industrial engineering and an MBA from Northwestern University.

Ms. Helmkamp is not party to any arrangement or understanding with any person pursuant to which she was appointed a director, nor is Ms. Helmkamp party to any transaction requiring disclosure pursuant to Item 404(a) of Regulation S-K.

A copy of the related press release announcing Ms. Helmkamp’s appointment is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.


(d)	Exhibits
	99.1	F edera l Si gnal Corporation Press Release, dated Nov ember 2 1 , 2023
	104	Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURE

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: November 21, 2023	By:	/s/ Ian A. Hudson
		Ian A. Hudson, Senior Vice President and Chief Financial Officer

FOR IMMEDIATE RELEASE Federal Signal Corporation Appoints New Director OAK BROOK, Illinois, November 21, 2023 — The Board of Directors of Federal Signal Corporation (NYSE: FSS), a leader in environmental and safety solutions, today announced the appointment of Katrina L. Helmkamp to the company’s Board of Directors, effective November 20, 2023. In October 2022, Ms. Helmkamp was appointed Non-Executive Chair of the Board of Directors of IDEX Corporation (“IDEX”) (NYSE: IEX), where she has served as an independent director and member of multiple board committees since initially joining the IDEX board in November 2015. From 2018 until her retirement in January 2023, Ms. Helmkamp served as President and Chief Executive Officer of Cartus Corporation (“Cartus”), the relocation services subsidiary of Anywhere Real Estate, Inc. (NYSE: HOUS). “We are delighted to announce Katrina’s appointment to our board of directors,” said Dennis J. Martin, Chairman of the board of Federal Signal. “She brings strong strategic vision and experience across multiple markets and technologies. Katrina is a unique leader who deeply understands the levers of growth and performance. Her insight and experience position her to provide immediate, valued insight to our board.” Prior to joining Cartus, Ms. Helmkamp served as Chief Executive Officer of Lenox Corporation from November 2016 to June 2018, and prior to that, Ms. Helmkamp served as Chief Executive Officer of SVP Worldwide from 2010 through 2014, and as senior vice president, North America Product for Whirlpool Corporation (NYSE: WHR) from 2008 to 2010. Ms. Helmkamp received a Bachelor of Science in industrial engineering and an MBA from Northwestern University. About Federal Signal Federal Signal Corporation (NYSE: FSS) builds and delivers equipment of unmatched quality that moves material, cleans infrastructure, and protects the communities where we work and live. Founded in 1901, Federal Signal is a leading global designer, manufacturer and supplier of products and total solutions that serve municipal, governmental, industrial and commercial customers. Headquartered in Oak Brook, Ill., with manufacturing facilities worldwide, the Company operates two groups: Environmental Solutions and Safety and Security Systems. For more information on Federal Signal, visit: www.federalsignal.com. Contact: Ian Hudson, Chief Financial Officer, +1-630-954-2000, ihudson@federalsignal.com

Document and Entity Information	Nov. 20, 2023
Cover [Abstract]
Title of 12(b) Security	Common Stock, par value $1.00 per share
Entity Incorporation, State or Country Code	DE
Document Type	8-K
Entity Central Index Key	0000277509
Entity Registrant Name	Federal Signal Corporation
Document Period End Date	Nov. 20, 2023
Amendment Flag	false
Entity File Number	001-6003
Entity Tax Identification Number	36-1063330
Entity Address, Address Line One	1415 W. 22nd Street
Entity Address, City or Town	Oak Brook
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60523
City Area Code	630
Local Phone Number	954-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Trading Symbol	FSS
Security Exchange Name	NYSE
Entity Emerging Growth Company	false