Federal Signal shareholder Kanders seeks support for dissident slate

By Lisa Kerner

Charlotte, N.C., April 15 - Federal Signal Corp. shareholder Warren B. Kanders asked shareholders to support his election and the election of Steven R. Gerbsman and Nicholas Sokolow to Federal Signal's board of directors at the annual meeting on April 29.

Kanders is disappointed by "the failure of the board of directors over the past 10 years to optimize the company's existing businesses and develop a strategy for future growth," according to his open letter sent to Federal Signal's shareholders and employees on Wednesday.

"Don't be misled by the empty rhetoric, false accusations and broken promises of the board and its nominees," Kanders said in the letter.

Kanders asked shareholders to help him "tear down the veil of secrecy from the boardroom windows and let the light of transparency and full disclosure shine in."

According to Kanders, director and interim chief executive officer James Goodwin oversaw "the loss of significant invested capital since 2005" as a director and "increased overhead expense by almost $20 million during his nine-month tenure as interim CEO."

Goodwin was compensated nearly $800,000 during 2008 while the value of Federal Signal shares lost more than 70% of their value, Kanders said.

Kanders said he and his nominees collectively own almost 1.4 million shares of Federal Signal, compared with the current board's collective ownership of less than 195,000 shares.

Federal Signal's progress

According to Federal Signal, dissident nominee Kanders is "a rejected CEO candidate who has no plan and no ideas to build stockholder value."

On Tuesday, Federal Signal asked shareholders to elect its director nominees: Goodwin; Joseph R. Wright Jr., CEO and a director of Scientific Games Corp.; and William H. Osborne, Federal Signal's newly hired president and CEO.

Federal Signal, in a mailing to its shareholders, said the board and management have taken steps to position the company "for sustainable and profitable growth and to drive stockholder value."

As previously reported, these steps include appointing a new executive management team, strengthening the balance sheet by divesting non-core assets, enhancing liquidity and initiating a $20 million annual cost-reduction program.

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

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