---
schema_version: "secwatch.filing_event.v1"
accession: "0000277509-23-000026"
form_type: "8-K"
ticker: "FSS"
cik: "0000277509"
company_name: "FEDERAL SIGNAL CORP /DE/"
filed_at: "2023-04-25T23:59:59+00:00"
generated_at: "2026-06-16T17:07:35.249375+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.25
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Federal Signal shareholders elect all seven director nominees; approve say-on-pay and auditor

## Summary
- All 7 director nominees elected; votes for ranged from 48.8M (Owens) to 55.8M (Patel).
- Say-on-pay approved: 53.4M for, 2.7M against, 61k abstain, with 1.6M broker non-votes.
- Advisory frequency: shareholders voted for 1-year interval (53.1M votes), sustaining annual say-on-pay.
- Ratification of Deloitte & Touche LLP as 2023 auditor: 57.2M for, 0.4M against, 0.1M abstain.

## SEC filing metadata
- accession: 0000277509-23-000026
- form_type: 8-K
- ticker: FSS
- cik: 0000277509
- company_name: FEDERAL SIGNAL CORP /DE/
- filed_at: 2023-04-25T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.25
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/277509/000027750923000026/0000277509-23-000026-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/277509/000027750923000026/fss-20230425.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000277509-23-000026
- JSON: https://secwatch.observer/filing/0000277509-23-000026.json
- Plain text: https://secwatch.observer/filing/0000277509-23-000026.txt

## Key facts
- Shareholder Votes
  FEDERAL SIGNAL CORP /DE/ shareholders approved Advisory vote on named executive officer compensation at the 2023-04-25 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-04-25
  source text: Proposal 2. The stockholders, in an advisory vote, approved the named executive officer compensation as disclosed in the 2023 Proxy Statement. There were 1,617,225 broker non-votes with respect to this matter. The voting results were as follows: For Against Abstentions 53,398,505 2,668,082 61,086
  evidence_url: https://www.sec.gov/Archives/edgar/data/277509/000027750923000026/0000277509-23-000026-index.htm
- Shareholder Votes
  FEDERAL SIGNAL CORP /DE/ shareholders approved Ratification of Deloitte & Touche LLP as independent registered public accounting firm at the 2023-04-25 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-04-25
  source text: Proposal 4. The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2023. There were no broker non-votes with respect to this matter. The voting results were as follows: For Against Abstentions 57,209,900 427,194 107,804
  evidence_url: https://www.sec.gov/Archives/edgar/data/277509/000027750923000026/0000277509-23-000026-index.htm
- Shareholder Votes
  FEDERAL SIGNAL CORP /DE/ shareholders approved Election of Directors at the 2023-04-25 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-04-25
  source text: Proposal 1. The following nominees were elected to the Board of Directors to hold office for one year or until their successors are elected and qualified. There were no abstentions, and 1,617,225 broker non-votes, with respect to this matter. The voting results were as follows: For Withhold Eugene J. Lowe, III 55,431,514 696,159 Dennis J. Martin 54,168,514 1,959,159 William F. Owens 48,756,508 7,371,165 Shashank Patel 55,839,592 288,081 Brenda L. Reichelderfer 53,867,505 2,260,168 Jennifer L. Sherman 55,222,254 905,419 John L. Workman 54,581,664 1,546,009
  evidence_url: https://www.sec.gov/Archives/edgar/data/277509/000027750923000026/0000277509-23-000026-index.htm
- Shareholder Votes
  FEDERAL SIGNAL CORP /DE/ shareholders approved Advisory vote on frequency of future advisory votes on executive compensation at the 2023-04-25 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-04-25
  source text: Proposal 3. The stockholders, in an advisory vote, approved the annual frequency of future advisory votes on executive officer compensation. There were 1,617,225 broker non-votes with respect to this matter. The voting results were as follows: 1 Year 2 Years 3 Years Abstentions 53,130,312 90,341 2,870,072 36,948
  evidence_url: https://www.sec.gov/Archives/edgar/data/277509/000027750923000026/0000277509-23-000026-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.