Federal Signal's director nominees backed by proxy advisory firms

By Lisa Kerner

Charlotte, N.C., April 20 - Federal Signal Corp. said RiskMetrics Group/ISS supports the election of the company's nominees - Jim Goodwin, Joe Wright and Bill Osborne - at Federal Signal's 2009 annual meeting on April 29.

As already noted, Goodwin is the former interim president and chief executive officer 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. Osborne is Federal Signal's newly hired president and CEO.

"This recommendation reaffirms our strong belief that Federal Signal has the right board and management team to execute our two-pronged strategy to deliver consistent, profitable growth and to enhance earnings and cash flow," John McCartney, an independent director of Federal Signal, said in a company news release.

According to Federal Signal, RiskMetrics said, "We note that since the removal of the previous management team in Dec. 2007, the company has not only performed largely in line with its peer group in terms of share price performance but also has substantially improved its operating metrics."

The proxy advisory firm also said that Warren B. Kanders began a proxy contest only after his candidacy for Federal Signal's CEO position was turned down.

"As such, even though Mr. Kanders has publicly stated that he is no longer interested in the CEO position and would work with the new management, we believe that the being 'disruptive' argument may have some merit in this case," RiskMetrics reported, according to Federal Signal.

Glass, Lewis & Co. also recommended that Federal Signal shareholders elect all three of the board's nominees and said it believes the "participation of the dissident on the board is unwarranted at this time," according to a second Federal Signal news release.

Kanders urged Federal Signal shareholders to support his election and the election of Steven R. Gerbsman and Nicholas Sokolow to the company's board.

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

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