Current Report Filing (8-k)
September 09 2019 - 4:45PM
Edgar (US Regulatory)
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0000771497
2019-09-03
2019-09-04
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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): September 4, 2019
ABM Industries Incorporated
(Exact name of registrant
as specified in its charter)
Delaware
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1-8929
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94-1369354
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(State or other jurisdiction
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(Commission File
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(IRS Employer
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of incorporation)
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Number)
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Identification No.)
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One Liberty
Plaza, 7th Floor
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New York, New York
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10006
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
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(212) 297-0200
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N/A
(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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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ABM
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New York Stock Exchange
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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).
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¨
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Emerging growth company
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¨
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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.
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On September 4, 2019, the Board of Directors
(the “Board”) of ABM Industries Incorporated (the “Company” or “ABM”), acting upon the recommendation
of its Governance Committee, increased the number of directors on the Board from nine to ten and elected Jill M. Golder as a member
of the Board effective immediately to fill the vacancy created thereby. Ms. Golder has been named to the class of directors that
has its term expiring at the 2021 Annual Meeting of Stockholders. Additionally, Ms. Golder has been appointed to the Audit Committee
of the Board.
As a non-employee director, Ms. Golder
will participate in the standard non-employee director compensation arrangements described beginning on page 13 of the Company’s
definitive proxy statement filed with the Securities and Exchange Commission on February 13, 2019. In addition, the Company intends
to enter into its standard form of indemnification agreement with Ms. Golder.
A copy of the press release announcing
the election of Ms. Golder as a director is attached hereto as Exhibit 99.1.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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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Dated:
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September 9, 2019
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By:
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/s/ Andrea R. Newborn
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Andrea R. Newborn
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Executive Vice President, General
Counsel and Secretary
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