Three new directors recommended by Starboard to be appointed
to Board
AECOM (NYSE:ACM), the world’s premier infrastructure firm, today
announced a governance agreement with Starboard Value LP (together
with its affiliates, “Starboard”), an investment firm and
shareholder of the Company, which provides for the appointment of
three new independent directors recommended by Starboard, including
Starboard Managing Member, Peter A. Feld, to the AECOM Board of
Directors.
Michael S. Burke, AECOM Chairman and CEO, has also notified the
Board that he intends to retire. The Board will initiate a CEO
succession process, with Mr. Burke continuing in his role as
Chairman and CEO until a successor is identified by or prior to
AECOM’s 2020 Annual Meeting of Shareholders.
Under the governance agreement, the size of AECOM’s Board is
expanding to 11 members initially. Peter A. Feld and Robert G. Card
will join the Board immediately, with Jacqueline C. Hinman joining
by December 16, 2019. Directors James H. Fordyce and Linda M.
Griego, who have served on AECOM’s Board since 2006 and 2005,
respectively, have retired.
Additionally, one current director will not stand for
re-election at the Company’s 2020 Annual Meeting expected to be
held in March, ultimately reducing the size of the Board to 10
members.
Current director Steven A. Kandarian will serve as the Board’s
Lead Independent Director. Following the appointment of a new CEO,
the roles of Chairman and CEO will be separated.
“On behalf of the Board, I would like to thank Mike for his
service as CEO and his significant contributions to the Company,”
Mr. Kandarian said. “Through Mike’s stewardship, we have created
substantial value for the Company and our shareholders over the
past year, and we are well-positioned to continue those value
creation initiatives as we move into this next phase for AECOM
following the completion of the sale of our Management Services
business. The Board greatly values and appreciates Mike’s continued
leadership and assistance through a smooth transition.”
Mr. Burke stated, “I am incredibly proud of the record-setting
performance and improved profitability our committed employees
delivered in 2019, and the value we are creating for shareholders.
The company is in a position of strength as we begin this
leadership transition. I look forward to assisting in a robust
succession process to identify AECOM’s next leader – someone who
will build upon a solid platform for new growth and continue to
ensure that our global clients and dedicated employees remain well
served.”
Mr. Burke joined AECOM in 2005 and has served as CEO and a
member of the Company’s Board since 2014. In 2015, Mr. Burke was
appointed Chairman of the Board. During his tenure, Mr. Burke has
led the Company through a period of transformation and growth as
represented by FY19 revenue of $20.2 billion, a 13% increase in
adjusted EBITDA, and $27.5 billion in wins that contributed to $60
billion in total backlog. Most recently, Mr. Burke led the
announced value-enhancing sale of the Company’s Management Services
business in October for $2.405 billion. In the wake of this
progress, AECOM’s stock is trading near its all-time high.
Mr. Feld said, “We are pleased to have reached this constructive
agreement with AECOM. We believe the Company is well positioned as
an industry leader and I look forward to working with my fellow
directors to ensure continued profitable growth, best-in-class
corporate governance, and a focus on shareholder value creation. We
share the Board’s appreciation for Mike’s strong leadership and
continued support of the Company.”
The terms of the governance agreement with Starboard also
include committee appointments, committee leadership roles, and the
formation of a CEO search committee, among other items. As part of
the agreement, Starboard has agreed to customary standstill
provisions and voting commitments.
Additionally, in connection with today’s announcement, AECOM
shareholder Engine Capital has committed to vote its shares in
support of all of AECOM’s director nominees at the 2020 Annual
Meeting.
Arnaud Ajdler, managing partner of Engine, said, “As long-term
shareholders, we are excited about the changes taking place at
AECOM. We believe that the addition of these new independent
directors will benefit AECOM shareholders.”
Additional information about today’s announcement will be
included in a Current Report on Form 8-K to be filed with the U.S.
Securities and Exchange Commission (the “SEC”).
About Peter A. Feld Peter Feld has been a Managing Member
and the Head of Research of Starboard Value LP, a New York-based
investment adviser with a focused and fundamental approach to
investing primarily in publicly traded U.S. companies, since 2011.
Prior to joining Starboard, Mr. Feld served as a Managing Director
of Ramius LLC and a Portfolio Manager of Ramius Value and
Opportunity Master Fund Ltd. from November 2008 to April 2011. He
currently serves as a director of Magellan Health, Inc., a
healthcare company, since March 2019 and NortonLifeLock Inc. (f/k/a
Symantec Corporation), a cybersecurity software and services
company, since September 2018. During the past five years, Mr. Feld
served as a director of Marvell Technology Group Ltd., The Brink’s
Company, Insperity, Inc., and Darden Restaurants, Inc.
About Robert G. Card Robert Card has served as President
of The Card Group LLC, an executive advisory services company,
since October 2015. Prior to that, Mr. Card served as the President
and Chief Executive Officer and as a member of the board of
directors of SNC-Lavalin Group Inc., a Canadian based, 40,000
employee global engineering and construction company, from October
2012 to October 2015. Previously, Mr. Card served as President,
Energy Water and Facilities Divisions of CH2M HILL Companies, Ltd.,
an engineering consulting and design company, from 2004 to 2012 and
as a director from 2005 to 2012; and as the United States Under
Secretary of Energy from 2001 to 2004, where he was responsible for
the DOE business lines of Energy, Science and Environment. He
currently serves as a director of Westinghouse Electric Company
LLC, a US based nuclear power company, since September 2018 and on
the executive advisory board of Longenecker & Associates LLC, a
business consulting group with experience advising clients in the
commercial and defense nuclear sectors, since October 2016. Mr.
Card previously served as a director of Amec Foster Wheeler plc, a
multinational consultancy, engineering and project management
company.
About Jacqueline C. Hinman Jacqueline Hinman is the
former Chairman, President and Chief Executive Officer of CH2M HILL
Companies, Ltd., an engineering and consulting firm focused on
delivering infrastructure, energy, environmental and industrial
solutions for clients and communities around the world. She was
appointed Chairman of CH2M in September 2014, and President and
Chief Executive Officer in January 2014, and served until December
2017 when the firm was acquired by Jacobs Engineering. Prior to
that, Ms. Hinman served in a variety of roles at CH2M, including as
President, International and Infrastructure Divisions from 2005 to
2013, where she oversaw the acquisition of Halcrow Group Limited, a
multinational engineering consultancy company and served as
Halcrow’s Chairman and Chief Executive Officer through 2013. She
also served on CH2M’s board of directors from 2008 through 2017.
Ms. Hinman was previously the Founder and Chief Executive Officer
of Talisman Partners from 1997 until 2001 when the company was
acquired by the Earth Tech Division of Tyco International Ltd.,
where she then served as Senior Vice President, Global Facilities
& Infrastructure until 2003. Ms. Hinman currently serves as a
director of The International Paper Company, a pulp and paper
company, since December 2017 and The Dow Chemical Company, a
multinational chemical corporation, since April 2019.
About AECOM AECOM (NYSE:ACM) is the world’s premier
infrastructure firm, delivering professional services across the
project lifecycle – from planning, design and engineering to
consulting and construction management. We partner with our clients
in the public and private sectors to solve their most complex
challenges and build legacies for generations to come. On projects
spanning transportation, buildings, water, governments, energy and
the environment, our teams are driven by a common purpose to
deliver a better world. AECOM is a Fortune 500 firm with revenue of
approximately $20.2 billion during fiscal year 2019. See how we
deliver what others can only imagine at aecom.com and @AECOM.
About Starboard Value Starboard Value LP is a New
York-based investment adviser with a focused and differentiated
fundamental approach to investing primarily in publicly traded U.S.
companies. Starboard invests in deeply undervalued companies and
actively engages with management teams and boards of directors to
identify and execute on opportunities to unlock value for the
benefit of all shareholders.
Forward Looking Statements All statements in this press
release other than statements of historical fact are
“forward-looking statements” for purposes of federal and state
securities laws.
Although we believe that the expectations reflected in our
forward-looking statements are reasonable, actual results could
differ materially from those projected or assumed in any of our
forward-looking statements.
Important factors that could cause our actual results,
performance and achievements, or industry results to differ
materially from estimates or projections contained in our
forward-looking statements include, but are not limited to, the
following: our business is cyclical and vulnerable to economic
downturns and client spending reductions; long-term government
contracts and subject to uncertainties related to government
contract appropriations; government shutdowns; governmental
agencies may modify, curtail or terminate our contracts; government
contracts are subject to audits and adjustments of contractual
terms; losses under fixed-price contracts; limited control over
operations run through our joint venture entities; liability for
misconduct by our employees or consultants; failure to comply with
business laws and regulations; maintaining adequate surety and
financial capacity; high leveraged and potential inability to
service our debt and guarantees; exposure to Brexit and tariffs;
exposure to political and economic risks in different countries;
currency exchange rate fluctuations; retaining and recruiting key
technical and management personnel; legal claims; inadequate
insurance coverage; environmental law compliance and adequate
nuclear indemnification; unexpected adjustments and cancellations
related to our backlog; partners and third parties who may fail to
satisfy their legal obligations; AECOM Capital real estate
development projects; managing pension cost; cybersecurity issues,
IT outages and data privacy; uncertainties as to the timing and
completion of the proposed sale of our Management Services business
or whether it will be completed and the risk that the expected
benefits of the proposed sale of our Management Services business
or any contingent purchase price will not be realized within the
expected time frame, in full or at all; the risk that costs of
restructuring transactions and other costs incurred in connection
with the proposed sale of our Management Services business will
exceed our estimates or otherwise adversely affect our business or
operations; as well as other additional risks and factors that
could cause actual results to differ materially from our
forward-looking statements set forth in our reports filed with the
SEC. We do not intend, and undertake no obligation, to update any
forward-looking statement.
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version on businesswire.com: https://www.businesswire.com/news/home/20191122005079/en/
Investors: Will Gabrielski Vice President, Investor
Relations 213.593.8208 William.Gabrielski@aecom.com
Media: Brendan Ranson-Walsh Vice President, Global
Communications & Corporate Responsibility 213.996.2367
Brendan.Ranson-Walsh@aecom.com
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