Federal Signal (FSS) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 21, 2026, to elect eight directors, approve executive compensation, and ratify Deloitte & Touche LLP as auditor for 2026.

• Record date for voting is February 23, 2026, with 60,892,151 shares outstanding.

• 2025 saw record financial results: $2.18B net sales (+17%), $340.9M operating income (+21%), $246.6M net income (+14%), and $438.9M adjusted EBITDA (+25%).

• Significant investments in new product development, acquisitions, and shareholder returns through dividends and share repurchases.

Voting matters and shareholder proposals

• Proposals include election of eight directors, advisory approval of executive compensation, and ratification of Deloitte & Touche LLP as auditor.

• Board recommends voting FOR all proposals.

• Shareholders can vote by internet, phone, mail, or in person.

• Only Proposal 3 (auditor ratification) is considered a routine matter for broker voting.

Board of directors and corporate governance

• Board to be reduced from nine to eight directors at the meeting.

• Seven of eight nominees are independent; CEO is the only non-independent director.

• Separate Chair and CEO roles; all directors elected annually (no staggered board).

• Standing committees: Audit, Compensation and Benefits, Governance and Sustainability—all members independent.

• Director retirement age limit in place; stock ownership guidelines for directors and officers.

• Annual self-evaluations and robust code of ethics and business conduct.