FOSTER L B CO — Proxy Solicitation & Information Statement 2019

Apr 11, 2019

DEF 14A 1 fstr-def14a_052319.htm DEF 14A fstr-def14a_052319 Licensed to: Broadridge Financial Soultions, Inc. Document created using EDGARfilings PROfile 5.1.0.0 Copyright 1995 - 2019 Broadridge

L.B. FOSTER COMPANY 415 HOLIDAY DRIVE, SUITE 100 PITTSBURGH, PA 15220-2729 ATTN: INVESTOR RELATIONS VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have the proxy card in hand when accessing the web site and follow the instructions to obtain records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS In order to reduce the costs incurred by our company in mailing proxy materials, shareholders 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 agreement to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have the proxy card in hand when calling and then follow the instructions. VOTE BY MAIL Mark, sign and date the 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: | |
| --- | --- |
| E68768-P22657 | KEEP
THIS PORTION FOR YOUR RECORDS |
| | DETACH AND RETURN THIS PORTION ONLY |
| THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | |

| L.B.
FOSTER COMPANY — The
Board of Directors recommends voting FOR the following: | ☐ | Withhold All — ☐ | For
All Except — ☐ | | |
| --- | --- | --- | --- | --- | --- |
| 1. Election of Directors | | | | | |
| Nominees: | | | | | |
| 01) Robert P. Bauer 05)
Robert S. Purgason | | | | | |
| 02) Lee B. Foster II 06)
William H. Rackoff | | | | | |
| 03) Dirk Jungé 07)
Suzanne B. Rowland | | | | | |
| 04) Diane B. Owen 08)
Bradley S. Vizi | | | | | |
| The Board of Directors recommends voting FOR proposals 2 and 3. | | | For | Against | Abstain |
| 2. Ratify
appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2019. | | | ☐ | ☐ | ☐ |
| 3. Advisory
approval of the compensation paid to the Company's named executive officers in 2018. | | | ☐ | ☐ | ☐ |
| 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 any plan to attend this meeting. | ☐ | ☐ | | | |
| Please
sign exactly as the holder's 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 | |

Bring this admission ticket to the meeting on May 23, 2019. Do not mail.

This admission ticket admits the holder to the meeting. Persons will not be let into the meeting without an admission ticket or other proof of stock ownership as of March 21, 2019, the record date.

ADMISSION TICKET L.B. FOSTER COMPANY

2019 Annual Meeting of Shareholders May 23, 2019 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 23, 2019:

The proxy statement and 2018 Annual Report to Shareholders are available at www.proxyvote.com .

| E68769-P22657 |
| --- |
| ANNUAL
MEETING OF SHAREHOLDERS |
| May
23, 2019 |
| THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS |
| The shareholder(s) hereby appoint(s) Lee B. Foster II and Robert
P. Bauer, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) 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) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 8:30 AM, Eastern Daylight Time on May
23, 2019, 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 AND 3. |
| PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED REPLY ENVELOPE |