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Federal Signal appoints Dennis Martin to board under deal with Ramius
By Laura Lutz
Des Moines, March 13 - Federal Signal Corp. announced that it signed an agreement to immediately appoint Dennis J. Martin to its board.
Under the agreement, Federal Signal will also nominate Martin for election to a three-year term at the company's April 22 annual meeting and grant him the right to recommend an additional board member for a one-year term after that meeting. These changes will expand the board to 10 members.
RCG Starboard Advisors, LLC; funds managed by RCG Starboard; and some of its affiliates, including Ramius LLC, were the other parties to the agreement.
Under the agreement, Ramius will support the board's nominations and refrain from making any other director nominations or stockholder proposals with respect to the 2008 annual meeting.
Martin retired in 2005 as chairman and chief executive officer of General Binding Corp. and now works as an independent business adviser, according to a Federal Signal new release. Before joining General Binding, Marin spent much of his career with Illinois Tool Works, ending as president of that company's welding group.
"Federal Signal has a strong collection of businesses and terrific opportunities to create significant shareholder value. I look forward to adding my perspective to the board and to working with management and the other directors," Martin said in the news release.
Jim Goodwin, interim president and CEO of Federal Signal, said in the same release, "We are pleased that we have been able to work constructively with Ramius and appreciate the high quality nominee that Ramius proposed to us."
Federal Signal is an Oak Brook, Ill.-based company focused on security technology and industrial tooling.
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