Form 8-K

 

 

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): August 6, 2012

 

 

ABM Industries Incorporated

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   1-8929   94-1369354

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

551 Fifth Avenue, Suite 300, New York, New York   10176
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code:

(212) 297-0200

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 (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 6, 2012, the Board of Directors of ABM Industries Incorporated (the “Company”) elected Sudhakar Kesavan as a director to fill the vacancy created upon the earlier resignation of Dan T. Bane in April 2012. Mr. Kesavan has been named to the class of directors with terms expiring in 2013. Committee membership has not yet been determined.

Mr. Kesavan’s cash and equity compensation arrangements as a director will be the same as those previously reported in the Company’s Proxy Statement for its 2012 Annual Meeting of Shareholders for other non-employee directors, except that the annual award of restricted stock units granted to all non-employee directors will be prorated based on length of service from his election to the Board to the next Annual Meeting of Shareholders.

A copy of the press release announcing the election of Mr. Kesavan as a director is attached as exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

 

(c) Exhibits.

 

99.1    Press Release issued by ABM Industries Incorporated, dated August 7, 2012, announcing the election of Mr. Kesavan as a director.

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.

 

    ABM INDUSTRIES INCORPORATED
Dated: August 8, 2012     By:  

/s/ Sarah McConnell

      Sarah H. McConnell
      Senior Vice President and
      General Counsel

EXHIBIT INDEX

 

99.1    Press Release issued by ABM Industries Incorporated, dated August 7, 2012 announcing the election of Mr. Kesavan to the Company’s Board of Directors.