Leading Proxy Advisory Firm, RiskMetrics Group, Recommends Federal Signal Stockholders...
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Leading Proxy Advisory Firm, RiskMetrics Group, Recommends Federal Signal
Stockholders Vote for all Three of Federal Signal's Director Nominees on the
WHITE Proxy Card
OAK BROOK, Ill., April 20 /PRNewswire-FirstCall/ -- Federal Signal Corporation
(NYSE: FSS), a leader in advancing security and well-being, today announced
that RiskMetrics Group/ISS Governance Services, one of the nation's leading
proxy advisory firms, recommends that its clients support all three of Federal
Signal's director nominees - Jim Goodwin, Joe Wright, and Bill Osborne - by
voting for them on the WHITE proxy card via mail, telephone, internet, or at
Federal Signal's 2009 Annual Meeting of Stockholders to be held on April 29,
2009.
RiskMetrics Group is one of the nation's leading proxy advisory firms whose
recommendations are relied upon by hundreds of major institutional investment
firms, mutual funds and other fiduciaries.
"We are extremely pleased that RiskMetrics supports the election of all three
of Federal Signal's director nominees," said John McCartney, an independent
director speaking on behalf of Federal Signal's Board. "This recommendation
reaffirms our strong belief that Federal Signal has the right Board and
management team to execute our two-pronged strategy to deliver consistent,
profitable growth and to enhance earnings and cash flow. RiskMetrics
recognizes, as we do, that our director nominees are the best choice to lead
Federal Signal and to deliver value to all stockholders. We strongly urge all
Federal Signal stockholders to vote FOR our highly-qualified director nominees
on the WHITE proxy card today."
In its April 17, 2009 report recommending that Federal Signal stockholders
elect all three of the Board's nominees, RiskMetrics stated the following(1)
-- "... we note that since the removal of the previous management team
in Dec. 2007, the company has not only performed largely in line with
its peer group in terms of share price performance but also has
substantially improved its operating metrics."
-- "With respect to election of three directors to a ten member
classified board, we note that two of the three company nominees,
Joseph
Wright and William Osborne are new and joined the board in 2008.
Moreover, five of the nine non-executive directors have been on the
board since 2005... Meanwhile, Mr. Gerbsman, the third dissident
nominee
does not seem to have any direct industry/sector operating or public
board experience."
-- "...we note that [Kanders] applied for the CEO position and only
after his candidacy was turned down, he initiated the proxy contest.
As
such, even though Mr. Kanders has publicly stated that he is no longer
interested in the CEO position and would work with the new management,
we believe that the being "disruptive" argument may have some
merit in this case."
-- "Regarding the new management team, we note that analyst reports
had a favorable opinion of Mr. Osborne at the time of his
appointment."
Federal Signal urges stockholders to follow the RiskMetrics recommendation by
signing, dating and returning the WHITE proxy card today. For additional
information on how to vote their shares, stockholders should call Innisfree
M&A Incorporated, toll-free, at (877) 800-5186.
TIME IS SHORT AND YOUR VOTE IS IMPORTANT!
To ensure that your vote is represented at the meeting, we urge you to vote
TODAY by Internet or telephone by following the simple instructions on your
WHITE proxy card
If you have questions about how to vote your shares, or need additional
assistance, please contact the firm assisting us in the solicitation of
proxies:
INNISFREE M&A INCORPORATED
Stockholders Call Toll-Free: (877) 800-5186
Banks and Brokers Call Collect: (212) 750-5833
About Federal Signal
Federal Signal Corporation (NYSE: FSS) enhances the safety, security and
well-being of communities and workplaces around the world. Founded in 1901,
Federal Signal is a leading global designer and manufacturer of products and
total solutions that serve municipal, governmental, industrial and
institutional customers. Headquartered in Oak Brook, Ill., with manufacturing
facilities worldwide, the Company operates three groups: Safety and Security
Systems, Environmental Solutions and Fire Rescue. For more information on
Federal Signal, visit: http://www.federalsignal.com.
Forward-Looking Language
This news release may contain words such as "may," "will," "believe,"
"expect," "anticipate," "intend," "plan," "project," "estimate" and
"objective" or the negative thereof or similar terminology concerning Federal
Signal's future financial performance, business strategy, plans, goals and
objectives. These expressions are intended to identify forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements include information concerning Federal
Signal's possible or assumed future performance or results of operations and
are not guarantees. While these statements are based on assumptions and
judgments that management has made in light of industry experience as well as
perceptions of historical trends, current conditions, expected future
developments and other factors believed to be appropriate under the
circumstances, they are subject to risks, uncertainties and other factors that
may cause Federal Signal's actual results, performance or achievements to be
materially different from those stated. Such risks and uncertainties include
but are not limited to: economic conditions in various regions, product and
price competition, supplier and raw material prices, foreign currency exchange
rate changes, interest rate changes, increased legal expenses and litigation
results, legal and regulatory developments and other risks and uncertainties
described in filings with the Securities and Exchange Commission ("SEC").
Important Information
In connection with the solicitation of proxies, on March 30, 2009, Federal
Signal filed with the SEC and, on March 31, 2009, mailed to stockholders a
definitive proxy statement and a WHITE proxy card for its 2009 Annual Meeting
of Stockholders. Stockholders may obtain Federal Signal's proxy statement, a
WHITE proxy card and any amendments or supplements and other documents for
free by contacting Innisfree M&A Incorporated toll-free at (877) 800-5186.
(1) Permission to use quotations was neither sought nor obtained.
SOURCE Federal Signal Corporation
William G. Barker III, Senior Vice President & Chief Financial Officer of
Federal Signal Corporation, +1-630-954-2000, wbarker@federalsignal.com; or
Matthew Sherman, msherman@joelefrank.com, Tim Lynch, tlynch@joelefrank.com,
both of Joele Frank, Wilkinson Brimmer Katcher, +1-212-355-4449, for Federal
Signal Corporation
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