ABM Industries Files 8-K for Corporate Updates

TL;DR

ABM filed an 8-K for corporate housekeeping - bylaws, shareholder votes, and financials.

AI Summary

On March 27, 2024, ABM Industries Inc. filed an 8-K report. The filing primarily concerns amendments to its Articles of Incorporation or Bylaws, submission of matters to a vote of security holders, and financial statements and exhibits. No specific financial figures or significant corporate actions were detailed in the provided excerpt.

Why It Matters

This filing indicates routine corporate governance and administrative updates for ABM Industries, which may include changes to bylaws or shareholder votes.

Risk Assessment

Risk Level: low — The filing appears to be routine corporate administrative and governance updates, not indicating immediate financial distress or significant strategic shifts.

Key Players & Entities

• ABM INDUSTRIES INC (company) — Registrant
• Delaware (jurisdiction) — State of Incorporation
• 0000771497 (company_id) — Central Index Key
• 941369354 (tax_id) — IRS Employer Identification No.
• One Liberty Plaza (address) — Business Address

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value ABM The New York Stock Ex

Filing Documents

• abm-20240327.htm (8-K) — 87KB
• abm-ex3_1.htm (EX-3.1) — 355KB
• abm-ex3_2.htm (EX-3.2) — 382KB
• 0000950170-24-037283.txt ( ) — 1056KB
• abm-20240327.xsd (EX-101.SCH) — 25KB
• abm-20240327_htm.xml (XML) — 5KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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: revise and clarify the scope of certain procedures and disclosure requirements set forth in the advance notice bylaw provisions for director nominations made and business proposals submitted by stockholders (other than proposals submitted pursuant to Rule 14a-8 under the Exchange Act); establish that the size of the Board may be fixed by resolution of the Board without regard to the previously specified range of eight to twelve directors; establish that special meetings of the Board may be called by the Chairman of the Board, the President or a majority of the full Board (rather than by the Chairman of the Board, the President or any two directors); and make certain administrative, modernizing, clarifying and conforming changes. 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.

07 Submission of Matters to a Vote of Security Holders

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"). (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 For Against Abstain Broker Non-Votes Quincy L. Allen 52,931,270 385,901 42,366 4,440,311 LeighAnne G. Baker 52,962,476 364,533 32,528 4,440,311 Donald F. Colleran 53,130,574 196,508 32,455 4,440,311 James D. DeVries 52,948,192 378,712 32,633 4,440,311 Art A. Garcia 47,970,342 5,346,640 42,555 4,440,311 Thomas M. Gartland 51,007,174 2,319,163 33,200 4,440,311 Jill M. Golder 52,961,230 367,200 31,107 4,440,311 Sudhakar Kesavan 52,267,731 1,060,642 31,164 4,440,311 Scott Salmirs 53,122,107 204,576 32,854 4,440,311 Winifred M. Webb 52,447,615 878,724 33,198 4,440,311 (2) The stockholders approved, on an advisory basis, ABM's executive compensation. For Against Abstain Broker Non-Votes 52,726,662 425,787 207,088 4,440,311 (3) The stockholders ratified the appointment of KPMG LLP as ABM's independent registered public accounting firm for fiscal year 2024. For Against Abstain 56,578,436 1,020,184 201,228

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description Exhibit 3.1 ABM Industries Incorporated Amended and Restated Bylaws effective March 27, 2024 Exhibit 3.2 ABM Industries Incorporated Amended and Restated Bylaws (marked to show amendments effective as of March 27, 2024) Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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. Date: March 27, 2024 By: /s/ Andrea R. Newborn Andrea R. Newborn Executive Vice President, General Counsel and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR