UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________  
FORM 8-K
___________________________________  
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 15, 2017
___________________________________  
FSSLOGOA26.JPG
Federal Signal Corporation
(Exact name of registrant as specified in its charter)
___________________________________  

Delaware
 
001-6003
 
36-1063330
(State or other jurisdiction
 of incorporation)
 
(Commission File
 Number)
 
(IRS Employer
 Identification No.)

1415 W. 22nd Street, Oak Brook, Illinois
 
60523
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code (630) 954-2000
___________________________________  
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))









   Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o    
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o    
 
 




Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)    On December 16, 2017, Samuel E. Miceli, a named executive officer in the most recent proxy statement filed by Federal Signal Corporation (the “Company”) on March 10, 2017, resigned from his position as a principal officer of the Company, effective January 15, 2018. Mr. Miceli will transition from his role as Senior Vice President, Environmental Solutions Group to Vice President and General Manager of the Company’s Vactor Manufacturing, Inc. subsidiary.

(c)    On December 15, 2017, the Company appointed Mark D. Weber, 60, as Senior Vice President and Chief Operating Officer, effective January 15, 2018. Mr. Weber rejoins the Company after four years at Supreme Industries, Inc. (“Supreme”). Mr. Weber joined Supreme in May 2013 as President and Chief Executive Officer, serving in that capacity up to the sale of Supreme to Wabash National Corporation, which was completed on September 27, 2017. Prior to joining Supreme, Mr. Weber worked for 17 years as an executive within the Company’s Environmental Solutions Group, including a decade as Group President. Mr. Weber holds a Bachelor of Science degree in Mechanical Engineering from Rose Hulman Institute of Technology and a Master of Business Administration degree from Indiana University.

There is no arrangement or understanding between Mr. Weber and any other person pursuant to which Mr. Weber was appointed as the Company’s Senior Vice President and Chief Operating Officer. There are no related party transactions between the Company and Mr. Weber, and there are no family relationships between Mr. Weber and any of the directors or officers of the Company.

In connection with Mr. Weber’s appointment, the Company and Mr. Weber executed an employment offer letter (“the Weber Employment Letter”) setting forth the terms of Mr. Weber’s employment. The following summary is qualified in its entirety by reference to the full and complete terms of the Weber Employment Letter, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and which is incorporated herein by reference. The material economic terms of Mr. Weber’s compensation as Senior Vice President and Chief Operating Officer, included in the Weber Employment Letter, are summarized below:

•
Annual Base Salary : Mr. Weber will receive an annual base salary of $450,000.

•
Annual Cash Incentive Bonus : Mr. Weber will be eligible for an annual cash incentive bonus equal to 65% of his annual base salary at target and capped at 130% of his annual base salary, calculated and paid according to the Company’s Short-Term Incentive Bonus Plan, prorated for 2018 based on the effective date of his employment.

•
Long-Term Incentive Bonus : Subject to the approval of the Company’s Compensation and Benefits Committee (the “CBC”), Mr. Weber will be eligible to receive long-term equity incentive compensation awards beginning in 2018 with a target value of approximately $500,000.

•
Other Benefits : Mr. Weber’s compensation package also includes a monthly car allowance, eligibility to participate in the Company’s non-qualified Savings Restoration Plan in 2018, and eligibility to participate in the Company’s standard benefit package including group health benefits, 401(k) plan and other benefits. In addition, Mr. Weber will be eligible for Tier I Change-in-Control benefits under the terms of the applicable agreement. Mr. Weber will not be eligible to participate in the Company’s Executive General Severance Plan (the “Severance Plan”), unless and until both of the following pre-conditions are satisfied: (i) he has worked for the Company as its Chief Operating Officer for a period of one year from his start date; and (ii) Jennifer L. Sherman is no longer serving as Company’s President and Chief Executive Officer. If Mr. Weber becomes eligible, his eligibility shall automatically end and discontinue notwithstanding any terms set forth in the Severance Plan to the contrary, without any severance payment or other obligation owed to him, on August 1, 2022. During any period that Mr. Weber is eligible to participate in the Severance Plan, his eligibility shall be as a Tier I Executive. Mr. Weber is not eligible to participate in the Company’s General Severance Pay Plan at any time.

A copy of the Company’s press release announcing the appointment of Mr. Weber is attached hereto as Exhibit 99.1 and the information contained therein is incorporated herein by reference.

(e)    In connection with Mr. Miceli’s new role, the Company and Mr. Miceli executed an employment offer letter (“the Miceli Employment Letter”) setting forth the terms of Mr. Miceli’s employment in his new position. The following summary is qualified in its entirety by reference to the full and complete terms of the Miceli Employment Letter, which is attached as Exhibit 10.2 to this Current Report on Form 8-K, and which is incorporated herein by reference. The material economic terms of Mr. Miceli’s compensation in his new role, included in the Miceli Employment Letter, are summarized below:
    
•
Annual Base Salary : Mr. Miceli will continue to receive his current annual base salary of $291,748.





•
Annual Cash Incentive Bonus : Mr. Miceli will be eligible for an annual cash incentive bonus equal to 40% of his annual base salary at target and capped at 80% of his annual base salary, calculated and paid according to the Company’s Short-Term Incentive Bonus Plan, prorated for 2018 based on the effective date of his new position.

•
Long-Term Incentive Bonus : Subject to the approval of the CBC, Mr. Miceli will be eligible to receive an annual long-term equity incentive compensation award in 2018 with a target value of approximately $125,000.

All other economic terms of Mr. Miceli’s employment will remain as in effect prior to his change in position.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
 
 
10.1
 
10.2
 
99.1




Exhibit Index






 
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
FEDERAL SIGNAL CORPORATION
 
 
 
Dated: December 19, 2017
By:
/s/ Daniel A. DuPré
 
 
Daniel A. DuPré, Vice President, General Counsel and Secretary
 



EXHIBIT 10.1 December 15, 2017 By Email Delivery Mr. Mark D. Weber 437 S. Stough Street Hinsdale, Illinois 60521 Re: Offer of Employment Dear Mark: On behalf of Federal Signal Corporation (the “Company”), it is with great pleasure that I present you with the following offer of employment in the position of Chief Operating Officer (“COO”) reporting to me. We look forward to the addition of your expertise to our executive leadership team. The precise terms of our offer are as follows: 1) Start Date: Your start date is to be January 15, 2018 or as mutually agreed upon. 2) Base Salary: Your base salary will be $450,000 per year, less taxes and withholdings, and will be paid on a semi- monthly basis. You will be considered for an annual merit-based salary increase in March of 2019. 3) Annual Cash Incentive Bonus: Provided you agree to the enclosed Terms of Employment Agreement, for calendar year 2018 you are eligible to earn a cash incentive bonus through our Short-Term Incentive Bonus Plan (“STIP”) in accordance with its terms. Our STIP is designed to reward and motivate outstanding performance and is based on achievement of annual Company and individual objectives. Your target bonus under the STIP is 65% of your base salary with a maximum bonus opportunity of 130% of your base salary. Any bonus earned with respect to 2018 will be subject to pro-ration based on your start date. Your eligibility for an annual cash incentive bonus opportunity in subsequent calendar years will be communicated to you in writing when such determinations are made by the Company’s Compensation and Benefits Committee (the “CBC”). As currently structured: (i) 70% of the bonus opportunity is based on the financial performance of the Company; and (ii) 30% of the bonus opportunity is based on your attainment of individual objectives. In addition to satisfying Company and individual objectives, you must be employed by the Company on the date bonuses are paid to earn a bonus. Bonus payments are subject to the approval of the executive team and the CBC and generally occur in March of the calendar year following the calendar year to which the bonus applies. 4) Long-Term Equity Incentives: In 2018, you may be eligible to receive a long-term equity incentive award with a grant date value at target of $500,000. As currently structured, your award will be comprised 50% of performance share units (“PSUs”), 25% of non-qualified stock options (“NQSOs”), and 25% of time-based restricted stock (“RSAs”). PSUs are currently tied to a 3-year performance period and, if earned, vest at the end of the performance period. Depending on performance, PSUs may be earned anywhere between 0% and 200% of target. NQSOs currently vest ratably over a 3-year period and RSAs cliff vest at the end of a 3-year period. Your eligibility for equity incentive awards in subsequent calendar years shall be determined by and in the discretion of the CBC.

 
Mr. Mark D. Weber December 15, 2017 Page 2 To receive these equity incentive awards, you must execute a Non-Competition, Non-Solicitation & Confidentiality Agreement (the “Equity Non-Compete”) and award agreements which, together with the applicable plan document, contain the precise terms and conditions of your awards. Your award agreements, along with the Equity Non-Compete, will be presented to you during the Company’s annual grant cycle. In the event of your retirement, as determined by the CBC and subject to the terms of your award agreements and applicable plan document, your equity awards may be eligible for accelerated vesting and/or extension of your option exercise period. When analyzing a retirement, the CBC applies “good leaver” criteria as part of its analysis. At present, the criteria include: (a) whether the executive: (i) remained employed in good standing with the Company through his/her retirement date; (ii) provided reasonable written notice to the Company of his/her intention to retire of no less than twelve (12) weeks; (iii) materially breached any statutory, contractual, or common law duties owed to Company or any material Company policy, including but not limited to post-employment non-competition, nonsolicitation and confidentiality obligations; and (iv) failed in good faith to provide to and perform for Company all reasonably requested duties and responsibilities in connection with the transition of executive’s duties and responsibilities; and (b) the financial status of the Company, Company performance, Company stock performance, and, where appropriate, input from Company management. Please know and understand that nothing in this offer letter constitutes a promise or guarantee of any treatment or analysis with respect to your equity awards upon your retirement. Further, incentive plans, equity and cash as referenced above, may be discontinued or modified in the Company’s discretion, subject to the terms of any existing award agreements and applicable plan documents. 5) Stock Ownership Guidelines/ Insider Trading: Based on your position, you are subject to our stock ownership guidelines (“SOGs”) and your ability to trade in Company stock is regulated by our Insider Trading Policy and applicable law. Copies of our current SOGs and Insider Trading Policy, which may be amended from time-to- time in the Company’s, are enclosed herein. 6) Car Allowance: You will receive a monthly car allowance in the amount of $950 in accordance with Company policy. 7) Paid Time Off: a. Vacation. You will accrue paid vacation days at the rate of 1.67 vacation days per month worked, up to a maximum of 20 vacation days in a calendar year for your use in that same year of accrual. Vacation days may be taken before they are earned, subject to your agreement to re-pay the Company should your employment end with a negative vacation balance. At the end of a calendar year, earned but unused vacation days are forfeited, are not compensable, and do not carry over. The Company encourages you to use all your vacation days. Vacation entitlement and accrual rates are subject to modification in the discretion of the Company. b. Holidays. The Company recognizes eight (8) paid holidays, subject to change in the Company’s discretion. c. Personal Days. You will be entitled to three (3) paid personal days for your use in the 2018. In subsequent years, personal day entitlement will be in accordance with then-applicable Company policy. Unused personal days at the end of a calendar year do not carry-over, are forfeited, and are not compensable.

 
Mr. Mark D. Weber December 15, 2017 Page 3 8) Benefits: Subject to individual plan requirements, you will be eligible to participate in the Company’s group health and welfare benefit programs on the first day of the month after your start date. Coverage options are outlined in the enclosed Benefits Summary Sheet. With the exception of our Retirement Savings Plan (the “401(k) plan”) in which you will be enrolled as soon as administratively feasible following your start date, you must enroll in all benefit plans available to you within 30 days of start date or you will waive coverage until the next open enrollment period. You may also be eligible to participate in the non-qualified Federal Signal Corporation Savings Restoration Plan (“SRP”) beginning in 2018. Your prior years of service to the Company will be included in any applicable 401(k) and/or SRP Company contribution determination. Benefit plans may be discontinued or modified in the Company’s discretion. Benefit plan eligibility and participation is determined by applicable plan documents which control in the event of any discrepancy between this offer letter or the enclosed Benefits Summary Sheet. 9) Severance: The Company currently maintains an Executive General Severance Plan (“Severance Plan”), a copy of which is enclosed. As discussed and agreed, and as determined by the CBC, you agree that you are not eligible to participate in the Severance Plan, unless and until both of the following pre-conditions are satisfied: (i) you have worked for the Company as our COO for a period of one (1) year from your 2018 start date; and (ii) the undersigned is no longer serving the Company as its Chief Executive Officer. Moreover, if you do become eligible, you agree that your eligibility shall automatically end and discontinue notwithstanding any terms set forth in the Severance Plan to the contrary, without any severance payment or other obligation owed to you, on August 1, 2022. During any period that you are eligible to participate in the Severance Plan, your eligibility shall be as a Tier I Executive. The Company reserves the right to modify or discontinue the Severance Plan, and/or your Tier I level of eligibility (if any), in its discretion. The Company also maintains a General Severance Pay Plan for lower-level employees. For the avoidance of any doubt, you agree that you will not participate in, nor at any time be eligible to participate in, and hereby waive any and all rights of eligibility and participation in, the General Severance Pay Plan at any time. 10) Executive Change-in-Control Severance Agreement: You are being offered the opportunity to enter into the enclosed Tier 1 Executive Change-in-Control Severance Agreement (“CIC Agreement”) with the Company. To accept this opportunity, you must return a signed CIC Agreement along with a signed copy of this offer letter. 11) Employment Eligibility Verification: The Immigration Reform and Control Act of 1986 requires employers to ensure all new employees are eligible to work in the United States. As such, new employees must present proof of employment eligibility within 3 days of employment. Please review the enclosed list of acceptable documents and plan to provide one item from list A, OR one item from list B AND list C. You should be prepared to provide your original documentation on your first day of employment with the Company. This offer is for at-will employment. This means that either you or the Company may choose to end the employment relationship at any time with or without cause, for any lawful reason or for no reason. This offer is not, nor shall it be construed to be, a guarantee or promise of employment for any specified or set period. This offer of employment, together with STIP participation and other consideration herein provided, is expressly conditioned upon you signing and adhering to the enclosed Terms of Employment Agreement which includes post- employment obligations owed by you to the Company. This offer also is contingent upon you successfully passing a background check and drug screen.

 
Mr. Mark D. Weber December 15, 2017 Page 4 Mark, we hope you will accept this offer and we look forward to you joining our team. To accept this offer, please execute and return to me this offer letter and the enclosed Terms of Employment Agreement and CIC Agreement, on or before December 15, 2017. If you have any questions about this offer, please call me at 630-954-2000. Best regards, /s/ Jennifer L. Sherman Jennifer L. Sherman President and Chief Executive Officer Enclosures: Terms of Employment Agreement, SOGs, Insider Trading Policy, Benefits Summary Sheet, Severance Plan, CIC Agreement, List of Acceptable Documents Acceptance: I accept the offer set forth above and agree to all its terms. I further represent and warrant that there were no promises or guarantees made to me that are not contained in this offer letter. /s/ Mark D. Weber 12/15/2017___________________ Mark Weber Date

 
EXHIBIT 10.2 December 16, 2017 By E-Mail Mr. Samuel E. Miceli 2312 Oakwood Lane Marseilles, IL 61341 Re: Change of Employment Dear Sam: You requested to return to your former role of Vice President and General Manager, Vactor Manufacturing, Inc. (“Vactor”). Vactor presents you with the following offer of employment in this role, reporting to Federal Signal Corporation’s, Senior Vice President – Chief Operating Officer, Mark Weber. If you accept, your new position and terms will become effective on January 15, 2018. 1. Base Salary: Your base salary will continue to be $291,748 per year, less taxes and withholdings, to be paid on a semi- monthly basis. You may be considered for a merit-based annual salary increase in March 2020. 2. Annual Cash Incentive Bonus: For calendar year 2018, you are eligible to earn a cash incentive bonus through our Short-Term Incentive Bonus Plan (“STIP”) in accordance with its terms. Your target bonus under the STIP is 40% of your base salary with a maximum bonus opportunity of 80% of your base salary. Your eligibility for an annual cash incentive bonus opportunity in subsequent calendar years will be communicated to you in writing when such determinations are made by the Company’s Compensation and Benefits Committee (the “CBC”). As currently structured: (i) 70% of the bonus opportunity is based on the financial performance of the Company; and (ii) 30% of the bonus opportunity is based on your attainment of individual objectives. In addition to satisfying Company and individual objectives, you must be employed by the Company on the date bonuses are paid to earn a bonus. Bonus payments are subject to the approval of the executive team and the CBC and generally occur in March of the calendar year following the calendar year to which the bonus applies. 3. Long-Term Incentives: In 2018, you may be eligible to receive a long-term equity incentive award with a grant date value at target of $125,000. As currently structured, your award will be comprised 33% of performance share units (“PSUs”), 33% of non-qualified stock options (“NQSOs”), and 33% of time-based restricted stock (“RSAs”). PSUs are currently tied to a 3-year performance period and, if earned, vest at the end of the performance period. Depending on performance, PSUs may be earned anywhere between 0% and 200% of target. NQSOs currently vest ratably over a 3-year period and RSAs cliff vest at the end of a 3-year period. Your award agreements will be presented to you during the Company’s annual grant cycle. Your eligibility for equity incentive awards in subsequent calendar years shall be determined by and in the discretion of the CBC. 4. Stock Ownership Guidelines/ Insider Trading: Based on your position, you remain subject to our stock ownership guidelines and your ability to trade in Company stock is regulated by our Insider Trading Policy and applicable law, as the same may be amended from time-to-time.

 
Mr. Samuel E. Miceli December 16, 2017 Page 2 5. Section 16 Officer Status: In your new role, you will no longer be considered an “executive officer” of the Federal Signal Corporation for purposes of Section 16(a) of the Securities Act of 1933, as amended (“Section 16 Officer”). As a former Section 16 Officer, you remain subject to Section 16 Officer “short-swing profit rules” for trades in Company stock made within six (6) months of the time you ceased being a Section 16 Officer with respect to trades made while you were a Section 16 Officer. 6. Car Allowance: You will continue to receive a monthly car allowance in the amount of $750 in accordance with Company policy. 7. Vacation Time: Your entitlement and accrual will remain unchanged. 8. Benefits: You will continue to be eligible to participate in the Company benefits programs subject to the terms and conditions of the applicable plan documents. 9. Severance: The Company currently maintains an Executive General Severance Pay Plan (“Severance Plan”) and you currently are eligible to participate in the same as a Tier II Executive. Your Tier II Executive participation in the Severance Plan remains unchanged at this time. 10. Change-in-Control Severance Agreement: You are currently party to a Tier II Change-in-Control Severance Agreement (the “CIC Agreement”). The CIC Agreement shall remain in effect in accordance with its terms. Should you decide to accept this offer, your employment will continue to be considered employment “at will.” This means that either you or the Company may choose to end the employment relationship at any time with or without cause, for any lawful reason or for no reason. This offer is not, nor shall it be construed to be, a guarantee or promise of employment for any specified or set period of time. To accept this offer, please sign and date this letter in the space below and return it to me. If you have any questions about this offer, please call me at (630) 954-2000. Best regards, /s/ Jennifer L. Sherman Jennifer L. Sherman President and Chief Executive Officer Federal Signal Corporation Acceptance: I accept this offer as described above and represent and warrant that there are no promises or guarantees that have been made to me that are not contained in this letter. /s/ Samuel Miceli 12/18/2017 _ Samuel Miceli Date

 
FEDERAL SIGNAL APPOINTS MARK D. WEBER AS SENIOR VICE PRESIDENT AND CHIEF OPERATING OFFICER Oak Brook, Illinois, December 18, 2017 — Federal Signal Corporation (NYSE: FSS) (the “Company”), a leader in environmental and safety solutions, today announced that its Board of Directors has appointed Mark D. Weber as the Company’s Chief Operating Officer, effective January 15, 2018. Mr. Weber, former President and CEO of Supreme Industries, Inc. (NYSE: STS) (“Supreme”), has more than 30 years of experience leading industrial manufacturing teams and organizations. “Mark is a seasoned and trusted leader who consistently delivers results. He is uniquely qualified to drive strategic priorities and accountability within Federal Signal, and possesses a laser-focus on operational excellence,” said Jennifer L. Sherman, President and CEO. “I am confident in his ability to align our growth aspirations with industry-leading operational practices to drive and extend the Company’s market leadership.” Mr. Weber rejoins Federal Signal after 4 years at Supreme, where he led the successful operational and strategic turnaround of the business. Under his leadership, Supreme’s revenues grew at a compound annual growth rate of approximately 6%, and operating margins improved by over 300 basis points. Earlier this year, Supreme was sold to Wabash National Corporation (NYSE: WNC) for $21.00 per share, a significant improvement from $4.27 per share when Mr. Weber took over as CEO. Prior to joining Supreme, Mr. Weber worked for 17 years as an executive at Federal Signal, including a decade as President of the Environmental Solutions Group. During his tenure at Federal Signal, he was instrumental in deploying lean initiatives and ISO quality systems, divesting of non-core assets, and aggressively pursuing expansion into new markets with high-growth potential. Earlier in his career, Mr. Weber worked at Cummins Engine Company, a global leader in the diesel engine market, serving in various roles of increasing responsibility, including operations management and new product development. Mr. Weber holds a Bachelor of Science degree in Mechanical Engineering from Rose Hulman Institute of Technology and a Master of Business Administration degree from Indiana University. “Federal Signal’s strategy has never been more compelling,” said Weber. “I am incredibly energized to rejoin the Company and look forward to leading the teams through its next phase of growth.” Dennis J. Martin, Chairman of the Board of Directors, said, “We are delighted that Mark has rejoined us after a highly successful period running Supreme. We are confident that his deep understanding of manufacturing operations, industry knowledge and strong leadership skills make him the right choice for this role.”

 
About Federal Signal Federal Signal Corporation (NYSE:FSS) provides products and services to protect people and our planet. Founded in 1901, Federal Signal is a leading global designer, manufacturer and supplier of products and total solutions that serve municipal, governmental, industrial and commercial customers. Headquartered in Oak Brook, Ill., with manufacturing facilities worldwide, the Company operates two groups: Environmental Solutions and Safety and Security Systems. For more information on Federal Signal, visit: www.federalsignal.com. “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995. This release contains unaudited financial information and various forward-looking statements as of the date hereof and we undertake no obligation to update these forward-looking statements regardless of new developments or otherwise. Statements in this release that are not historical are forward-looking statements. Such statements are subject to various risks and uncertainties that could cause actual results to vary materially from those stated. Such risks and uncertainties include but are not limited to: economic conditions in various regions; product and price competition; supplier and raw material prices; foreign currency exchange rate changes; interest rate changes; increased legal expenses and litigation results; legal and regulatory developments and other risks and uncertainties described in filings with the Securities and Exchange Commission. Contact: Ian Hudson +1.630.954.2000, ihudson@federalsignal.com # # #