ABM Industries Inc. DEF 14A Filing

TL;DR

<b>ABM Industries Inc. filed a Definitive Proxy Statement (DEF 14A) on February 15, 2024.</b>

AI Summary

ABM INDUSTRIES INC /DE/ (ABM) filed a Proxy Statement (DEF 14A) with the SEC on February 15, 2024. Filing type: DEF 14A (Definitive Proxy Statement). Filing date: 2024-02-15. Reporting period: 2024-02-15. Company name: ABM INDUSTRIES INC /DE/. IRS Number: 941369354.

Why It Matters

For investors and stakeholders tracking ABM INDUSTRIES INC /DE/, this filing contains several important signals. This filing is a standard proxy statement, indicating it contains information for shareholders regarding upcoming meetings, executive compensation, and other corporate governance matters. The filing details various financial components related to equity awards and pension benefits for the fiscal years ending October 31, 2020, 2021, 2022, and 2023.

Risk Assessment

Risk Level: low — ABM INDUSTRIES INC /DE/ shows low risk based on this filing. The filing is a routine DEF 14A, providing standard disclosures without immediate financial performance indicators, thus posing low immediate risk.

Analyst Insight

Review the executive compensation and shareholder proposal sections for insights into management incentives and corporate governance changes.

Key Numbers

• 2024-02-15 — Filing Date (DEF 14A filing date)
• 2024-02-15 — Reporting Period (Conformed Period of Report)
• 1031 — Fiscal Year End (ABM Industries Inc. fiscal year end)
• 001-08929 — SEC File Number (ABM Industries Inc. SEC File Number)
• 24643294 — Film Number (SEC Film Number)

Key Players & Entities

• ABM INDUSTRIES INC /DE/ (company) — Filer
• 0000771497 (company) — Central Index Key
• 941369354 (company) — IRS Number
• DE (company) — State of Incorporation
• 212 297-0200 (company) — Business Phone
• 19950110 (date) — Date of name change from FORMER COMPANY
• 19920703 (date) — Date of name change from FORMER COMPANY
• 2024-02-15 (date) — Filing Date

FAQ

Industry Context

ABM Industries operates in the services sector, specifically focusing on building maintenance and related services.

Regulatory Implications

This filing is a DEF 14A, a standard disclosure document required by the SEC for public companies.

What Investors Should Do

1. Analyze the compensation details for named executive officers.
2. Review any shareholder proposals and management's recommendations.
3. Examine the board of directors' structure and independence.

Key Dates

• 2024-02-15: Filing Date — Definitive Proxy Statement (DEF 14A) filed.

Year-Over-Year Comparison

This is the initial filing provided for analysis; no prior filing data is available for comparison.

Key Financial Figures

• $8.1 b — 2023, the Company grew revenue 3.7% to $8.1 billion, through a mix of solid organic g
• $251.3 m — ired in 2022. We posted net income of $251.3 million, up 9.1% over the prior year. Adj
• $529.1 million — ver the prior year. Adjusted EBITDA was $529.1 million (1) and full-year adjusted EBITDA margi
• $243.3 million — d full year 2023 operating cash flow of $243.3 million and free cash flow of $190.7 million (1
• $190.7 million — of $243.3 million and free cash flow of $190.7 million (1) . Our strong performance reflects o
• $137.1 m — tock in fiscal 2023 for a total cost of $137.1 million, reducing our outstanding share c
• $150 million — end, our Board of Directors approved a $150 million expansion of our existing share repurch
• $0.225 — ncreased our quarterly dividend 2.3% to $0.225 per share. This increase represents ano

Filing Documents

• abm-20240215.htm (DEF 14A) — 1795KB
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• 0000950170-24-015764.txt (&nbsp;) — 159703KB
• abm-20240215.xsd (EX-101.SCH) — 44KB
• abm-20240215_htm.xml (XML) — 260KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 18 PROPOSAL 2–ADVISORY APPROVAL OF OUR EXECUTIVE COMPENSATION 19 COMPENSATION DISCUSSION AND ANALYSIS 20 Our Compensation Philosophy and Practices 20 How We Compensated Our NEOs in 2023 25 Other Compensation and Governance-Related Matters 32 Compensation Committee Report 34 Additional Information About Executive Compensation 35 2023, 2022 and 2021 Summary Compensation Table 35 Grants of Plan-Based Awards During Fiscal Year 2023 36 Outstanding Equity Awards at 2023 Fiscal Year-End 37 Option Exercises and Stock Vested in Fiscal Year 2023 38 Nonqualified Deferred Compensation in Fiscal Year 2023 38 Potential Post-Employment Payments 39 2023 CEO Pay Ratio 42 Pay Versus Performance 43 AUDIT MATTERS 47 PROPOSAL 3–RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER 31, 2024 48 AUDIT-RELATED MATTERS 49 Audit Committee Report 49 Principal Accounting Firm Fees and Services 50 Policy on Preapproval of Independent Registered Public Accounting Firm Services 50 GENERAL INFORMATION 51 Certain Relationships and Transactions with Related Persons 52 Delinquent Section 16(a) Reports 52 Equity Compensation Plan Information 53

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners 53

Security Ownership of Directors and Executive Officers

Security Ownership of Directors and Executive Officers 54 Questions and Answers About the Proxy Materials and the Annual Meeting 56 Other Business 60 Submission of Stockholder Proposals for 2025 Annual Meeting 61 Appendix A–Calculations of Non-GAAP Financial Measures (Unaudited) A- 1 Note About Forward-Looking Statements This Proxy Statement contains both historical and forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. We make forward-looking statements related to future expectations, estimates, and projections that are uncertain and often contain words such as "anticipate," "believe," "could," "estimate," "expect," "forecast," "intend," "likely," "may," "outlook," "plan," "predict," "should," "target," or other similar words or phrases. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and assumptions that are difficult to predict. Factors that might cause such differences include, but are not limited to, those discussed in Part 1 of ABM's Annual Report on Form 10-K for the fiscal year ended October 31, 2023 under Item 1A., "Risk Factors," and we urge readers to consider these risks and uncertainties in evaluating our forward-looking statements. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. PROXY STATEMENT We are providing the enclosed proxy materials to you in connection with the solicitation by the board of directors (the "Board") of ABM Industries Incorporated ("ABM" or the "Company") of proxies to be voted at the Annual Meeting of Stockholders to be held on Wednesday, March 27, 2024 (the "Annual Meeting"). We began making our pro

EXECUTIVE COMPENSATION HIGHLIGHTS

EXECUTIVE COMPENSATION HIGHLIGHTS Our Compensation Practices What We Do Design Compensation Programs to Pay for Performance Use Equity Awards for Long-Term Incentive and Retention Maintain a Clawback Policy Utilize Short-Term and Long-Term Performance-Based Incentives/Measures Ensure rigorous and fair goals are established annually under both our annual and long-term incentive plans Use an Independent Compensation Consultant Require Significant Share Ownership and Retention by Executive Officers Limit Perquisites Use Double-Trigger Change-in-Control Arrangements Hold Annual Say-on-Pay Vote What We Don't Do No Fixed-Term Employment Agreements No Gross-Ups for Taxes No Repricing of Stock Options No Mid-cycle Adjustments to Performance Metrics No Hedging and Pledging of ABM Stock Our Executive Compensation Programs In fiscal year 2023, our compensation programs continued to reflect the compensation philosophy established by our Compensation Committee – one that is intended to align our executives' compensation with our strategic goals, and motivate and retain executives who are critical to our future success and long-term performance. Key features of our compensation philosophy include: Performance-Based – Tie significant portions of compensation to performance metrics that align to our short-term and long-term business goals; Align with Stockholder Interests – Align each executive's interests with stockholders' interests by requiring significant stock ownership and paying a significant portion of compensation in equity subject to performance conditions and multi-year vesting requirements; and Market Competitiveness – Attract and retain key executives who possess the capability to lead the business forward by providing innovative and effective service to our clients and customers. Elements of Total Direct Compensation: Base Salary – Fixed cash compensation with adjustments tied to individual responsibilities, performanc

View Full Filing

View this DEF 14A filing on SEC EDGAR