FEDERAL SIGNAL CORP /DE/
For the period ended Mar 6, 2026. Filed Mar 6, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 6, 2026 · Filed Mar 6, 2026
Contents
APPENDIX AA -
APPENDIX A
SEC REGULATION G NON-GAAP RECONCILIATION
As described further below, this proxy statement contains references to certain financial measures that are unaudited and are not in accordance with U.S. generally accepted accounting principles (“GAAP”). The non-GAAP financial information presented herein should be considered supplemental to, and not a substitute for, or superior to, financial measures calculated in accordance with GAAP. The Company has provided this supplemental information to investors, analysts, and other interested parties to enable them to perform additional analyses of operating results, to illustrate the results of operations giving effect to the non-GAAP adjustments shown in the reconciliations below, and to provide an additional measure of performance which management considers in operating the business.
This proxy statement includes references to adjusted earnings before interest, income taxes, depreciation and amortization (“adjusted EBITDA”) and the ratio of adjusted EBITDA to net sales (“adjusted EBITDA margin”). The Company uses adjusted EBITDA and adjusted EBITDA margin as additional measures to assist in comparing its performance on a consistent basis for purposes of business decision making by removing the impact of certain items that management believes are not representative of its underlying performance and to improve the comparability of results across reporting periods. The Company believes that investors use versions of these metrics in a similar manner. For these reasons, the Company believes that adjusted EBITDA and adjusted EBITDA margin are meaningful metrics to investors in evaluating the Company’s underlying financial performance. Adjusted EBITDA is a non-GAAP measure that represents the total of net income, interest expense, net, pension settlement charges, acquisition and integration-related expenses, net, purchase accounting effects, other expense, net, income tax expense and depreciation and amortization expense, where applicable. Adjusted EBITDA margin is a non-GAAP measure that represents the total of net income, interest expense, net, pension settlement charges, acquisition and integration-related expenses, net, purchase accounting effects, other expense, net, income tax expense, and depreciation and amortization expense, where applicable, divided by net sales for the applicable period(s). Other companies may use different methods to calculate adjusted EBITDA and adjusted EBITDA margin.
The following table summarizes the Company’s adjusted EBITDA and adjusted EBITDA margin and reconciles income from continuing operations to adjusted EBITDA for each of the three years in the period ended December 31, 2025:
| For the Years Ended December 31, | |||
|---|---|---|---|
| ($ in millions) | 2025 | 2024 | 2023 |
| Net income | $246.6 | $216.3 | $157.4 |
| Add: | |||
| Interest expense, net | 14.1 | 12.5 | 19.7 |
| Pension settlement charges | — | 3.8 | — |
| Acquisition and integration-related expenses, net | 16.0 | 2.8 | 0.4 |
| Purchase accounting effects (a) | 1.5 | 1.1 | 0.7 |
| Other expense, net | 2.3 | 1.2 | 1.8 |
| Income tax expense | 77.9 | 47.6 | 45.6 |
| Depreciation and amortization | 80.5 | 65.3 | 60.4 |
| Adjusted EBITDA | $438.9 | $350.6 | $286.0 |
| Net sales | $2,180.5 | $1,861.5 | $1,722.7 |
| Adjusted EBITDA margin | 20.1% | 18.8% | 16.6% |
(a) Purchase accounting effects relate to adjustments to exclude the step-up in the valuation of equipment acquired in recent business combinations that was sold during the periods presented. Excludes purchase accounting expense effects included within depreciation and amortization of $0.9 million and $0.2 million for the years ended December 31, 2025 and 2024, respectively.
This proxy statement also includes references to adjusted net income and adjusted diluted earnings per share (“adjusted EPS”) as additional measures to assist in comparing its performance on a consistent basis for purposes of business decision making by removing the impact of certain items that management believes are not representative of its underlying performance and to improve the comparability of results across reporting periods. During the three years in the period ended December 31, 2025, in determining adjusted net income and adjusted EPS (non-GAAP measures), adjustments were made to reported GAAP net income and diluted earnings per share
A - 1 to exclude the impact of acquisition and integration-related expenses, net, pension-related charges, debt settlement charges, purchase accounting effects, environmental remediation costs of a discontinued operation, and certain special tax items, where applicable.
The following table summarizes the Company’s adjusted net income and adjusted EPS for each of the three years in the period ended December 31, 2025:
| For the Years Ended December 31, | |||
|---|---|---|---|
| ($ in millions) | 2025 | 2024 | 2023 |
| Net income | $246.6 | $216.3 | $157.4 |
| Add: | |||
| Income tax expense | 77.9 | 47.6 | 45.6 |
| Income before income taxes | 324.5 | 263.9 | 203.0 |
| Add: | |||
| Acquisition and integration-related expenses, net | 16.0 | 2.8 | 0.4 |
| Pension-related charges (a) | — | 3.8 | — |
| Debt settlement charges (b) | 0.1 | — | — |
| Purchase accounting effects (c) | 2.4 | 1.3 | 0.7 |
| Environmental remediation costs of a discontinued operation (d) | — | — | 0.8 |
| Adjusted income before income taxes | $343.0 | $271.8 | $204.9 |
| Adjusted income tax expense (e) | (82.8) | (65.5) | (46.1) |
| Adjusted net income | $260.2 | $206.3 | $158.8 |
| For the Years Ended December 31, | |||
|---|---|---|---|
| (dollars per diluted share) | 2025 | 2024 | 2023 |
| EPS, as reported | $4.01 | $3.50 | $2.56 |
| Add: | |||
| Income tax expense | 1.27 | 0.77 | 0.74 |
| Income before income taxes | 5.28 | 4.27 | 3.30 |
| Add: | |||
| Acquisition and integration-related expenses, net | 0.26 | 0.05 | 0.01 |
| Pension-related charges (a) | — | 0.06 | — |
| Debt settlement charges (b) | 0.00 | — | — |
| Purchase accounting effects (c) | 0.04 | 0.02 | 0.01 |
| Environmental remediation costs of a discontinued operation (d) | — | — | 0.01 |
| Adjusted income before income taxes | $5.58 | $4.40 | $3.33 |
| Adjusted income tax expense (e) | (1.35) | (1.06) | (0.75) |
| Adjusted EPS | $4.23 | $3.34 | $2.58 |
(a) Pension-related charges in the year ended December 31, 2024 include $3.8 million of pension settlement charges incurred in connection with a limited-time voluntary lump-sum pension offering.
(b) During the year ended December 31, 2025 the Company wrote off $0.1 million of unamortized deferred financing fees associated with its prior credit agreement in connection with entering into the Company’s Fourth Amended and Restated Credit Agreement dated October 29, 2025. Such costs are included as a component of Interest expense, net on the Consolidated Statements of Operations.
(c) Purchase accounting effects in each of the three years in the period ended December 31, 2025 relate to adjustments to exclude the step-up in the valuation of inventory acquired in connection with acquisitions that was sold subsequent to the acquisition date and the depreciation of the step-up in the valuation of acquired rental equipment, where applicable. Such costs are included as a component of Cost of sales on the Consolidated Statements of Operations.
(d) Environmental remediation costs of a discontinued operation in the year ended December 31, 2023 relate to estimated environmental clean-up costs at a facility associated with a business that was discontinued in 2009. Such charges are included as a component of Other expense (income), net on the Consolidated Statements of Operations.
(e) Adjusted income tax expense for each of the three years in the period ended December 31, 2025 excludes the tax effects of acquisition and integration-related expenses (benefits), net, pension-related charges, purchase accounting effects, environmental remediation costs of a discontinued operation, and debt settlement charges, where applicable. Adjusted income tax expense for the years ended December 31, 2025 and 2024 also exclude $0.2 million and $15.9 million of discrete tax benefits, respectively, that were recognized in connection with the amendment of certain federal and state tax returns to claim a worthless stock deduction.
A - 2
| FEDERAL SIGNAL CORPORATIONATTN: DIANE I. BONINA1333 BUTTERFIELD ROADSUITE 500DOWNERS GROVE, IL 60515 | VOTE BY INTERNET — www.proxyvote.comUse the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. Eastern Time on April 20, 2026 for shares held directly and by 11:59 P.M. Eastern Time on April 16, 2026 for shares held in the Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. | |
|---|---|---|
| ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSIf you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. | ||
| VOTE BY PHONE — 1-800-690-6903 | ||
| Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. Eastern Time on April 20, 2026 for shares held directly and by 11:59 P.M. Eastern Time on April 16, 2026 for shares held in the Plan. Have your proxy card in hand when you call and then follow the instructions. | ||
| VOTE BY MAIL | ||
| Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
| FEDERAL SIGNAL CORPORATION | ForAll | WithholdAll | For AllExcept | To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. | ||
| The Board of Directors recommends you vote FOR ALL the following: | ||||||
|---|---|---|---|---|---|---|
| 1 | Election of Eight Directors | ¨ | ¨ | ¨ | ||
| Nominees: | ||||||
| 01) Katrina L. Helmkamp | 05) Brenda L. Reichelderfer | |||||
| 02) Eugene J. Lowe, III | 06) Jennifer L. Sherman | |||||
| 03) Richard A. Maue | 07) Eric A. Vaillancourt | |||||
| 04) Shashank Patel | 08) John L. Workman | |||||
| The Board of Directors recommends you vote FOR the following proposal: | For | Against | Abstain | |||
| 2. | Approve, on an advisory basis, the compensation of our named executive officers. | ¨ | ¨ | ¨ | ||
| The Board of Directors recommends you vote FOR the following proposal: | For | Against | Abstain | |||
| 3. | Ratify the appointment of Deloitte & Touche LLP as Federal Signal Corporation’s independent registered public accounting firm for fiscal year 2026. | ¨ | ¨ | ¨ | ||
| NOTE: This proxy also may be voted in the discretion of the proxies on any matter that may properly come before the meeting or any adjournment(s) or postponement(s) thereof. Should a nominee be unable to serve, this proxy may be voted for a substitute selected by the Board of Directors. | ||||||
| Yes | No | |||||
| Please indicate if you plan to attend this meeting. | ¨ | ¨ | ||||
| Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. | ||||||
| Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date | |||
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement, Annual Report on Form 10-K, and the 2026 Annual Stockholder Letter
are available at www.proxyvote.com.
| FEDERAL SIGNAL CORPORATIONTHIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORSYOUR VOTE IS VERY IMPORTANT — PLEASE VOTE TODAY | ||
| The undersigned, having received the notice of the 2026 Annual Meeting of Stockholders of Federal Signal Corporation (the “Company”) and the proxy statement, appoints Diane I. Bonina and Elizabeth A. Valente, and each of them acting individually, as the undersigned’s proxies with full power of substitution, for and in the name, place and stead of the undersigned, to vote and act with respect to all of the shares of the Company’s Common Stock standing in the name of the undersigned or with respect to which the undersigned is entitled to vote at the Annual Meeting and at any adjournment(s) or postponement(s) thereof, and the undersigned directs that this proxy be voted as specified on the reverse side. | ||
| This proxy, when properly executed, will be voted in the manner directed herein. If no direction is made for a proposal, the proxy will be voted: (a) “FOR ALL” of the Company’s director nominees in Proposal 1; (b) “FOR” Proposal 2; and (c) “FOR” Proposal 3. The undersigned hereby revokes any proxy or proxies heretofore given to vote upon or act with respect to such stock. | ||
| This proxy also covers all shares for which the undersigned has the right to give voting instructions to Vanguard Fiduciary Trust Company, Trustee of the Federal Signal Corporation Retirement Savings Plan (the “Plan”). This proxy, when properly executed, will be voted as directed. If voting instructions are not received by the proxy tabulator by 11:59 P.M. ET on April 16, 2026 you will be treated as directing the Plan’s Trustee to vote the shares held in the Plan in the same proportion as the shares for which the Trustee has received timely instructions from others who do vote. The meeting will be held at Federal Signal’s Corporate Offices located at 1333 Butterfield Road, Suite 500, Downers Grove, IL 60515. Address changes and comments can be directed to the Company’s Investor Relations department at InvestorCommunications@federalsignal.com | ||
| Continued and to be signed on reverse side | ||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.