Shareholder Vote

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): April 25, 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 5.07 Submission of Matters to a Vote of Security Holders. On April 25, 2023, the Company held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). As of the February 27, 2023 record date, there were 60,754,664 shares of the Company’s common stock outstanding. The holders of 57,744,898 shares of common stock, representing 95.0% of the outstanding shares entitled to vote as of the record date, were represented at the Annual Meeting in person or by proxy. This amount represented a quorum. Set forth below are the final voting results for each of the four proposals submitted to a vote of the Company’s stockholders at the Annual Meeting. The proposals are described in detail in the Company’s 2023 Proxy Statement, filed with the Securities and Exchange Commission on March 10, 2023 (the “2023 Proxy Statement”). 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  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 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 In accordance with the stockholder vote on this proposal at our 2023 Annual Meeting, the Board has determined that the Company’s policy is to hold a stockholder advisory vote on executive compensation every year until the next required advisory vote on the frequency of advisory votes on executive officer compensation. The Company is required to hold advisory votes on frequency every six years. 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 Item 9.01 Financial Statements and Exhibits. (d) Exhibits 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document)   SIGNATURES 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: April 25, 2023 By: /s/ Ian Hudson Ian A. Hudson, Senior Vice President, Chief Financial Officer