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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(Exact name of Registrant as Specified in Its Charter)
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(Former Name or Former Address, if Changed Since Last Report)
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 27, 2024, the Board of Directors (the “Board”) of ABM Industries Incorporated (“ABM” or the “Company”) approved the ABM Industries Incorporated Amended and Restated Bylaws, effective as of such date (the “Amended and Restated Bylaws”). Among other changes, the Amended and Restated Bylaws:
The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws. The Amended and Restated Bylaws and a copy of the Amended and Restated Bylaws marked to show changes from the previous bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Stockholders of the Company held on March 27, 2024 (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 15, 2024 (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 2025 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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52,931,270 |
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385,901 |
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42,366 |
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4,440,311 |
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LeighAnne G. Baker |
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52,962,476 |
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364,533 |
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32,528 |
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4,440,311 |
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Donald F. Colleran |
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53,130,574 |
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196,508 |
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32,455 |
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4,440,311 |
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James D. DeVries |
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52,948,192 |
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378,712 |
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32,633 |
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4,440,311 |
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Art A. Garcia |
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47,970,342 |
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5,346,640 |
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42,555 |
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4,440,311 |
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Thomas M. Gartland |
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51,007,174 |
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2,319,163 |
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33,200 |
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4,440,311 |
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Jill M. Golder |
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52,961,230 |
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367,200 |
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31,107 |
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4,440,311 |
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Sudhakar Kesavan |
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52,267,731 |
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1,060,642 |
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31,164 |
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4,440,311 |
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Scott Salmirs |
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53,122,107 |
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204,576 |
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32,854 |
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4,440,311 |
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Winifred M. Webb |
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52,447,615 |
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878,724 |
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33,198 |
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4,440,311 |
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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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52,726,662 |
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425,787 |
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207,088 |
4,440,311 |
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(3) |
The stockholders ratified the appointment of KPMG LLP as ABM’s independent registered public accounting firm for fiscal year 2024. |
For |
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Against |
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Abstain |
56,578,436 |
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1,020,184 |
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201,228 |
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 3.1 |
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ABM Industries Incorporated Amended and Restated Bylaws effective March 27, 2024 |
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Exhibit 3.2 |
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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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Date: |
March 27, 2024 |
By: |
/s/ Andrea R. Newborn |
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Andrea R. Newborn |