ABM Industries Incorporated filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
ABM Industries Incorporated 2021 Equity and Incentive Compensation Plan (Amended and Restated)
At the Annual Meeting of Stockholders of ABM Industries Incorporated (the “Company” or “ABM”) held on March 26, 2025 (the “Annual Meeting”), the Company’s stockholders approved the ABM Industries Incorporated 2021 Equity and Incentive Compensation Plan (Amended and Restated February 10, 2025) (the “Plan”). Pursuant to such approval, the number of shares of the Company’s common stock authorized for issuance under the Plan was increased by 2,425,000 shares from 3,975,000 to 6,400,000.
Employees of the Company and its subsidiaries, non-employee directors of the Company’s Board of Directors (the “Board”) and certain consultants are eligible to receive grants under the Plan, which awards will generally have a one-year minimum vesting or performance period. The Plan provides for the grant of cash and equity awards, including stock options, appreciation rights, restricted stock, restricted stock units, cash incentives, performance shares and performance units. Management objectives applicable to performance awards may include, without limitation, objectives related to: absolute or relative stockholder return; earnings per share; stock price; return on equity; return on invested capital; net earnings; income from continuing operations; related return ratios; cash flow; net earnings growth; earnings before interest, taxes, depreciation and amortization; gross or operating margins; operating profit; productivity ratios; expense targets; operating efficiency; market share; customer retention and/or satisfaction; safety; diversity; employee recruitment, engagement, retention and/or training; employee satisfaction; environmental performance or goals, working capital targets (including, but not limited to days sales outstanding); sales; return on assets; revenues; decrease in expenses; increase in funds from operations (“FFO”); and increase in FFO per share, any of which may be measured either in absolute terms or as compared to any incremental increase or as compared to results of a peer group.
The Plan also generally provides that no non-employee director may be granted, in any one calendar year, aggregate compensation, in the form of cash and/or equity, for service with an aggregate maximum value of more than $750,000, and limits the number of shares of common stock that may be subject to incentive stock options to 6,400,000.
The foregoing description of the Plan is not complete and is subject to, and qualified in its entirety by reference to, the full text of the Plan, which is included as Exhibit 10.1 hereto and is incorporated herein by reference.
ABM Industries Incorporated 2025 Employee Stock Purchase Plan
At the Annual Meeting, the Company’s stockholders also approved the ABM Industries Incorporated 2025 Employee Stock Purchase Plan (the “ESPP”) and the reservation by the Board of 1,500,000 shares of the Company’s common stock under the ESPP. The ESPP previously had been approved, subject to stockholder approval, by the Board and replaces the Company’s 2004 Employee Stock Purchase Plan.
The ESPP allows eligible employees of the Company and any parent or designated subsidiary to purchase shares of the Company’s common stock, through payroll deductions, at a discount to fair market value of 5% in accordance with the terms and conditions of the ESPP. Unless otherwise determined, each offering period under the ESPP will be three months in duration and the purchase date will be the last day of the offering period. Offering periods may be consecutive with the first offering period commencing on July 1, 2025 and closing on September 30, 2025. Thereafter, a new three-month offering period will commence on each subsequent January 1, April 1, July 1 and October 1, with each such offering period consisting of a single three-month purchase period ending on March 31, June 30, September 30 and December 31, respectively, unless otherwise determined.
The foregoing description of the ESPP is not complete and is subject to, and qualified in its entirety by reference to, the full text of the ESPP, which is included as Exhibit 10.2 hereto and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, ABM’s stockholders voted on the matters outlined in ABM’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on February 14, 2025 (the “Proxy Statement”).
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(1) |
The following persons were elected to serve as directors of ABM by a vote of ABM’s stockholders, each to serve for a term ending at the ABM annual meeting of stockholders in the year 2026 and until his or her successor is duly elected and qualified: Quincy L. Allen, LeighAnne G. Baker, Donald F. Colleran, James D. DeVries, Art A. Garcia, Thomas M. Gartland, Jill M. Golder, Sudhakar Kesavan, Scott Salmirs and Winifred M. Webb. |
Nominee |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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Quincy L. Allen |
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53,856,204 |
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301,022 |
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31,556 |
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3,539,679 |
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LeighAnne G. Baker |
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53,826,553 |
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332,163 |
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30,066 |
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3,539,679 |
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Donald F. Colleran |
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53,851,183 |
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305,815 |
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31,784 |
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3,539,679 |
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James D. DeVries |
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53,701,092 |
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455,193 |
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32,497 |
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3,539,679 |
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Art A. Garcia |
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49,109,857 |
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5,047,596 |
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31,329 |
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3,539,679 |
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Thomas M. Gartland |
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53,555,759 |
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600,997 |
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32,026 |
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3,539,679 |
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Jill M. Golder |
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54,032,087 |
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128,491 |
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28,204 |
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3,539,679 |
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Sudhakar Kesavan |
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53,053,440 |
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1,103,868 |
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31,474 |
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3,539,679 |
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Scott Salmirs |
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54,063,650 |
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91,264 |
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33,868 |
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3,539,679 |
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Winifred M. Webb |
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53,352,111 |
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803,532 |
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33,139 |
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3,539,679 |
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(2) |
The stockholders approved, on an advisory basis, ABM’s executive compensation. |
For |
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Against |
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Abstain |
Broker Non-Votes |
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52,835,901 |
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1,109,237 |
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243,644 |
3,539,679 |
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(3) |
The stockholders ratified the appointment of KPMG LLP as ABM’s independent registered public accounting firm for fiscal year 2025. |
For |
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Against |
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Abstain |
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56,561,086 |
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1,129,798 |
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37,577 |
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(4) |
The stockholders approved the Plan. |
For |
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Against |
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Abstain |
Broker Non-Votes |
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51,092,439 |
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3,056,176 |
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40,167 |
3,539,679 |
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(5) |
The stockholders approved the ESPP. |
For |
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Against |
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Abstain |
Broker Non-Votes |
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54,061,283 |
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104,928 |
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22,571 |
3,539,679 |
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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Exhibit 10.1 |
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Exhibit 10.2 |
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Exhibit 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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ABM INDUSTRIES INCORPORATED |
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Date: |
March 27, 2025 |
By: |
/s/ David R. Goldman |
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David R. Goldman |