Federal Signal fires back at Kanders, defends bylaws amendments

By Lisa Kerner

Charlotte, N.C., Aug. 7 - Federal Signal Corp. interim president and chief executive officer Jim Goodwin, in an Aug. 6 letter to employees, said he was setting the record straight regarding remarks Warren B. Kanders made in his statement released earlier in the week.

Kanders is a former candidate who is no longer a part of the CEO search process, Goodwin noted in the letter, which was included as part of a form 8-K filed with the Securities and Exchange Commission.

In the letter, Goodwin accused Kanders of mischaracterizing recent amendments made to the company's bylaws.

Goodwin explained that "in light of some significant developments in applicable statutes, regulations and court rulings," Federal Signal felt it should undertake a "wholesale review of its bylaws."

According to Goodwin, Federal Signal's bylaws, including the recent amendments to the default date of the company's annual meeting of stockholders and the advance notice provisions, are customary and in compliance with Delaware corporate law, SEC regulations and the New York Stock Exchange.

Goodwin noted that he addressed many of Kanders' "baseless accusations" in an Aug. 1 letter to Federal Signal employees.

Kanders, a 5.7% shareholder, has also called for the resignation of Federal Signal chairman Jim Janning.

In a July schedule 13D filing with the SEC, Kanders said that under Janning's nine-year stewardship, Federal Signal endured CEO turnover, declining sales and profitability, a crisis in employee morale and underperformance of its shares relative to its peers.

Kanders is the former CEO and chairman of the board of Armor Holdings, Inc., it was previously reported.

Federal Signal is an Oak Brook, Ill.-based company focused on security technology and industrial tooling.

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