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FSS > SEC Filings for FSS > Form 8-K on 27-Apr-2012All Recent SEC Filings

Show all filings for FEDERAL SIGNAL CORP /DE/ | Request a Trial to NEW EDGAR Online Pro

Form 8-K for FEDERAL SIGNAL CORP /DE/


27-Apr-2012

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders.

At the 2012 Annual Meeting, three proposals were submitted to and approved by the Company's stockholders. As of the record date, March 2, 2012, there were 62,184,389 shares of the Company's common stock issued and outstanding. The holders of 56,389,132 shares of common stock, 90.68% of the outstanding shares entitled to vote as of the record date, were represented at the meeting in person or by proxy, and this amount represented a quorum. The proposals are described in detail in the 2012 Proxy Statement. The final results were as follows:

Proposal I.



                                               Withhold                           Broker
                                For           Authority        Abstentions       Non-votes
  Election of Directors:
  James E. Goodwin            47,812,236        1,183,846                -        7,393,050
  William F. Owens            40,857,103        8,138,979                -        7,393,050
  Paul W. Jones               45,254,349        3,741,733                -        7,393,050
  Dennis J. Martin            48,072,282          923,800                -        7,393,050
  Brenda L. Reichelderfer     37,630,082       11,366,000                -        7,393,050

Proposal II.



                                                                                              Broker
                                             For            Against        Abstentions       Non-votes
Provide advisory approval of the
Company's executive compensation           33,810,121       12,135,219        3,050,742       7,393,050

In accordance with the stockholder vote at our 2011 Annual Meeting on the frequency of advisory approval with respect to executive compensation, our stockholders will be provided an opportunity to provide advisory approval of the Company's executive compensation every year until the next required advisory vote on the frequency of such vote or until the Company's Board of Directors elects to implement a different frequency for such advisory vote. We are required to hold an advisory vote on frequency at least once every six years.

Proposal III.



                                                   For             Against         Abstentions
Ratify the appointment of Ernst & Young LLP
as our independent registered public
accounting firm for 2012                         52,580,142        3,753,319             55,671


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