Federal Signal shareholder Kanders ends proxy contest, withdraws slate

By Lisa Kerner

Charlotte, N.C., April 27 - Federal Signal Corp. shareholder Warren B. Kanders said he is withdrawing his slate of three director nominees for election to the company's board at the annual meeting on Wednesday.

Kanders had nominated himself, Steven R. Gerbsman and Nicholas Sokolow for election.

"We began this proxy contest to bring increased accountability and transparency to the board of directors of Federal Signal, and we are gratified that our campaign has already brought about meaningful change, including the resignation of chairman James C. Janning, a renewed focus on the strategic plan of the company aimed at creating shareholder value, and proposed changes in compensation that align pay with performance," Kanders said in a news release.

The Kanders group does not intend to vote any proxies previously received at the 2009 annual meeting of stockholders, Kanders said.

"With the withdrawal of Warren Kanders' slate of nominees, we look forward to focusing on the continued execution of our strategy to deliver consistent, profitable growth, enhance earnings and cash flow, and create value for all Federal Signal stockholders," a Federal Signal news release said.

Proxy Governance, Inc., RiskMetrics Group/ISS and Glass, Lewis & Co. all recommended that shareholders support the election of Jim Goodwin, Joe Wright and Federal Signal chief executive officer Bill Osborne.

"These three proxy advisory firms share our long-held belief that Federal Signal has the right plan and the right board and management team in place to lead the company and create stockholder value," Federal Signal said.

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

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