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): October 25, 2010
ABM Industries Incorporated
(Exact name of registrant as specified in its charter)
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| Delaware
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1-8929
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94-1369354 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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551 Fifth Avenue, Suite 300, New York,
New York
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10176 |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 October 25, 2010, ABM Industries Incorporated (the “Company”) entered into an executive
employment agreement substantially in the form of the Executive Employment Agreement filed as
Exhibit 10.1 to this current report (the “Executive
Employment Agreement”) with Sarah H. McConnell (Senior Vice
President and General Counsel). On October 26, 2010, the Company entered in an
Executive Employment Agreement with each of James S. Lusk (Executive Vice
President and Chief Financial Officer) and Steven M. Zaccagnini (Executive Vice President), and on
October 27, 2010, the Company entered into an Executive Employment Agreement with James P. McClure
(Executive Vice President). The Executive Employment Agreement will
replace each executive’s current
employment agreement. The current employment agreements for each such
officer are scheduled to
expire on October 31, 2010. The current employment agreement between the Company and Henrik
Slipsager, President and Chief Executive Officer, does not expire until October 31, 2013.
The initial term of the Executive Employment Agreement will expire on October 31, 2012, and the
term will automatically renew for consecutive one-year terms unless the Company provides notice not
to renew. Each executive will continue to receive their current base
salary, equal to $471,435
for Messrs. Lusk and Zaccagnini, $581,500 for Mr. McClure
and $389,000 for Ms. McConnell. In
addition, under the terms of the Executive Employment Agreement, each executive is eligible to
receive an annual cash bonus pursuant to the Company’s Performance Incentive Program, to
participate in the Company’s 2006 Equity Incentive Program and to receive such perquisites as are
generally provided to similarly situated executives of the Company.
The Executive Employment Agreement provides that the Company may terminate an executive’s
employment without “Cause” (as defined in the Executive Employment Agreement). Upon such a
termination, an executive’s right to severance benefits will be governed by the terms of the
Company’s Severance Policy or any similar plan or policy of the Company as in effect from time to
time that provides severance benefits upon a termination of employment. The Executive Employment
Agreement provides that if any amount or benefit to be paid to an executive, whether pursuant to
the Company’s Severance Policy or otherwise, would create an obligation for an executive to pay an
excise tax under Section 280G of the Internal Revenue Code (an “Excess Parachute Payment”), such
payment will be reduced so that no portion of the payment constitutes an Excess Parachute Payment,
unless such reduction would result in an executive receiving an amount that is less than 90% of the
amount of the severance payment, after taking into account all applicable taxes on such payment,
including any excise taxes.
The terms of the Executive Employment Agreement provide that upon the termination of an executive’s
employment for any reason, the executive will refrain from competing with, or soliciting the
employees or customers of the Company for one year following the termination of employment, as set
forth in the Executive Employment Agreement.
A copy of the form of the Executive Employment Agreement is filed herewith as Exhibit 10.1 to this
current report and is incorporated herein by reference.