FOSTER L B CO — Proxy Solicitation & Information Statement 2018

Apr 12, 2018

DEF 14A 1 bp02021x1_def14a.htm DEF 14A fstr-def14a_052418 Licensed to: Summit Financial Printing Document created using EDGARfilings PROfile 4.3.3.3 Copyright 1995 - 2018 Broadridge

L.B. FOSTER COMPANY 415 HOLIDAY DRIVE PITTSBURGH, PA 15220-2729 ATTN: INVESTOR RELATIONS VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on 05/23/2018 for shares held directly and by 11:59 P.M. ET on 05/21/2018 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on 05/23/2018 for shares held directly and by 11:59 P.M. ET on 05/21/2018 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
	KEEP THIS PORTION FOR YOUR RECORDS
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.	DETACH AND RETURN THIS PORTION ONLY

The Board of Directors recommends you vote FOR the following:		☐	Withhold All — ☐	For All Except — ☐
1.	Election of Directors
	Nominees
01	Robert P. Bauer	02 Lee B. Foster II	03 Dirk Jungé	04 Diane B. Owen 05 Robert S. Purgason
06	William H. Rackoff	07 Suzanne B. Rowland	08 Bradley S. Vizi
The Board of Directors recommends you vote FOR proposals 2, 3 and 4.					For	Against	Abstain
2.	Ratify appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2018.				☐	☐	☐
3.	Advisory approval of the compensation paid to the Company’s named executive officers in 2017.				☐	☐	☐
4.	Approval of the 2006 Omnibus Incentive Compensation Plan (as Amended and Restated).				☐	☐	☐
NOTE: The proxies are also authorized to vote, in their discretion, upon such other business as may properly come before the meeting or any adjournment thereof.
		Yes	No
Please indicate if you plan to attend this meeting		☐	☐
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
Signature [PLEASE SIGN WITHIN BOX]		Date		Signature (Joint Owners)	Date

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Bring this admission ticket with you to the meeting on May 24, 2018. Do not mail.

This admission ticket admits you to the meeting. You will not be let into the meeting without an admission ticket

Or

Other proof of stock ownership as of March 22, 2018, the record date.

ADMISSION TICKET

L.B. FOSTER COMPANY

2018 Annual Meeting of Shareholders

May 24, 2018

8:30 A.M. Eastern Daylight Time

DUQUESNE CLUB

325 Sixth Avenue

Pittsburgh, PA 15222

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be

Held on May 24, 2018:

The Proxy Statement and 2017 Annual Report to Shareholders are available at www.proxyvote.com

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, 2017 Annual Report is/are available at www.proxyvote.com .

ANNUAL MEETING OF SHAREHOLDERS
May 24, 2018
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The shareholder(s) hereby appoint Lee B. Foster II and Robert P. Bauer, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of L. B. Foster Company that the shareholder(s) are entitled to vote at the Annual Meeting of Shareholders to be held at 8:30 AM, Eastern Daylight Time on May 24, 2018, at the Duquesne Club, 325 Sixth Avenue, Pittsburgh, PA 15222, and any adjournment or postponement thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED “FOR” THE ELECTION OF ALL NOMINEES LISTED ON THE REVERSE SIDE TO THE BOARD OF DIRECTORS AND “FOR” PROPOSALS 2, 3, AND 4.
PLEASE MARK, SIGN, DATE AND RETURN THIS CARD USING THE ENCLOSED REPLY ENVELOPE

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