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Published on 3/30/2009 in the Prospect News Special Situations Daily.

Federal Signal sets meeting for April 29, urges shareholders to select its nominees

By Jennifer Chiou

New York, March 30 - Federal Signal Corp. announced that it has filed with the Securities and Exchange Commission definitive proxy materials for its April 29 annual meeting.

On March 5, the company nominated president and chief executive officer William H. Osborne, James E. Goodwin and Joseph R. Wright Jr. to stand for election to the board of directors at the company's 2009 annual meeting of stockholders.

As already noted, Goodwin is the former interim president and CEO of Federal Signal and the former chairman and CEO of United Air Lines, Inc. Wright is the CEO and a director of Scientific Games Corp.

Federal Signal previously said director and chairman of the board James C. Janning will not stand for re-election.

John McCartney, an independent director speaking on behalf of Federal Signal's board, sent a letter to stockholders in which he said that holders "will decide whether Federal Signal continues on this path to delivering stockholder value or is diverted by the self-serving agenda of Warren B. Kanders, a dissident stockholder who last year was rejected as a candidate to become your company's chief executive officer, and his hand-picked nominees."

McCartney and the company recommend that holders vote for the nominees on the white proxy card.

The record date for the meeting is March 3.

According to Robert S. Hamada, chairman of the nominating and governance committee, the committee previously met with and considered the three individuals nominated by shareholder Kanders - Steven Gerbsman, Nicholas Sokolow and Kanders himself.

As already reported, Kanders, a one-time candidate for Federal Signal's CEO position, had called for Janning's resignation. Kanders and Federal Signal have been at odds in the past over alleged violations of securities laws.

Federal Signal is a security technology and industrial tooling company located in Oak Brook, Ill.


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