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 23, 2018

 

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.)
One Liberty Plaza, 7th Floor
New York, New York				10006
(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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

¨

Emerging growth company

 

¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

Item 5.02

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

 

On October 23, 2018, the Board of Directors (the “Board”) of ABM Industries Incorporated (the “Company” or “ABM”), acting upon the recommendation of its Governance Committee, elected LeighAnne G. Baker as a director, effective immediately. Concurrently with this addition to the Board, the Board approved a resolution increasing the size of the board from eleven to twelve directors. Ms. Baker has been named to the class of directors that has its term expiring at the 2019 Annual Meeting of Stockholders. Ms. Baker has not yet been appointed to a Committee of the Board.

 

Ms. Baker’s cash and equity compensation arrangements as a director will be the same as those previously reported for other non-employee directors. As a non-employee director, Ms. Baker will also be entitled to a pro-rated portion of the applicable annual restricted stock unit grant and applicable board and committee fees. In addition, the Company intends to enter into its standard form of indemnification agreement with Ms. Baker.

 

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

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit Number		Description
99.1		Press release dated October 24, 2018, announcing the election of LeighAnne G. Baker 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: October 24, 2018	By:	/s/ Andrea R. Newborn
		Andrea R. Newborn
		Executive Vice President, General Counsel and Corporate Secretary

 

 

Exhibit 99.1

 

  

FOR IMMEDIATE RELEASE

  

ABM Names LeighAnne Baker to its Board of Directors

 

NEW YORK, NY – October 24, 2018 - ABM (NYSE: ABM), a leading provider of facility solutions, today announced that its Board of Directors has elected LeighAnne Baker, Senior Corporate Vice President and Chief Human Resources Officer, Cargill, Incorporated, as an independent director, effective immediately. Her election brings the Board of Directors to 12 members.

 

Sudhakar Kesavan, Chairman of the Board of Directors of ABM said, “We are pleased to welcome LeighAnne to ABM’s board of directors. The depth of LeighAnne’s extensive human resources experience for enterprises such as Cargill and Hertz will be valuable to ABM, one of the largest employers in the U.S. We look forward to her future contributions.”

 

Scott Salmirs, President and Chief Executive Officer of ABM, said, “As we continue to optimize our human capital management strategy and operations, we are excited to collaborate with LeighAnne. Her expertise and perspective will be insightful as we execute our long term vision. This appointment also underscores our ongoing commitment to supporting our Board through strong succession planning.”

 

Ms. Baker has held the position of Senior Corporate Vice President and Chief Human Resources Officer of Cargill, a global food and agricultural company, since 2014. She is a member of the Executive Team and responsible for Cargill’s global human resources strategy and practices. Prior to joining Cargill in May 2014, she served as Executive Vice President and Chief Human Resources Officer of Hertz Global Holdings, Inc. from 2007 to 2014. Before joining Hertz, Ms. Baker was Senior Vice President, Global Human Resources for The Reynolds & Reynolds Company, a leading provider of automotive dealer management systems, from 2005 to 2007.

 

ABOUT ABM

 

ABM (NYSE: ABM) is a leading provider of facility solutions with revenues of approximately $5.5 billion and more than 130,000 employees in 350+ offices throughout the United States and various international locations. ABM's comprehensive capabilities include janitorial, electrical & lighting, energy solutions, facilities engineering, HVAC & mechanical, landscape & turf, mission critical solutions and parking, provided through stand-alone or integrated solutions. ABM provides custom facility solutions in urban, suburban and rural areas to properties of all sizes - from schools and commercial buildings to hospitals, data centers, manufacturing plants and airports. ABM Industries Incorporated, which operates through its subsidiaries, was founded in 1909. For more information, visit www.abm.com. 

 

Contact:
Investor & Media Relations:	Susie A. Choi
	(212) 297-9721
	susie.choi@abm.com