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): March 4, 2015

 

 

ABM Industries Incorporated
(Exact name of registrant as specified in its charter)

 

Delaware   1-8929   94-1369354
(State or other jurisdiction   (Commission File   (IRS Employer
of incorporation)   Number)   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: 

 

¨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.

 

(e) On March 4, 2015, at the Annual Meeting of Shareholders of ABM Industries Incorporated, the Company’s shareholders approved the Amended and Restated 2006 Equity Incentive Plan, as described in the Company’s proxy statement filed on February 4, 2015.

 

Item 5.07.        Submission of Matters to a Vote of Security Holders

 

(a)The Annual Meeting of Shareholders of ABM Industries Incorporated was held on March 4, 2015.

 

(b)The following directors were elected by a vote of shareholders, each to serve for a term ending at the annual meeting of stockholders in the year 2018: Linda Chavez, J. Philip Ferguson, and Scott Salmirs.

 

The following directors remained in office: Anthony G. Fernandes, Luke S. Helms, Maryellen C. Herringer, Sudhakar Kesavan, William W. Steele, and Winifred Markus Webb.

 

The following matters were voted upon at the meeting:

 

(1)Proposal 1 - Election of Directors

 

Nominees For Withheld Broker Non-Votes
       
Linda Chavez 41,830,315 745,816 6,812,791
       
J. Philip Ferguson 42,400,767 175,364 6,812,791
       
Scott Salmirs 42,303,134 272,997 6,812,791

 

(2)Proposal 2 - Ratification of KPMG LLP as Independent Registered Public Accounting Firm

 

For Against Abstentions
     
48,773,005 499,173 116,744

 

 
 

 

(3)Proposal 3 - Advisory Vote on Executive Compensation

 

For Against Abstentions Broker Non-Votes
       
41,460,544 970,791 144,796 6,812,791

 

(4)Proposal 4 – Approval of the Amended and Restated 2006 Equity Incentive Plan.

 

For Against Abstentions Broker Non-Votes
       
41,124,536 1,287,322 164,273 6,812,791

 

Item 9.01. Financial Statements and Exhibits.

 

(c) Exhibits.

 

10.1Amended and Restated 2006 Equity Incentive Plan

 

 
 

 

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: March 4, 2015 By: /s/ Sarah H. McConnell
    Sarah H. McConnell
    Executive Vice President and
    General Counsel

 

 
 

 

EXHIBIT INDEX

 

10.1Amended and Restated 2006 Equity Incentive Plan.